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                                                                   Exhibit 10.2





                          V2500-Registered Trademark-

                           GENERAL TERMS OF SALE

                                  BETWEEN

                       IAE INTERNATIONAL AERO ENGINES AG

                                    AND

                             NEW AIR CORPORATION













                                                                Page 1 of 131

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                                     INDEX

Commencement
Recitals

CLAUSE 1  DEFINITIONS

CLAUSE 2  SALE OF PURCHASED ITEMS
          2.1   Intent
          2.2   Agreement to Place Orders
          2.3   Type Approval and Changes in Specification
          2.4   Inspection and Acceptance
          2.5   Delivery, Shipping, Title and Risk of Loss or Damage
          2.6   Price
          2.7   Payment

CLAUSE 3  SPARE PARTS PROVISIONS
          3.1   Intent and Term
          3.2   ATA Standards
          3.3   Initial Provisioning
          3.4   Change in Initial Provisioning Data
          3.5   Discontinuance of Initial Provisioning Data,
                Use of Procurement Data
          3.6   Stocking of Spare Parts by IAE
          3.7   Lead Times
          3.8   Ordering Procedure
          3.9   Modifications to Spare Parts
          3.10  Inspection
          3.11  Delivery and Packing
          3.12  Prices
          3.13  Payment
          3.14  Purchase by New Air from Others
          3.15  Special Tools, Ground Equipment and Consumable
                Stores
          3.16  Conflict

CLAUSE 4  WARRANTIES, GUARANTEES AND LIABILITIES

CLAUSE 5  PRODUCT SUPPORT

                                                                Page 2 of 131

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CLAUSE 6  MISCELLANEOUS
          6.1   Delay in Delivery
          6.2   Patents
          6.3   Credit Reimbursement; Right of Setoff
          6.4   Non-Disclosure and Non-Use
          6.5   Taxes
          6.6   Amendment
          6.7   Assignment
          6.8   Exhibits
          6.9   Headings
          6.10  Law
          6.11  Notices
          6.12  Exclusion of Other Provisions and Previous Understandings
          6.13  Conditions Precedent
          6.14  Termination

EXHIBIT A
                CONTRACT SPECIFICATIONS

EXHIBIT B       SCHEDULES
   EXHIBIT B1       AIRCRAFT DELIVERY SCHEDULE
   EXHIBIT B2       PURCHASED ITEMS, PRICE, ESCALATION
                    FORMULA AND DELIVERY

EXHIBIT C       PRODUCT SUPPORT PLAN

EXHIBIT D       WARRANTIES, GUARANTEES AND PLANS
           D-1  V2500 ENGINE AND PARTS SERVICE POLICY
           D-2  V2500 NACELLE AND PARTS SERVICE POLICY
           D-3  V2500 NON-INSTALLATION ITEMS WARRANTY
           D-4  V2500 REALIABILITY GUARANTEE
           D-5  V2500 DELAY AND CANCELLATION GUARANTEE
           D-6  V2500 INFLIGHT SHUTDOWN GUARANTEE
           D-7  V2500 FUEL CONSUMPTION RETENTION GUARANTEE
           D-8  V2500 EXHAUST GAS TEMPERATURE GUARANTEE
           D-9  V2500 MAINTENANCE COST GUARANTEE




                                                                Page 3 of 131

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THIS CONTRACT is made this 4th day of May, 1999

BETWEEN

IAE INTERNATIONAL AERO ENGINES AG       a joint stock company organized and
                                        existing under the laws of
                                        Switzerland, with a place of business
                                        at 400 Main Street, M/S 121-10, East
                                        Hartford, Connecticut 06108, USA,
                                        (hereinafter called "IAE") and

NEW AIR CORPORATION                     a corporation organized and existing
                                        under the laws of Delaware (hereinafter
                                        called "New Air"), whose principal place
                                        of business is at 6322 South 3000 East,
                                        Suite L201, Salt Lake City, Utah 84121

WHEREAS:

A        New Air has decided to acquire new A320 family aircraft to be powered
         by IAE V2500 Propulsion Systems, and

B.       IAE is prepared to supply to New Air V2500 engines, modules, spare
         parts, special tools, ground equipment, product support services and
         consumable stores for the support and operation of the V2500 Propulsion
         Systems.

NOW THEREFORE IT IS AGREED AS FOLLOWS:

CLAUSE 1 DEFINITIONS

In this Contract unless the context otherwise requires:

1.1      "Aircraft" shall mean (i) the twenty-five (25) new Airbus A320-200
         aircraft each powered by V2527-A5 series engines (the "Firm Aircraft"),
         and (ii) New Air's right to purchase an additional fifty (50) Airbus
         A320 family aircraft each powered by V2500-A5 series engines (the
         "Option Aircraft"), comprising options to purchase twenty-five (25) new
         Airbus A320 family aircraft each powered by V2500-A5 series engines
         (the "Option A320 Family Aircraft") and reserve options to purchase
         twenty-five (25) new Airbus A320 family aircraft each powered by
         V2500-A5 series engines (the "Reserve Option A320 Family Aircraft"),
         all for delivery as set forth in Exhibit B1 to this Contract.

1.2      "Aircraft Manufacturer" or "Airbus" shall mean Airbus Industrie G.I.E.,
         a groupement d'interet economique, with its principal place of business
         at 1, Rond Point Maurice Bellonte, 31707 Blagnac Cedex, France,
         together with its successors and assigns.

1.3      "Basic Contract Price" shall mean the basic price of each of the
         Purchased Items as specified in Exhibit B2 to this Contract.

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1.4      "Certification Authority" shall mean the regulatory authority referred
         to in Exhibit A responsible for the type certification of the Engine.

1.5      "Engine(s)" shall mean the IAE V2500 aero engine described in the
         Specifications.

1.6      "Initial Provisioning" Shall mean the establishment by New Air of an
         initial stock of Spare Parts.

1.7      "Initial Provisioning Data" shall mean information supplied by IAE to
         New Air for Initial Provisioning purposes.

1.8      "Initial Provisioning Orders" shall mean orders for Spare Parts for
         Initial Provisioning purposes.

1.9      "Installation Items" shall mean Engines described in the
         Specification, modules, accessories, exhaust systems, nacelles and all
         ancillary equipment therefor which are being supplied pursuant to this
         Contract for installation on the Aircraft.

1.10     "Lead Time" shall mean the period specified in the Spare Parts Catalog
         which represents the minimum time required between acceptance by IAE of
         an order by New Air for Supplies and commencement of delivery of
         such Supplies.

1.11     "Leased Aircraft" shall mean the seven (7) ]eased A320 aircraft to be
         acquired by New Air in accordance with the delivery schedule set forth
         in Exhibit B1 to this Contract.

1.12     "Non-Installation Items" shall mean jigs, tools, handling and
         transportation equipment and all equipment whatsoever to be supplied
         pursuant to this Contract for use with the Installation Items and not
         for installation on the Aircraft.

1.13     "Other Supplies" shall mean special tools, ground equipment and
         consumable stores (e.g., oils, greases, dyes and penetrants).

1.14     "Procurement Data" shall mean information supplied by IAE to New Air
         about Spare Parts required to replenish the initial stock.

1.15     "Purchased Items" shall mean those Installation Items and
         Non-Installation Items specified in Exhibit B2 to this Contract.

1.16     "Service Bulletins" shall mean those service bulletins containing
         advice and instructions issued by IAE to New Air from time to time in
         respect of Engines.

1.17     "Spare Parts" shall mean spare parts for Engines excluding the items
         listed in the Specification as being items of supply by New Air.

1.18     "Spare Parts Catalog" shall mean the catalog published by IAE from time
         to time providing a description, Lead Time and price for Spare Parts,
         tools and Vendor Parts available for purchase from IAE.

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1.19     "Specification" shall mean the IAE Engine Specification Nos., S24A5/2,
         S27A5/2 and S33A5/2 which form Exhibits A1, A2 and A3 respectively to
         this Contract.

1.20     "Supplies" shall mean Installation Items, Non-Installation Items, Spare
         Parts and any other goods or services supplied pursuant to this
         Contract.

1.21     "Vendor Parts" shall mean Spare Parts described in Initial Provisioning
         Data or Procurement Data which are not manufactured pursuant to the
         detailed design and direction of IAE.

CLAUSE 2 SALE OF PURCHASED ITEMS

2.1      INTENT

         IAE agrees to sell to New Air and New Air agrees to buy from IAE, the
         Purchased Items, in accordance with the provisions of this Contract.

2.2      AGREEMENT TO PURCHASE

         2.2.1    New Air agrees (i) to purchase from the Aircraft Manufacturer
                  no less than twenty-five (25) Firm Aircraft, and (ii) to
                  procure from the Aircraft Manufacturer options to purchase
                  twenty-five (25) Option A320 Family Aircraft and twenty-five
                  (25) Reserve Option A320 Family Aircraft, all to be powered by
                  new V2500-A5 Propulsion Systems for delivery according to the
                  schedule set forth in Exhibit B1 to this Contract.

         2.2.2    New Air hereby places a firm and unconditional order with IAE
                  for the purchase of a minimum of five (5) new V2527-A5 spare
                  Engines (the "Firm Spare Engines") for delivery according to
                  the schedule set forth in Exhibit B2 to this Contract.

         2.2.3    New Air agrees to place a firm and unconditional order with
                  IAE to purchase sufficient quantities and appropriate thrust
                  ratings of new spare Engines to support the Option Aircraft
                  purchased by New Air and to maintain a minimum direct ratio
                  (rounding up when the required number of option spare Engines
                  reaches a fractional value) of delivered new option spare
                  Engines to delivered new option installed V2500 Engines of
                  [****] for the V2524-A5, V2527-A5 and V2533-A5 powered
                  Option Aircraft, for delivery in accordance with the delivery
                  schedule set forth in Exhibit B2 to this Contract (the "Option
                  Spare Engines").

2.3      TYPE APPROVAL AND CHANGES IN SPECIFICATION

         2.3.1    The Purchased Items will be manufactured to the standards set
                  forth in the Specification. After the date of this Contract
                  the Purchased Items may be varied from the standards set forth
                  in the Specification and other IAE manufacturing
                  specifications from time to time by Change Orders in writing
                  which shall set forth in detail:



----------
[****] 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 6 of 131

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                  2.3.1.1  The changes to be made in the Purchased Items and

                  2.3.1.2  The effect (if any) of such changes on the
                           Specification (including but not limited to
                           performance and weight), on interchangeability of the
                           Purchased Items in the airframe, on prices and on
                           dates of delivery of the Purchased Items.

         Change Orders shall not be binding on either party until signed by IAE
         and New Air but upon being so signed shall constitute amendments to
         this Contract.

         2.3.2    IAE may make any changes in the Purchased Items which do not
                  adversely affect the Specification, (including but not limited
                  to performance and weight), interchangeability of the
                  Purchased Items in the airframe, prices or dates of delivery
                  of the Purchased Items. In the case of such permitted changes,
                  a Change Order shall not be required or if issued shall not
                  be binding until signed by IAE and New Air.

         2.3.3    At the time of delivery of the Purchased Items there is to be
                  in existence a Type Approval Certificate for the Purchased
                  Items in accordance with the provisions of the Specification.

         2.3.4    The Specification has been drawn with a view to the
                  requirements of the Certification Authority and the official
                  interpretations of such requirements in existence at the date
                  of this Contract (such requirements and interpretations being
                  hereinafter referred to as "Current Rules"). Subject to Clause
                  2.3.2 above, IAE and New Air agree that they will execute an
                  appropriate Change Order in respect of any change required to
                  the Purchased Items to enable such Purchased Items to conform
                  to the requirements of the Certification Authority and the
                  official interpretations of such requirements in force at the
                  date of delivery of such Purchased Items.

         2.3.5    The price of any Change Order is to be borne:

                  2.3.5.1  in the case of changes required to conform to the
                           Current Rules - by IAE; and

                  2.3.5.2  in any other case - by New Air.

2.4      INSPECTION AND ACCEPTANCE

         2.4.1    Conformance of Purchased Items which are Engines to the
                  Specification will be assured by IAE through the maintenance
                  of procedures, systems and records approved by the
                  Certification Authority. An Export Certificate of
                  Airworthiness or a Certificate of Conformity (as the case may
                  be) will be issued and signed by personnel authorized for such
                  purposes.

         2.4.2    Conformance of Purchased Items which are Non-Installation
                  Items to the Specification will be assured by IAE conformance
                  documentation.

                                                                 Page 7 of 131

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         2.4.3    Upon delivery pursuant to Clause 2.5.1 below and the issue of
                  an Export Certificate of Airworthiness or a Certificate of
                  Conformity pursuant to Clause 2.4.1 above or IAE conformance
                  documentation pursuant Clause 2.4.2 above, New Air shall be
                  deemed to have accepted the Purchased Items and that the
                  Purchased Items conform to the Specification. IAE shall, upon
                  written request from New Air and subject to the permission of
                  the appropriate governmental authorities, arrange for New Air
                  to have reasonable access to the appropriate premises in order
                  to examine the Purchased Items prior to the issue of
                  conformance documentation and to witness Engine acceptance
                  tests.

         2.4.4    If New Air is unable to accept, refuses or otherwise hinders
                  delivery, or if IAE at New Air's written request agrees to
                  delay delivery, of any of the Purchased Items, New Air shall
                  nevertheless pay or cause IAE to be paid therefor as if, for
                  the purposes of payment only, the Purchased Items had been
                  delivered.

         2.4.5    In any of the cases specified in Clause 2.4.4 above, New Air
                  shall also pay to IAE such reasonable sum as IAE shall require
                  in respect of storage, maintenance and insurance of those
                  Purchased Items.

2.5      DELIVERY, SHIPPING, TITLE AND RISK OF LOSS OR DAMAGE

         2.5.1    IAE will deliver the Purchased Items, at its option, either
                  Ex-Works (INCOTERMS 1990) Connecticut, U. S. A. or Ex-Works
                  (INCOTERMS 1990) Derby, England, in accordance with the
                  delivery schedule set out in Exhibit B2 to this Contract.


         2.5.2    Upon such delivery, title to and risk of loss of or damage to
                  the Purchased Items shall pass to New Air.

         2.5.3    New Air will notify IAE at least four (4) weeks before the
                  scheduled time for delivery of the Purchased Items of its
                  instructions as to the marking and shipping of the Purchased
                  Items.

2.6      PRICE

         The Purchase Price for each of the Purchased Items shall be the Basic
         Contract Price, amended pursuant to Clause 2.3 above, and escalated in
         accordance with the escalation formula contained in Exhibit B2 to this
         Contract.

2.7      PAYMENT

         2.7.1    New Air will make payment in United States Dollars as follows:

                  2.7.1.1  Upon signature of this Contract, to the extent that
                           such amount has not already been paid by New Air, New
                           Air shall pay to IAE a non-refundable deposit of
                           [****] of the Estimated Purchase Price of the
                           Purchased Items.



----------
[****] 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 8 of 131

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                  2.7.1.2  Eighteen (18) months before the scheduled delivery of
                           each of the Purchased Items, New Air shall pay to IAE
                           a further non-refundable deposit of [****] of the
                           Estimated Purchase Price of such item.

                  2.7.1.3  Twelve (12) months before the scheduled delivery of
                           each of the Purchased Items, New Air shall pay to IAE
                           a further non-refundable deposit of [****] of the
                           Estimated Purchase Price of such item.

                  2.7.1.4  Immediately prior to the delivery of each of the
                           Purchased Items, New Air shall pay to IAE the
                           balance of the Purchase Price of such item.

         2.7.2    IAE shall have the right to require New Air to make
                  additional deposits in respect of price changes arising
                  from the provisions of Clause 2.3 above on a similar basis
                  to that specified in Clause 2.7.1 above.

         2.7.3    New Air undertakes that IAE shall receive the full amount
                  of payments falling due under this Clause 2.7, without any
                  withholding or deduction whatsoever.

         2.7.4    All payments under this Clause 2.7 shall be made by cable or
                  telegraphic transfer and shall be deposited not later than
                  the due date of payment with:

                         Fleet Bank N.A.
                         175 Water Street
                         New York, NY 10038-4924
                         Account No. 2982-00-8199
                         ABA No. 021200339

                  or as otherwise notified from time to time by IAE.

         2.7.5    For the purpose of this Clause 2.7 "payment" shall only be
                  deemed to have been made to the extent cleared or good
                  value funds are received in the numbered IAE bank account
                  specified in Clause 2.7.4 above.

         2.7.6    If New Air fails to make any payment for any Purchased
                  Item on or before the date when such payment is due, then,
                  without prejudice to any of IAE's other rights, IAE will
                  (a) be entitled to charge interest on the overdue amount,
                  at the rate of 1.5% per month, from the date such payment
                  was due to the date such payment is made and (b) have the
                  right (but not the obligation) to suspend work on the
                  manufacture of such Purchased Item pending the remedy of
                  such failure and to reschedule the date of delivery of such
                  Purchased Item following the cure of such failure.

         2.7.7    For the purpose of this Clause 2.7, the "Estimated Purchase
                  Price" of any of the Purchased Items shall be calculated in
                  accordance with the following formula.

                  P = B x [****](N)

                   where:

                         P is the Estimated Purchase Price

----------
[****] 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 9 of 131

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                         B is the applicable Basic Contract Price
                         N is the year of scheduled delivery minus the
                           year for which the Basic Contract Price is
                           defined.

CLAUSE 3 SPARE PARTS PROVISIONS

3.1      INTENT AND TERM

         3.1.1    For as long as New Air owns and operates one or more Aircraft
                  in regular commercial service and is not in breach of any of
                  its obligations to IAE under the Contract, IAE shall provide
                  that reasonably adequate supplies of Spare Parts are available
                  for sale to New Air under this Contract. In consideration
                  thereof, IAE shall sell to New Air and, except as hereinafter
                  provided, New Air shall buy from IAE, New Air's requirements
                  of the following Spare Parts:

                  3.1.1.1  All Spare Parts manufactured pursuant to the detailed
                           design and order of IAE where IAE is the only source
                           from which New Air can purchase such Spare Parts in
                           an unused condition and in quantities sufficient to
                           meet New Air's requirements; and

                  3.1.1.2  Vendor Parts for which direct supply arrangements
                           between the manufacturers of such Vendor Parts and
                           New Air cannot be established. Except for the
                           purposes of Initial Provisioning pursuant to Clause
                           3.3 below, New Air shall notify IAE in writing not
                           less than twelve (12) months before scheduled
                           delivery requested by New Air that New Air intends to
                           purchase such Vendor Parts from IAE.

         3.1.2    In an emergency, IAE shall sell to New Air Vendor Parts which
                  it is not obliged to sell under this Contract, but which it
                  has in stock or otherwise has reasonably available to it.

3.2      ATA STANDARDS

         The parties to this Contract shall comply with the requirements of ATA
         Specifications 2000 and 300, provided that the parties shall be
         entitled to negotiate reasonable changes in those procedures or
         requirements of the said specifications which, if complied with
         exactly, would result in an undue operating burden or unnecessary
         economic penalty. In particular, on written notification by New Air to
         IAE prior to placement of Initial Provisioning orders, IAE would agree
         to the use of ATA Specification 200 instead of ATA Specification 2000.

3.3      INITIAL PROVISIONING

         3.3.1    To assist New Air's Initial Provisioning, IAE shall supply New
                  Air with Initial Provisioning Data in accordance with ATA
                  Specification 2000, subject to Clause 3.2 above.

         3.3.2    Details of the format and precise nature of the said Initial
                  Provisioning Data, including the applicable revision numbers
                  of ATA Specification 2000,


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                  definition of Spare Parts Categories, and Lead Times, and
                  agreement on technical publications shall be agreed between
                  IAE and New Air at a preliminary meeting held for this
                  purpose at a time and place to be agreed.

         3.3.3    The said Initial Provisioning Data shall cover all Spare
                  Parts, including agreed Vendor Parts, which in IAE's opinion
                  may be reasonably required for New Air's operation of the
                  Installation Items.

         3.3.4    Before New Air places Initial Provisioning Orders, a
                  conference shall be held for the review of Initial
                  Provisioning Data supplied by IAE under Clause 3.3.1 above.
                  The said conference shall be held as soon as possible before
                  first Aircraft delivery and shall be attended by the
                  personnel of each party directly responsible for Initial
                  Provisioning.

3.4      CHANGE IN INITIAL PROVISIONING DATA

         IAE shall, free of charge, progressively and promptly revise Initial
         Provisioning Data in accordance with ATA Specification 2000 to take
         into account any changes which may materially affect provisioning
         decisions.

3.5      DISCONTINUANCE OF INITIAL PROVISIONING DATA - USE OF PROCUREMENT DATA

         3.5.1    Use of Initial Provisioning Data shall be discontinued on a
                  date to be agreed by the parties hereto, but in any event no
                  later than the date of delivery of the last Aircraft firmly
                  ordered by New Air at the date of this Contract. On or before
                  the said date IAE shall furnish New Air with Procurement Data
                  complying with ATA Specification 2000 and shall revise, free
                  of charge, the said Procurement Data as a matter of routine
                  thereafter.

         3.5.2    Procurement Data shall be used to enable New Air to continue
                  to order Spare Parts to support the Installation Items.

3.6      STOCKING OF SPARE PARTS

         Upon request, New Air shall provide IAE with information reasonably
         required to enable IAE to plan and organize the manufacture and
         stocking of Spare Parts.

3.7      LEAD TIMES

         3.7.1    Spare Parts for Initial Provisioning shall be delivered on or
                  before the dates specified in New Air's orders, provided that
                  the said dates comply with lead times and do not call for
                  delivery more than three (3) months before the scheduled date
                  of delivery of the first Leased Aircraft to New Air and
                  provided further that delivery of the total Initial
                  Provisioning quantity shall be effected in line with New Air's
                  fleet build up and Aircraft utilization.

         3.7.2    Except as herein provided, replenishment Spare Parts shall be
                  delivered within the Lead Time specified In the IAE Spare
                  Parts Catalog, except for

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                  certain major Spare Parts which shall be designated in Initial
                  Provisioning Data and Procurement Data as being available at
                  prices and lead times to be quoted upon request.

         3.7.3    If any order for replenishment Spare Parts shall call for a
                  quantity materially in excess of New Air's normal
                  requirements, IAE shall notify New Air and may request a
                  special delivery schedule. If New Air confirms that the full
                  quantity ordered is required, delivery of the order shall be
                  effected at delivery dates specified by IAE and the Lead Times
                  provided by this Clause shall not apply.

         3.7.4    In an emergency, IAE shall endeavor to deliver Spare Parts,
                  including certain major Spare Parts referred to in Clause
                  3.7.2 above, within the time limits specified by New Air. The
                  action to be taken on such orders shall be advised as follows
                  within the following time periods from IAE's receipt of such
                  notice:

                  3.7.4.1  AOG (Aircraft on Ground) orders - within 4 hours;

                  3.7.4.2  Critical (imminent AOG or work stoppage) - within 24
                           hours;

                  3.7.4.3  Expedite (less than published or quoted lead time) -
                           within 7 days.

3.8      ORDERING PROCEDURE

         3.8.1    After receipt of Initial Provisioning Data, New Air shall
                  place, its Initial Provisioning Orders in sufficient time to
                  allow IAE to commence delivery prior to delivery of the first
                  Aircraft. New Air shall use its best efforts to give priority
                  to ordering major items designated in the Initial Provisioning
                  Data.

         3.8.2    Subsequent orders for Spare Parts shall be placed by New Air
                  from time to time as may be appropriate. New Air shall give
                  IAE as much notice as possible of any change in its operation,
                  including, but not limited to, changes in maintenance or
                  overhaul arrangements affecting its requirements of Spare
                  Parts, including Vendor Parts.

         3.8.3    IAE shall promptly acknowledge receipt of each order for Spare
                  Parts in accordance with ATA Specification 2000 procedure.
                  Unless qualified, such acknowledgment, subject to variation in
                  accordance with Clause 3.7.3 above, shall constitute an
                  acceptance of the order under the terms of this Contract.

         3.8.4    If IAE notifies New Air that certain Spare Parts are packed in
                  standard package quantities (hereinafter called "SPQs"), New
                  Air's subsequent orders for such Spare Parts shall be for SPQs
                  or multiples thereof.

         3.8.5    Unless New Air shall have specified "Total Quantity Required"
                  on its orders, IAE shall be entitled to consider an order for
                  inexpensive Spare Parts

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<Page>

                  complete if at least 90% of the quantity ordered is delivered.
                  For the purpose of this Clause the term "inexpensive" shall
                  mean a price listed in the IAE Spare Parts Catalog at less
                  than Ten U.S. Dollars ($10) per unit, but shall be subject to
                  change by IAE from time to time.

         3.8.6    Not later than the time of placing Initial Provisioning
                  Orders, New Air shall provide IAE in writing with full
                  shipping instructions applicable to both Initial Provisioning
                  Orders and to subsequent standard replenishment orders for
                  Spare Parts to be placed by New Air.

3.9      MODIFICATIONS TO SPARE PARTS

         3.9.1    IAE shall be entitled to make modifications or changes to the
                  Spare Parts ordered by New Air hereunder. IAE shall promptly
                  inform New Air by means of Initial Provisioning Data,
                  Procurement Data and Service Bulletins when such modified
                  Spare Parts (or Spare Parts introduced by a repair scheme)
                  become available for supply hereunder. Notification of such
                  availability shall be given to New Air before delivery.

         3.9.2    Modified Spare Parts shall be substituted for Spare Parts
                  ordered unless the modifications stated in Service Bulletins,
                  in the recommended or optional category are considered by New
                  Air to be unacceptable and New Air so states in writing to IAE
                  within ninety (90) days of the transmittal date of a Service
                  Bulletin, in which case New Air shall be entitled to place a
                  single order for New Air's anticipated total requirement of
                  pre-modified Spare Parts, at a price and delivery schedule to
                  be agreed.

         3.9.3    Unless New Air notifies IAE in writing under the provisions of
                  Clause 3.9.2 hereof IAE may supply at the expense of New Air a
                  modification of any Spare Part ordered (including any
                  additional Spare Part needed to ensure interchangeability),
                  provided that the said modification has received the approval
                  of the Certification Authority. The delivery of such Spare
                  Parts shall begin on dates indicated by Service Bulletin. The
                  delivery schedule shall be agreed at the time when orders
                  for modifications are accepted by IAE.

         3.9.4    If Spare Parts required for incorporation of a modification
                  are not ordered as a kit, New Air's orders must distinguish
                  them from normal replacement Spare Parts in accordance with
                  ATA Specification 2000.

3.10     INSPECTION

         3.10.1   Conformance to the Specification of Installation Items will be
                  assured by IAE through the maintenance of procedures, systems
                  and records approved by the Certification Authority.
                  Conformance documentation will be issued and signed by
                  personnel authorized for such purpose.

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         3.10.2   Conformance of Non-Installation Items will be assured by IAE
                  conformance documentation.

         3.10.3   Upon the issue of conformance documentation in accordance with
                  Clauses 3.10.1 or 3.10.2 above, New Air shall be deemed to
                  have accepted the Installation Items and Non-Installation
                  Items and that such Items conform to the applicable
                  specification.

3.11     DELIVERY AND PACKING

         3.11.1   IAE shall deliver Spare parts and Other Supplies Ex-Works
                  (INCOTERMS 1990), the point of manufacture. Shipping documents
                  and invoices shall be in accordance with ATA Specification
                  2000.

         3.11.2   Upon such delivery, title to and risk of loss of or damage to
                  the said Spare Parts and Other Supplies shall pass to New
                  Air.

         3.11.3   In accordance with ATA Specification 2000 requirements, New
                  Air shall advise IAE at time of order of its instructions as
                  to the marking and shipping of the Spare Parts and Other
                  Supplies.

         3.11.4   The packaging of Spare Parts shall normally be in accordance
                  with ATA Specification 300 Category 2 standard and shall be
                  free of charge to New Air. Category 1 standard packaging, if
                  required by New Air, shall be paid for by New Air.

3.12     PRICES

         3.12.1   Subject to Clause 3.7.2 above, prices of all Spare Parts shall
                  be quoted in U.S. Dollars, in the IAE Spare Parts Price
                  Catalog, Initial Provisioning Data and Procurement Data. Such
                  prices shall represent net unit prices, Ex-Works (INCOTERMS
                  1990) the point of manufacture.

         3.12.2   Prices applicable to each order placed by New Air hereunder
                  shall be the prices in effect on the date IAE receives such
                  order, except when delivery of Spare Parts against any order
                  is scheduled to take place after the Lead Time stated in the
                  IAE Spare Parts Price Catalog, in which event the prices for
                  such items shall be those prices in effect ninety (90) days
                  prior to the scheduled time for delivery in accordance with
                  Clause 3.12.3 below.

         3.12.3   IAE may adjust its prices for Spare Parts upon not less than
                  ninety (90) days notice to New Air, except that prices for
                  Spare Parts quoted in Initial Provisioning Data shall be
                  firm, provided that:

                  3.12.3.1 Orders are placed within three (3) months of receipt
                           by New Air of Initial Provisioning Data, and

                  3.12.3.2 Ordered quantities are agreed by IAE, and


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                  3.12.3.3 Deliveries are scheduled to be made prior to the
                           scheduled date for delivery of the first Aircraft (as
                           it was scheduled at the date of supply by IAE of
                           Initial Provisioning Data).

                  If for any reason orders are placed or subsequently
                  rescheduled to specify delivery more than six (6) months
                  after the date of first Aircraft delivery (as it was scheduled
                  at the date of supply by IAE of Initial Provisioning Data),
                  then the prices for such items shall be those prices in effect
                  ninety (90) days prior to the scheduled time for delivery of
                  such items against a schedule commensurate with New Air fleet
                  build up and Aircraft utilization. Notwithstanding the above,
                  individual price errors in the calculation of prices may be
                  adjusted without advance notice to New Air.

         3.12.4   On request by New Air, prices of Spare Parts or other
                  materials not included in the Spare Parts Price Catalog shall
                  be quoted within a reasonable time by IAE.

3.13     PAYMENT

         3.13.1   Payment for all purchases under this Clause 3 shall be made by
                  New Air to IAE within thirty (30) days after the date of
                  delivery.

         3.13.2   New Air undertakes that IAE shall receive payment in U.S.
                  Dollars of the full amount of payments falling due under this
                  Clause 3.13, without any withholding or deduction whatsoever.

         3.13.3   All payments under this Clause 3.13 shall be made by cable or
                  telegraphic transfer to, and shall be deposited not later than
                  the due date of payment with:

                                Fleet Bank N.A.
                                175 Water Street
                                New York, NY 10038-4924
                                Account No. 2982-00-8199
                                ABA No. 021200339

                  or as otherwise notified from time to time by IAE.

         3.13.4   For the purpose of this Clause 3.13, payment shall only be
                  deemed to have been made to the extent immediately available
                  funds are received in the account specified in sub-clause
                  3.13.3 above.

         3.13.5   Notwithstanding Clause 3.13.1 above, payments for all
                  purchases shall be due from New Air upon delivery, or at IAE's
                  option prior to delivery of the purchased items upon the
                  occurrence of any of the following events: (a) a receiver or
                  trustee is appointed of any of New Air's property, or
                  (b) New Air is adjudicated or voluntarily becomes a bankrupt
                  under any bankruptcy or winding up laws or other similar
                  legislation, or (c) New Air becomes


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                  insolvent or makes an assignment for the benefit of creditors,
                  or (d) an execution is issued pursuant to a judgment rendered
                  against New Air, or (e) New Air is unable or refuses to make
                  payment to IAE in accordance with any of New Air's obligations
                  to IAE.

         3.13.6   If New Air fails to make any payment for any Spare Parts or
                  Other Supplies on or before the date when such payment is due,
                  then, without prejudice to any other rights set forth herein
                  or under applicable law, IAE will be entitled to charge
                  interest on the overdue amount, at the rate of 1.5% per month,
                  from the date such payment was due to the date such payment is
                  made.

3.14     PURCHASE BY NEW AIR FROM OTHERS

         3.14.1   New Air may purchase from another A320 family aircraft
                  operator Spare Parts, which by virtue of Clause 3.1 above are
                  required to be purchased from IAE:

                  3.14.1.1 on an occasional basis; or

                  3.14.1.2 where the said operator has published details of
                           excessive stock holdings of the Spare Parts
                           concerned; or

                  3.14.1.3 pursuant to a pooling arrangement or joint use
                           agreement between New Air and the said operator.

         3.14.2   Subject to the conditions specified below, in the following
                  circumstances New Air may obtain from established and approved
                  sources, other than IAE or other Aircraft operators, Spare
                  Parts which by virtue of Clause 3.1 above are required to be
                  purchased from IAE:

                  3.14.2.1 as a temporary expedient in the event of a temporary
                           but material failure by IAE to supply Spare Parts as
                           required herein; or

                  3.14.2.2 during any period when IAE is hindered or prevented
                           from delivering Spare Parts due to circumstances
                           beyond its control provided New Air is thereby able
                           to obtain the Spare Parts it requires sooner than IAE
                           is able to supply them, and provided further that New
                           Air will not unreasonably thereby increase its stock
                           of the Spare Parts; or

                  3.14.2.3 where IAE identifies a Spare Part as a standard
                           part.

                  New Air's rights under Clause 3.14.2 above are subject to
                  New Air being unable to satisfy its requirements for Spare
                  Parts under the provisions of Clause 3.14.1 above.

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         3.14.3   Nothing in this Clause 3.14 shall be deemed to extend the
                  obligations of IAE or to diminish the limitations upon such
                  obligations under the Warranties referred to in Clauses 4.1
                  and 4.2 below.

         3.14.4   Notwithstanding any extension of the time of delivery in
                  accordance with the provisions of Clause 6.1.1 below, New Air
                  shall be entitled to cancel all or part of any order on IAE
                  for Spare Parts which, pursuant to the terms of Clauses
                  3.14.2.1 and 3.14.2.2 are purchased from another source by
                  giving reasonable written notice to IAE of cancellation of the
                  said order.

         3.14.5   In the event that New Air purchases Spare Parts under Clause
                  3.14, New Air shall give written notice to IAE of the extent
                  of such purchase supported by any other technical information
                  which IAE may reasonably require.

3.15     SPECIAL TOOLS, GROUND EQUIPMENT AND CONSUMABLE STORES

         By mutual agreement, IAE may sell Other Supplies to New Air subject to
         the terms and conditions of this Contract, but the detailed procedures
         of this Contract with regard to Initial Provisioning, Procurement Data,
         prices, stocking and Lead Time shall not apply. Technical data for
         special tools and ground equipment shall be in accordance with ATA
         Specification 101.

3.16     CONFLICT

         In the event of any conflict between the provisions of this Contract
         and the provisions of ATA Specifications 101, 200, 2000 and 300, the
         provisions of this Contract shall prevail.

CLAUSE 4 WARRANTIES, GUARANTEES AND LIABILITIES

4.1      IAE warrants to New Air that, at the time of delivery, the Supplies
         sold hereunder will be free of defects in material and manufacture, and
         will conform substantially to applicable specifications. IAE's
         liability and New Air's remedies under this warranty are limited to
         the repair or replacement, at IAE's election, of Supplies or parts
         thereof returned to IAE at the factory of manufacture which are shown
         to IAE's reasonable satisfaction to have been defective; provided, that
         written notice of the defect shall have been given by New Air to IAE
         within ninety (90) days after the first operation or use of the
         Supplies (or if the Supplies are installed in new Aircraft, within
         ninety (90) days after acceptance of such Aircraft by its first
         operator) but in no event later than one (1) year after the date of
         delivery of such Supplies by IAE. Transportation charges for the
         return of Supplies to IAE pursuant to this Clause 4.1 and their
         reshipment to New Air and the risk of loss thereof will be borne by
         IAE only if the Supplies are returned in accordance with written
         shipping instructions from IAE and judged by IAE to be defective.

4.2      In addition, IAE grants and New Air accepts the following:

         4.2.1    V2500 Engine and Parts Service Policy



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                                                                Page 17 of 131

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         4.2.2    V2500 Nacelle and Parts Service Policy

         4.2.3    V2500 Non-Installation Items Warranty

         4.2.4    V2500 Reliability Guarantee

         4.2.5    V2500 Delay and Cancellation Guarantee

         4.2.6    V2500 Inflight Shutdown Guarantee

         4.2.7    V2500 Fuel Consumption Retention Guarantee

         4.2.8    V2500 Exhaust Gas Temperature Guarantee

         4.2.9    V2500 Maintenance Cost Guarantee

The Service Policies, Warranties and Guarantees referred to in this Clause 4.2
are hereinafter called the "Warranties". The above Service Policies, Warranties
and Guarantees together form Exhibit D to this Contract.

4.3      The parties agree that those of the Warranties set out in Clauses 4.2.1
         and 4.2.2 above shall apply to any equipment which falls within the
         type of equipment covered by those Warranties, which are manufactured,
         supplied or inspected by IAE howsoever and whenever (whether before, on
         or after the date first above written) acquired by New Air from
         whatsoever source including but not limited to any V2500 aero engines
         and any associated equipment therefor, and any parts for such engines
         and associated equipment which form part of any aircraft acquired from
         the manufacturer.

4.4      The Warranties are personal to New Air and the obligations of IAE
         thereunder shall only apply insofar as New Air owns and operates the
         Supplies covered thereunder.

4.5      New Air shall inform any entity to whom it intends to sell, lease,
         loan or otherwise dispose of any of the Supplies or equipment referred
         to in Clause 4.3 above that such entity may obtain from IAE a direct
         warranty agreement incorporating those of the Warranties set out in
         Clauses 4.2.1 and 4.2.2. New Air shall also use its reasonable
         endeavors to ensure that such entity shall enter into a direct warranty
         agreement with IAE prior to delivery of any of the Supplies or such
         equipment to such entity.

4.6      IAE and New Air agree that the intent of the Warranties provided in
         Clause 4.2 is to provide specified benefits or remedies to New Air as a
         result of specified events. It is not the intent, however, to duplicate
         benefits or remedies provided to New Air by IAE or another source
         (e.g., another equipment manufacturer or lessor) as a result of the
         same event or cause. Therefore, notwithstanding the terms of the
         Warranties, New Air agrees that it shall not be eligible to receive
         benefits or remedies from IAE if it stands to receive or has received
         duplicate benefits or remedies from IAE or another source as a result
         of the same event or cause. Furthermore, in no event shall

                                                                Page 18 of 131

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         IAE be required to provide duplicate benefits to New Air and any other
         party such as a leasing company as a result of the same event or cause.

4.7      New Air accepts that the Warranties granted to New Air under Clauses
         4.1, 4.2 and 4.3 above together with the express remedies provided to
         New Air in respect of the Supplies in accordance with this Contract are
         expressly in lieu of, and New Air hereby waives, all other remedies,
         conditions and warranties, expressed or implied including without
         limitation, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A
         PARTICULAR PURPOSE, and all other obligations and liabilities
         whatsoever of IAE and of its shareholders whether in contract or in
         tort or otherwise for any defect, deficiency, failure, malfunctioning
         or failure to function of any item of the Supplies or of the equipment
         referred to in Clause 4.3 above, howsoever and whenever acquired by New
         Air from whatever sources. New Air agrees that neither IAE nor any of
         its shareholders shall be liable to New Air upon any claim therefor or
         upon any claim howsoever arising out of the manufacture or supply or
         inspection by IAE or any of its shareholders of any item of the
         Supplies or of such equipment or any other item of whatever nature,
         whether in contract or in tort or otherwise, except as expressly
         provided in the said Warranties, and New Air assumes all risk and
         liability whatsoever not expressly assumed by IAE in the said
         Warranties.

4.8      IAE and New Air agree that this Clause 4 has been the subject of
         discussion and negotiation, is fully understood by the parties and the
         price of the Supplies and other mutual agreements of the parties set
         forth in this Contract are arrived at in consideration of:

         4.8.1    the express Warranties of IAE and New Air's rights thereunder;
                  and

         4.8.2    the exclusions, waivers and limitations set forth in Clause
                  4.7 above.

CLAUSE 5 PRODUCT SUPPORT SERVICES

5.1       IAE will make available to New Air the Product Support Services
          described in Exhibit C to this Contract. Except when identified in
          such Exhibit C as being at additional cost or as requiring separate
          contractual arrangements, such Product Support Services shall be
          supplied at no additional charge to New Air and subject to the
          provisions of this Contract. IAE may delegate the performance of
          product support services to an affiliated company or any of IAE's
          shareholders.

5.2      New Air will provide to any IAE customer support representative(s)
         working at its facility, free of charge:

         (a)      reasonable, secure office accommodation including furniture
                  and office equipment and

         (b)      access to telephone, facsimile and secretarial services and

                                                                Page 19 of 131

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         (c)      access to such first-aid and emergency assistance as is
                  customarily provided to New Air's own employees and

         (d)      airfare, accommodations, and subsistence during any period in
                  which the customer support representative(s) is required by
                  New Air to travel away from such customer support
                  representative(s)' normal location at New Air.

         New Air further agrees that such customer support representative(s)
         will be entitled to all reasonable working benefits allowed pursuant to
         normal IAE practice, including but not limited to, leaves of absence
         relating to vacation, holiday and sick time.

CLAUSE 6 MISCELLANEOUS

6.1      DELAY IN DELIVERY

         6.1.1    If IAE is hindered or prevented from performing any obligation
                  hereunder including but not limited to delivering any of the
                  Supplies within the time for delivery specified in this
                  Contract (as such time may be extended pursuant to the
                  provisions of this Contract) by reason of:

                  6.1.1.1  any cause beyond the reasonable control of IAE, or

                  6.1.1.2  fires, industrial disputes or introduction of
                           essential modifications

                  the time for delivery shall be extended by a period equal to
                  the period for which delivery shall have been so hindered or
                  prevented, and IAE shall not be under any liability
                  whatsoever in respect of such delay.

         6.1.2    If, by reason of any of the causes embraced by Clause 6.1.1
                  above, IAE is hindered or prevented from delivering any goods
                  (which are the same as and include the Supplies) to purchasers
                  (including New Air) then IAE shall have the right to allocate
                  in good faith such goods, as they become available, at its own
                  discretion among all such purchasers and IAE shall not be
                  under any liability whatsoever to New Air for delay in
                  delivery to New Air resulting from such allocation by IAE and
                  the time for delivery shall be extended by a period equal to
                  the delay resulting from such allocation by IAE.

         6.1.3    Should IAE inexcusably delay performance of any obligation
                  hereunder including but not limited to delivery of any item of
                  the Supplies beyond the time for delivery specified in this
                  Contract (as such time may be extended pursuant to the
                  provisions of this Contract), then in respect of the first two
                  (2) months of such delay, IAE shall not be under any liability
                  whatsoever and thereafter in respect of any further delay in
                  delivery the damages recoverable by New Air from IAE as New
                  Air's sole remedy shall be its reasonable actual damages in
                  an amount not to exceed [****] of the purchase price of the
                  item of Supplies so delayed in respect of each [****] such
                  further delay (and prorata for any period of less than
                  [****]) subject

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                                                                Page 20 of 131

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                  to an overall maximum of [****] of the purchase price of the
                  item of the Supplies so delayed.

         6.1.4    The right of New Air to claim damages shall be conditional
                  upon the submission of a written claim therefor, within
                  forty-five (45) days from the date on which IAE notifies New
                  Air that the item of the Supplies so delayed is ready for
                  delivery, or from the date on which New Air exercises the
                  right of cancellation in respect of such item conferred in
                  accordance with Clause 6.1.5 below, whichever date shall first
                  occur.

         6.1.5    Should IAE delay performance of any obligation hereunder
                  including but not limited to delivery of any item of the
                  Supplies beyond twelve (12) months from the time for delivery
                  specified in this Contract (as such time may be extended
                  pursuant to the provisions of this Contract) then, in addition
                  to the right of New Air under Clause 6.1.3, New Air shall be
                  entitled to refuse to take delivery of such item on giving IAE
                  notice in writing within one (1) month after the expiration of
                  such period of twelve (12) months. Upon receipt of such notice
                  IAE shall be free from any obligation in respect of such item
                  except that IAE shall refund to New Air any deposits made in
                  respect of the purchase price of such item of the Supplies.

6.2      PATENTS

         6.2.1    IAE shall, subject to the conditions set out in this Clause
                  and as the sole liability of IAE in respect of any claims for
                  infringement of industrial property rights, indemnify New Air
                  against any claim that the use of any of the Supplies by
                  New Air within any country to which at the date of such claim
                  the benefits of Article 27 of the Convention on International
                  Civil Aviation of 7th December 1944 (The Chicago Convention)
                  apply, infringes any patent, design, or model duly granted or
                  registered provided, however, that IAE shall not be liable to
                  New Air for any consequential damage or any loss of use of
                  the Supplies or of the Aircraft in which the Supplies may be
                  incorporated arising as a result directly or indirectly of any
                  such claim.

         6.2.2    New Air will give immediate notice in writing to IAE of any
                  such claim whereupon IAE shall have the right at its own
                  expense to assume the defense of or to dispose of or to
                  settle such claim in its sole discretion and New Air will give
                  IAE all reasonable assistance and will not by any act or
                  omission do anything which may directly or indirectly
                  prejudice IAE in this connection.

         6.2.3    IAE shall have the right to substitute for any allegedly
                  infringing Supplies substantially equivalent non-infringing
                  supplies.

         6.2.4    The indemnity contained in Clause 6.2.1 above shall not apply
                  to claims for infringement in respect of (i) Supplies
                  manufactured to the specific design instructions of New Air;
                  (ii) Supplies not of IAE design (but IAE shall in the event of
                  any claim for infringement pass on to New Air so far as it has
                  the right to do so the benefits of any indemnity given to IAE
                  by the designer,

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                                                                Page 21 of 131

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         manufacturer or supplier of such Supplies) (iii) the manner or method
         in which any of the Supplies is installed in the Aircraft; or
         (iv) any combination of any of the Supplies with any item or items
         other than Supplies.

6.3      CREDIT REIMBURSEMENT AND ASSIGNMENT;

         6.3.1    If New Air does not take delivery of the twenty-five (25) Firm
                  Aircraft, the five (5) Firm Spare Engines and, PRO RATA to the
                  extent that Option Aircraft are acquired, the eight (8) Option
                  Spare Engines (each Firm Aircraft, Firm Spare Engine and
                  Option Spare Engine equally a "Firm Item") in accordance with
                  the schedules described in Exhibit B to the Contract (as such
                  may be modified or supplemented pursuant to the terms of the
                  Contract) then, without prejudice to IAE's other rights and
                  remedies under the Contract or otherwise, the value of each
                  and every credit, benefit and other concession received by New
                  Air pursuant to the Contract (including all Side Letters and
                  amendments thereto) or from IAE via the Aircraft Manufacturer
                  will be adjusted to pro-rata amounts, based on the ratio of
                  the number of Firm Items (whether Aircraft or Spare Engines)
                  purchased in accordance with the schedules described in
                  Exhibit B to the Contract to the total number of Firm Items
                  scheduled to have been so purchased. So, for example, if IAE
                  is to issue credits on delivery of each Firm Item and New Air
                  takes delivery of only half the total number of such Firm
                  Items (whether or not with the consent of Airbus) the value of
                  each credit to be issued on the Firm Items actually taken and
                  all other credits (if any) will be reduced by half. Following
                  such adjustment, New Air will promptly reimburse IAE in an
                  amount equal to (a) the value of the credits benefits and
                  other concessions actually provided in excess of the adjusted
                  amounts, plus (b) the interest on such excess amounts
                  calculated from the time each respective amount was applied or
                  value received until reimbursement. Interest will be
                  calculated at [****] at the time each respective amount was
                  applied or value was received.

         6.3.2    RIGHT OF SETOFF

                  IAE shall have the right to set off credits from time to time
                  made available by IAE under the Contract either directly to
                  New Air (or its affiliates) or via the Aircraft Manufacturer
                  or its affiliates, in respect of the failure by New Air (or
                  its affiliates), after any applicable grace period, to cure
                  any payment default under (x) the Contract or (y) any IAE
                  financing agreement with New Air for the Aircraft.

6.4      NON-DISCLOSURE AND NON-USE

         6.4.1    Subject to Clause 6.4.3 below, New Air agrees not to disclose
                  to any third party (other than professional advisers of such
                  party who agree to abide in advance by the non-disclosure
                  requirements set forth in this Clause 6.4) any Information
                  which it acquires directly or indirectly from IAE and agrees
                  not to use the same other than for the purpose for which it
                  was disclosed without


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

                                                                Page 22 of 131

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                  the written approval of IAE. The expression "Information" in
                  this Clause 6.4.1 includes but is not limited to all oral or
                  written information, know-how, data, reports, drawings and
                  specifications, and all provisions of this Contract.

         6.4.2    New Air shall be responsible for the observance of the
                  provisions of Clause 6.4.1 above by its employees.

         6.4.3    The provisions of Clause 6.4.1 above shall not apply to
                  information which is or becomes generally known in the aero
                  engine industry nor shall the provisions of Clause 6.4.1 above
                  prevent any necessary disclosure of information to enable New
                  Air itself to operate, maintain or overhaul Supplies.

         6.4.4    New Air shall be responsible for obtaining any required
                  authorization including any export licenses, import licenses,
                  exchange permits or any other governmental authorizations
                  required in connection with the transactions contemplated
                  under this Contract. New Air shall restrict disclosure of all
                  information and data furnished under this Contract in
                  obtaining such licenses, permits, or authorizations. New Air
                  shall only ship the Supplies and information and data
                  furnished under this Contract to those destinations permitted
                  under such licenses, permits, or authorizations.

         6.4.5    In the event that any of the Information as described in
                  Clause 6.4.1 is required to be disclosed by New Air through a
                  valid governmental, judicial or regulatory agency order, New
                  Air agrees to advise IAE of the need for disclosure (in
                  advance of such disclosure when possible) and to limit the
                  disclosure to only those portions of the Information
                  specifically required to be disclosed by such order, and to
                  maintain the confidentiality of as much of the Information as
                  legally possible.

6.5      TAXES

         6.5.1    Subject to Clause 6.5.2 below, IAE shall pay all imposts,
                  duties, fees, taxes and other like charges levied by the
                  governments of the United Kingdom, the United States of
                  America, the Federal Republic of Germany, and Japan or any
                  agency thereof in connection with the Supplies prior to their
                  delivery.

         6.5.2    All amounts stated to be payable by New Air pursuant to this
                  Contract exclude any value added tax, sales tax or taxes on
                  turnover. In the event that the supply of goods or services
                  under this Contract is chargeable to any value added tax,
                  sales tax or taxes on turnover such tax will be borne by New
                  Air. To ensure so far as possible that New Air is not charged
                  with European Community value added tax ("VAT"), New Air will
                  within 30 days of signature hereof, inform IAE of its VAT Code
                  (if any) for inclusion on IAE's invoices.

         6.5.3    New Air shall pay all other imposts, duties, fees, taxes and
                  other like charges by whomsoever levied.

                                                                Page 23 of 131

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6.6      AMENDMENT

         This Contract shall not be amended in any way other than by written
         agreement by the parties on or after the date of this Contract, which
         agreement is expressly stated to amend this Contract.

6.7      ASSIGNMENT

         Except as provided under Clause 5 above, neither party may assign any
         of its rights or obligations hereunder without the written consent of
         the other party (except that IAE may assign its rights to receive money
         hereunder or its rights and obligations, or a portion thereof, to any
         wholly owned subsidiary of IAE or to any of IAE's shareholders). Any
         assignment made in violation of this Clause 6.7 shall be null and void.

6.8      EXHIBITS

         In the event of any unresolved conflict or discrepancy between the
         Exhibits (which are hereby expressly made a part of this Contract) and
         Clauses of this Contract then the Clauses shall prevail.

6.9      HEADINGS

         The Clause headings and the Index do not form a part of this Contract
         and shall not govern or affect the interpretation of this Contract.

6.10     LAW

         This Contract shall be subject to and interpreted and construed in
         accordance with the laws of the State of Connecticut, United States of
         America (excluding its conflicts of law provisions). The parties agree
         to exclude the application of the United Nations Convention on
         Contracts for the International Sale of Goods (1980).

6.11     NOTICES

         Any notice to be served pursuant to this Contract shall be in the
         English language and is to be sent by certified mail, recognized
         international carrier or facsimile (with confirmation copy by any of
         the other means) to:

         In the case of IAE:

                   IAE International Aero Engines AG
                   400 Main Street, M/S 121-10,
                   East Hartford, Connecticut 06108, USA

                   Facsimile No. 860-565-5220

                                                                Page 24 of 131

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                   Attention: Business Director and Chief Legal Officer

         In the case of New Air:

                   New Air Corporation
                   6322 South 3000 East
                   Suite L201
                   Salt Lake City, Utah 84121

                   Facsimile No. 801-944-4840

         Attention: Executive Vice President and General Counsel, Thomas Kelly
         With a copy to the Chief Financial Officer, John Owen

         or in each case to such other place of business as may be notified from
         time to time by the receiving party.

6.12     EXCLUSION OF OTHER PROVISIONS AND PREVIOUS UNDERSTANDINGS

         6.12.1   This Contract contains the only provisions governing the sale
                  and purchase of the Supplies and shall apply to the exclusion
                  of any other provisions on or attached to or otherwise forming
                  part of any order form of New Air, or any acknowledgment or
                  acceptance by IAE, or of any other document which may be
                  issued by either party relating to the sale and purchase of
                  the Supplies.

         6.12.2   The parties agree that neither of them have placed any
                  reliance whatsoever on any representations, agreements,
                  statements or understandings made prior to the signature of
                  this Contract, whether orally or in writing, relating to the
                  Supplies, other than those expressly incorporated in this
                  Contract, which has been negotiated on the basis that its
                  provisions represent their entire agreement relating to the
                  Supplies and shall supersede all such representations,
                  agreements, statements and understandings.

6.13     CONDITIONS PRECEDENT

         During the term of this Contract, the obligations of IAE to provide, or
         cause to be provided Supplies or any other benefits to New Air pursuant
         to the terms hereof, shall be subject to the non-existence of any of
         the following events on the date when such Supplies or benefits become
         due, and should any such event then exist IAE shall be under no
         obligation to provide, or cause to be provided any Supplies or any
         other benefits to New Air:

         (a)      A continuing event of default (taking into account any
                  applicable grace period) by New Air in (x) the payment of
                  [****] U.S. Dollars [****] or more of other amounts under
                  the Contract (including any exhibits and letter agreements
                  thereto), or (y) the payment of any scheduled amount of
                  principal, interest, lease rental or other similar payment
                  under any

----------
[****] 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 25 of 131

<Page>

                  of the financings implemented pursuant to any IAE financing
                  agreement with New Air for the Aircraft; or

         (b)      Any event that is a Termination Event or would be a
                  Termination Event, but for lapse of time, shall have occurred.

6.14     TERMINATION EVENTS

         Any of the following shall constitute a "Termination Event" under this
         Contract:

         (i)      New Air commences any case, proceeding or other action with
                  respect to New Air or its property in any jurisdiction
                  relating to bankruptcy, insolvency, reorganization,
                  dissolution, liquidation, winding-up, or relief from, or with
                  respect to, or readjustment of, debts or obligations; or

         (ii)     New Air seeks the appointment of a receiver, trustee,
                  custodian or other similar official for New Air for all or
                  substantially all of its assets, or New Air makes a general
                  assignment for the benefit of its creditors; or

         (iii)    New Air otherwise becomes the object of any case, proceeding
                  or action of the type referred to in the preceding clauses (i)
                  or (ii) which remains unstayed, undismissed or undischarged
                  for a period of sixty (60) days; or

         (iv)     An action is commenced against New Air seeking issuance of a
                  warrant of attachment, execution, distraint or similar process
                  against all or any substantial part of its assets which
                  remains unstayed, undismissed or undischarged for a period of
                  sixty (60) days; or

         (v)      A continuing event of default (taking into account any
                  applicable grace period) by New Air on any payment of
                  principal or interest on any indebtedness hereunder or in the
                  payment of any guarantee obligation hereunder or under any
                  IAE financing agreement with New Air for the Aircraft, or any
                  other document related hereto to which New Air and IAE, or
                  their respective affiliates, are parties.

         In the event of the occurrence of a Termination Event, New Air
         shall be deemed to be in material breach of this Contract, and IAE
         shall at its option have the right to resort to any remedy under
         applicable law, including, without limitation, the right by written
         notice, effective immediately, to terminate this Contract; provided
         that, no such notice need be delivered, and this Contract shall
         automatically terminate upon the occurrence of a Termination Event
         specified in sub-Clause (i),(ii) or (iii).

                                                                Page 26 of 131

<Page>

IN WITNESS WHEREOF the parties hereto have caused this Contract to be signed
on their behalf by the hands of their authorized officers the day and year
first before written:

For IAE International Aero Engines AG       /s/ [Illegible]
                                          ------------------------------

In the presence of                          /s/ [Illegible]
                                          ------------------------------

For New Air Corporation                     /s/ David Neeleman, CEO
                                          ------------------------------

In the presence of                          /s/ Thomas E. Kelly
                                          ------------------------------






                                                                Page 27 of 131

<Page>


                                   EXHIBIT A1

                   V2500 TURBOFAN ENGINE MODEL SPECIFICATION

FAA Commercial Type Certificate E40NE           Model V2524 - A5
                                                Spec. No. IAE S24A5/2


                            SEA LEVEL STATIC RATINGS
                              (See General Notes)


<Table>
<Caption>
                                                  Net
                                                 Thrust
                                                   lb


<S>                                            <C>
Take-off Rating (5 min)                         24,480
Maximum Continuous Rating                       19,200
</Table>

DESCRIPTION

Type - Dual rotor, axial flow, high bypass turbofan, single-stage fan,
four-stage low compressor, ten-stage high pressure compressor, annular
combustor, two-stage high pressure turbine, five-stage low pressure turbine.

Installation Drawing No. 4W6199. The Engine Installation Drawing shows the
Engine envelope and provides dimensions and data for the engine installation
interfaces.

FUEL AND OIL

Fuel - Specification:  MIL-T-5624, MIL-T-83133 or ASTM-D-1655
Oil - Specification:   MIL-L-23699 Type II
Oil Consumption:       Maximum (as measured over a 10-hour period) 0.15 U.S.
                       gal/hr


                               STANDARD EQUIPMENT
                           (Included in Engine Price)

                   FUEL SYSTEM AND CONTROL SYSTEM COMPRISING:

LP/HP Fuel Pump, Fuel Filter Element, Fuel Temperature Sensor, Fuel
Diverter/Back to Tank Valve, Fuel Distribution Valve, P2T2 Probe, Relay Box,
Electronic Engine Control, Dedicated Generator, P4.9 Sensors and Manifold,
Woodward Governor Company Fuel Metering Unit, Fuel Supply Pipe.


                                                                Page 28 of 131

<Page>

                           IGNITION SYSTEM COMPRISING:

Ignition Exciter, Igniter Plug, Ignition Lead (2 each).

                              AIR SYSTEM COMPRISING:

No. 4 Bearing Compartment Heat Exchanger, HP/LP Active Clearance Control
Valve, Active Clearance Control Valve Actuator, LP Compressor Bleed Valve
Master Actuator, LP Compressor Bleed Valve Slave Actuator, Variable Stator
Vane Actuator, HP Compressor Bleed Valves, HP Compressor Bleed Valve
Solenoids.

                      ENGINE INDICATING SYSTEM COMPRISING:

Exhaust Gas Temperature (EGT) Thermocouples, EGT Harness and Junction Box.

                             OIL SYSTEM COMPRISING:

Oil Tank, Air Cooled Oil Cooler, Fuel Cooled Oil Cooler, Pressure Oil Filter
Element, Air Cooled Oil Cooler Modulating Valve, Scavenge Oil Filter Housing
Assembly and Element, No. 4 Bearing Compartment Scavenge Valve, No. 4 Bearing
Scavenge Pressure Transducer, IDG Fuel Cooled Oil Cooler.

                                 MISCELLANEOUS:

Electrical EEC Harnesses - Fan and Core, Nose Spinner, PART - Drains, If
Intertwined With Engine parts, Airframe Accessory Mounting Pads and Drives,
PART - Brackets on Working Flanges for attachment of Aircraft Equipment and
EBU, PART - IDG Piping, where Intertwined with Engine Parts.

                              ADDITIONAL EQUIPMENT
                           Available at Increased Price

Engine Storage Bag
Engine Transportation Stand
Enhanced Engine Condition Monitoring Instrumentation

Items of ADDITIONAL EQUIPMENT should be ordered at the time of engine
procurement in order to assure availability of this equipment at the time of
engine shipment.

                                                                Page 29 of 131

<Page>

                                 GENERAL NOTES

The specified Sea Level Static Ratings are ideal and are based on U.S.
Standard Atmosphere 1962 conditions, the specified fuel and oil, an ideal inlet
pressure recovery, no fan or compressor air bleed or load on accessory
drives, a mixed exhaust system having no internal pressure losses and with a
mixed primary nozzle velocity coefficient equal to 1.0.

Take-off rating is the maximum thrust certified for take-off operation.
Take-off thrust is available at and below ISA + 40 DEG. C (72 DEG. F)
ambient temperatures.

Maximum Continuous Rating is the maximum thrust certified for continuous
operation. The specified thrust is available at and below ISA + 18
DEG. F (10 DEG. C) ambient temperature.

Maximum Climb Rating is the maximum thrust approved for normal climb
operation.

Maximum Cruise Rating is the maximum thrust approved for normal cruise
operation.

Unless otherwise specified, engines will be supplied with the STANDARD
EQUIPMENT listed.







                                                                Page 30 of 131

<Page>

                                 EXHIBIT A2

                  V2500 TURBOFAN ENGINE MODEL SPECIFICATION

FAA Commercial Type Certificate E4ONE      Model V2527 - A5
                                           Spec. No. IAE S27A5/2


                    SEA LEVEL STATIC RATINGS
                      (See General Notes)

                                              Net
                                             Thrust
                                               lb

Take-off Rating (5 min)                      24,800
Maximum Continuous Rating                    22,240

DESCRIPTION

Type - Dual rotor, axial flow, high bypass turbofan, single-stage fan,
four-stage low compressor, ten-stage high pressure compressor, annular
combustor, two-stage high pressure turbine, five-stage low pressure turbine.

Installation Drawing No. 4W6199. The Engine Installation Drawing shows the
Engine envelope and provides dimensions and data for the engine installation
interfaces.

FUEL AND OIL

Fuel - Specification:  MIL-T-5624, MIL-T-83133 or ASTM-D-1655
Oil - Specification:   MIL-L-23699 Type II
Oil Consumption:       Maximum (as measured over a 10-hour period) 0.15 U.S.
                       gal/hr

                            STANDARD EQUIPMENT
                         (Included in Engine Price)

                FUEL SYSTEM AND CONTROL SYSTEM COMPRISING:

LP/HP Fuel Pump, Fuel Filter Element, Fuel Temperature Sensor, Fuel
Diverter/Back to Tank Valve, Fuel Distribution Valve, P2T2 Probe, Relay Box,
Electronic Engine Control, Dedicated Generator, P4.9 Sensors and Manifold,
Woodward Governor Company Fuel Metering Unit, Fuel Supply Pipe.

                                                               Page 31 of 131

<Page>

                        IGNITION SYSTEM COMPRISING:

Ignition Exciter, Igniter Plug, Ignition Lead (2 each).

                           AIR SYSTEM COMPRISING:

No. 4 Bearing Compartment Heat Exchanger, HP/LP Active Clearance Control
Valve, Active Clearance Control Valve Actuator, LP Compressor Bleed Valve
Master Actuator, LP Compressor Bleed Valve Slave Actuator, Variable Stator
Vane Actuator, HP Compressor Bleed Valves, HP Compressor Bleed Valve
Solenoids.

                     ENGINE INDICATING SYSTEM COMPRISING:

Exhaust Gas Temperature (EGT) Thermocouples, EGT Harness and Junction Box.


                           OIL SYSTEM COMPRISING:

Oil Tank, Air Cooled Oil Cooler, Fuel Cooled Oil Cooler, Pressure Oil Filter
Element, Air Cooled Oil Cooler Modulating Valve, Scavenge Oil Filter Housing
Assembly and Element, No. 4 Bearing Compartment Scavenge Valve, No. 4 Bearing
Scavenge Pressure Transducer, IDG Fuel Cooled Oil Cooler.

                               MISCELLANEOUS:

Electrical EEC Harnesses - Fan and Core, Nose Spinner, PART - Drains, If
Intertwined With Engine parts, Airframe Accessory Mounting Pads and Drives,
PART - Brackets on Working Flanges for attachment of Aircraft Equipment and
EBU, PART - IDG Piping, where Intertwined with Engine Parts.

                            ADDITIONAL EQUIPMENT
                        Available at Increased Price

Engine Storage Bag
Engine Transportation Stand
Enhanced Engine Condition Monitoring Instrumentation

Items of ADDITIONAL EQUIPMENT should be ordered at the time of engine
procurement in order to assure availability of this equipment at the time of
engine shipment.


                                                               Page 32 of 131

<Page>

                                  GENERAL NOTES

The specified Sea Level Static Ratings are ideal and are based on U.S.
Standard Atmosphere 1962 conditions, the specified fuel and oil, an ideal
inlet pressure recovery, no fan or compressor air bleed or load on accessory
drives, a mixed exhaust system having no internal pressure losses and with a
mixed primary nozzle velocity coefficient equal to 1.0.

Take-off rating is the maximum thrust certified for take-off operation.
Take-off thrust is available at and below ISA plus 40DEG.C (72DEG.F) ambient
temperatures.

Maximum Continuous Rating is the maximum thrust certified for continuous
operation. The specified thrust is available at and below ISA plus 18DEG.F
(10DEG.C) ambient temperature.

Maximum Climb Rating is the maximum thrust approved for normal climb
operation.

Maximum Cruise Rating is the maximum thrust approved for normal cruise
operation.

Unless otherwise specified, engines will be supplied with the STANDARD
EQUIPMENT listed.

                                                               Page 33 of 131

<Page>

                                 EXHIBIT A3

                  V2500 TURBOFAN ENGINE MODEL SPECIFICATION

FAA Commercial Type Certificate E4ONE      Model V2533 - A5
                                           Spec. No. IAE S33A5/2


                    SEA LEVEL STATIC RATINGS
                      (See General Notes)

                                              Net
                                             Thrust
                                               lb

Take-off Rating (5 min)                      31,600
Maximum Continuous Rating                    26,950

DESCRIPTION

Type - Dual rotor, axial flow, high bypass turbofan, single-stage fan,
four-stage low compressor, ten-stage high pressure compressor, annular
combustor, two-stage high pressure turbine, five-stage low pressure turbine.

Installation Drawing No. 4W6199. The Engine Installation Drawing shows the
Engine envelope and provides dimensions and data for the engine installation
interfaces.

FUEL AND OIL

Fuel - Specification:  MIL-T-5624, MIL-T-83133 or ASTM-D-1655
Oil - Specification:   MIL-L-23699 Type II
Oil Consumption:       Maximum (as measured over a 10-hour period) 0.15 U.S.
                       gal/hr

                            STANDARD EQUIPMENT
                         (Included in Engine Price)

                FUEL SYSTEM AND CONTROL SYSTEM COMPRISING:

LP/HP Fuel Pump, Fuel Filter Element, Fuel Temperature Sensor, Fuel
Diverter/Back to Tank Valve, Fuel Distribution Valve, P2T2 Probe, Relay Box,
Electronic Engine Control, Dedicated Generator, P4.9 Sensors and Manifold,
Woodward Governor Company Fuel Metering Unit, Fuel Supply Pipe.

                                                             Page 34 of 131

<Page>

                    IGNITION SYSTEM COMPRISING:

Ignition Exciter, Igniter Plug, Ignition Lead (2 each).

                      AIR SYSTEM COMPRISING:

No. 4 Bearing Compartment Heat Exchanger, HP/LP Active Clearance Control
Valve, Active Clearance Control Valve Actuator, LP Compressor Bleed Valve
Master Actuator, LP Compressor Bleed Valve Slave Actuator, Variable Stator
Vane Actuator, HP Compressor Bleed Valves, HP Compressor Bleed Valve
Solenoids.

               ENGINE INDICATING SYSTEM COMPRISING:

Exhaust Gas Temperature (EGT) Thermocouples, EGT Harness and Junction Box.

                      OIL SYSTEM COMPRISING:

Oil Tank, Air Cooled Oil Cooler, Fuel Cooled Oil Cooler, Pressure Oil Filter
Element, Air Cooled Oil Cooler Modulating Valve, Scavenge Oil Filter Housing
Assembly and Element, No. 4 Bearing Compartment Scavenge Valve, No. 4 Bearing
Scavenge Pressure Transducer, IDG Fuel Cooled Oil Cooler.

                          MISCELLANEOUS:

Electrical EEC Harnesses - Fan and Core, Nose Spinner, PART - Drains, If
Intertwined With Engine parts, Airframe Accessory Mounting Pads and Drives,
PART - Brackets on Working Flanges for attachment of Aircraft Equipment and
EBU, PART - IDG Piping, where Intertwined with Engine Parts.

                       ADDITIONAL EQUIPMENT
                   Available at Increased Price

Engine Storage Bag
Engine Transportation Stand
Enhanced Engine Condition Monitoring Instrumentation

Items of ADDITIONAL EQUIPMENT should be ordered at the time of engine
procurement in order to assure availability of this equipment at the time of
engine shipment.

                                                             Page 35 of 131

<Page>

                                  GENERAL NOTES

The specified Sea Level Static Ratings are ideal and are based on U.S.
Standard Atmosphere 1962 conditions, the specified fuel and oil, an ideal
inlet pressure recovery, no fan or compressor air bleed or load on accessory
drives, a mixed exhaust system having no internal pressure losses and with a
mixed primary nozzle velocity coefficient equal to 1.0.

Take-off rating is the maximum thrust certified for take-off operation.
Take-off thrust is available at and below ISA plus 40DEG.C (72DEG.F) ambient
temperatures.

Maximum Continuous Rating is the maximum thrust certified for continuous
operation. The specified thrust is available at and below ISA plus 18DEG.F
(10DEG.C) ambient temperature.

Maximum Climb Rating is the maximum thrust approved for normal climb
operation.

Maximum Cruise Rating is the maximum thrust approved for normal cruise
operation.

Unless otherwise specified, engines will be supplied with the STANDARD
EQUIPMENT listed.

                                                               Page 36 of 131

<Page>


                                   EXHIBIT B

                                   SCHEDULES


<Page>

                                   EXHIBIT B1

                          AIRCRAFT DELIVERY SCHEDULES

<Table>
<Caption>

FIRM A320 AIRCRAFT
     YEAR                   NUMBER     DELIVERY PERIOD
     ----                   ------     ---------------
<S>                         <C>        <C>
     2000                      6       (1)[****];(1)[****];(1)[****]
                                       (1)[****];(2)[****]
     2001                      6       (3)[****];(3)[****]
     2002                      8       (2)[****];(6)[****]
     2003                      5
     TOTAL                    25

</Table>

All twenty-five (25) Firm A320 Aircraft have no deferral or conversion
rights.

<Table>
<Caption>

OPTION A320 AIRCRAFT
     YEAR                   NUMBER
     ----                   ------
<S>                         <C>
     2003                      3
     2004                      5
     2005                      5
     2006                      6
     2007                      6
     TOTAL                    25

</Table>

RESERVE OPTION A320 FAMILY AIRCRAFT

Under the terms of its purchase agreement with Airbus for the Aircraft, New
Air has the right to receive delivery positions for Reserve Option A320
Family Aircraft equal to the number of Option A320 Family Aircraft as to
which New Air has exercised its purchase rights. Because New Air has options
with Airbus for twenty-five (25) Option A320 Family Aircraft, it
correspondingly has rights with Airbus to receive delivery positions for up
to twenty-five (25) Reserve Option A320 Family Aircraft. No dates are
specified for delivery of these Reserve Option A320 Family Aircraft. Such
delivery dates will be determined at the time options are exercised by New
Air. The agreement between New Air and Airbus anticipates that all Reserve
Option A320 Family Aircraft will be delivered prior to the end of 2007.
Airbus has also granted New Air conversion rights for each of the twenty-five
(25) Option A320 Family Aircraft and the twenty-five (25) Reserve Option A320
Family Aircraft to the A321-200 or A319 aircraft type on twenty-one months
notice to Airbus.

<Table>
<Caption>

LEASED AIRCRAFT
     YEAR                   NUMBER     DELIVERY PERIOD
     ----                   ------     ---------------
<S>                         <C>        <C>
     1999                      1       [****]
     2000                      3       (1)[****];(1)[****];(1)[****]
     2001                      3       (1)[****];(1)[****];(1)[****]
     TOTAL                     7

</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.


                                                                Page 38 of 131

<Page>

                            EXHIBIT B2

                      PURCHASED ITEMS, PRICE,

                  ESCALATION FORMULA AND DELIVERY


<Table>
<Caption>

                                   Basic Contract Price
Purchased Item                  U.S. Dollars (January 1999)     Qty.      Delivery Date
---------------------------------------------------------------------------------------
<S>                             <C>                             <C>       <C>
V2527-A5 spare Engine:                  [****]                   1            [****]99
V2527-A5 spare Engine:                  [****]                   1            [****]00
V2527-A5 spare Engine:                  [****]                   1            [****]01
V2527-A5 spare Engine:                  [****]                   1            [****]02
V2527-A5 spare Engine:                  [****]                   1            [****]03

OPTION SPARE ENGINES
----------------------
V2524-A5 spare Engine:                  [****]
V2527-A5 spare Engine:                  [****]
V2533-A5 spare Engine:                  [****]

</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.


                                                                Page 39 of 131

<Page>


                         IAE ESCALATION FORMULA

1.   Any unit base price or other sum expressed to be subject to escalation
     from a base month to a month of delivery or other date of determination
     in accordance with the IAE Escalation Formula will be subject to
     escalation in accordance with the following formula:

     P=Pb ([****] L + [****]   M + [****]  E)
               ---        ---       ---
                Lo         Mo        Eo

     Where:

     P = the invoiced purchase price or escalated sum rounded to the nearest
     U.S. Dollar.

     Pb = unit base price or other sum.

     Lo = the "Average Hourly Earnings of Aircraft Engine and Engine Parts
     Production Workers" SIC Code 3724 published by the Bureau of Labor
     Statistics in the U.S. Department of Labor for the month preceding the
     base month by four months.

     L = the "Average Hourly Earnings of Aircraft Engine and Engine Parts
     Production Workers" SIC Code 3724 for the month preceding the month of
     delivery or other date of determination by four months.

     Mo = the "Producer Price Index, Code 10, for Metals and Metal Products"
     published by the Bureau of Labor Statistics in the U.S. Department of
     Labor for the month preceding the base month by four months.

     M = the "Producer Price Index, Code 10, for Metals and Metal Products"
     for the month preceding the month of delivery or other date of
     determination by four months.

     Eo = the "Producer Price Index, Code 5, for Fuel and Related Products
     and Power" published by the Bureau of Labor Statistics in the U.S.
     Department of Labor for the month preceding the base month by four
     months.

     E = the "Producer Price Index, Code 5, for Fuel and Related Products and
     Power" for the month preceding the month of delivery or other date of
     determination by four months.

2.   The values of the factors [****] L and [****]  M and [****] E
                                     ---         ---        ---
                                      Lo          Mo         Eo

     respectively, shall be determined to the nearest fourth decimal place.
     If the fifth decimal is five or more, the fourth decimal place shall be
     raised to the next higher number.

3.   If the U.S. Department of Labor ceases to publish the above statistics
     or modifies the basis of their calculation, then IAE may substitute any
     officially recognized and substantially equivalent statistics.

----------
[****] 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 40 of 131

<Page>

4.   The Basic Contract Prices contained in this Exhibit B are subject to
     escalation from a Base Month of January 1999 to the month of delivery
     using Lo, Mo and Eo values for September 1998.

5.   If the application of the formula contained in this Exhibit B results in
     a Purchase Price which is lower than the Basic Contract Price, the Basic
     Contract Price will be deemed to be the Purchase Price for such Supplies.








                                                                Page 41 of 131

<Page>


                                   EXHIBIT C

                              PROJECT SUPPORT PLAN





                                                                Page 42 of 131

<Page>




                                PRODUCT SUPPORT

                                    FOR THE

                                  V2500 ENGINE

                        IAE INTERNATIONAL AERO ENGINES AG




                                                                Page 43 of 131

<Page>


                                 TABLE OF CONTENTS


1.   INTRODUCTION.......................................................46

2.   CUSTOMER SUPPORT...................................................47

     2.1  Customer Support Manager
     2.2  Customer Support Representatives
     2.3  Customer Training
     2.4  Engine Maintenance Management
     2.5  Operations Monitoring
     2.6  Special Programs

3.   BUSINESS SUPPORT...................................................51

     3.1  Engine Warranty Services
     3.2  Maintenance Center Support
     3.3  Maintenance Facilities Planning Service
     3.4  Engine Reliability and Economic Forecasts
     3.5  Logistics Support Studies
     3.6  Lease Engine Program

4.   TECHNICAL SERVICES.................................................54

     4.1  Technical Services
     4.2  Powerplant Maintenance
     4.3  Customer Performance
     4.4  Diagnostic Systems
     4.5  Human Factors
     4.6  Flight Operations
     4.7  Repair Services
     4.8  Tooling and Support Equipment Services
     4.9  Product Support Technical Publications

5.   SPARE PARTS........................................................65
     5.1  Spare Parts Support



                                                                Page 44 of 131

<Page>

1.0      INTRODUCTION

         IAE International Aero Engines AG (IAE) will make the following support
         personnel and services available to the V2500 engine customer: Flight
         Operations, Customer Performance, Customer Support Representatives,
         Customer Maintenance Support, Technical Services, Powerplant
         Maintenance, Service Data Analysis, Human Factors, Repair Services,
         Warranty Administration, Maintenance Facilities Planning, Tooling and
         Support Equipment Services, Product Support Technical Publications,
         Customer Training, Spare Parts Support and Maintenance Center Support.
         In general, these services are provided at no charge to V2500
         customers, however, some specific customized services as noted in the
         descriptions below, may be purchased from IAE.

         To make these support services readily available to you, our customer,
         in the most efficient manner, the Customer Support Group has been
         established and assigned primary responsibility within IAE for
         customer liaison. A Customer Support Manager is assigned to maintain
         direct liaison with each individual Customer. A description of the
         various product support services available to each customer follows.

         IAE reserves the right to withdraw or modify the services described
         herein at any time at its sole discretion. No such withdrawal or
         modification shall diminish the level of services and support which the
         Customer may be entitled to receive with respect to V2500 engines for
         which an acceptable order has been placed with IAE or with respect to
         aircraft with installed V2500 engines for which a firm and
         unconditional order has been placed with the aircraft manufacturer,
         prior to the announcement of any such withdrawal or modification.

                                                                Page 45 of 131

<Page>

2.0      CUSTOMER SUPPORT

         2.1      CUSTOMER SUPPORT MANAGER

                  The Customer Support Manager provides a direct liaison
                  between the airline customer's Engineering, Maintenance,
                  Operations, Logistics, Commercial and Financial
                  organizations and the corresponding functions within IAE.
                  The Customer Support Manager assigned to each airline is
                  responsible for coordinating and monitoring the effort of
                  the Product Support Department functional organization to
                  achieve timely and responsive support for the airline.

                  The Customer Support Manager provides the following specific
                  services to the airline customer:

                  -        Readiness Program and planning prior to EIS

                  -        Technical recommendations and information.

                  -        Engine Maintenance Management Plans

                  -        Refurbishment, Modification and Conversion program
                           planning assistance.

                  -        Coordination of customer repair, maintenance and
                           logistics requirements with the appropriate Product
                           Support functional groups.

                  -        Assist with critical engine warranty/service policy
                           claims.

                  The Customer Support Manager will represent the airline
                  customer in IAE internal discussions to ensure that the best
                  interests of the customer and IAE are considered when making
                  recommendations to initiate a program, implement a change or
                  improvement in the V2500 engine.

         2.2      CUSTOMER SUPPORT REPRESENTATIVES

                  IAE Customer Support Representatives provide the following
                  services to the airline customer:

         -        24 Hour Support

         -        Maintenance Action Recommendations

         -        Daily Reporting on Engine Technical Situations

         -        On-The-Job Training

         -        Service Policy Preparation Assistance

         -        Prompt Communication with IAE

                  2.2.1    ENGINE MAINTENANCE SUPPORT SERVICE:

                           Customer Support Representatives assist airline
                           customer personnel in the necessary preparation for
                           engine operation and maintenance. The Representative,
                           teamed with a Customer Support Manager will work
                           closely with the airplane manufacturer's support team
                           particularly during the initial period of aircraft
                           operation. Representatives are in frequent contact
                           with the IAE offices on technical matters.
                           Information and guidance received from

                                                                Page 46 of 131

<Page>

                           the home office is transmitted promptly to the
                           airline which allows the airline to share in all
                           related industry experience.

                           The practice permits immediate use of the most
                           effective procedures and avoidance of unsuccessful
                           techniques. The IAE office contact ensures
                           that IAE Representatives know, in detail, the latest
                           and most effective engine maintenance procedures and
                           equipment being used for maintenance and overhaul of
                           V2500 engines. They offer technical information and
                           recommendations to airline personnel on all aspects
                           of maintenance, repair, assembly, balancing, testing,
                           and spare parts support of IAE.

                  2.2.2    ON THE JOB TRAINING:

                           Customer Support Representatives will conduct
                           on-the-job training for the airline's maintenance
                           personnel. This training continues until the
                           maintenance personnel have achieved the necessary
                           level of proficiency. Training of new maintenance
                           personnel will be conducted on a continuing basis.

                  2.2.3    SERVICE POLICY ADMINISTRATION:

                           Customer Support Representatives will provide
                           administrative and technical assistance in the
                           application of the IAE Engine and Parts Service
                           Policy to ensure expeditious and accurate processing
                           of airline customer claims.

         2.3      CUSTOMER TRAINING:

                  2.3.1    IAE Customer Training offers airline customers the
                           following support:

                           -        Technical Training at Purpose Built
                                    Facilities

                           -        On-site Technical Training

                           -        Technical Training Consulting Service

                           -        Training Aids and Materials

                  2.3.2    TRAINING PROGRAM:

                           The IAE Customer Training Center has an experienced
                           full-time training staff which conducts formal
                           training programs in English for airline customers'
                           maintenance, training and engineering personnel. The
                           standard training programs are designed to prepare
                           customer personnel, prior to the delivery of the
                           first aircraft, to operate and maintain the installed
                           engines. Standard courses in engine operation, line
                           maintenance, modular maintenance, performance and
                           trouble-shooting are also available throughout the
                           production life of the engine. The courses utilize
                           the latest teaching technology, training aids and
                           student handouts. IAE Customer Support will
                           coordinate the scheduling of specific courses as
                           required. Training at the Customer Training Center
                           is provided to a limit of fifty (50)

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                           man-days per aircraft. The following is the
                           curriculum of standard courses available. On-site
                           technical training, technical training consulting
                           services and customized courses may be provided upon
                           customer request and subject to separate contractual
                           arrangements.

                  2.3.3    GENERAL V2500 FAMILIARIZATION:

                           This two day course is designed for experienced gas
                           turbine personnel who will be responsible for
                           planning, provisioning and maintenance of the V2500
                           engine. This course is also designed to appropriately
                           familiarize key staff, supervisory and operations
                           planning personnel and flight crews. Discussions are
                           concentrated in the following subject areas:

                           -        Engine construction features internal and
                                    external hardware.

                           -        Engine systems operation, major components
                                    accessibility for removal/replacement.

                           -        Operational procedures

                           -        Performance characteristics

                           -        Maintenance concepts, repair and replacement
                                    requirements and special tooling.

                           The course is normally conducted in preparation for
                           fleet introductory discussions in the provisioning of
                           spares and tooling, training and line maintenance
                           areas to acquaint the customer with the engine, its
                           systems, operations and procedures.

                  2.3.4    LINE MAINTENANCE AND TROUBLESHOOTING:

                           This course is designed for key line maintenance and
                           troubleshooting personnel who have not received
                           previous formal training on the V2500 engine. The
                           classroom phases provide the student with the
                           information essential for timely completion of line
                           maintenance activities and the procedures for
                           effective troubleshooting and correction of
                           malfunctions in the V2500 engine systems and the
                           engine/airframe interfaces. Classroom and shop
                           training are provided for in the following areas:

                           -        Engine Description

                           -        Systems Operation

                           -        Applied Performance

                           -        Ground Operations

                           -        Troubleshooting Procedures

                           -        Practical Phase Line Maintenance Tasks

                           Additional courses are available in Borescope
                           utilization and Engine Conditioning Monitoring (ECM)

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                  2.3.5    V2500 FAMILIARIZATION AND MODULAR MAINTENANCE:

                           Provides experienced heavy maintenance personnel with
                           engine modular disassembly and assembly training.
                           The training is concentrated in the following
                           subject areas:

                           -        Engine Description Overview

                           -        Engine Systems Overview

                           -        Heavy Maintenance Tasks*

                           *        Course duration and "hands-on" coverage are
                                    contingent on the availability of an engine
                                    and required tooling.

         2.4      ENGINE MAINTENANCE MANAGEMENT

                  Planning documents, tailored for individual operators, are
                  developed to serve as Engine Maintenance Management Program
                  criteria and should reflect the FAA requirements under which
                  New Air will operate. These are directed toward the objective
                  of ensuring cost-effective operation with acceptable post-
                  repair test performance, providing engine reliability to
                  achieve maximum time between shop visits, and minimizing the
                  adverse effects to operation of inflight shutdowns and
                  delays/cancellations. Through the institution of specific
                  maintenance recommendations, proper engine performance,
                  durability, and hot section parts lives can be achieved.

                  2.4.1    OPERATIONS MONITORING:

                           The following information is available to the airline
                           customer from the IAE Product Information
                           Process (IP) (2) Group:

                  2.4.2    OPERATION EXPERIENCE REPORTS:

                           IAE maintains V2500 Service Data System (SDS) data
                           base from which selected engine operations and
                           reliability summary reports will be developed and
                           made available on a scheduled basis to each airline
                           customer. Data reported by IAE Customer Support
                           Representatives serve as input to this data base.
                           This computerized data maintenance and retrieval
                           system will permit:

                           -        A pooling and exchange of service experience
                                    for the benefit of the entire airline
                                    industry.

                           -        A common statistical base.

                           -        The selective querying of computer data
                                    files for answers to customer inquiries,

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                           In addition to providing operations, reliability and
                           VIS reports, SDS serves in-house programs directed at
                           improving engine design and enhancing overall
                           customer support, including spare parts provisioning
                           and warranty administration.

         2.5      SPECIAL PROGRAMS

                  2.5.1    ENGINE HARDWARE RETROFIT:

                           Engine Retrofits are carried out to provide
                           modification of engine hardware configuration when
                           required on delivered engines. This involves
                           assisting in the marshaling of hardware, special
                           tools, manpower and the scheduling of engine and
                           material to modification sites.

                  2.5.2    CONTROLLED SERVICE USE PROGRAMS AND MATERIAL:

                           IAE shall assume responsibility for the planning,
                           sourcing, scheduling and delivery of Controlled
                           Service Use material, warranty replacement material,
                           service campaign material and program support
                           material subject to the terms of special contracts
                           with customers.

                           Urgent customer shipments, both inbound and outbound,
                           are monitored, traced, routed and expedited as
                           required. The receipt and movement of customer owned
                           material returned to IAE is carefully, controlled,
                           thus assuring an accurate accounting at all times.

3.0      BUSINESS SUPPORT

         The Business Support Group is dedicated to providing prompt and
         accurate assistance to you, our V2500 airline customer. This Group
         provides the following categories of assistance and support to the
         V2500 airline customer:

         -        Engine Warranty Services

         -        Maintenance Support

         -        Lease Engine Program

         -        Engine Reliability and Economic Forecasts

         -        Logistic Support Studies

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         3.1      ENGINE WARRANTY SERVICES

                  Engine Warranty Services will provide the following support
                  for the V2500 engine airline customer:

                  -        Prompt administration of claims concerning Engine
                           Warranty, Service Policy, other support programs and
                           Guarantee Plans.

                  -        Investigation of part condition and part failure.

                  -        Material provisioning administration for Controlled
                           Service Use programs and other material support.

                  3.1.1    PROMPT ADMINISTRATION:

                           Each airline customer is assigned a Warranty Analyst
                           whose job is to provide individual attention and
                           obtain prompt and effective settlements of Warranty
                           and Service Policy claims. A typical claim properly
                           submitted is generally settled, including issuance
                           of applicable credit memo, within thirty days.
                           Experience generated by much of the data derived from
                           such claims often enables IAE to monitor trends in
                           operating experience and to address and often
                           eliminate potential problems.

                  3.1.2    INVESTIGATION AND REPORTS:

                           Parts returned to IAE pursuant to the terms of the
                           Service Policy are investigated in appropriate detail
                           to analyze and evaluate part condition and cause of
                           part failure. A report of findings is prepared and
                           forwarded to the airline customer and to all IAE
                           departments involved. In the case of vendor parts,
                           the vendor is promptly informed. Where relevant,
                           reports will include recommendations to preclude
                           repetition of the problem.

         3.2      MAINTENANCE CENTER SUPPORT

                  IAE has arranged for the establishment of Maintenance Centers
                  which are available to accomplish repairs, modifications and
                  conversions, as well as the complete overhaul of the V2500
                  engine subject to IAE's standard terms and conditions for such
                  work.

                  Through the use of the IAE established Maintenance Centers and
                  their capabilities, an operator can minimize or eliminate the
                  need for investment in engine support areas depending on the
                  level of maintenance he elects the Maintenance Center to
                  perform. Savings in specific engine support areas, such as
                  spare parts inventory, maintenance and test tooling, support
                  equipment and test facilities, can be demonstrated. Use of
                  Maintenance Centers can also minimize the need for off-wing
                  maintenance and test personnel with their associated overhead.


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         3.3      MAINTENANCE FACILITIES PLANNING SERVICE

                  Maintenance Facilities Planning Service offers the following
                  support to IAE customer:

                  -        General Maintenance Facility Planning Publications

                  -        Customized Facility Plans

                  -        Maintenance Facility and Test Cell Planning
                           Consultation Services

                  Maintenance Facilities Planning Service provides general and
                  customized facility planning data and consultation services.
                  Facility Planning Manuals for the V2500 engine will present
                  the maintenance tasks, facility equipment and typical
                  departments floor plans showing arrangement of equipment
                  required to accomplish the tasks for all levels of
                  maintenance. The Facility Equipment Manual is a catalog of
                  standard facility equipment such as lathes, process tanks,
                  hoists, cranes, etc., which is suitable for use in the
                  maintenance and testing of IAE engines.

                  Customized facility planning services and consulting services
                  are offered subject to separate contractual arrangements.
                  Customized facility plans are developed to meet the
                  requirements of customers' specific fleet sizes, activities
                  and growth plans. The plans identify floor space, facility
                  equipment, utilities and manpower requirements. On-site
                  surveys are conducted as a part of customized plan development
                  to determine the adaptability of existing facilities and
                  equipment for the desired maintenance program. These plans
                  provide floor plan layouts to show recommended locations for
                  work stations, major equipment, marshaling and storage areas,
                  workflow patterns, and structural and utility requirements to
                  accommodate all the engine models that are maintained in the
                  customer's shop. The Maintenance Facilities Planning Service
                  also provides consultant services which are specifically
                  related to the development of engine test cells, and the
                  adaptation of existing maintenance facilities to accommodate
                  expanding production requirements and/or new or additional IAE
                  models.

         3.4      ENGINE RELIABILITY AND ECONOMIC FORECASTS

                  Engine reliability and economic forecasts in the forms of
                  predicted shop visit rates and maintenance costs can be
                  provided to reflect the airline customers' operating
                  characteristics. Additionally, various analyses can be
                  conducted to establish life probability profiles of critical
                  engine parts, and to determine optimum part configuration and
                  engine operating procedures.

         3.5      LOGISTICS SUPPORT STUDIES

                  As required, logistics studies are conducted to assist in the
                  planning of engine operational support. Such studies may
                  include spare engine and spare module requirements forecasts,
                  level of maintenance analyses, engine type economic
                  evaluations and life cycle cost estimates.

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         3.6      LEASE ENGINE PROGRAM

                  An engine lease program will be made available to V2500
                  Airline Customers subject to IAE's standard terms and
                  conditions of lease. Pool spares will be stationed at
                  selected locations to assure emergency protection against
                  aircraft-on-ground (AOG) situations or to provide
                  supplemental support during "zero spares" conditions. Lease
                  engines offered to New Air will be of a configuration and
                  certification standard acceptable to New Air. Availability
                  will be subject to prior demand; however, the program
                  logistics will be continually reviewed to assure the most
                  effective deployment of available pool engines.

4.0      TECHINICAL SERVICES

         4.1      TECHNICAL SERVICES

                  The Technical Services Group provides the following categories
                  of technical support to the airline customer:

                  -        Technical Services

                  -        Powerplant Maintenance

                  -        Customer Performance

                  -        Diagnostic Systems

                  -        Human Factors

                  -        Flight Operations

                  -        Repair Services

                  -        Tooling and Support Equipment Services

                  -        Technical Publications

                  Technical Services is responsible for the overall technical
                  support to the customers. The following services are
                  provided:

                  -        Technical Problem Identification/Corrective Action
                           Implementation

                  -        Technical Communication

                  -        Engine Conversion Program Definition and Management

                  -        Engine Upgrade and Commonality Studies

                  -        Engine Incident Investigation Assistance

                  Technical information supplied through IAE Customer Support
                  Representatives, Customer Support Managers, customer
                  correspondence and direct meetings with airlines'
                  representatives permits assessment of the factors involved in
                  technical problems and their impact on engine reliability and
                  operating costs. Resolution of these problems is coordinated
                  with responsible groups within IAE and the necessary
                  corrective action is defined. In certain situations the
                  corrective action

                                                                Page 53 of 131

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                  involves the establishment of Service Evaluation programs
                  for proposed modifications, and the establishment of warranty
                  assistance programs in conjunction with the IAE Warranty
                  Administration Group. Technical Services will assist customers
                  in the implementation of recommended corrective action and
                  improvements principally through official IAE technical
                  communications, and direct customer contact.

                  4.1.1    TECHNICAL COMMUNICATIONS:

                           Technical Services is responsible for the release of
                           technical communications. Primary communication modes
                           involves release of limits and procedures through
                           engine and maintenance manual revisions and the
                           requirements associated with engine upgrade and/or
                           conversion, durability and performance improvements,
                           and problem resolution through Service Bulletins is
                           provided by All Operator Letters and/or wires or
                           direct technical written response to individual
                           customer inquiries.

                  4.1.2    ENGINE CONVERSION PROGRAMS:

                           Technical Services defines minimum configuration
                           levels for conversion of service engine models. They
                           serve to assist the customer with the implementation
                           of conversion programs into existing fleets by
                           providing preliminary planning cost estimates and
                           technical planning information regarding tooling,
                           material and instructional requirements. Conversion
                           programs are monitored for problem areas and
                           Technical Services initiates and implements
                           corrective action as may be necessary.

                  4.1.3    ENGINE INCIDENT INVESTIGATION ASSISTANCE:

                           Assistance is provided to an airline in conducting
                           engine incident investigations in responding to the
                           requirements of the appropriate Airworthiness
                           authority.

                  4.1.4    LINE MAINTENANCE AND TROUBLESHOOTING:

                           Line Maintenance and Troubleshooting Seminars can be
                           conducted at the IAE Training Center with the
                           objective of improving line maintenance effectiveness
                           fleetwide. Specialized training on V2500 line
                           maintenance and troubleshooting can be provided
                           through on-site workshops by special contractual
                           arrangement.

                           Troubleshooting support is provided primarily through
                           powerplant troubleshooting procedures which are
                           published in IAE and airframe manufacturer's manuals.
                           When an airline encounters an engine problem and
                           corrective action taken has not been effective, more
                           direct support in troubleshooting and maintenance can
                           also be provided to the customer's line maintenance
                           personnel. Instructions on V2500 powerplant

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                           troubleshooting and maintenance can also be provided
                           to customer's line maintenance personnel.

                  4.1.5    AIRLINE SHOP MAINTENANCE:

                           Reviews of shop practices and procedures of
                           individual airlines can be conducted to determine the
                           most efficient and cost-effective methods for
                           maintenance and repair of the V2500 in the
                           environment in which the airline must maintain that
                           engine.

         4.2      POWERPLANT MAINTENANCE

                  Powerplant Maintenance covers responsibility for maximizing
                  engine maintainability, establishing maintenance concepts and
                  requirements and providing maintenance support plant for IAE.
                  This group provided the following services:

                  -        Definition of Maintenance Tasks and Resource
                           Requirements

                  -        Planning Guides

                  Powerplant Maintenance conducts design reviews and
                  comprehensive maintenance analysis of new engine designs and
                  engine design changes to maximize engine maintainability
                  consistent with performance, reliability, durability and life
                  cycle cost considerations. Maintenance concepts, requirements
                  and tasks are established to minimize maintenance costs. This
                  group represents the customer's maintainability interests in
                  internal IAE operations and upon request will assist the
                  customer in resolving specific maintenance task problems.

                  4.2.1    PROGRESSIVE MAINTENANCE PLANNING:

                           Powerplant Maintenance also provides Planning Guides
                           based upon Maintenance Task Analysis. The guides
                           present engine maintenance requirements, their
                           subordinate tasks and the required resources to
                           accomplish on-aircraft engine maintenance and the
                           off-aircraft repair of engines by modular
                           section/build group replacement. Maintenance
                           requirements are also presented for the refurbishment
                           of modular section/build group by parts replacement,
                           the complete repair of parts, the refurbishment of
                           accessory components and for engine testing. The data
                           in the Planning Guides is presented in a manner that
                           is primarily intended to assist new operators by
                           providing a phased introduction of new engines into
                           their shops and to capitalize on the design
                           maintainability features for the engine when they are
                           developing their maintenance plans.

                           Powerplant Maintenance Engineering will assist new
                           operators in planning a gradual, technically
                           feasible, and economically acceptable expansion from
                           line maintenance of installed engines through the
                           complete repair of parts and accessory components.

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         4.3      CUSTOMER PERFORMANCE

                  Customer Performance provides for the following types of
                  technical assistance to the airline customer:

                  -        Engine Performance Analysis Computer Programs for
                           Test Cell Use

                  -        Test Cell Correlation Analysis and Correction Factors

                  -        Engine Stability Procedures and Problem Analysis

                  Although much of the above support is provided in the form of
                  procedures, data and recommendations in various publications,
                  the group also answers inquiries of a performance nature which
                  are forwarded to IAE by individual customers.

                  ENGINE PERFORMANCE ANALYSIS

                  Technical support is provided in a number of areas related to
                  operational suitability including the development of the test
                  requirements and performance limits for the Adjustment and
                  Test Section of the Engine Manual. Computer programs that will
                  assist the operator in analyzing engine performance using test
                  cell data can be provided subject to IAE then current standard
                  license fees and Terms and Conditions.

                  4.3.1    TEST CELL CORRELATION:

                           Technical assistance is provided to the customer for
                           developing appropriate corrections to be used for
                           specific test configurations at customer owned test
                           cell facilities. Reports are provided presenting
                           correlation analyses and IAE recommended test cell
                           corrections which permit comparison of the
                           performance of customer tested engines with the
                           respective Engine Manual limits and guarantee plan
                           requirements.

                  4.3.2    ENGINE STABILITY:

                           Technical support is provided to ensure that engine
                           stability and starting reliability are maintained.
                           Service evaluation programs for proposed improvements
                           are initiated and monitored to determine their
                           effectiveness. In addition, problems relating to
                           engine control systems which impact engine stability
                           and performance are analyzed.

         4.4      DIAGNOSTIC SYSTEMS

                  Diagnostic Systems is responsible for the technical support of
                  customer acquisition of inflight engine data and the
                  assessment of engine performance through the use of that
                  data. Diagnostic Systems personnel provide the following
                  services:


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                  -        Guidance to help customers define their engine
                           monitoring system requirements.

                  -        Development of hardware specifications and computer
                           programs (by separate contractual arrangement) to
                           satisfy engine diagnostic requirements.

                  -        Coordination of all IAE airborne diagnostic support
                           activity.

                  4.4.1    GUIDANCE IN DEFINING ENGINE MONITORING SYSTEMS
                           REQUIREMENTS:

                           Diagnostic Systems can provide consultation services
                           to assist the customer in defining his engine
                           condition and performance monitoring requirements and
                           in selection of appropriate hardware and software
                           systems to meet those requirements and options
                           between the customer, airframe manufacturer, and
                           Airborne Integrated Data System (AIDS) manufacturer.

                  4.4.2    DEVELOPMENT AND COORDINATION

                           Diagnostic Systems personnel can develop hardware
                           specification and make computer software available to
                           accomplish Engine Condition Monitoring (ECM) and
                           performance analysis of engine modules using AIDS
                           data. Engine condition monitoring procedures, of
                           both the manual and computerized variety can also be
                           developed and provided in support of the customer's
                           selected method of engine condition monitoring.
                           Computer software will be provided to the customer
                           subject to IAE's then current standard license fees
                           and Terms and Conditions.

                           Diagnostic Systems personnel also coordinate
                           activities of cognizant functional groups at IAE to
                           provide engine related information to the customer,
                           airframe manufacturer, and AIDS equipment vendor
                           during the planning, installation, and operation of
                           AIDS.

         4.5      HUMAN FACTORS

                  Human Factors supplies data on task time and skill
                  requirements necessary for accomplishing maintenance
                  procedures.

                  Task data provided includes estimates of the man-hours,
                  elapsed time and job skills necessary to accomplish
                  maintenance tasks as described in IAE's Manual and Service
                  Bulletins. Data is supplied for "on" and "off" aircraft
                  maintenance tasks up to modular disassembly/assembly.
                  Additional selected task data can be supplied on
                  disassembly/assembly to the piece part level and on parts
                  repair. In addition, the group can help solve problems related
                  to skill requirements, body dimensions, or excessive man-hours
                  encountered in accomplishing maintenance tasks.

         4.6      FLIGHT OPERATIONS

                  Flight Operations provides the airline customer with the
                  following technical assistance concerning installed engine
                  operations:


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                  -        Introduction of new equipment

                  -        Problem resolution and assistance with in-service
                           equipment

                  -        Contractual commitment and development program
                           support

                  -        Publication of engine operations literature and
                           performance aids

                  4.6.1    NEW EQUIPMENT:

                           In accordance with customer needs, Flight Operations
                           can provide on-site assistance in the training of
                           operations personnel and help in solving engine
                           operational problems that might arise during the
                           initial commercial service period. Such assistance
                           can include participation in initial delivery
                           flights, engine operational reviews, and flight crew
                           training activity.

                  4.6.2    PROBLEM RESOLUTION - IN-SERVICE EQUIPMENT:

                           In accordance with a mutually agreed upon plan,
                           Flight Operations can perform cockpit observations to
                           identify or resolve engine operating problems and to
                           assess installed engine performance.

                  4.6.3    CONTRACTUAL SUPPORT AND DEVELOPMENT PROGRAMS:

                           As required, Flight Operations can assist in
                           evaluating installed engine performance relative to
                           contractual commitments and engine improvements which
                           have an impact on engine operations.

                  4.6.4    PUBLICATION SUPPORT:

                           Flight Operations is responsible for the issuance of
                           Propulsion System Operating Instructions and
                           correspondence pertaining to inflight engine
                           operations. Such material is coordinated with the
                           airframe manufacturers as required. Special
                           Presentations and Reports are also issued, as
                           required, to support the activity described above.

         4.7      REPAIR SERVICES

                  Repair Services provides the following support to the airline
                  customers:

                  -        Coordinated Repair Development Activity

                  -        Customer Assistance on Repair Procedures and
                           Techniques

                  -        Qualification of Repair Sources

                  -        Repair Workshops

                  -        Repair Development List

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                  4.7.1    COORDINATION OF REPAIR DEVELOPMENT:

                           Repair Services provide direct contact with all
                           sources that initiate repair schemes. The Group
                           coordinates with representatives of Engineering and
                           Support Services disciplines in identifying repair
                           needs, evaluating various repair options and
                           establishing repair development procedures and
                           schedules. The Group participates in setting repair
                           evaluation and approval requirements. When the repair
                           is approved and substantiating data is documented,
                           Repair Services releases the repair to the Engine
                           Manual.

                  4.7.2    TECHNICAL ASSISTANCE:

                           Repair Services provides daily communications with
                           airline customers via technical responses to
                           inquiries direct from the airline or through our
                           Customer Support Representative office at the airline
                           facility. In addition, Repair Services make periodic
                           visits to airline repair facilities to discuss new
                           repairs under development, answer specific questions
                           posed by the particular facility and review actual
                           parts awaiting a repair/scrap decision. Occasionally,
                           Repair Services make special visits to customer
                           facilities to assist in training customer personnel
                           in accomplishing particularly complex repairs.

                  4.7.3    QUALIFICATION OF REPAIR SOURCES:

                           Repair Services coordinates the qualification of
                           repair sources for repairs proprietary to IAE or to
                           an outside repair agency. They also perform a review
                           of the qualifications of repair sources for critical,
                           nonproprietary repairs for which a source
                           demonstration is deemed necessary. The group
                           participates in negotiation of the legal and business
                           agreements associated with these qualification
                           programs.

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         4.8      TOOLING AND SUPPORT EQUIPMENT SERVICES

                  The Tooling and Support Equipment Services Group assists the
                  customer by providing the following services:

                  -        Support Equipment Manufacturing/Procurement
                           Documentation

                  -        Engine Accessory Test Equipment and Engine
                           Transportation Equipment Specifications

                  -        Support Equipment Logistics Planning Assistance

                  4.8.1    SUPPORT EQUIPMENT DOCUMENTATION:

                           The tooling and Support Equipment Services Group
                           designs the special support equipment required to
                           disassemble, assemble, inspect, repair and test IAE
                           engines. Special support equipment design drawings
                           and Support Equipment Master Data Sheets, which
                           describe how to use the support equipment, are
                           supplied to customers in the form of 35mm aperture
                           cards. Support equipment designs are kept current
                           with engine growth, and tool Bulletins are issued to
                           customers as part of continuing configuration
                           management service. Updated Design and Master Data
                           Sheets Aperture Cards and Tool Bulletins are
                           periodically distributed to all IAE customers.

                  4.8.2    ENGINE ACCESSORY TEST EQUIPMENT AND ENGINE
                           TRANSPORTATION EQUIPMENT REQUIREMENTS:

                           Engine accessory test equipment and engine
                           transportation equipment general requirements and
                           specifications are defined and made available to IAE
                           customers. If requested, the Tooling and Support
                           Equipment Group will assist customers in the
                           definition of engine accessory test and engine
                           transportation equipment required for specific IAE
                           needs.

                  4.8.3    SUPPORT EQUIPMENT LOGISTICS PLANNING ASSISTANCE:

                           The Tooling and Support Equipment Group will provide,
                           at the customer's request, special support equipment
                           lists which reflect the customer's unique
                           requirements such as mix of engine models and desired
                           level of maintenance to aid in support equipment
                           requirements planning.

         4.9      TECHNICAL PUBLICATIONS

                  IAE and its subcontractors produce publications and
                  maintenance information as described below to support the
                  maintenance and modification requirements of the airline
                  customer. The publications are prepared in general accordance
                  with Air Transport Association of America (ATA) Specification
                  No. 100. The necessary quantities of manuals and media options
                  will be available subject to IAE's current terms and
                  conditions.

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                  4.9.1    ON-WING MAINTENANCE DATA:

                           IAE supplies the airplane manufacturer with all the
                           necessary information required to perform
                           "On-Aircraft" engine maintenance, troubleshooting,
                           and servicing. This information is developed through
                           close coordination between the airplane manufacturer
                           and IAE and is integrated by the airplane
                           manufacturer into his maintenance publications.

                  4.9.2    TECHNICAL PUBLICATIONS:

                           Listed and described below are the publications that
                           will be made available to support the airline
                           customer's maintenance program:

                  4.9.3    ENGINE MANUAL

                           The Engine Manual is a document which will be
                           structured in accordance with ATA 100 section 2-13-0
                           with JEMTOSS applied in accordance with section
                           2-13-14. Potential customer applications will be
                           applied. The manual will provide in one place the
                           technical data requirements for information needed to
                           maintain the engine and the maximum potential number
                           of parts that could, regardless of design
                           responsibility, remain with the engine when it is
                           removed from the airplane. Additionally the manual
                           includes coverage of interrelated parts (e.g. thrust
                           reverser, cowlings, mounts, etc.) that can stay
                           with the airplane when the engine is removed or can
                           be removed for maintenance purpose in lieu of
                           individual component maintenance manuals.

                  4.9.4    STANDARD PRACTICES MANUAL

                           The Standard Practices Manual supplements the Engine
                           Manual by providing, in a single document, all IAE
                           recommended or approved general procedures covering
                           general torques, riveting, lockwiring, cleaning
                           policy, inspection policy standard repairs, etc., and
                           marking of parts.

                  4.9.5    ILLUSTRATED PARTS CATALOG

                           The Illustrated Parts Catalog will be structured in
                           accordance with ATA 2-14-0 and is a document which is
                           used in conjunction with the Engine Manual for the
                           identification and requisitioning of parts and
                           assemblies. Its ATA structure is to be compatible
                           with the Engine Manual Structure. Additionally the
                           manual includes coverage of interrelated parts (e.g.
                           thrust reverser, cowlings, mounts, etc.) that can
                           stay with the airplane when the engine is removed or
                           can be removed for maintenance purpose in lieu of
                           individual component maintenance manuals.

                                                                Page 61 of 131

<Page>


                  4.9.6    IAE PROPRIETARY COMPONENT MAINTENANCE MANUALS

                           These manuals will be structured in accordance with
                           ATA 2-5-0 and will cover data for chapters other than
                           71, 72, and 78.

                  4.9.7    SUBCONTRACTOR COMPONENT MAINTENANCE

                           These manuals will be structured in accordance with
                           ATA 2-5-0 and are prepared directly by the accessory
                           manufacturers. All accessory data is subject to IAE
                           prepublication review and approval.

                  4.9.8    ENGINE AND ACCESSORY COMPONENT SERVICE BULLETINS

                           Each Engine and Accessory Component Service Bulletin
                           will be produced in accordance with ATA 2-7-0. They
                           will cover planning information, engine or component
                           effectivity, reason for Bulletin, recommended
                           compliance, manpower requirements, and tooling
                           information relating to parts repair or modification.
                           Subcontractor prepared Accessory Component Service
                           Bulletins are reviewed by IAE prior to issuance.
                           Alert Service Bulletins will be issued on all matters
                           requiring the urgent attention of the airline
                           customer and will generally be limited to items
                           affecting safety. The Bulletin will contain all the
                           necessary information to accomplish the required
                           action.

                  4.9.9    OPERATING INSTRUCTIONS

                           Engine operating instructions are presented in the
                           form of General Operating Instructions supplemented
                           by V2500 Specific Engine Operating Instructions which
                           provide operating information, procedures, operating
                           curves and engine limits.

                  4.9.10   FACILITIES PLANNING AND FACILITY EQUIPMENT MANUALS

                           The Facilities Planning Manual outlines the
                           requirements for engine/component overhaul,
                           maintenance, and test facilities in terms of basic
                           operations, processes, time studies and equipment.
                           The Facility Equipment Manual lists and describes
                           the facility equipment used for engine maintenance,
                           overhaul and repair.

                  4.9.11   SUPPORT EQUIPMENT NUMERICAL INDEX

                           The Indexes, prepared for each major engine model,
                           provide a listing, in numeric sequence, by
                           maintenance level, of all IAE ground support
                           equipment required to maintain and overhaul the
                           engine. The Listings are cross-indexed to the
                           applicable engine dash model and to the chapter and
                           section of the Engine Manual.

                                                                 Page 62 of 131

<Page>

                  4.9.12   PUBLICATIONS INDEX

                           This index contains a listing of available technical
                           manuals covering components of the V2500 Nacelle.

                  4.9.13   SERVICE BULLETIN INDEX

                           This index will be in a format and on a revision
                           schedule as determined by IAE.

                  4.9.14   COMPUTER SOFTWARE MANUAL

                           Data, will be supplied in accordance with ATA 102
                           revision 2 except where such data are prohibited due
                           to proprietary or Government restrictions.

                  4.9.15   VITAL STATISTICS LOGBOOK

                           The VSL provides the following information for each
                           production engine, in an electronic readable format
                           and/or as hard copy printout:

                              -   Identification of major engine and nacelle
                                  components by part number, serial number and
                                  ATA - location.

                              -   Engine Test Acceptance Certificate.

                              -   List of all incorporated serialized parts by
                                  part number, serial number and ATA -
                                  Location. This list also includes an
                                  Industry Item List to identify specific
                                  parts by part number, serial number and ATA -
                                  Location which the airline customer may
                                  choose to monitor during the engine
                                  operational life. The parts listed represent
                                  approximately 80% of engine total value.

                              -   List of all incorporated life limited parts
                                  by part number, serial number and ATA -
                                  location.

                              -   List of all Service Bulletins that were
                                  incorporated during initial build of each
                                  new engine.

                              -   List of all Service Bulletins that were not
                                  incorporated.

                              -   List of all saleable pick level engine
                                  parts, identifying those parts for which
                                  Service Bulletins and service instructions
                                  have been issued.

                  4.9.16   REVISION SERVICES:

                           Regular, temporary, and "as required" revisions to
                           technical publications will be made during the
                           service life of IAE equipment. IAE's current standard
                           is ninety (90) days. The utilization of advanced
                           techniques and equipment provides the airline
                           customer with expedited revision service.

                  4.9.17   DISTRIBUTION MEDIA OPTIONS:

                           The primary medium for available IAE technical
                           publications is roll microfilm at 24:1 reduction,
                           magnetic tape or CD-ROM. Media options

                                                                 Page 63 of 131

<Page>

                           such as microfilm at 36:1 reduction, microfiche, and
                           two side or one-sided paper copy of reproducible
                           quality will be available for procurement at
                           established prices.

5.0.     SPARE PARTS

         5.1      SPARE PARTS SUPPORT

                  The Spare Parts Group provides the following categories of
                  spare parts support to airline customers:

                    -    Individual Customer Account Representatives

                    -    Provisioning

                    -    Planning

                    -    Order Administration

                    -    Spare Parts Inventory

                    -    Effective Expedite Service

                    -    Worldwide Distribution

                  5.1.1  ACCOUNT REPRESENTATIVE:

                         An Account Representative is assigned to each
                         customer using IAE equipment. This representative
                         provides individualized attention for effective spare
                         parts order administration, and is the customer's
                         interface on all matters pertaining to new part
                         planning and procurement. Each representative is
                         responsible for monitoring each assigned customer's
                         requirements and providing effective administrative
                         support. The Account Representatives are thoroughly
                         familiar with each customer's spare parts ordering
                         policies and procedures and are responsible for
                         ensuring that all customer new parts orders are
                         processed in an effective manner.

                  5.1.2  SPARE PARTS PROVISIONING PLANNING:

                         Prior to delivery of the first new aircraft to an
                         airline customer, preplanning discussions will be
                         held to determine the aircraft/engine program, and
                         engine spare parts provisioning and order plans.
                         Mutually agreed upon provisioning target dates are
                         then established and on-time completion tracked by
                         the Customer Account Representative with the
                         assistance of logistics specialists in Spare Parts
                         Provisioning and Inventory Management. Meetings are
                         held with airline customers at a mutually agreeable
                         time to review suggested spare parts provisioning
                         lists prepared by spare parts Provisioning. These
                         lists are designed to support each customer's
                         particular fleet size, route structure and
                         maintenance and overhaul program.

                                                                 Page 64 of 131

<Page>

                  5.1.3  ORDER ADMINISTRATION:

                         IAE subscribes to the general principles of Air
                         Transport Association of America (ATA) Specification
                         No. 2000, Integrated Data Processing - Supply. The
                         procedures of Air Transport Association of America
                         (ATA) Specification No. 200 may be used for Initial
                         Provisioning (Chapter II), Order Administration
                         (either Chapter III or Chapter VI), or Invoicing
                         (Chapter IV).

                         A spare parts supply objective is to maintain a 90
                         percent on-time shipment performance record to
                         customer requirements. The lead time for
                         replenishment spare parts is identified in the IAE
                         spare Parts Price Catalog. Initial provisioning spare
                         parts orders should be placed at least six months
                         prior to required delivery, while conversions and
                         major modifications require full manufacturing lead
                         times.

                         The action to be taken on emergency requests will be
                         answered as follows:

                           -   Aircraft-On-Ground (AOG) - within four
                               hours (in these instances every effort is
                               made to ship immediately).

                           -   Critical (Imminent Aircraft-On-Ground
                               (AOG) or Work Stoppage) -- Within 24 hours.

                           -   Stock Outage -- Within seven working days
                               (these items are shipped as per customer
                               request).

                  5.1.4    SPARE PARTS INVENTORY:

                           To ensure availability of spare parts in accordance
                           with published lead time, spare parts provisioning
                           maintains a modern, comprehensive requirements
                           planning and inventory management system which is
                           responsive to changes in customer demand, special
                           support programs and engineering design. Organized on
                           an engine model basis, this system is intended to
                           maintain part availability for delivery to customers
                           consistent with published lead times.

                           A majority of parts in the spare parts inventory are
                           continually controlled by an Automatic Forecasting
                           and Ordering System. Those parts which do not lend
                           themselves to automatic control due to supercedure,
                           unusual usage or conversion requirements are under
                           the direct manual control of Spares Planning
                           personnel. As additional protection against changes
                           in production lead time or unpredicted demand,
                           certain raw materials are also inventoried.
                           Successful inventory management is keyed to accurate
                           requirements planning. In support of the requirements
                           planning effort, a wide ranging data retrieval and
                           analysis program is offered. This program concerns
                           itself both with the customer logistics and technical
                           considerations as follows:

                                                                 Page 65 of 131

<Page>


                  -        Forecasts of life limited parts requirements are
                           requested and received semi-annually from major
                           customers.
..
                  -        Engine technical conferences are held frequently
                           within IAE to assess the impact of technical problems
                           on parts.

                  -        For a selected group of parts a provisioning
                           conference system is offered which considers actual
                           part inventory change, including usage and receipts,
                           as reported monthly by participating customers.

                  5.1.5    PACKAGING

                           All material is packaged in general compliance with
                           Air Transport Association of America (ATA)
                           Specification No. 300.

                  5.1.6    WORLD AIRLINE SUPPLIER'S GUIDE:

                           IAE subscribes to the supply objectives set forth in
                           the World Airlines Supplier's Guide published by the
                           Air Transport Association of America (ATA).

                           IAE requires that its proprietary component vendors
                           also perform in compliance with the precepts of the
                           World Airline Suppliers' Guide.

                                                                 Page 66 of 131
<Page>



                                    EXHIBIT D

                        WARRANTIES, GUARANTEES AND PLANS








                                                                Page 67 of 131

<Page>




                                   EXHIBIT D-1

                      V2500 ENGINE AND PARTS SERVICE POLICY








                                                                Page 68 of 131

<Page>




                                       IAE

                          INTERNATIONAL AERO ENGINES AG

                      V2500 ENGINE AND PARTS SERVICE POLICY









Issued: October 25, 1985
Revised: April, 1997




                                                                Page 69 of 131

<Page>




                                       IAE

                          INTERNATIONAL AERO ENGINES AG

                      V2500 ENGINE AND PARTS SERVICE POLICY

This Engine and Parts Service Policy ("Service Policy") is a statement of the
terms and conditions under which IAE International Aero Engines AG ("IAE") will
grant the Operators of new V2500 Engines certain Allowances and adjustments in
the event that Parts of such Engines suffer Failure in Commercial Aviation Use,
or in the event that a Parts Life Limit is established or reduced. This Service
Policy becomes effective for the Operator's First new leased or purchased V2500
Engine.

This Service Policy is divided into seven sections:

Section I          describes the Credit Allowances which will            Page 71
                   be granted should the Engine suffer a Failure.

Section II         describes the Credit Allowances which will be         Page 73
                   granted should a Primary Part Suffer a Failure.

Section III        lists the Class Life for those Primary Parts          Page 74
                   for which Credit Allowances will be granted.

Section IV         describes the Credit Allowances which will be         Page 76
                   granted when the establishment or reduction of
                   a Parts Life Limit is mandated.

Section V          describes the Credit Allowances and adjustments       Page 77
                   which will be granted when IAE declares a
                   Campaign Change.

Section VI         contains the definitions of certain words and         Page 79
                   terms used throughout this Service Policy. These
                   words and terms are identified in the text of
                   this Service Policy by the use of initial capital
                   letters for such words and terms.

Section VII        contains the general conditions governing the         Page 86
                   application of this Service Policy.



                                                                Page 70 of 131

<Page>


I.       ENGINE FAILURE CREDIT ALLOWANCES

         A.       FIRST RUN ENGINE, MODULE AND PART

                  1.       A First Run Engine is an Engine with [****] hours (or
                           cycles, whichever comes first), or less Engine Time,
                           a First Run Module is a Module with [****] hours (or
                           cycles, whichever comes first), or less Module Time,
                           and a First Run Part is a Part with [****] hours (or
                           cycles, whichever comes first), or less Parts Time
                           operating in a First Run Engine or a First Run
                           Module.

                  2.       If a First Run Part suffers Direct Damage or
                           Resultant Damage, and provided that the Part causing
                           Resultant Damage is also a First Run Part, IAE will
                           grant to the Operator:

                           a.     A [****] percent Part Credit Allowance for any
                                  First Run Part Scrapped, or

                           b.     A [****] percent Labor Credit Allowance for
                                  any First Run Part Repaired.

                  3.       If such Damage of a First Run Part requires the
                           removal of the Engine or a Module from the Aircraft,
                           IAE will, in addition to Subparagraph A.2. above,
                           grant to the Operator:

                           a.     A [****] percent Labor Credit Allowance for
                                  disassembly, reassembly and necessary
                                  testing of the Engine or Module requiring
                                  Reconditioning as a result of such Damage
                                  of the First Run Part, and

                           b.     A [****] percent Parts Credit Allowance for
                                  those Expendable Parts required in the
                                  Reconditioning of the Engine or Module.

                  4.       If such Damage of a First Run Part requires the
                           removal of the Engine or a Module from the Aircraft,
                           IAE will arrange, upon request by the Operator, to
                           Recondition the Engine or Module or accomplish the
                           Parts Repair at no charge to the Operator rather than
                           providing the above Credit Allowances. Such work will
                           be accomplished at a V2500 Maintenance Center
                           designated by IAE. Transportation charges to and from
                           the Maintenance Center shall be paid by the Operator.

         B.       EXTENDED FIRST RUN ENGINE, MODULE AND PART

                  1.       An Extended First Run Engine is an Engine with more

                           than [****] hours (or cycles, whichever comes
                           first), Engine Time but not more than [****] hours
                           (or cycles, whichever comes first), Engine Time,
                           an Extended Run Module is a Module with more than
                           [****] hours (or cycles, whichever comes first),
                           Module Time, but not more than [****] hours (or
                           cycles, whichever comes first), Module Time, and
                           an Extended First Run Part is a Part with [****]
                           hours (or cycles, whichever comes first), or less
                           Parts Time operating in an Extended First Run
                           Engine or an extended First Run Module.

----------
[****] 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 71 of 131

<Page>


         2.       If an Extended First Run Part suffers Direct Damage or
                  Resultant Damage, and provided that the Part causing Resultant
                  Damage is also an Extended First Run Part, IAE will grant to
                  the Operator:

                           a)       A pro rata Parts Credit Allowance for any
                                    Extended First Run Part Scrapped, or

                           b)       A pro rata Labor Credit Allowance for any
                                    Extended First Run Part Repaired.

                  If the Extended First Run Part is a Primary Part (Section
                  III), the pro rata Credit Allowances will be based on 100
                  percent at [****] hours (or cycles, whichever comes first),
                  Engine Time which then decreases, pro rata, to zero percent at
                  [****] hours (or cycles, whichever comes first), Engine Time,
                  or, 100 percent to [****] hours Parts Time which then
                  decreases, pro rata, to zero percent at the end of its Class
                  Life (Section III), whichever is greater.

                  If the Extended First Run Part is not a Primary Part, the pro
                  rata Credit Allowances will be based on 100 percent at [****]
                  hours (or cycles, whichever comes first), Engine Time which
                  then decrease, pro rata, to zero percent at [****] hours (or
                  cycles, whichever comes first), Engine Time.

         3.       If such Damage of an Extended First Run Part requires the
                  removal of the Engine or a Module from the Aircraft, IAE will,
                  in addition to Subparagraph B.2. above, grant to the
                  Operator:

                  a.       A pro rata Labor Credit Allowance for disassembly,
                           reassembly and necessary testing of the Engine or
                           Module requiring Reconditioning as a result of such
                           Damage of the Extended First Run Part, and

                  b.       A pro rata Parts Credit Allowance for those
                           Expendable Parts required in the Reconditioning of
                           the Engine or Module.

                  The pro rata Credit Allowances will be based on [****]
                  percent at [****] hours (or cycles, whichever comes first),
                  Engine Time, which then decreases, pro rata, to zero
                  percent at [****] hours (or cycles, whichever comes first),
                  Engine Time.

Note:    Section VI, Paragraph D. contains the formulas to be used for computing
         the Credit Allowances described above.


----------
[****] 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 72 of 131

<Page>

         C.       ENGINE OR MODULE FAILURE CREDIT ALLOWANCES ILLUSTRATION

                                    [GRAPHIC]
                                     [****]

         Note:    The PRIMARY PARTS CREDIT ALLOWANCES ILLUSTRATION (Section II,
                  Paragraph B) is also applicable to the Credit Allowances which
                  are based on Parts Time as described in Section I,
                  Subparagraph B.2.

II.      PRIMARY PARTS CREDIT ALLOWANCE

         A.       PRIMARY PARTS OTHER THAN FIRST RUN PARTS OR EXTENDED
                  FIRST RUN PARTS

                  1.       Primary Parts are limited to those Parts listed in
                           Section III while such Parts are within the Class
                           Life indicated in Section III.

                  2.       The Primary Parts Credit Allowances described in
                           Subparagraph A.3 below will be based on [****]
                           percent to [****] hours total Parts Time which
                           then decreases, pro rata, to zero percent at the
                           end of the applicable hourly Class Life.

                  3.       If a Primary Part suffers Direct Damage or Resultant
                           Damage, and provided that the Part causing
                           Resultant Damage is also a Primary Part, IAE will
                           grant to the Operator:

                           a.       A Parts Credit Allowance for any Primary
                                    Part Scrapped, or

                           b.       A Labor Credit Allowance for any Primary
                                    Part Repaired in accordance with a Parts
                                    Repair designated in writing by IAE as being
                                    eligible for a Credit Allowance under this
                                    Section II, Paragraph A.

         Note:    Section VI, Paragraph D. contains the formulas to be used for
                  computing the Credit Allowances described above.

----------
[****] 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 73 of 131

<Page>


         B.       PRIMARY PARTS CREDIT ALLOWANCES ILLUSTRATION


                              [GRAPHIC]
                               [****]

III      IDENTIFICATION OF PRIMARY PARTS

         The following Parts are defined as Primary Parts while such Parts are
         within the Class Life indicated. Class Life is the period, expressed in
         either hours or Parts Time or number of Parts Cycles during which IAE
         will grant Credit Allowances for Primary Parts which suffer Direct
         Damage or Resultant Damage, or for which a Parts Life Limit is
         established or reduced.

                         CLASS A ([****] HOURS PARTS TIME)

         COLD SECTION ROTATING PARTS

         LP Compressor Inlet Cone - Spinner
         LP Compressor 1st Stage Blade - Fan
         LP Compressor 1st Stage Blade Annulus Fillers
         LP Compressor 2nd Stage Blade
         Radial Drive Bevel Gear
         Tower Shaft
         HP Compressor 3 through 12th Stage Blades
         HP Compressor Front and Rear Rotating Airseals
         LP Turbine Shaft Coupling Nut

         COLD SECTION STATIC PARTS

         Fan Splitter Fairing
         LP Compressor Stage 2 Inlet and Exhaust Stator Assembly
         HP Compressor Stage 3 to Stage 6 Variable Stator Assembly
         Fan Aerodynamic OGV's
         HP Compressor Stage 6 to 11 Stator Assembly
         HP Compressor Exit Stator

----------
[****] 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 74 of 131

<Page>


         HOT SECTION ROTATING PARTS

         HP Turbine Stage 1 and 2 Blade
         HP Turbine Gage Spacer
         HP Turbine Lock Nut
         LP Turbine Stage 3 to 7 Blades
         LP Turbine Lock Nut

         HOT SECTION STATIC PARTS

         Fuel Injector
         Combustion Chamber Assembly
         HPT First Stage Cooling Duct Assembly (TOBI Duct)
         HPT 1st and 2nd Stage Nozzle Guide Vane Assembly
         HPT 1st and 2nd Stage Outer Airseal Assembly
         HP to LP Turbine Transition Duct (Inner & Outer)
         LPT Stage 3 to 7 Nozzle Guide Vane Assembly
         LPT Stage 3 to 7 Outer Airseal Assembly

         MAIN AND ANGLE GEARBOX

         Gearshafts and Bearings
         Lay Shaft
         All Accessory Drive Shafts
         Gearbox Oil Pumps (Pressure and Scavenge)

                        CLASS B ([****] HOURS PARTS TIME)

         Fan Case Assembly (Includes Intermediate Case)
         HP Compressor Front Casings (Split Casings)
         HP Compressor Rear Casings
         Diffuser Case
         HP Turbine Case
         LP Turbine Case
         Turbine Exhaust Case
         Main Gearbox Casing
         Oil Tank

                  CLASS C ([****] HOURS PARTS TIME FOR DAMAGE
                  [****] PARTS CYCLES FOR LIFE LIMIT REDUCTION)

         Fan Disk
         LPC Drum
         HPC 3 to 8 Drum
         HPC 9 to 12 Drum
         HP Turbine Stage 1 and 2 Disks
         HP Turbine Spacer Disk

----------
[****] 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 75 of 131

<Page>

         HP Turbine Stage 1 Front Rotating Airseal
         HP Turbine 2nd Stage Disk Rear Seal
         LP Turbine Stage 3-7 Disks
         LP Turbine Stage 3-7 Rotating Airseals
         Shafts

IV       PARTS LIFE LIMIT ALLOWANCES

         A.       A Parts Life Limit is the maximum allowable Parts Time or
                  Parts Cycles for specific Parts as established by IAE and the
                  United States Federal Aviation Administration.

         B.       CREDIT ALLOWANCES

                  1.       Class A and Class B Primary Parts

                           If a Parts Life Limit is established which results in
                           Part Scrappage at less than [****] hours Parts Time
                           for a Class A Primary Part or less than [****] hours
                           Parts Time for a Class B Primary Part, IAE will grant
                           for each such Primary Part Scrapped as a result
                           thereof, a Parts Credit Allowance based on 100
                           percent to [****] hours total Parts Time which then
                           decreases, pro rata, to zero percent at the end of
                           [****] hours total Parts Time for a Class A Primary
                           Part or [****] hours total Parts Time for a Class B
                           Primary Part.

                  2.       Class C Primary Parts

                           If a Parts Life Limit is established for a Class C
                           Primary Part which results in Part Scrappage in less
                           than [****] total Parts Cycles, IAE will grant for
                           each such Primary Part Scrapped as a result thereof,
                           a Parts Credit Allowance based on 100 percent to
                           [****] total Parts Cycles which then decreases, pro
                           rata, to zero percent at [****] total Parts Cycles.

                           In addition, IAE will grant a similarly calculated
                           Labor Credit Allowance and Parts Credit Allowance for
                           that labor and those Expendable Parts which are
                           solely related to the removal and replacement of such
                           Class C Primary Parts and is additional to other
                           maintenance being performed on the Engine or Module.

         NOTE:    Section VI, Paragraph D. contains the formulas to be used for
                  computing the Credit Allowances described above.

----------
[****] 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 76 of 131

<Page>



         C.       PARTS LIFE LIMIT CREDIT ALLOWANCES ILLUSTRATIONS

                                  [GRAPHIC]
                                   [****]


                                  [GRAPHIC]
                                   [****]

V        CAMPAIGN CHANGE CREDIT ALLOWANCES AND ADJUSTMENTS

         A.       A Campaign Change is an IAE program, so designated in writing,
                  for the Reoperation, replacement, addition, or deletion of a
                  Part(s). IAE will grant the Credit Allowances and Adjustments
                  specified in this Section V to the Operator when Campaign
                  Change recommendations are complied with by the Operator.

         B.       STANDARD ALLOWANCES

                  1.       A [****] percent Parts Credit Allowance for the
                           replacing Parts specified in the Campaign Change for
                           installed Parts or serviceable shelf stock Parts
                           which are Scrapped with [****] hours (or cycles,
                           whichever comes first), or less total Parts Time.

----------
[****] 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 77 of 131

<Page>


                  2.       A pro rata Parts Credit Allowance for the replacing
                           Parts specified in the Campaign Change for installed
                           Parts or serviceable shelf stock Parts which are
                           Scrapped with more than [****] hours (or cycles,
                           whichever comes first), total Parts Time but less
                           than [****] hours (or cycles, whichever comes first),
                           total Parts Time. The pro rata Parts Credit Allowance
                           will be based on 100 percent at [****] hours (or
                           cycles, whichever comes first), total Parts Time
                           which then decreases, pro rata, to 50 percent at
                           [****] hours (or cycles, whichever comes first),
                           total Parts Time.

                  3.       A [****] percent Parts Credit Allowance for the
                           replacing Parts specified in the Campaign Change
                           for installed Parts or serviceable shelf stock
                           Parts which are Scrapped with more than [****]
                           hours (or cycles, whichever comes first), total
                           Parts Time.

                  4.       A [****] percent Labor Credit Allowance for
                           Reoperation of installed Parts or serviceable
                           shelf stock Parts with [****] hours (or cycles,
                           whichever comes first), or less total Parts Time
                           which are Reoperated in accordance with the
                           Campaign Change.

                  5.       A pro rata Labor Credit Allowance for Reoperation
                           of installed Parts or serviceable shelf stock
                           Parts with more than [****] hours (or cycles,
                           whichever comes first), total Parts Time but less
                           than [****] hours (or cycles, whichever comes
                           first), total Parts Time which are Reoperated in
                           accordance with the Campaign Change. The pro rata
                           Labor Credit Allowance will be based on 100
                           percent at [****] hours (or cycles, whichever
                           comes first), total Parts Time which then
                           decreases, pro rata, to [****] percent at [****]
                           hours (or cycles, whichever comes first), total
                           Parts Time.

                  6.       A [****] percent Labor Credit Allowance for
                           Reoperation of installed Parts or serviceable
                           shelf stock Parts with more than [****] hours (or
                           cycles, whichever comes first), total Parts Time
                           which are Reoperated in accordance with the
                           Campaign Change.

                  7.       A [****] percent Labor Credit Allowance for
                           disassembly and reassembly of the Engine or
                           Module, if the disassembly of the Engine or Module
                           is recommended by IAE for accomplishment of the
                           Campaign Change and such disassembly is performed
                           solely for the purpose of accomplishing the
                           Campaign Change.

         NOTE:    Section VI, Paragraph D. contains the formulas to be used for
                  computing the Credit Allowances described above.


----------
[****] 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 78 of 131

<Page>

         C.       CAMPAIGN CHANGE CREDIT ALLOWANCES ILLUSTRATION

                                  [GRAPHIC]
                                   [****]

         NOTE:    The Labor Credit Allowance for Engine or Module disassembly
                  and reassembly remains at a constant 100%.


         D.       OPTIONAL CREDIT ALLOWANCES AND ADJUSTMENTS

                  1.       When IAE declares a Campaign Change, IAE, at its sole
                           option, may grant to the Operator Credit Allowances
                           and adjustments, such as, but not necessarily limited
                           to:

                           a. No Charge material.
                           b. Specifically priced material.
                           c. Single credit settlements for the Operators'
                              fleet.
                           d. Fixed Credit Allowance support for each Engine.

                  2.       These optional Credit Allowances and Adjustments may
                           be provided:

                           a. Instead of the standard Credit Allowances of
                              Section V, Paragraph B,

                           b. In addition to the standard Credit
                              Allowances of Section V, Paragraph B, or

                           c. As a portion of the standard Credit
                              Allowances of Section V, Paragraph B.

                  3.       In no event shall the worth to the Operator, as
                           reasonably determined by IAE, be less than the amount
                           that would have been granted to the Operator as a
                           standard Campaign Change Credit Allowance, per
                           Section V, Paragraph B. In considering the use of
                           these optional Credit Allowances and adjustments, IAE
                           will attempt to minimize the financial and
                           administrative impact on the Operator.

VI       DEFINITIONS

         A.       CAMPAIGN CHANGE is an IAE program so designated in writing,
                  for the Reoperation, replacement, addition or deletion of
                  Part(s) and is characterized by the

                                                                Page 79 of 131
----------
[****] 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>

                  granting of certain Credit Allowances to the Operator when
                  such program recommendations are complied with by the
                  Operator.

         B.       CLASS LIFE is the period, expressed in either hours of Part
                  Time or number of Parts Cycles, during which IAE will grant
                  Credit Allowances for Primary Parts which suffer Direct Damage
                  or Resultant Damage, or for which a Parts Life Limit is
                  established or reduced.

         C.       COMMERCIAL USE AVIATION is the operation of Engines in
                  Aircraft used for commercial, corporate or private transport
                  purposes. The operation of Engines by government agencies or
                  services is normally excluded except that IAE will consider
                  written requests for the inclusion of such Engines under the
                  provisions of this Service Policy.

         D.       CREDIT ALLOWANCES

                  1.       PARTS CREDIT ALLOWANCE is an amount determined in
                           accordance with the following formulas:

                           a.       [****] percent Parts Credit Allowance = P

                           b.       [****] percent Parts Credit Allowance = P/2

                           c.       Pro rata Parts Credit Allowance =

                                    (1)      For a Primary Part which suffers
                                             Direct or Resultant Damage, or a
                                             Class A or Class B Primary Part
                                             for which a Parts Life Limit is
                                             established:

                                                  L(t) - T
                                                 ---------- x P
                                                    L(t)

                                    (2)      For a Class C Primary Part for
                                             which a Parts Life Limit is
                                             established, which is greater than
                                             [****] total Parts Cycles but is
                                             less than [****] total Parts
                                             Cycles:

                                                 L(c) - C
                                                ---------- x P
                                                   L(c)

                                    (3)      For replacement of a Part because
                                             of a Campaign Change, when such a
                                             Part has more than [****] hours (or
                                             cycles, whichever comes first),
                                             Parts Time but less than [****]
                                             hours (or cycles, whichever comes
                                             first), Parts Time:

----------
[****] 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 80 of 131

<Page>

                                                     [****] - T
                                                     ----------- x P
                                                       [****]

                                             d.  Extended First Run Parts
                                                 Credit Allowance =

                                                [****] - E          L(t) - T
                                               ----------- x P or ---------- x P
                                                  [****]              L(t)

                  2.       LABOR CREDIT ALLOWANCE is an amount determined in
                           accordance with the following formulas, except that
                           in no event shall the amount to be granted for repair
                           of Parts exceed the amount of the Parts Credit
                           Allowance which would have been granted if the Part
                           had been Scrapped:

                           a.      [****] percent Labor Credit Allowance = H x R

                           b.      [****] percent Labor Credit Allowance = H x R
                                                                          -----
                                                                             2


                           c.      Pro rata Labor Credit Allowance =

                                   (1)      For a Primary Part which suffers
                                            Direct or Resultant Damage, or a
                                            Class A or Class B Primary Part for
                                            which a Parts Life Limit is
                                            established:

                                             L(t) - T
                                            ---------- x H x R
                                               L(t)

                                   (2)      For a Class C Primary Part for
                                            which a Parts Life Limit is
                                            established which is greater than
                                            [****] total Parts Cycles but is
                                            less than [****] total Parts
                                            Cycles:

                                             L(c) - C
                                            ---------- x H x R
                                               L(c)

                                   (3)      For replacement of a Part because
                                            of a Campaign Change, which such a
                                            Part has more than [****] hours (or
                                            cycles, whichever comes first),
                                            Parts Time but less than [****]
                                            hours (or cycles, whichever comes
                                            first), Parts Time:


----------
[****] 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 81 of 131

<Page>

                                            [****] - T
                                            ----------- x H x R
                                              [****]

                           d.       Extended First Run Labor Credit Allowance =

                                   [****] - E                L(t) - T
                                   ----------- x H x R   or ---------- x H x R
                                     [****]                    L(t)

                  3.       The variables used in calculating the above
                           allowances are defined as:

                           P  =     a.       For a Part Scrapped because of
                                             Direct Damage, Resultant Damage or
                                             a Parts Life Limit being
                                             established, the IAE commercial
                                             price of the Part Scrapped current
                                             at the time of either the Engine
                                             removal or Part removal, whichever
                                             occurs sooner, or

                                    b.       For replacement of a Part because
                                             of a Campaign Change, the IAE
                                             commercial price of the replacing
                                             Part specified in the Campaign
                                             Change current at the time of
                                             notification to the Operator of the
                                             Campaign Change.

                           T  =     a.       For a Primary Part which has
                                             suffered Direct Damage or Resultant
                                             Damage, the actual Parts Time on
                                             the Part minus [****] hours, or

                                    b.       For a Class A or Class B Primary
                                             Part for which a Parts Life Limit
                                             is established, the actual Parts
                                             Time on the Part minus [****]
                                             hours, or the Parts Life Limit
                                             minus [****] hours, whichever is
                                             greater, or

                                    c.       For replacement of a Part because
                                             of a Campaign Change, when such a
                                             Part has more than [****] hours (or
                                             cycles, whichever comes first),
                                             Parts Time but less than [****]
                                             hours (or cycles, whichever comes
                                             first), Parts Time, the actual
                                             Parts Time on the Part.

                           C  =     For a Class C Primary Part for which a Parts
                                    Life Limit is established which is greater
                                    than [****] Total Parts Cycles but less than
                                    [****] Total Parts Cycles, the greater of
                                    either:

                                    a.       The actual Parts Cycles on the Part
                                             minus [****] cycles, or

                                    b.       The new Parts Life Limit minus
                                             [****] Cycles.

----------
[****] 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 82 of 131
<Page>

                         L(t) =     Either:

                                    a.       For a Primary Part which has
                                             suffered Direct Damage or Resultant
                                             Damage, the hours indicated Section
                                             III minus [****] hours, or

                                    b.       For a Class A or Class B Primary
                                             Part for which a Parts Life Limit
                                             is established, the hours indicated
                                             in Section III minus [****] hours.

                         L(c) =     For a Class C Primary Part for which a Parts
                                    Life Limit is established which is greater
                                    than [****] total Parts Cycle, [****]
                                    Cycles.

                           H  =     The man-hours required to accomplish the
                                    work as established in writing by IAE.

                           R  =     The labor rate, expressed in U.S. Dollars
                                    per hour, which will be determined as
                                    follows:

                                    a.       If the labor is performed at the
                                             Operator's facility, or its
                                             subcontractor's facility, the labor
                                             rate will be the greater of the
                                             Operator's labor rate or the
                                             subcontractor's labor rate, where
                                             the labor rates were determined in
                                             accordance with IAE Form XIAE380
                                             and provided to the Operator in
                                             writing, or

                                    b.       If the labor is performed by IAE,
                                             the labor rate will be the
                                             then-current labor rate of IAE.

                           E  =     Actual Engine Time on an Extended First Run
                                    Engine.

         E.       DIRECT DAMAGE is the damage suffered by a Part itself upon its
                  Failure.

         F.       ECONOMICALLY REPAIRABLE shall generally mean that the cost of
                  the repair as determined by IAE, exclusive of modification and
                  transportation costs, will be equal to or less than [****]
                  of the IAE commercial price of the Part at the time the repair
                  is considered, or, shall be as otherwise reasonably determined
                  by IAE.

         G.       ENGINE(S) means those V2500 Engine(s), as described by IAE
                  Specifications, sold by IAE for Commercial Aviation Use,
                  whether installed as new equipment in aircraft by the
                  manufacturer thereof and delivered to the Operator or
                  delivered directly to the Operator from IAE for use as a spare
                  Engine. An Engine which has been converted or upgraded in
                  accordance with IAE instructions shall continue to qualify
                  for Credit Allowances and Adjustments under the provisions of
                  this Service Policy.

----------
[****] 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 83 of 131
<Page>

         H.       ENGINE OR MODULE TIME is the total number of flight hours of
                  operation of an Engine or a Module.

         I.       EXPENDABLE PARTS means those nonreusable Parts, as determined
                  by IAE, which are required to be replaced during inspection or
                  Reconditioning, regardless of the condition of the Part.

         J.       EXTENDED FIRST RUN ENGINE OR MODULE is an Engine or Module
                  with more than [****] hours (or cycles, whichever comes
                  first), Engine or Module Time but not more than [****]
                  hours (or cycles, whichever comes first), Engine or Module
                  Time.

         K.       EXTENDED FIRST RUN PART means a Part with [****] hours (or
                  cycles, whichever comes first), or less Parts Time operating
                  in an Extended First Run Engine.

         L.       FAILURE (FAILED) is the breakage, injury, or malfunction of a
                  Part rendering it unserviceable and incapable of continued
                  operation without corrective action.

         M.       FIRST RUN ENGINE OR FIRST RUN MODULE is an Engine or Module
                  with [****] hours (or cycles, whichever comes first), or less
                  Engine or Module Time.

         N.       FIRST RUN PART is an Engine Part with [****] hours (or cycles,
                  whichever comes first), or less Parts Time operating in a
                  First Run Engine.

         O.       MODULE(S) means any one or more of the following assemblies of
                  Parts:

                  Fan Assembly and Low Pressure Compressor Assembly
                  High Pressure Compressor Assembly
                  High Pressure Turbine Assembly
                  Low Pressure Turbine Assembly
                  Main gearbox
                  Any other Assembly of Parts so designated by IAE

         P.       OPERATOR is the owner of one or more Engines operated for
                  Commercial Aviation Use, the lessee if such Engine(s) is the
                  subject of a long-term financing lease or as otherwise
                  reasonably determined by IAE.

         Q.       PART(S) means Engine parts sold by IAE and delivered to the
                  Operator as original equipment in an Engine or Engine parts
                  sold and delivered by IAE to the Operator as new spare parts
                  in support of an Engine.

         R.       PARTS CYCLE(S) means the aggregate total number of times a
                  Part completes an Aircraft takeoff and landing cycle, whether
                  or not thrust reverser is used on landing. As pilot training
                  will involve extra throttle transients such as touch and go
                  landings and takeoffs, IAE shall evaluate such transients for
                  Parts Cycle determination.

----------
[****] 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 84 of 131
<Page>

         S.       PARTS LIFE LIMIT is the maximum allowable total Parts Time or
                  total Parts Cycles for specific Parts, including Reoperation
                  if applicable, as established by IAE or by the United States
                  Federal Aviation Administration. Parts Life Limits are
                  published in the Time Limits Section (Chapter 05) of the
                  applicable V2500 Series Engine Manual.

         T.       PARTS REPAIR means the IAE designated restoration of Failed
                  Parts to functional serviceable status, excluding repair of
                  normal wear and tear, as determined by IAE.

         U.       PARTS TIME is the total number of flight hours of operation of
                  a Part.

         V.       PRIMARY PART(S) are limited to those Parts listed in Section
                  III while such Parts are within the Class Life indicated in
                  Section III.

         W.       RECONDITIONING means the restoration of an Engine or Module
                  allowing substitution of new or serviceable used Parts, to the
                  extent necessary for continued operation of the Engine or
                  Module as a serviceable unit. When such Reconditioning is
                  performed by IAE, the Parts Time or Parts Cycles, as
                  applicable, of the replaced Part shall, for the purpose of
                  this Service Policy, be applicable to the substituted new or
                  serviceable used Part. Said replaced Part shall become the
                  property of IAE.

         X.       REOPERATION is the alteration to or modification of a Part.

         Y.       RESULTANT DAMAGE is the damage suffered by a Part because of
                  the Failure of another Part within the same Engine.

         Z.       SCRAPPED PARTS (SCRAP, SCRAPPED, SCRAPPAGE) shall mean those
                  Parts determined by IAE to be unserviceable and not
                  Economically Repairable. The Operator shall cause such Parts
                  to be mutilated or disposed of in such a manner as to preclude
                  any possible further use as an Engine Part.


                                                                  Page 85 of 131
<Page>

VII      GENERAL CONDITIONS

         The following general conditions govern the application of this Service
         Policy:

         A.       RECORDS AND AUDIT

                  The Operator shall maintain adequate records for the
                  administration of this Service Policy and shall permit IAE to
                  audit such records at reasonable intervals.

         B.       SCRAPPING OF PARTS

                  1.       Scrappage Verification

                           Any Part for which a Parts Credit Allowance is
                           requested shall be verified as Scrapped prior to the
                           issuance of the Parts Credit Allowance. Verification
                           of Scrappage shall occur as follows:

                           a.       At the Operator's, or its subcontractor's,
                                    facility. Such verification shall be
                                    accomplished by the IAE Field
                                    Representative.

                           b.       At IAE, provided that IAE concurs that the
                                    Part is to be Scrapped. Sufficient
                                    information to identify the Part, the Engine
                                    from which the Part was removed, and the
                                    reason for its return shall be provided.

                  2.       Return of Parts

                           IAE, at its sole option, may require the Operator to
                           return to IAE any Part for which a Parts Credit
                           Allowance is requested. Such return shall be a
                           condition for the issuance of a Parts Credit
                           Allowance.

                  3.       Transportation Expenses

                           Transportation expenses shall be at the expense of
                           the Operator if such Parts are shipped to and from
                           IAE for examination and verification; except that IAE
                           shall pay the expense if such Parts are shipped at
                           the request of IAE.

                  4.       Title

                           Title to such Parts returned to IAE shall vest in
                           IAE:

                           a.       Upon determination by IAE that the Operator
                                    is eligible for a Parts Credit Allowance. If
                                    it is determined that the Parts are scrapped
                                    Parts but are not eligible for Service
                                    Policy coverage, the Operator will be
                                    notified of the decision and the Parts
                                    returned at the Operator's expense if the
                                    Operator so requests; otherwise, the Parts
                                    will be disposed of by IAE without any type
                                    of adjustment, or


                                                                  Page 86 of 131
<Page>

                           b.       Upon shipment, when such Parts are
                                    determined to be Scrap at the Operator's
                                    facility and are shipped to IAE at the
                                    request of IAE.

         C.       REPAIRABILITY REQUIREMENTS

                  The Operator shall set aside and exclude from the operation of
                  this Service Policy for a period of six months any Part for
                  which IAE states it has, or plans to initiate, an active
                  program to achieve a repair, corrective Reoperation or Parts
                  Life Limit extension. In the event IAE has not released a
                  repair procedure, corrective Reoperation, or Parts Life Limit
                  extension by the expiration of this six month period, such
                  Part shall be retained by the Operator and excluded from the
                  operation of this Service Policy for additional periods beyond
                  the expiration of said six month period only if agreed to by
                  the Operator.

         D.       EXCLUSIONS FROM SERVICE POLICY

                  This Service Policy will not apply to any Engine, Module or
                  Part if it has been determined to the reasonable satisfaction
                  of IAE that said Engine, Module or Part has Failed because it:

                  1.       Has not been properly installed or maintained in
                           accordance with IAE recommendations unless such
                           improper installation or maintenance was performed by
                           IAE, or

                  2.       Has been used contrary to the operating and
                           maintenance instructions or recommendations
                           authorized or issued by IAE and current at the time,
                           or

                  3.       Has been repaired or altered other than by an IAE
                           designated V2500 Maintenance Center in such a way as
                           to impair its safety, operation or efficiency, or

                  4.       Has been subjected to:

                           a.       Misuse, neglect, or accident, or

                           b.       Ingestion of foreign material, or

                  5.       Has been affected in any way by a part not defined as
                           a Part herein, or

                  6.       Has been affected in any way by occurrences not
                           associated with ordinary use, such as, but not
                           limited to, acts of war, rebellion, seizure or other
                           belligerent acts.

                                                                 Page 87 of 131


<Page>

         E.       PAYMENT OPTIONS

                  IAE at its option may grant any Parts Credit Allowance as
                  either a credit to the Operator's account with IAE or as a
                  Part replacement.

         F.       PRESENTATION OF CLAIMS

                  Any request for a Credit Allowance must be presented to IAE
                  not later than 180 days after the removal from service of the
                  Engine or Part for which the Credit Allowance is requested. If
                  IAE disallows the request, written notification will be
                  provided to the Operator. The Operator shall have 90 days from
                  such notification to request a reconsideration of the request
                  for Credit Allowance. IAE shall have the right to refuse any
                  request for a Credit Allowance which is not submitted within
                  the stated time periods.

         G.       DURATION OF SERVICE POLICY

                  This Service Policy will normally cease to apply to all Parts
                  in any Engine that is more than ten years old as measured
                  from the date of shipment of the Engine from the factory.
                  Unless advised to the contrary by IAE, this Service Policy
                  shall, however, continue to be applicable to individual
                  Engines after the expiration of the ten year period on a year
                  to year basis so that the Operator may continue to receive the
                  benefits of the Service Policy on the Parts in these Engines.

         H.       GENERAL ADMINISTRATION

                  On matters concerning this Service Policy, the Operator is
                  requested to address all correspondence to:

                  IAE International Aero Engines AG
                  400 Main Street
                  Mail Stop 121-10
                  East Hartford, CT 06108

                  Attention: Warranty Administration

         I.       LIMITATION OF LIABILITY

                  1.       The express provisions of this Service Policy set
                           forth the maximum liability of IAE with respect to
                           any claims relating to this Service Policy. In the
                           event of any conflict or inconsistency between the
                           express provisions of this Service Policy and any
                           Illustrations contained herein, the express
                           provisions shall govern.

                  2.       Except to the extent that the Credit Allowances and
                           adjustments expressly set forth in this Service
                           Policy may exceed the limitations of the
                           corresponding portions of any warranties or
                           representations included in any sales agreements, the
                           provisions of this Service Policy do not modify,

                                                                  Page 88 of 131


<Page>

                           enlarge or extend in any manner the conditions
                           governing the sale of its engines and parts by IAE.

                  3.       IAE reserves the right to change or retract this
                           Service Policy at any time at its sole discretion. No
                           such retraction or change shall diminish the benefits
                           which the Operator may be entitled to receive with
                           respect to Engines for which an acceptable order has
                           been placed with IAE or with respect to aircraft with
                           installed Engines for which a firm unconditional
                           order has been placed with the aircraft manufacturer
                           prior to the announcement of any such retraction or
                           change.

         J.       ASSIGNMENT OF SERVICE POLICY

                  This Service Policy shall not be assigned, either in whole or
                  in part, by either party. IAE will, however, upon the written
                  request of the Operator consider an extension of Service
                  Policy Credit Allowances and adjustments to Engines, Modules
                  and Parts sold or leased by an Operator to another Operator,
                  to the extent only, however, that such Credit Allowances and
                  adjustments exist at the time of such sale or lease and
                  subject to the terms and conditions of the Service Policy.
                  IAE shall not unreasonably withhold such extension of such
                  Credit Allowances.

                                                                 Page 89 of 131


<Page>

                                   EXHIBIT D-2

                     V2500 NACELLE AND PARTS SERVICE POLICY

                                                                 Page 90 of 131

<Page>

                                       IAE

                          INTERNATIONAL AERO ENGINES AG

                     V2500 NACELLE AND PARTS SERVICE POLICY

















Issued: November 16, 1988

                                                                  Page 91 of 131


<Page>

                                       IAE

                          INTERNATIONAL AERO ENGINES AG

                     V2500 NACELLE AND PARTS SERVICE POLICY

This Nacelle and Parts Service Policy (Service Policy) is a statement of the
terms and conditions under which IAE International Aero Engines AG ("IAE") will
grant the Operators of its V2500 Nacelles certain Allowances and adjustments in
the event that Parts of such Nacelles suffer Failure in service.

This Service Policy is divided into four sections:

<Table>
<Caption>
<S>               <C>                                                   <C>
Section I         describes the Allowances and adjustments which        Page  93
                  will be granted should the Nacelle or Part(s)
                  suffer a Failure.

Section II        describes the Allowances and adjustments which        Page  94
                  will be granted when IAE declares a Campaign
                  Change.

Section III       contains the definitions of certain words and         Page  95
                  terms used throughout this Service Policy.
                  These words and terms are identified in the
                  text of this Service Policy by the use of
                  initial capital letters for such words and terms.

Section IV        contains the general conditions governing the         Page  98
                  application of this Service Policy.
</Table>

                                                                 Page 92 of 131

<Page>



I        ALLOWANCES AND ADJUSTMENTS

         A.       FIRST RUN NACELLE AND PART

                  1.       A First Run Nacelle is a Nacelle with [****] hours or
                           less Nacelle Time and a First Run Part is a Part with
                           [****] hours or less Parts Time operating in a First
                           Run Nacelle.

                  2.       If a First Run Part suffers Direct Damage or
                           Resultant Damage, and provided that the Part causing
                           Resultant Damage is also a First Run Part:

                           a.       IAE will grant to the Operator:

                                    (1)      A [****] percent Parts Credit
                                             Allowance for any such First Run
                                             Part Scrapped, and

                                    (2)      A [****] percent Labor Allowance
                                             Parts Repair of any First Run Part
                                             requiring Parts Repair.

                           b.       If such Damage of a First Run Part causes
                                    the removal of the Nacelle from the
                                    Aircraft, IAE will, in addition to
                                    Subparagraph a. above, grant to the
                                    Operator:

                                    (1)      A [****] percent Labor Allowance
                                             for disassembly, reassembly and
                                             necessary testing of the Nacelle
                                             requiring Reconditioning as a
                                             result of such Damage of the First
                                             Run Part, and

                                    (2)      A [****] percent Parts Credit
                                             Allowance for those Expendable
                                             Parts required in the
                                             Reconditioning of the Nacelle.

                           c.       If such Damage of a First Run Part causes
                                    the removal of the Nacelle from the
                                    Aircraft, IAE will arrange, upon request by
                                    the Operator, to Recondition the Nacelle or
                                    accomplish the Parts Repair at no charge to
                                    the Operator rather than providing the
                                    above Allowances. Such work will be
                                    accomplished at a V2500 Maintenance Center
                                    designated by IAE. Transportation charges to
                                    and from the Maintenance Center shall be
                                    paid by the operator.


                                                                 Page 93 of 131

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



         B.       PRIMARY PART

                  1.       A Primary Part is a Part other than a First Run Part
                           but having not more than [****] hours Parts Time.

                  2.       Primary Parts not eligible for those Allowances
                           granted to First Run Parts are eligible for
                           Allowances under this Section I, Paragraph B.,
                           provided that the Primary Part suffers Direct Damage
                           or Resultant Damage and Provided that the Part
                           causing Resultant Damage is also a Primary Part.

                  3.       IAE will grant to the Operator a Parts Credit
                           Allowance for such a Primary Part Scrapped or a Labor
                           Allowance for such a Primary Part for which a Parts
                           Repair is designated in writing by IAE as being
                           eligible for adjustment under this Section I,
                           Paragraph B. Such Allowance will be based on [****]
                           percent to [****] hours total Parts Time which then
                           decreases, pro rata, to zero percent at [****] hours
                           Parts time.

II       CAMPAIGN CHANGE ALLOWANCES AND ADJUSTMENTS

                  A.       A Campaign Change is an IAE program, so designated
                           in writing, for the Reoperation, replacement,
                           addition, or deletion of a Part(s). IAE will grant
                           the Allowances and adjustments specified in this
                           Section II to the Operator when Campaign Change
                           recommendations are complied with by the Operator.

B.       STANDARD ALLOWANCES

         1.       A [****] percent Parts Credit Allowance for the replacing
                  Parts specified in the Campaign Change for installed or
                  serviceable shelf stock Nacelle Parts which are Scrapped
                  with [****] hours or less total Parts Time.

         2.       A [****] percent Parts Credit Allowance for the replacing
                  Parts specified in the Campaign Change for installed or
                  serviceable shelf stock Nacelle Parts which are Scrapped
                  with more than [****] hours total Parts Time.

         3.       A [****] percent Labor Allowance for Reoperation of installed
                  or serviceable shelf stock Nacelle Parts with 6,000 hours
                  or less total Parts Time, which are Reoperated in
                  accordance with the Campaign Change.

         4.       A [****] percent Labor Allowance for Reoperation of installed
                  or serviceable shelf stock Nacelle Parts with more than
                  [****] hours total Parts Time, which are Reoperated in
                  accordance with the Campaign Change.

         5.       A [****] percent Labor Allowance for disassembly and
                  reassembly of the Nacelle, if the disassembly is
                  recommended by IAE for accomplishment of the Campaign
                  Change and such disassembly is performed solely for the
                  purpose of accomplishing the Campaign Change.


                                                                 Page 94 of 131


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C.       OPTIONAL ALLOWANCES AND ADJUSTMENTS

         1.       When IAE declares Campaign Change, IAE, at its sole option,
                  may grant to the Operator allowances and adjustments, such as,
                  but not necessarily limited to:

                  a.       No charge material
                  b.       Specially priced material
                  c.       Single payment settlements for the Operators' fleet
                  d.       Fixed allowance support for each Nacelle.

         2.       These optional allowances and adjustments will be provided
                  either:

                  a.       Instead of the standard Allowances of Paragraph B.,
                  b.       In addition to the standard Allowances of Paragraph
                           B., or
                  c.       As a portion of the standard Allowances of Paragraph
                           B.

         3.       In no event shall the worth to the Operator, as reasonably
                  determined by IAE, be less than the amount that would have
                  been granted to the Operator as a standard Campaign Change
                  Allowance, per Paragraph B. In considering the use of these
                  optional allowances and adjustments, IAE will attempt to
                  minimize the financial and administrative impact on the
                  Operator.

III      DEFINITIONS

         A.       ALLOWANCES

         1.       PARTS CREDIT ALLOWANCE is an amount determined in accordance
                  with the following formula:

                  a.       [****] percent Parts Credit Allowance = P

                  b.       [****] percent Parts Credit Allowance = P/2

                  c.       Pro rata Parts Credit Allowance = [****] - T
                                                             ---------  x P
                                                             [****]

         2.       LABOR ALLOWANCE is an amount determined in accordance with the
                  following formulas, except that in no event shall the amount
                  to be granted for repair of Parts exceed the amount of the
                  Parts Credit Allowance which would have been granted if the
                  Part had been Scrapped.

                  a.       [****] percent Labor Allowance = H x R

                  b.       [****] percent Labor Allowance = H x R
                                                        -


                                                                 Page 95 of 131

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<Page>

                                                        2

                  c.       Pro rata Labor Allowance = [****] - T
                                                      --------- x H x R
                                                      [****]

         3.       The variables used in calculating the above Allowances are
                  defined as:

                  P =      for a Part Scrapped because of Direct Damage or
                           Resultant Damage, the IAE commercial price of the
                           Part Scrapped current at the time of either the
                           Nacelle removal or Part removal, whichever occurs
                           sooner, or

                           for replacement of Parts because of a Campaign
                           Change, the IAE price of the replacing Part specified
                           in the Campaign Change current at the time of
                           notification to the Operator of the Campaign Change.

                  T =      actual Parts Time hours on a Part which has
                           suffered Direct Damage or Resultant Damage or the
                           Parts Life Limit as established for the Part.

                  H =      the man-hours required to accomplish the work as
                           established in writing by IAE.

                  R =      the labor rate, expressed in dollars per hour,
                           which will be determined as follows:

                           a.       If the labor is performed at the Operator's
                                    facility, or its subcontractor's facility,
                                    the labor rate will be the greater of the
                                    Operator's labor rate or the subcontractor's
                                    labor rate, where the labor rates were
                                    determined in accordance with IAE Form and
                                    provided to the Operator in writing, or

                           b.       If the labor is performed at a V2500
                                    Maintenance Center designated by IAE, the
                                    labor rate will be the then current labor
                                    rate at that Center.

         B.       CAMPAIGN CHANGE is an IAE program, so designated in writing,
                  for the Reoperation, replacement, addition or deletion of a
                  Part(s) and is characterized by the granting of certain
                  Allowances to the Operator when such recommendations are
                  complied with by the Operator.

         C.       COMMERCIAL AVIATION USE is the operation of Nacelles in
                  Aircraft used for commercial, corporate or private transport
                  purposes. The operation of Nacelles by Government Agencies or
                  Services is normally excluded except that IAE will consider
                  written requests for the inclusion of such Nacelles under the
                  provisions of this Service Policy.


                                                                 Page 96 of 131


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         D.       DIRECT DAMAGE is the damage suffered by a Part itself upon its
                  Failure.

         E.       ECONOMICALLY REPAIRABLE shall generally mean that the cost of
                  the repair as determined by IAE exclusive of modification and
                  transportation costs, will be equal to or less than [****]
                  percent of the IAE commercial price of the Part at the time
                  the repair is considered, or, shall be as otherwise
                  reasonably determined by IAE.

         F.       EXPENDABLE PARTS means those nonreusable Parts, as determined
                  by IAE, which are required to be replaced during inspection or
                  Reconditioning, regardless of the condition of the Part.

         G.       FAILURE (FAILED) is the breakage, injury, or malfunction of a
                  Part rendering it unserviceable and incapable of continued
                  operation without corrective action.

         H.       FIRST RUN NACELLE is a Nacelle with [****] hours or less
                  Nacelle Time.

         I.       FIRST RUN PART is a Nacelle Part with [****] hours or less
                  Parts Time operating in a First Run Nacelle.

         J.       NACELLE(S) means V2500 nacelle(s) and thrust reverser, as
                  described in IAE Specifications referenced below, as such
                  Specifications may be revised from time to time, sold by
                  IAE for Commercial Aviation Use, whether installed as new
                  equipment in aircraft by the manufacturer thereof and
                  delivered to the Operator or delivered directly to the
                  Operator from IAE for use as a spare nacelle. A Nacelle
                  which has been converted or upgraded in accordance with IAE
                  instructions shall continue to qualify for Allowances and
                  adjustments under the provisions of this Service Policy.

<Table>
<Caption>
                  Model No.         Specification No.         Specification Date
                  ---------         -----------------         ------------------
<S>                                 <C>                       <C>
                  V2500             IAE-0004                         1988
</Table>

         K.       NACELLE TIME is the total number of flight hours of operation
                  of a Nacelle.

         L.       OPERATOR is the owner of one or more Nacelles operated for
                  Commercial Aviation use, the lessee if such Nacelle(s) is the
                  subject of a long-term financing lease or as otherwise
                  reasonably determined by IAE.

         M.       PART(S) means Nacelle parts sold by IAE and delivered to the
                  Operator as original equipment in a Nacelle or Nacelle parts
                  sold and delivered by IAE to the Operator as new spare parts
                  in support of a Nacelle.

         N.       PARTS LIFE LIMIT is the maximum allowable Parts Time, for
                  specific Parts as established by IAE or by the Federal
                  Aviation Administration in an Airworthiness Directive.


                                                                 Page 97 of 131


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         0.       PARTS REPAIR means the IAE designated restoration of Failed
                  Parts to functional serviceable status, excluding repair of
                  normal wear and tear, as determined by IAE.

         P.       PARTS TIME is the total number of flight hours of operation
                  of a Part.

         Q.       PRIMARY PART means a Part other than a First Run Part but not
                  having more than [****] hours Parts Time.

         R.       RECONDITIONING means the restoration of a Nacelle allowing
                  substitution of new or serviceable used Parts, to the extent
                  necessary for continued operation of the Nacelle as a
                  serviceable unit. When such Reconditioning is performed by IAE
                  designated V2500 Maintenance Center, the Parts Time, of the
                  replaced Part shall, for the purpose of this Service Policy,
                  be applicable to the substituted new or serviceable used Part.
                  Said replaced Part shall become the property of IAE.

         S.       REOPERATION is the alternation to or modification of a Part.

         T.       RESULTANT DAMAGE is the damage suffered by a Part because of
                  the Failure of another Part within the same Nacelle.

         U.       SCRAPPED PARTS (SCRAP, SCRAPPED, SCRAPPAGE) shall mean those
                  Parts determined by IAE to be unserviceable and not
                  Economically Repairable. The Operator shall cause such Parts
                  to be mutilated or disposed of in such a manner as to
                  preclude any possible further use as a Nacelle Part.

IV       GENERAL CONDITIONS

         The following general conditions govern the application of this Service
         Policy:

         A.       RECORDS AND AUDIT

                  The Operator shall maintain adequate records for the
                  administration of this Service Policy and shall permit IAE
                  to audit such records at reasonable intervals.


                                                                 Page 98 of 131

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         B.       SCRAPPING OF PARTS

                  1.       Scrappage Verification

                           Any Part for which a Parts Credit Allowance is
                           requested shall be verified as Scrapped prior to
                           the issuance of the Allowance. Verification of
                           Scrappage shall occur as Follows:

                           a.       At the Operator's, or its subcontractor's,
                                    facility. Such verification shall be
                                    accomplished by the IAE Field
                                    Representative.

                           b.       At a V2500 Maintenance Center designated by
                                    IAE, provided that IAE concurs that the Part
                                    is to be Scrapped. Sufficient information to
                                    identify the Nacelle from which the Part was
                                    removed, and the reason for its return shall
                                    be provided.

                  2.       Return of Parts

                           IAE, at its sole option, may require the Operator
                           to return to IAE any Part for which a Parts Credit
                           Allowance is requested. Such return shall be a
                           condition for the issuance of a Parts Credit
                           Allowance.

                  3.       Transportation Expenses

                           Transportation expenses shall be at the expense of
                           the Operator if such Parts are shipped to and from
                           a V2500 Maintenance Center designated by IAE for
                           examination and verification; except, that IAE
                           shall pay the expense of transport of such Parts
                           as are shipped at the request of IAE.

                  4.       Title

                           Title to such Parts returned to IAE shall vest in
                           IAE.

                           a.       Upon determination by IAE that the
                                    Operator is eligible for a Parts Credit
                                    Allowance. If it is determined that the
                                    Parts are scrapped Parts but are not
                                    eligible for Service Policy coverage, the
                                    Operator will be notified of the decision
                                    and the Parts returned at the Operator's
                                    expense if the Operator so requests;
                                    otherwise, the Parts will be disposed of
                                    by IAE without any type of adjustment, or

                           b.       Upon shipment, when such Parts are
                                    determined to be Scrap at the Operator's
                                    facility and are shipped to IAE at the
                                    request of IAE.

                                                                 Page 99 of 131

<Page>



         C.       REPAIRABILITY REQUIREMENTS

                  The Operator shall set aside and exclude from the operation of
                  this Service Policy for a period of six months any Part for
                  which IAE states it has, or plans to initiate, an active
                  program to achieve a repair, corrective Reoperation or Parts
                  Life Limit extension. In the event IAE has not released a
                  repair procedure, corrective Reoperation, or Parts Life Limit
                  extension by the expiration of this six month period, such
                  Part shall be retained by the Operator and excluded from the
                  operation of this Service Policy for additional periods beyond
                  the expiration of said six month period only if agreed to by
                  the Operator.

         D.       EXCLUSIONS FROM SERVICE POLICY

                  This Service Policy will not apply to any Nacelle, or Part if
                  it has been determined to the reasonable satisfaction of IAE
                  that said Nacelle or Part has Failed because it:

                  1.       Has not been properly installed or maintained in
                           accordance with IAE recommendations unless such
                           improper installation or maintenance was performed by
                           IAE or at any V2500 Maintenance Center designated by
                           IAE.

                  2.       Has been used contrary to the operating and
                           maintenance instructions or recommendations
                           authorized or issued by IAE and current at the time,
                           or

                  3.       Has been repaired or altered outside any V2500
                           Maintenance Center in such a way as to impair its
                           safety, operation or efficiency, or

                  4.       Has been subjected to:

                           a.       Misuse, neglect, or accident, or

                           b.       Ingestion of foreign material, or

                  5.       Has been affected in any way by a part not defined as
                           a Part herein, or

                  6.       Has been affected in any way by occurrences not
                           associated with ordinary use, such as, but not
                           limited to, acts of war, rebellion, seizure or other
                           belligerent acts.

         E.       PAYMENT OPTIONS

                  IAE at its option may grant any Parts Credit Allowance as
                  either a credit to the Operator's account or as a Part
                  replacement.


                                                                Page 100 of 131

<Page>



         F.       PRESENTATION OF CLAIMS

                  Any request for an Allowance must be presented to IAE not
                  later than 180 days after the removal from service of the
                  Engine or Part for which the Allowance is requested. If IAE
                  disallows the request, written notification will be provided
                  to the Operator. The Operator shall have 90 days from such
                  notification to request a reconsideration of the request for
                  Allowance. IAE shall have the right to refuse any request for
                  an Allowance which is not submitted within the stated time
                  periods.

         G.       DURATION OF SERVICE POLICY

                  This Service Policy will normally cease to apply to all Parts
                  in any Nacelle that is more than ten years old as measured
                  from the date of shipment of the Nacelle from the factory.
                  This Service Policy shall, however, continue to be applicable
                  to individual Nacelles after the expiration of the ten year
                  period on a year to year basis so that the Operator may
                  continue to receive the benefits of the Service Policy on the
                  Parts in these Nacelles.

         H.       GENERAL ADMINISTRATION

                  On matters concerning this Service Policy, the Operator is
                  requested to address all correspondence to:

                       IAE International Aero Engines AG
                       400 Main Street
                       Mail Stop 121-10
                       East Hartford, CT 06108

                       Attention: Warranty Administration

         I.       LIMITATION OF LIABILITY

                  1.       The express provisions of this Service Policy set
                           forth the maximum liability of IAE with respect to
                           any claims relating to this Service Policy.

                  2.       Except to the extent that the Allowances and
                           adjustments expressly set forth in this Service
                           Policy may exceed the limitations of the
                           corresponding portions of any warranties or
                           representations included in any sales agreements, the
                           provisions of this Service Policy do not modify,
                           enlarge or extend in any manner the conditions
                           governing the sale of its Nacelles and Parts by IAE.

                  3.       IAE reserves the right to change or retract this
                           Service Policy at any time at its sole discretion. No
                           such retraction or change shall diminish the benefits
                           which the Operator may be entitled to receive with
                           respect to Nacelles for which a acceptable order has
                           been placed with IAE or with respect to aircraft with
                           installed Nacelles


                                                                Page 101 of 131

<Page>


                           for which firm orders have been placed or options
                           obtained with the aircraft manufacturer prior to the
                           announcement of any such retraction or change.

         J.       ASSIGNMENT OF SERVICE POLICY

                  This Service Policy shall not be assigned, either in whole or
                  in part, by either party. IAE will, however, upon the written
                  request of the Operator consider an extension of Service
                  Policy Allowances and adjustments to Nacelles and Parts sold
                  or leased by an Operator to another Operator, to the extent
                  only, however, that such Allowances and adjustments exist at
                  the time of such sale or lease and subject to the terms and
                  conditions of the Service Policy. IAE shall not unreasonably
                  withhold such extension of such Allowances.

                                                                Page 102 of 131


<Page>



                                   EXHIBIT D-3

                 WARRANTY FOR SPECIAL TOOLS AND GROUND EQUIPMENT

1.       If it is shown that a defect in material or workmanship has become
         apparent in any item of special tooling and ground equipment within
         one year from the date of receipt of such item by the Operator, then
         IAE will either as it may in its sole discretion determine repair or
         exchange such item free of charge.

2.       The obligations of IAE under this Warranty are subject to the following
         terms and conditions.

         2.1      The defect must not be due to misuse, negligence of anyone
                  other than IAE, accident or misapplication.

         2.2      Such item shall not have been used, maintained, modified,
                  stored or handled other than in a manner approved by IAE.

         2.3      Any claim under this Warranty shall be made in writing to IAE
                  within 90 days of the discovery of the defect and the
                  defective item shall be made available or sent to IAE for
                  inspection as it may require.

3.       IAE shall not be liable for any incidental, consequential or resultant
         loss or damage howsoever occurring, nor for labor costs involved in
         removal or replacement of parts.

                                                                Page 103 of 131

<Page>

                                   EXHIBIT D-4

                           V2500 RELIABILITY GUARANTEE



                                                                Page 104 of 131

<Page>



                          V2500 RELIABILITY GUARANTEE

I        INTRODUCTION

         IAE assures New Air that by the end of the [****] year period
         commencing with New Air's first commercial operation of Aircraft
         (including for purposes of this Guarantee, the Leased Aircraft)
         powered by V2500 Engines, the cumulative Engine Shop Visit Rate will
         not exceed a Guaranteed Rate of [****] per 1000 Eligible Engine flight
         hours. Under this Guarantee, if the cumulative Engine Shop Visit
         Rate exceeds the Guaranteed Rate, IAE will credit New Air's account
         with IAE an amount of [****] U.S. Dollars for each Eligible Engine
         Shop Visit determined to have been in excess of the Guaranteed Rate.

II       GUARANTEE

         A.       PERIOD OF GUARANTEE

                  The Period of Guarantee will start on the date New Air
                  initiates commercial operation of its first Aircraft
                  (including for purposes of this Guarantee, the Leased
                  Aircraft) powered by Eligible Engines and will terminate
                  [****] from that date.

         B.       ELIGIBLE ENGINES

                  The Engines that will be Eligible under this Guarantee shall
                  be new installed and new spare Engines which are owned or
                  operated by New Air during the Period of Guarantee and which
                  have been acquired pursuant to the Contract to which this
                  Guarantee is attached and the related proposal or contract for
                  delivery of Aircraft, and shall also include for purposes of
                  this Guarantee, the Leased Aircraft. The Engines shall remain
                  Eligible provided that New Air or its authorized maintenance
                  facility maintains them in accordance with the IAE
                  instructions and recommendations contained in the applicable
                  IAE publications including the latest Maintenance Management
                  Plan for New Air.

         C.       ELIGIBLE SHOP VISITS

                  Eligible Shop Visits shall comprise the shop visits of
                  Eligible Engines required for the following reasons:

                  1.       a Failure of a Part in such Eligible Engines;

                  2.       foreign object damage caused by the ingestion of
                           birds, hailstones or runway gravel;

                  3.       an Airworthiness Directive issued by the applicable
                           Certification Authority;

                  4.       maintenance as recommended by IAE; and

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                                                                Page 105 of 131

<Page>



                  5.       removal for LLP time expiration so long as minimum
                           build cycle requirement pursuant to the Maintenance
                           Management Plan is adhered to.

         D.       REPORTING OF ENGINE SHOP VISITS AND ENGINE FLIGHT HOURS

                  Eligible Shop Visits shall be reported to IAE by New Air
                  within thirty days after the date of such Engine Shop Visit
                  using IAE Form SVR Rev 1, July 95 together with such other
                  information as may be needed to determine the Eligibility of
                  the Engine Shop Visit. Each such Form shall be verified by an
                  authorized IAE Representative before submission. Should it be
                  necessary for him to disqualify a reported Engine Shop Visit,
                  supporting information will be furnished.

                  Flight hours accumulated by Eligible Engines during each month
                  during the Period of Guarantee shall be reported by New Air
                  within thirty days after each month's end to IAE on IAE Form
                  SVR Rev 1, July 95 unless other procedures are established for
                  the reporting of flight hours.

         E.       CREDIT ALLOWANCE CALCULATION

                  A credit of [****] U.S. Dollars will be granted by IAE for
                  each Eligible Engine Shop Visit determined as calculated below
                  to be in excess of the Guaranteed Rate during the Period of
                  Guarantee. An annual calculation will be made no later than
                  sixty days after each yearly anniversary of the commencement
                  of the Period of Guarantee provided that the necessary Engine
                  Shop Visit records and Eligible Engine flight hour information
                  have been reported to IAE.

                  Each annual calculation will be made using data that will be
                  cumulative from the start of the Period of Guarantee. An
                  interim credit will be granted, if necessary, following the
                  annual calculations for the second year and each subsequent
                  year of the Period of Guarantee. If subsequent annual
                  calculations show that on a cumulative basis, a previous
                  interim credit (or portion thereof) was excessive, such excess
                  amount shall be subject to repayment which will be effected by
                  IAE issuing a debit against New Air's account with IAE.
                  Credits and debits will be applied to New Air's account with
                  IAE not later than thirty days following a calculation for the
                  second year and each subsequent year of the Period of
                  Guarantee, as applicable.

                  Credit Allowance = (AR - GR) x [****] U.S. Dollars

                  where:

                  AR = Total Eligible Engine Shop Visits during the period of
                       the calculation.

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                                                                Page 106 of 131

<Page>

                  GR = [****]/1,000 x total Engine flight hours accumulated on
                       Eligible Engines during the period of the calculation.

                       (NOTE: GR will be rounded to the nearest whole number.)

III      DEFINITIONS AND GENERAL CONDITIONS

         All of the Definitions and General Conditions of the V2500 Engine and
         Parts excluded by the General Conditions of the Policy shall be
         excluded from this Guarantee except that Engine Shop Visits resulting
         from ingestion of birds, hailstones or runway gravel shall be included
         as Eligible under this Guarantee.

IV       SPECIFIC CONDITIONS

         A        The Guaranteed Rate is predicated on the use by New Air of:

                  1.       An average flight cycle of no less than [****] hours;

                  2.       Thrust levels which are derated an average of [****]
                           for Takeoff relative to full Takeoff ratings;


                  3.       An average Aircraft utilization equal to or less than
                           [****] flight hours per year;

                  4.       An Aircraft and Engine delivery schedule in respect
                           of thirty-two (32) Aircraft (composed of twenty-five
                           (25) Firm Aircraft and seven (7) Leased Aircraft) and
                           seven (7) spare Engines as described in the Contract
                           to which this Guarantee is attached; and

                  5.       An average ambient temperature at Takeoff which is no
                           greater than ISA + 3 DEG. C.

         B.       IAE reserves the right to make appropriate adjustments to the
                  Guaranteed Rate if there is, during the Period of Guarantee,
                  (a) a variation from the conditions upon which the Guaranteed
                  Rate is predicated, or (b) a discontinuation of ownership by
                  New Air of any Engine or any V2500 powered Aircraft subsequent
                  to delivery to New Air, or (c) if New Air takes Option
                  Aircraft or Option Spare Engines.

         C.       In the event credits are issued under Section II, such credits
                  will be dedicated to the procurement of Parts aimed at
                  correction of the situations contributing to excess Engine
                  Shop Visits. Accordingly, New Air and IAE will establish
                  jointly the modifications or Parts to be selected, and New Air
                  will incorporate the changes into Eligible Engines.


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                                                                Page 107 of 131

<Page>

V        EXCLUSION OF BENEFITS

         The intent of this Guarantee is to provide specified benefits to New
         Air as a result of the failure of Eligible Engines to achieve the
         reliability level stipulated in the Guarantee. It is not the intent,
         however, to duplicate benefits provided to New Air under any other
         applicable guarantee, sales warranty, service policy, or any special
         benefit of any kind as a result of the same failure. Therefore, the
         terms and conditions of this Guarantee notwithstanding, if the terms of
         this Guarantee should make duplicate benefits available to New Air from
         IAE or any third-party, New Air may elect to receive the benefits under
         this Guarantee or under any of the other benefits described above, but
         not both.

                                                                Page 108 of 131

<Page>



                                   EXHIBIT D-5

                           V2500 DELAY AND CANCELLATION

                                                                Page 109 of 131

<Page>



                          V2500 DELAY AND CANCELLATION

I        INTRODUCTION

         IAE assures New Air that by the end of the [****] year period
         commencing with New Air's first commercial operation of Aircraft
         (including for purposes of this Guarantee, the Leased Aircraft) powered
         by V2500 Engines, the cumulative Engine-caused Delay and Cancellation
         Rate will not exceed a Guaranteed Rate of [****] per 100 Aircraft
         departures. Under this Guarantee, if the cumulative Engine-caused Delay
         and Cancellation Rate is determined to have exceeded the Guaranteed
         Rate over the Period of Guarantee, IAE will credit New Air's account
         with IAE an amount of [****] U.S. Dollars for each excess Eligible
         Delay and Cancellation determined to have been in excess of the
         Guaranteed Rate.

II       GUARANTEE

         A.       PERIOD OF GUARANTEE

                  The Period of Guarantee will start on the date New Air
                  initiates commercial operation of its first Aircraft
                  (including for purposes of this Guarantee, the Leased
                  Aircraft) powered by Eligible Engines and will terminate
                  [****] years from that date.

         B.       ELIGIBLE ENGINES

                  The Engines that will be Eligible under this Guarantee shall
                  be new installed and new spare Engines which are owned or
                  operated by New Air during the Period of Guarantee and which
                  have been acquired pursuant to the Contract to which this
                  Guarantee is attached and the related proposal or contract for
                  delivery of Aircraft, and shall also include for purposes of
                  this Guarantee, the Leased Aircraft. The Engines shall remain
                  Eligible provided that New Air or its authorized maintenance
                  facility maintains them in accordance with the IAE
                  instructions and recommendations contained in the applicable
                  IAE publications including the latest Maintenance Management
                  Plan for New Air.

         C.       i) ELIGIBLE DELAY

                  An Eligible Delay shall occur when by a Failure of a Part in
                  an Eligible Engine installed in an Aircraft is the sole cause
                  of a delay in the final Departure of that Aircraft by more
                  than fifteen minutes after its programmed Departure in either
                  of the following instances:

                  1)       an originating flight departing later than its
                           scheduled Departure time; or

                  2)       a through flight or a turnaround flight remaining on
                           the ground longer than its scheduled ground time.

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                                                                Page 110 of 131
<Page>



         C.       ii) ELIGIBLE CANCELLATION

                  A single Cancellation shall occur when a Failure of a Part in
                  an Eligible Engine installed in an Aircraft is the sole cause
                  of the elimination of a Departure in either of the following
                  instances:

                  1)       cancellation of a trip comprising a single flight
                           leg; or

                  2)       cancellation of any or all of the flight legs of a
                           multiple leg trip.

         C.       iii)

                  A Departure which is cancelled after an Eligible Delay shall
                  be an Eligible Cancellation not an Eligible Delay.

         C.       iv)

                  Consecutive Delays and Cancellations for the same problem
                  because corrective action had not been taken will be
                  excluded.

         D.       DEPARTURE

                  A Departure comprises the movement of an Aircraft from the
                  blocks for the purpose of an intended scheduled revenue flight
                  provided that there can be only one Departure for each
                  intended flight.

         E.       REPORTING OF ELIGIBLE DELAYS AND CANCELLATIONS

                  Eligible Delays and Cancellations shall be reported to IAE by
                  New Air within thirty days after the date of such Delay or
                  Cancellation using IAE Form DC Rev 1, July 95, together with
                  such other information as may be needed to determine the
                  Eligibility of the Delay or Cancellation. Each such Form
                  shall be verified by an authorized IAE Representative before
                  submission. Should it be necessary for him to disqualify a
                  reported Delay or Cancellation, supporting information will be
                  furnished.

                  Departures accumulated by Eligible Engines during each month
                  during the Period of Guarantee shall be reported by New Air
                  within thirty days after each month's end to IAE on IAE Form
                  DC Rev 1, July 95, unless other procedures are established for
                  the reporting of Departures.

                                                                Page 111 of 131

<Page>



         F.       CREDIT ALLOWANCE CALCULATION

                  A credit of [****] U.S. Dollars will be granted by IAE for
                  each Eligible Delay and Eligible Cancellation determined as
                  calculated below to be in excess of the Guaranteed Rate during
                  the Period of Guarantee. An annual calculation will be made no
                  later than sixty days after each yearly anniversary of the
                  commencement of the Period of Guarantee provided that the
                  necessary records of Delays, Cancellation and Departure have
                  been reported to IAE.

                  Each annual calculation will be made using data that will be
                  cumulative from the start of the Period of Guarantee. An
                  interim credit will be granted, if necessary, following the
                  annual calculations for the first year and each subsequent
                  year of the Period of Guarantee. If subsequent annual
                  calculations show that on a cumulative basis, a previous
                  interim credit (or portion thereof) was excessive, such
                  excess amount shall be subject to repayment which will be
                  effected by IAE issuing a debit against New Air's account
                  with IAE. Credits and debits will be applied to New Air's
                  account with IAE not later than thirty days following a
                  calculation for the second year and each subsequent year of
                  the Period of Guarantee, as applicable.

                  Credit Allowance = (ADC - GDC) x [****] U.S. Dollars

                  Where:

                  ADC    = Total qualifying actual Engine Caused Delays and
                           Cancellations claimed and accepted as eligible during
                           the applicable period of the calculation.

                  GDC    = ([****]/100) x total Departures accumulated on
                           Eligible Engines during the applicable period of
                           calculation.

III      DEFINITIONS AND GENERAL CONDITIONS

         All of the Definitions and General Conditions of the V2500 Engine and
         Parts Service Policy shall apply to this Guarantee. Delays and
         Cancellation excluded by the General Conditions of the Policy shall be
         excluded from this Guarantee.

IV       SPECIFIC CONDITIONS

         A.       The Guaranteed Rate is predicated on the use by New Air of:

                  1.       An average flight cycle of no less than 1.4 hours;

                  2.       Thrust levels which are derated an average of [****]
                           for Takeoff relative to full Takeoff ratings;


----------
[****] 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 112 of 131

<Page>



                  3.       An average Aircraft utilization equal to or less than
                           3,500 flight hours per year;

                  4.       An Aircraft and Engine delivery schedule in respect
                           of thirty-two (32) Aircraft (composed of twenty-five
                           (25) Firm Aircraft and seven (7) Leased Aircraft) and
                           seven (7) spare Engines as described in the Contract
                           to which this Guarantee is attached; and

                  5.       An average ambient temperature at Takeoff which is no
                           greater than ISA + 3 DEG. C.

         B.       IAE reserves the right to make appropriate adjustments to the
                  Guaranteed Rate if there is, during the Period of Guarantee,
                  (a) a variation from the conditions upon which the Guaranteed
                  Rate is predicated, or (b) a discontinuation of ownership by
                  New Air of any Engine or any V2500 powered Aircraft subsequent
                  to delivery to New Air, or (c) if New Air takes Option
                  Aircraft or Option Spare Engines.

         C.       In the event credits are issued under Section II, such credits
                  will be dedicated to the procurement of parts aimed at
                  correction of the situations contributing to excess Delays and
                  Cancellation. Accordingly, New Air and IAE will establish
                  jointly the modifications or Parts to be selected, and New Air
                  will incorporate the changes into Eligible Engines.

V        EXCLUSION OF BENEFITS

         The intent of this Guarantee is to provide specified benefits to New
         Air as a result of the failure of Eligible Engines to achieve the
         reliability level stipulated in the Guarantee. It is not the intent,
         however, to duplicate benefits provided to New Air under any other
         applicable guarantee, sales warranty, service policy, or any special
         benefit of any kind as a result of the same failure. Therefore, the
         terms and conditions of this Guarantee notwithstanding, if the terms
         of this Guarantee should make duplicate benefits available to New Air
         from IAE or any third-party, New Air may elect to receive the benefits
         under this Guarantee or under any of the other benefits described
         above, but not both.

                                                                Page 113 of 131

<Page>



                                   EXHIBIT D-6

                         V2500 INFLIGHT SHUTDOWN GUARANTEE


                                                                Page 114 of 131

<Page>



                       V2500 INFLIGHT SHUTDOWN GUARANTEE

I        INTRODUCTION

         IAE assures New Air that by the end of the [****] year period
         commencing with New Airs first commercial operation of Aircraft
         (including for purposes of this Guarantee, the Leased Aircraft)
         powered by V2500 Engines, the cumulative Engine Inflight Shutdown Rate
         will not exceed a Guaranteed Rate of [****] per 1000 Eligible Engine
         flight hours. Under this Guarantee, if the cumulative Eligible
         Inflight Shutdown Rate is determined to have exceeded the Guaranteed
         Rate over the Period of Guarantee, IAE will credit New Air's account
         with IAE an amount of [****] U.S. Dollars for each Eligible Inflight
         Shutdown determined to have been in excess of the Guaranteed Rate.

II       GUARANTEE

         A.       PERIOD OF GUARANTEE

         The Period of Guarantee will start on the date New Air initiates
         commercial operation of its first Aircraft (including for purposes of
         this Guarantee, the Leased Aircraft) powered by Eligible Engines and
         will terminate [****] years from that date.

         B.       ELIGIBLE ENGINES

         The Engines that will be Eligible under this Guarantee shall be new
         installed and new spare Engines which are owned or operated by New Air
         during the Period of Guarantee and which have been acquired pursuant to
         the Contract to which this Guarantee is attached and the related
         proposal or contract for delivery of Aircraft, and shall also include
         for purposes of this Guarantee, the Leased Aircraft. The Engines shall
         remain Eligible provided that New Air or its authorized maintenance
         facility maintains them in accordance with the IAE instructions and
         recommendations contained in the applicable IAE publications including
         the latest Maintenance Management Plan for New Air.

         C.       ELIGIBLE INFLIGHT SHUTDOWNS

         Eligible Inflight Shutdowns shall comprise the inflight shutdown of an
         Eligible Engine during a scheduled revenue flight which is determined
         to have been caused by a Failure of a Part of such Engine. Multiple
         inflight shutdowns of the same Engine during the same flight leg for
         the same problem will be counted as one Eligible Inflight Shutdown. A
         subsequent inflight shutdown on a subsequent flight leg for the same
         problem because corrective action has not been taken will be excluded.


----------
[****] 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 115 of 131

<Page>



         D.       REPORTING OF ELIGIBLE INFLIGHT SHUTDOWNS

                  Eligible Inflight Shutdowns shall be reported to IAE by New
                  Air within thirty days after the date of such Inflight
                  Shutdown using IAE Form IFSD Rev 1, July 95 together with such
                  other information as may be needed to determine the
                  Eligibility of the Inflight Shutdown. Each such Form shall be
                  verified by an authorized IAE Representative before
                  submission. Should it be necessary for him to disqualify a
                  reported Inflight Shutdown, supporting information will be
                  furnished.

                  Flight hours accumulated by Eligible Engines during each month
                  during the Period of Guarantee shall be reported by New Air
                  within thirty days after each month's end to IAE on IAE Form
                  IFSD Rev 1, July 95 unless other procedures are established
                  for the reporting of flight hours.

         E.       CREDIT ALLOWANCE CALCULATION

                  A credit of [****] U.S. Dollars will be granted by IAE for
                  each Eligible Inflight Shutdown determined as calculated below
                  to be in excess of the Guaranteed Rate during the Period of
                  Guarantee. An annual calculation will be made no later than
                  sixty days after each yearly anniversary of the commencement
                  of the Period of Guarantee provided that the necessary
                  Inflight Shutdown records and Eligible Engine flight hour
                  information have been reported to IAE.

                  Each annual calculation will be made using data that will be
                  cumulative from the start of the Period of Guarantee. An
                  interim credit will be granted, if necessary, following the
                  annual calculations for the second year and each subsequent
                  year of the Period of Guarantee. If subsequent annual
                  calculations show that on a cumulative basis, a previous
                  interim credit (or portion thereof) was excessive, such
                  excess amount shall be subject to repayment which will be
                  effected by IAE issuing a debit against New Air's account with
                  IAE. Credits and debits will be applied to New Air's account
                  with IAE not later than thirty days following a calculation
                  for the second year and each subsequent year of the Period of
                  Guarantee, as applicable.

                  The Credit Allowance = (AI - GI) x [****] U.S. Dollars
                  Where:

                  AI =     Total Eligible Inflight Shutdowns during the period
                           of the calculation;

                  GI =     ([****]/1,000) x total Engine flight hours
                           accumulated on Eligible Engines during the
                           period of the calculation.

                  (NOTE:   GI will be rounded to the nearest whole number.)


----------
[****] 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 116 of 131


<Page>



III      DEFINITIONS AND GENERAL CONDITIONS

         All of the Definitions and General Conditions of the V2500 Engine and
         Parts Service Policy shall apply to this Guarantee. Engines and
         Inflight Shutdowns excluded by the General Conditions of the Policy
         shall be excluded from this Guarantee.

IV       SPECIFIC CONDITIONS

         A.       The Guaranteed Rate is predicated on the use by New Air of:

                  1.       An average flight cycle of no less than 1.4 hours;

                  2.       Thrust levels which are derated an average of twenty
                           percent (20%) for Takeoff relative to full Takeoff
                           ratings;

                  3.       An average Aircraft utilization equal to or less than
                           3,500 flight hours per year;

                  4.       An Aircraft and Engine delivery schedule in respect
                           of thirty-two (32) Aircraft (composed of twenty-five
                           (25) Firm Aircraft and seven (7) Leased Aircraft) and
                           seven (7) spare Engines as described in the Contract
                           to which this Guarantee is attached; and

                  5.       An average ambient temperature at Takeoff which is no
                           greater than ISA + 3 DEG. C.

         B.       IAE reserves the right to make appropriate adjustments to the
                  Guaranteed Rate if there is, during the Period of Guarantee,
                  (a) a variation from the conditions upon which the Guaranteed
                  Rate is predicated, or (b) a discontinuation of ownership by
                  New Air of any Engine or any V2500 powered Aircraft
                  subsequent to delivery to New Air, or (c) if New Air takes
                  Option Aircraft or Option Spare Engines.

         C.       In the event credits are issued under Section II, such credits
                  will be dedicated to the procurement of Parts aimed at
                  correction of the situations contributing to excess Inflight
                  Shutdowns. Accordingly, New Air and IAE will establish jointly
                  the modifications or Parts to be selected, and New Air will
                  incorporate the changes into Eligible Engines.

V        EXCLUSION OF BENEFITS

         The intent of this Guarantee is to provide specified benefits to New
         Air as a result of the failure of Eligible Engines to achieve the
         reliability level stipulated in the Guarantee. It is not the intent,
         however, to duplicate benefits provided to New Air under any other
         applicable guarantee, sales warranty, service policy, or any special
         benefit of any kind as a result of the same failure. Therefore, the
         terms and conditions of this Guarantee notwithstanding, if the terms of
         this Guarantee should make duplicate benefits available to New Air from
         IAE or any third-party, New Air may elect to receive the benefits
         under this Guarantee or under any of the other benefits described
         above, but not both.

                                                                Page 117 of 131

<Page>


                                  EXHIBIT D-7

                   V2500 FUEL CONSUMPTION RETENTION GUARANTEE

                                                                Page 118 of 131

<Page>

                 V2500-A5 FUEL CONSUMPTION RETENTION GUARANTEE

I        INTRODUCTION

         IAE assures New Air that during the [****] year period commencing
         with New Air's first commercial operation of Aircraft (including for
         purposes of this Guarantee, the Leased Aircraft) powered by V2500-A5
         Engines, the fleet average cruise fuel consumption for Eligible Engines
         will not have increased by more than a Guaranteed Rate of [****]. Under
         this Guarantee, if the fleet average cruise fuel consumption for
         Eligible Engines exceeds the Guaranteed Rate at the end of the
         Guarantee Period, IAE will credit New Air's account with IAE an amount
         in respect of excess fuel consumed for that portion of the Period of
         the Guarantee that the Guarantee level has been exceeded.

II       GUARANTEE

         A.       PERIOD OF GUARANTEE

                  The Period of Guarantee will start on the date New Air
                  initiates commercial operation of its first Aircraft
                  (including for purposes of this Guarantee, the Leased
                  Aircraft) powered by Eligible Engines and will terminate
                  [****] years from that date.

         B.       ELIGIBLE ENGINES

                  The Engines that will be Eligible under this Guarantee shall
                  be new installed and new spare Engines which are owned or
                  operated by New Air during the Period of Guarantee and which
                  have been acquired pursuant to the Contract to which this
                  Guarantee is attached and the related proposal or contract for
                  delivery of Aircraft, and shall also include for purposes of
                  this Guarantee, the Leased Aircraft. The Engines shall remain
                  Eligible provided that New Air or its authorized maintenance
                  facility maintains them in accordance with the IAE
                  instructions and recommendations contained in the applicable
                  IAE publications including the latest Maintenance Management
                  Plan for New Air.

         C.       FUEL CONSUMPTION MEASUREMENT

                  The inflight data required for administration of this
                  Guarantee will be obtained by New Air during stable cruise
                  conditions using ECM data recordings and the ECM II software
                  available from IAE (requires the ECM sales order option from
                  Airbus).

                  Provided that:

                  a)       the fuel consumption data for any Eligible Engine on
                           which the engine parameters indicate a possible
                           malfunction (including associated Aircraft systems),
                           other than normal gas path deterioration, that is
                           subsequently confirmed by maintenance action will not
                           be considered acceptable data, and


----------
[****] 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 119 of 131

<Page>

                  b)       data which is obviously inaccurate under normal
                           engine monitoring practices will not be considered
                           acceptable data; this type of data will be rejected
                           unless New Air validity checks have established that
                           Total Air Temperature, Fuel Flow Aircraft and Engine
                           Bleed Systems and other Aircraft parameters are
                           within normal operating ranges.

         D.       PERIODIC CRUISE FUEL CONSUMPTION DETERIORATION

                  The Periodic Fleet Average Cruise Fuel Consumption
                  Deterioration shall be the average of the Cruise Fuel Flow
                  Deterioration for all installed Eligible Engines for a 30 day
                  reporting period. This is to be reported to IAE every 30 days.

         E.       FLEET AVERAGE CRUISE FUEL CONSUMPTION DETERIORATION

                  The Fleet Average Cruise Fuel Consumption Deterioration is the
                  average of the Periodic Fleet Average Cruise Fuel Consumption
                  Deterioration values for all 30 day periods during the Period
                  of Calculation (cumulative from start of Period of Guarantee
                  to end of the third, fifth, seventh, and tenth years).

         F.       OPERATIONAL DATA

                  New Air shall provide the following data to IAE as indicated
                  during the Period of the Guarantee:

                  1.       Total quantity of fuel consumed by Eligible Engines
                           during the Period (U.S. Gallons), every thirty days.

                  2.       Average cost of fuel to New Air over the Period of
                           Guarantee (U.S. Dollars per U.S. Gallon), every
                           thirty days.

                  3.       Aircraft operating hours for each 30 day period
                           during the Period of Guarantee

                  4.       Engine maintenance action information, as requested.

                  Alternatively;

                  IAE is agreeable to the use of the Airbus performance model to
                  estimate the total fuel consumption during the period of
                  guarantee (using typical New Air V2500-A5 powered A320 family
                  aircraft operating characteristics). Average cost of fuel to
                  be agreed between IAE and New Air based on typical fuel costs
                  in the appropriate area of operation during the period of
                  guarantee. New Air shall notify IAE in writing of its
                  selection prior to the end of the first settlement period.

                                                                Page 120 of 131

<Page>



         G.       EXCESS FUEL CONSUMPTION CREDIT CALCULATION

         If at the end of each Period of Calculation the Fleet Average Fuel
         Consumption Deterioration exceeds the Guaranteed Rate, IAE will grant
         New Air a credit in respect to excess fuel consumption calculated in
         accordance with the following formula:

         C = (D-GR)% YHF

         where:

                  C =      the amount of the credit in U.S. dollars

                  D =      the Fleet Average Fuel Consumption Deterioration (in
                           percent)

                  GR =      the Guaranteed Rate

                  Y =      initial cruise fuel flow of new Eligible Engines
                           expressed in U.S. gallons per hour to be established
                           within 30 days of start of operation (per ECM II
                           program)

                  H =      the total of all flight hours flown by New Air's
                           Eligible Engines during that portion of the Period of
                           Guarantee that the Guarantee level has been exceeded.

                  F =      The average net cost to New Air in U.S. Dollars per
                           U.S. Gallon of aviation fuel consumed by New Air
                           during the Period of Guarantee.

III      DEFINITIONS AND GENERAL CONDITIONS

         All of the Definitions and General Conditions of the V2500 Engine and
         Parts Service Policy shall apply to this Guarantee. In the case of
         conflict between the Definitions and General Conditions of the Service
         Policy and the terms and conditions of this Plan, this Plan shall
         govern.

IV       SPECIFIC CONDITIONS

         A.       The Guaranteed Rate is predicated on the use by New Air of:

                  1.       An average flight cycle of no less than 1.4 hours;

                  2.       Thrust levels which are derated an average of twenty
                           percent (20%) for Takeoff relative to full Takeoff
                           ratings;

                  3.       An average Aircraft utilization equal to or less than
                           3,500 flight hours per year;

                  4.       An Aircraft and Engine delivery schedule in respect
                           of thirty-two (32) Aircraft (composed of twenty-five
                           (25) Firm Aircraft and seven (7) Leased Aircraft) and


                                                                Page 121 of 131
<Page>

                           seven (7) spare Engines as described in the Contract
                           to which this Guarantee is attached; and

                  5.       An average ambient temperature at Takeoff which is no
                           greater than ISA + 3 DEG. C.

         B.       IAE reserves the right to make appropriate adjustments to the
                  Guaranteed Rate if there is, during the Period of Guarantee,
                  (a) a variation from the conditions upon which the Guaranteed
                  Rate is predicated, or (b) a discontinuation of ownership by
                  New Air of any Engine or any V2500 powered Aircraft subsequent
                  to delivery to New Air, or (c) if New Air takes Option
                  Aircraft or Option Spare Engines.

V        EXCLUSION OF BENEFITS

         The intent of this Guarantee is to provide specified benefits to New
         Air as a result of the failure of Eligible Engines to achieve the
         performance level stipulated in the Guarantee. It is not the intent,
         however, to duplicate benefits provided to New Air by IAE or any other
         source under any applicable guarantee, sales warranty, service policy,
         or any special benefit of any kind as a result of the same failure.
         Therefore, the terms and conditions of this Guarantee notwithstanding,
         if the terms of this Guarantee should make duplicate benefits available
         to New Air, New Air may elect to receive the benefits under this
         Guarantee or under any of the other benefits described above, but not
         both.


                                                                Page 122 of 131

<Page>



                                   EXHIBIT D-8

                     V2500 EXHAUST GAS TEMPERATURE GUARANTEE

                                                                Page 123 of 131

<Page>



                    V2500 EXHAUST GAS TEMPERATURE GUARANTEE

I        INTRODUCTION

         IAE assures New Air that during the first [****] hours of operation of
         each V2500 Engine (including for purposes of this Guarantee, the Leased
         Aircraft), the maximum stabilized takeoff exhaust gas temperature will
         not exceed the Certified Limit. Under this Guarantee if it is confirmed
         that the Certified Limit has been exceeded, IAE will credit New Air's
         account with IAE in the amount of [****] USD. For the purpose of this
         Guarantee, the Certified Limit is exceeded if the Engine will not
         achieve the specified engine pressure ratio for takeoff thrust without
         exceeding the Certified Limit for its Exhaust Gas Temperature.

II       GUARANTEE

         A.       PERIOD OF GUARANTEE

                  The Period of Guarantee for each Eligible Engine will start on
                  the date New Air initiates commercial operation of its first
                  Aircraft (including for purposes of this Guarantee, the Leased
                  Aircraft) powered by such Engine and will terminate [****]
                  years from that date or upon the expiration of the first
                  [****] hours of operation of such Engine, whichever is the
                  sooner.

         B.       ELIGIBLE ENGINES

                  The Engines that will be Eligible under this Guarantee shall
                  be new installed and new spare Engines which are owned or
                  operated by New Air during the Period of Guarantee and which
                  have been acquired pursuant to the Contract to which this
                  Guarantee is attached and the related proposal or contract for
                  delivery of Aircraft, and shall also include for purposes of
                  this Guarantee, the Leased Aircraft. The Engines shall remain
                  Eligible provided that New Air or its authorized maintenance
                  facility maintains them in accordance with the IAE
                  instructions and recommendations contained in the applicable
                  IAE publications including the latest Maintenance Management
                  Plan for New Air.

         C.       RESTORATION OF INSTALLED ENGINE

                  If during the Period of Guarantee, the maximum stabilized
                  takeoff exhaust gas temperature of an Eligible Engine
                  installed in an Aircraft operated by New Air exceeds the
                  Certified Limit, New Air shall undertake on-wing Engine
                  maintenance recommended by IAE, with technical assistance
                  provided by IAE, to restore the performance of that Engine.


----------
[****] 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 124 of 131

<Page>



         D.       CALIBRATION OF REMOVED ENGINE

                  If the Performance of an installed Eligible Engine cannot
                  be restored by the maintenance recommended under Section II,
                  Paragraph C, New Air shall promptly remove such Engine from
                  the Aircraft and dispatch it at its cost for calibration in
                  an IAE designated test cell. If such calibration verifies
                  that the exhaust gas temperature of the Engine is not in
                  excess of the Certified Limit or it is established that any
                  excess is due to causes which are excluded by the General
                  Conditions in Section III, then the cost of such test cell
                  calibration and associated transportation will be borne by
                  New Air.

         E.       CREDIT ALLOWANCE

                  A credit of [****] USD will be granted by IAE for each event
                  not meeting the requirements set forth in Section I of this
                  guarantee and as verified by Section II, Paragraph D above.

III      SPECIFIC CONDITIONS

         A.       This EGT Guarantee is predicated on the use by New Air of:

                  1.       An average flight cycle of [****] hours;

                  2.       Thrust levels which are derated an average of [****]
                           for Takeoff relative to full Takeoff ratings;

                  3.       An average Aircraft utilization equal to or less than
                           [****] flight hours per year;


                  4.       An Aircraft and Engine delivery schedule in respect
                           of thirty-two (32) Aircraft (composed of twenty-five
                           (25) Firm Aircraft and seven (7) Leased Aircraft) and
                           seven (7) spare Engines as described in the Contract
                           to which this Guarantee is attached; and

                  5.       An average ambient temperature at Takeoff which is no
                           greater than ISA + 30-degrees- C.

         B.       IAE reserves the right to make appropriate adjustments to the
                  Guaranteed Rate if there is, during the Period of Guarantee,
                  (a) a variation from the conditions upon which the Guaranteed
                  Rate is predicated, or (b) a discontinuation of ownership by
                  New Air of any Engine or any V2500 powered Aircraft subsequent
                  to delivery to New Air, or (c) if New Air takes Option
                  Aircraft or Option Spare Engines.


----------
[****] 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 125 of 131

<Page>



IV       DEFINITIONS AND GENERAL CONDITIONS

         All of the Definitions and General Conditions of the V2500 Engine and
         Parts Service Policy shall apply to this Guarantee. Engines excluded by
         the General Conditions of the Policy shall be excluded from this
         Guarantee.

V        EXCLUSION OF BENEFITS

         The intent of this Guarantee is to provide specified benefits to New
         Air as a result of the failure of Eligible Engines to achieve the
         performance level stipulated in the Guarantee. It is not the intent,
         however, to duplicate benefits provided to New Air under any other
         applicable guarantee, sales warranty, service policy, or any special
         benefit of any kind as a result of the same failure. Therefore, the
         terms and conditions of this Guarantee notwithstanding, if the terms
         of this Guarantee should make duplicate benefits available to New Air
         from IAE or any third-party, New Air may elect to receive the benefits
         under this Guarantee or under any of the other benefits described
         above, but not both.


                                                                Page 126 of 131

<Page>

                                   EXHIBIT D-9

                        V2500 MAINTENANCE COST GUARANTEE














                                                                 Page 127 of 131
<Page>

                        V2500 MAINTENANCE COST GUARANTEE

I        INTRODUCTION

         IAE assures New Air that by the end of the [****] year period
         commencing with New Air's first commercial operation of Aircraft
         (including for purposes of this Guarantee, the Leased Aircraft)
         powered by V2500 Engines, the cumulative cost of Eligible Maintenance
         for Eligible Engines will not, subject to escalation, exceed a
         Guaranteed Cost Rate of U.S. [****] per Eligible Engine flight hour.
         Under this Guarantee, if the cumulative cost per Eligible Engine flight
         hour for Eligible Maintenance of New Air's Engines over the Period of
         the Guarantee exceeds the escalated Guaranteed Cost Rate, IAE will
         credit New Air's account with IAE an amount of [****] of the excess.

II       GUARANTEE

         A.       PERIOD OF GUARANTEE

                  The Period of Guarantee will start on the date New Air
                  initiates commercial operation of its first Aircraft
                  (including for purposes of this Guarantee, the Leased
                  Aircraft) powered by Eligible Engines and will terminate
                  [****] years from that date.

         B.       ELIGIBLE ENGINES

                  The Engines that will be Eligible under this Guarantee shall
                  be new installed and new spare Engines which are owned or
                  operated by New Air during the Period of Guarantee and which
                  have been acquired pursuant to the Contract to which this
                  Guarantee is attached and the related proposal or contract for
                  delivery of Aircraft, and shall also include for purposes of
                  this Guarantee, the Leased Aircraft. The Engines shall remain
                  Eligible provided that New Air or its authorized maintenance
                  facility maintains them in accordance with the IAE
                  instructions and recommendations contained in the applicable
                  IAE publications including the latest Maintenance Management
                  Plan for New Air.

         C.       ELIGIBLE MAINTENANCE

                  Eligible Maintenance shall comprise maintenance of Eligible
                  Engines or Parts thereof required for the following reasons:

                  1.       a Failure of a Part in such Eligible Engines;

                  2.       foreign object damage caused by the ingestion of
                           birds, hailstones or runway gravel;

                  3.       an Airworthiness Directive issued by the applicable
                           Certification Authority; and


----------
[****] 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 128 of 131
<Page>

                  4.       maintenance as recommended by IAE.

         D.       ELIGIBLE MAINTENANCE COSTS

                  Eligible Maintenance Costs shall comprise:

                  i)       PARTS COSTS which shall comprise the costs to New Air
                           of all Parts removed from Eligible Engines during
                           Eligible Maintenance which are unfit for further
                           service except Parts removed upon expiry of their
                           Limited Life and vendor proprietary accessories and
                           parts therein;

                  ii)      LABOR COSTS which shall comprise direct shop labor
                           man hours actually incurred during Eligible
                           Maintenance valued at the labor rate established by
                           IAE for New Air; and

                  iii)     OUTSIDE SERVICES COSTS which shall comprise costs
                           invoiced to New Air for Eligible Proprietary Repair
                           Maintenance undertaken by outside contractors
                           approved by IAE.

         E.       NET MAINTENANCE COST

                  Within thirty days following each anniversary of the
                  commencement of the Period of Guarantee, New Air will report
                  to IAE the Eligible Maintenance Costs incurred by New Air
                  during the preceding year together with a statement of any
                  contributions received from IAE or third parties towards such
                  Eligible Maintenance Costs. Within the following sixty days,
                  IAE and New Air will jointly calculate the Net Maintenance
                  Cost for that year making appropriate reductions for
                  contributions received by New Air from IAE and third parties
                  and for disallowed costs incurred by New Air on maintenance
                  undertaken contrary to IAE recommendations or at labor rates
                  exceeding the warranty labor rate established by IAE or
                  otherwise excluded from this Guarantee.

         F.       GUARANTEED MAINTENANCE COST

                  Within thirty days following each anniversary of the
                  commencement of the Period of Guarantee, New Air will report
                  to IAE the flight hours of Eligible Engines operated by New
                  Air in the preceding year. Within the following sixty days,
                  IAE and New Air will jointly calculate the Guaranteed
                  Maintenance Cost for New Air for that year using the following
                  formula:

                  GMC = A x Escalated GCR

                  where:

                  A is the flight hours of Eligible Engines operated by New Air
                  in that year;


                                                                 Page 129 of 131
<Page>


                  Escalated GCR is the Escalated Guaranteed Cost Rate for that
                  year;

            and the Escalated Guaranteed Cost Rate for any year is calculated by
            determining the arithmetic average of the Guaranteed Cost Rates
            calculated for each month of that year using the IAE Escalation
            Formula attached to this Contract for the base month of 1 January
            1999.

      G.    ANNUAL STATEMENT

            Within one hundred and twenty days following the second and each
            subsequent anniversary of the commencement of the Period of
            Guarantee, IAE will credit New Air's account with IAE an amount
            equal to [****] of the difference between the sum of the Net
            Maintenance Costs for each preceding year and the sum of the
            Guaranteed Maintenance Costs for each preceding year. If subsequent
            annual calculations show that on a cumulative basis, a previous
            interim credit (or portion thereof) was excessive, such excess
            amount shall be subject to repayment which will be effected by IAE
            issuing a debit against New Air's account with IAE.

III.  DEFINITIONS AND GENERAL CONDITIONS

      All of the Definitions and General Conditions of the V2500 Engine and
      Parts Service Policy shall apply to this Guarantee. Engines and Engine
      Maintenance excluded by the General Conditions of the Policy shall be
      excluded from this Guarantee except that Engine Maintenance resulting from
      ingestion of birds, hailstones or runway gravel shall be included as
      Eligible under this Guarantee.

IV.   SPECIFIC CONDITIONS

      A.    The Guaranteed Cost Rate is predicated on the use by New Air of:

            1.    An average flight cycle of no less than [****] hours;

            2.    Thrust levels which are derated an average of [****] for
                  Takeoff relative to full Takeoff ratings;

            3.    An average Aircraft utilization equal to or less than [****]
                  flight hours per year;

            4.    An Aircraft and Engine delivery schedule in respect of
                  thirty-two (32) Aircraft (composed of twenty-five (25) Firm
                  Aircraft and seven (7) Leased Aircraft) and seven (7) spare
                  Engines as described in the Proposal or Contract to which this
                  Guarantee is attached; and

            5.    An average ambient temperature at Takeoff which is no greater
                  than ISA + 3(deg) C.

             THIS DOCUMENT CONTAINS INFORMATION PROPRIETARY TO IAE


May 1999

----------
[****] 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 130 of 131


<Page>

         B.       IAE reserves the right to make appropriate adjustments to the
                  Guaranteed Rate if there is, during the Period of Guarantee,
                  (a) a variation from the conditions upon which the Guaranteed
                  Rate is predicated, or (b) a discontinuation of ownership by
                  New Air of any Engine or any V2500 powered Aircraft subsequent
                  to delivery to New Air, or (c) if New Air takes Option
                  Aircraft or Option Spare Engines.

         C.       In the event credits are issued under Section II, Paragraph F,
                  such credits will be dedicated to the procurement of parts
                  aimed at correction of the situations contributing to excess
                  Engine Maintenance Costs. Accordingly, New Air and IAE will
                  establish jointly the modifications or Parts to be selected,
                  and New Air will incorporate the changes into Eligible
                  Engines.

V        EXCLUSION OF BENEFITS

         The intent of this Guarantee is to provide specified benefits to New
         Air as a result of the failure of Eligible Engines to achieve the
         maintenance cost level stipulated in the Guarantee. It is not the
         intent, however, to duplicate benefits provided to New Air under any
         other applicable guarantee, sales warranty, service policy, or any
         special benefit of any kind as a result of the same failure. Therefore,
         the terms and conditions of this Guarantee notwithstanding, if the
         terms of this Guarantee should make duplicate benefits available to New
         Air from IAE or any third-party, New Air may elect to receive the
         benefits under this Guarantee or under any of the other benefits
         described above, but not both.


                                                                 Page 131 of 131



<Page>

[LETTERHEAD]


May 4, 1999

Mr. David G. Neeleman
New Air Corporation
6322 South 3000 East
Suite L201
Salt Lake City, Utah 84121

Subject:  Side Letter No. 1 to the V2500 General Terms of Sale between IAE
          International Aero Engines AG ("IAE") and New Air Corporation ("New
          Air") dated May 4, 1999

Gentlemen:

We refer to the V2500 General Terms of Sale bearing reference marks
P:\NewAir\airgta.doc dated May 4, 1999 between IAE and New Air such contract
being hereinafter referred to as the "Contract." Capitalized terms used
herein and not otherwise defined in this Side Letter No. 1 shall have the
meanings assigned thereto in the Contract.

This Side Letter No. 1 provides for certain financial assistance from IAE to New
Air in support of the integration of the Aircraft into its fleet.

1.       FLEET INTRODUCTORY ASSISTANCE CREDIT

         1.1      To assist New Air with the introduction of the Firm Aircraft
                  into its fleet, IAE will issue a credit to New Air's account
                  with IAE in the amount of U.S.[****] per A320 aircraft
                  for each of the Firm Aircraft purchased by New Air.

         1.2      Each such credit will be issued upon delivery to and
                  acceptance by New Air of the corresponding Firm Aircraft.

         1.3      Furthermore, each such credit shall be escalated using the IAE
                  Escalation formula set forth in Exhibit B2 to the Contract
                  from a base month of January 1999, to the earlier of: (a) the
                  scheduled delivery set forth in Exhibit B1 to the Contract of
                  the corresponding Firm Aircraft; or (b) the actual delivery
                  date of the corresponding Firm Aircraft.

         1.4      Each such credit described in Clause 1.1 may be used by New
                  Air towards the purchase of V2500 Spare Parts, tooling and
                  services from IAE, but



----------
[****] 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 1 of 5

<Page>

                  unless New Air provides written notice to IAE at least ninety
                  (90) days prior to delivery of each applicable Firm Aircraft,
                  the total amount of such credit available for such Aircraft
                  shall be assigned to the Aircraft Manufacturer to be applied
                  toward the payment for the Propulsion Systems for such Firm
                  Aircraft. The net aircraft price (which shall include the
                  available Aircraft Manufacturer's credit applicable to such
                  Aircraft) of any Aircraft to be financed by IAE shall reflect
                  the full amount of any IAE credit available for such Aircraft.

                  In the event any credit, or portion thereof, under this
                  Clause 1.4 is assigned to the Aircraft Manufacturer, New Air
                  acknowledges that the credit shall not vest in the Aircraft
                  Manufacturer until delivery to and acceptance by New Air of
                  the respective Firm Aircraft.

2.       FLEET EXPANSION ASSISTANCE CREDIT

         2.1      To assist New Air with the expansion of its V2500-A5
                  powered A320 family fleet, IAE will issue a credit to New
                  Air's account with IAE in the amount of U.S.[****] per
                  aircraft for each of the V2524-A5 powered A319 Option
                  Aircraft purchased by New Air, a credit of U.S.[****] per
                  aircraft for each of the V2527-A5 powered A320 Option
                  Aircraft purchased by New Air, and a credit of U.S.[****]
                  per aircraft for each of the V2533-A5 powered A321-200
                  Option Aircraft purchased by New Air.

         2.2      Each such credit will be issued upon delivery to and
                  acceptance by New Air of the corresponding Option Aircraft.

         2.3      Furthermore, each such credit shall be escalated using the IAE
                  Escalation formula set forth in Exhibit B2 to the Contract
                  from a base month of January 1999, to the earlier of: (a) the
                  scheduled delivery set forth in Exhibit B1 to the Contract of
                  the corresponding Option Aircraft; or (b) the actual delivery
                  date of the corresponding Option Aircraft.

         2.4      Each such credit described in Clause 2.1 may be used by New
                  Air towards the purchase of V2500 Spare Parts, tooling and
                  services from IAE, but unless New Air provides written
                  notice to IAE at least ninety (90) days prior to delivery
                  of each applicable Option Aircraft, the total amount of
                  such credit available for such Aircraft shall be assigned
                  to the Aircraft Manufacturer to be applied toward the
                  payment for the Propulsion Systems for such Option Aircraft.

                  In the event any credit, or portion thereof, under this
                  Clause 2.4 is assigned to the Aircraft Manufacturer, New Air
                  acknowledges that the credit shall not vest in the Aircraft
                  Manufacturer until delivery to and acceptance by New Air of
                  the respective 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.


                                                                    Page 2 of 5

<Page>

3.       SPARE ENGINE ASSISTANCE CREDIT

         3.1      To assist New Air in its purchase from IAE of new spare
                  V2500 Engines to support the New Air Aircraft, IAE will
                  issue spare Engine Assistance Credit to the Basic Contract
                  Price set forth in Exhibit B2 to the Contract to New Air's
                  account with IAE in the amount of US[****] in January 1999
                  dollars for each V2524-A5 spare Engine, US[****] in January
                  1999 dollars for each V2527-A5 spare Engine and US[****]
                  in January 1999 dollars for each V2533-A5 spare Engine
                  purchased by New Air from IAE pursuant to Clauses 2.2.2 and
                  2.2.3 of the Contract.

         3.2      Each such credit will be issued upon the delivery to and
                  acceptance by New Air of the corresponding spare Engine.
                  Acceptance by New Air of this credit from IAE shall be deemed
                  for this Contract confirmation of New Air's acceptance of the
                  corresponding spare Engine.

         3.3      Furthermore, each such credit shall be escalated using the IAE
                  Escalation formula set forth in Exhibit B2 to the Contract
                  from a base month of January 1999, to the earlier of: (a) the
                  scheduled delivery date for such corresponding spare Engine
                  determined pursuant to the Contract; or (b) the actual
                  delivery date of the corresponding spare Engine.

         3.4      Each such credit shall be used by New Air toward the final
                  payment for the invoice price of such spare Engine or
                  toward the purchase of Spare Parts from IAE.

         3.5      IAE agrees to make reasonable efforts to effect delivery of
                  the Purchased Items under Clause 2.5.1 Ex-Works (INCOTERMS
                  1990) Connecticut, U.S.A.

4.       SPARE ENGINE PAYMENT TERMS

         4.1      Clause 2.7.1 of the Contract is deleted in its entirety and
                  replaced with the following:

                  "2.7.1 New Air will make payment in United States Dollars as
                         follows:

                         2.7.1.1  Upon signature of this Contract, New Air
                         shall pay to IAE a non-refundable deposit of [****]
                         of the Estimated Purchase Price of the Purchased Items.

                         2.7.1.2  Eighteen (18) months before the scheduled
                         delivery of each of the Purchased Items, New Air
                         shall pay to IAE a further non-refundable deposit of
                         [****] of the Estimated Purchase Price of such item.


----------
[****] 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 3 of 5

<Page>

                         2.7.1.3  Twelve (12) months before the scheduled
                         delivery of each of the Purchased Items, New Air
                         shall pay to IAE a further non-refundable deposit of
                         [****] of the Estimated Purchase Price of such item.

                         2.7.1.4  Immediately prior to the delivery of each
                         of the Purchased Items, New Air shall pay to IAE the
                         balance of the Purchase Price of such item."

         4.2      Clause 2.7.7 of the Contract is deleted in its entirety and
                  replaced with the following:

                  "2.7.7 For the purpose of this Clause 2.7, the "Estimated
                         Purchase Price" of any of the Purchased Items shall
                         be calculated in accordance with the following
                         formula.

                          P = B x [****]

                          where:

                              P is the Estimated Purchase Price
                              B is the applicable Basic Contract Price
                              N is the year of scheduled delivery minus the year
                                for which the Basic Contract Price is defined"

5.       SPARE PARTS CREDITS

         5.1      To assist New Air with procuring its stock of Initial
                  Provisioning Spare Parts from IAE, IAE will credit New Air's
                  account with IAE in the amount of U.S.[****] (January 1999
                  Dollars) in January 2000 following the delivery and acceptance
                  by New Air of its first Leased Aircraft in accordance with the
                  delivery schedule attached as Schedule B1 to this Contract, or
                  if New Air has not taken such Leased Aircraft in accordance
                  with such delivery schedule, then the date two months after
                  the date of the delivery and acceptance by New Air of its
                  first Leased Aircraft, but in no event prior to January 2000.
                  Such credit shall be used by New Air for the purchase of
                  Initial Provisioning Spare Parts from IAE.

         5.2      To assist New Air with the cost of removing Engines for
                  warranty repair under the V2500 Engine and Parts Service
                  Policy set forth as Exhibit D1 to the Contract, IAE agrees to
                  credit New Air's account with IAE in the amount of U.S.[****]
                  (January 1999 Dollars) promptly after the occurrence of New
                  Air's first Engine removal for warranty repair covered under
                  such V2500 Engine and Parts Service Policy. Such credit shall
                  be used by New Air for the purchase of Spare Parts from IAE.


----------
[****] 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 4 of 5

<Page>

6.       SPARE PARTS PAYMENT

         The following is added to the end of Clause 3.13.3 of the Contract
         after IAE:

         "; provided, however, that with respect to any such payment for
         spare parts, but not for spare Engines, New Air may elect to pay IAE
         by check. Payments by check shall be sent directly to the attention
         of the IAE Accounting Manager by overnight courier and otherwise
         must be in accordance with the payment terms set forth herein. A
         remittance advice must accompany each check payment and be faxed to
         IAE's attention to give prior notice of a payment coming by check."

Except as expressly amended by this Side Letter No. 1, all provisions of the
Contract remain in full force and effect.

Very truly yours,                        Agreed to and Accepted on behalf of:
IAE International Aero Engines AG        New Air Corporation


/s/ [Illegible]                          /s/ David G. Neeleman
----------------------------------       -------------------------------------
Name                                     Name

      VP. Sales                                 CEO
----------------------------------       -------------------------------------
Title                                    Title

      5-3-99                                    5-5-99
----------------------------------       -------------------------------------
Date                                     Date


                                                                    Page 5 of 5

<Page>

INTERNATIONAL
AERO ENGINES
[LETTERHEAD]


May 4, 1999

Mr. David G. Neeleman
New Air Corporation
6322 South 3000 East
Suite L201
Salt Lake City, Utah 84121

Subject: Side Letter No. 2 to the V2500 General Terms of Sale between IAE
         International Aero Engines AG ("IAE") and New Air Corporation
         ("New Air") dated May 4, 1999

Gentlemen:

We refer to the V2500 General Terms of Sale bearing reference marks
P:\NewAir\airgta.doc dated May 4, 1999 between IAE and New Air, as amended by
Side Letter No. 1 thereto, such contract being hereinafter referred to as the
"Contract." Capitalized terms used herein and not otherwise defined in this Side
Letter No. 2 shall have the meanings assigned thereto in the Contract.

This Side Letter No. 2 provides for certain product support as part of the
Contract.

1.       V2500 ENGINE AND PARTS SERVICE POLICY

         1.1      In respect of Engines originally installed on the Aircraft
                  (other than on Leased Aircraft) and in respect of the spare
                  Engines, IAE hereby amends the duration of coverage provided
                  in the V2500 Engine and Parts Service Policy set forth in
                  Exhibit D1, Section I, Paragraphs A and B to the Contract, as
                  follows:

                          New Air shall be entitled to first run coverage for
                          [****] hours or [****] cycles of engine operation,
                          whichever comes first. Extended first run coverage
                          will be provided from [****] hours or [****] cycles of
                          engine operation (whichever comes first) to [****]
                          hours or [****] cycles of engine operation (whichever
                          comes first) on a pro-rata basis.

                  Therefore, all references to "[****] hours" in Exhibit D-1 are
                  hereby changed to "[****] hours (or [****] cycles, whichever
                  comes first)." Also, all references to "[****] hours" in
                  Exhibit D-1 are hereby changed to "[****] hours (or [****]
                  cycles, whichever comes first)."


----------
[****] 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 1 of 4

<Page>

                  1.2      IAE agrees that with respect to Damaged First Run or
                           Extended First Run Engines under the V2500 Engine and
                           Parts Service Policy set forth in Exhibit D-1 that
                           IAE shall pay the transportation charges from the
                           Maintenance Center and New Air shall pay the
                           transportation charges for sending such part to the
                           Maintenance Center.

         2.       EMERGENCY ENGINE LEASE POOL SUPPORT

                  IAE has established a worldwide pool of V2500 emergency spare
                  engines for lease to operators of V2500 powered aircraft
                  experiencing unforeseen operational emergencies. This
                  emergency spare engine pool will be available to New Air, if
                  required, under IAE's standard terms of business for lease of
                  V2500 engines, provided that New Air commits to acquire and
                  continues to operate and maintain with respect to its Aircraft
                  a minimum of eight percent (8%) ratio of spare Engines to
                  installed Engines in each thrust category. IAE will make
                  reasonable efforts to place an emergency spare engine for
                  lease at New Air's base at John F. Kennedy International
                  Airport in New York.

         3.       CUSTOMER SUPPORT

                  3.1      CUSTOMER SUPPORT REPRESENTATIVE

                           To assist New Air in its V2500 Engine operation, a
                           customer support representative will be stationed on
                           site at New Air's main base at New York City's JFK
                           Airport for a minimum period of twelve (12) months
                           commencing three (3) months prior to Aircraft entry
                           into service at no charge to New Air. A customer
                           support representatives will be primarily assigned to
                           New Air, at no charge, for as long as New Air
                           operates a minimum of ten (10) Aircraft.

                           New Air will provide reasonable office facilities for
                           the Customer Support Representative, free of charge.

                           3.1.1.   ADDITIONAL CUSTOMER SUPPORT REPRESENTATIVE
                                    NETWORK

                                    The network of Pratt & Whitney, Rolls-Royce
                                    and other IAE customer support
                                    representatives located at New Air'
                                    destinations will be fully trained on all
                                    facets of V2500 Engine line maintenance and
                                    will be available to assist New Air as
                                    required.

                           3.1.2.   CUSTOMER TRAINING

                                    IAE will make instructors available to
                                    conduct tuition cost-free formal training
                                    programs covering engine operation, line
                                    maintenance and troubleshooting for
                                    reasonable numbers of New

                                                                    Page 2 of 4


<Page>

                                    Air personnel at the IAE Customer Training
                                    Center in Derby, England for so long as New
                                    Air operates one or more Aircraft in
                                    frequent, commercial service.

                                    Alternatively, IAE can make reasonable
                                    quantities of training available at New
                                    Air's base at New York City's JFK airport.
                                    In such case, New Air would provide the
                                    classroom and equipment and pay for the
                                    trainer's business class airfare, first
                                    class hotel accommodation and reasonable
                                    expenses and subsistence for the period
                                    where he is away from his normal place of
                                    business.

4.       TECHNICAL PUBLICATIONS

         Engine maintenance support publications including the Engine manual,
         illustrated parts catalog and service bulletins will be available to
         the latest AT 2100 digital data standards including CD-ROM. IAE will
         provide New Air free of charge with two (2) hard copies of each
         applicable V2500 manual and as many CD-ROM copies as may be reasonably
         necessary; hard copies of V2500 manuals not available on CD-ROM will be
         provided to New Air free of charge as may be reasonably required and
         IAE shall undertake to make reasonable efforts to provide such hard
         copy manuals to New Air in a CD-ROM format. Customized service is
         restricted to delivered Engine definition and updates and will not
         include customer originated changes, which would be subject to
         separate contractual arrangements.

5.       AD STATUS

         IAE agrees to provide to New Air with its Engine turnover documents a
         complete listing of FAA issued Airworthiness Directives (ADs) relevant
         to V2500 engines. If requested by New Air, IAE will additionally
         provide a compliance statement with such listing. (e.g., "As a
         condition of data - plating the engine, IAE ensures that all applicable
         FAA issued ADs have been complied with").

                                                                    Page 3 of 4


<Page>

Except as expressly amended by this Side Letter No. 2 and Side Letter No. 1,
all provisions of the Contract remain in full force and effect.

Very truly yours,                            Agreed to and Accepted on behalf of
IAE International Aero Engines AG            New Air Corporation



/s/ [Illegible]                              /s/ [Illegible]
--------------------------                   --------------------------
Name                                         Name

    VP. SALES                                    CEO
--------------------------                   --------------------------
Title                                        Title

    5-3-99                                       5-5-99
--------------------------                   --------------------------
Date                                         Date

                                                                    Page 4 of 4


<Page>

[LOGO]

April 5, 2000

Mr. David G. Neeleman
JetBlue Airways Corporation
19 Old Kings Highway South, Suite 23
Darien, Connecticut 06820

Subject: Side Letter No. 3 to the V2500 General Terms of Sale between IAE
         International Aero Engines AG ("IAE") and New Air Corporation ("New
         Air") dated May 4, 1999

Gentlemen:

We refer to the V2500 General Terms of Sale bearing reference marks
P:\NewAir\airgta.doc dated May 4, 1999 between IAE and New Air as amended by
Side Letter Nos. 1 and 2 thereto, such contract being hereinafter referred to
as the "Contract." Capitalized terms used herein and not otherwise defined in
this Side Letter No. 3 shall have the meanings assigned thereto in the
Contract.

This Side Letter No. 3 provides for the firming up of certain of the Option
Aircraft under the Contract and reflects the corporate name change of New Air
to JetBlue Airways Corporation.

The parties hereby agree to amend the terms of the Contract as follows:

1.       After the Contract was executed, New Air Corporation changed its legal
         name to JetBlue Airways Corporation. All references to New Air in the
         Contract are removed in their entirety and replaced by references to
         JetBlue as defined below. The following definition of JetBlue
         shall replace in its entirety the definition of New Air set forth on
         the title page of the Contract as follows:

         "JET BLUE AIRWAYS               a Delaware corporation with a place of
         CORPORATION                     business at 19 Old Kings Highway
                                         South, Suite 23, Darien, Connecticut
                                         06820 (hereinafter called the "Lessee")
                                         of the other part"




Page 1 of 6


<Page>

2.       The definition of "Aircraft" set forth in Clause 1.1 of the Contract is
         removed in its entirety and replaced by the following new Clause 1.1
         as follows:

"1.1     "Aircraft" shall mean (i) the thirty-two (32) new Airbus A320-200
         aircraft each powered by V2527-A5 series engines (the "Firm Aircraft"),
         and (ii) New Air's right to purchase an additional forty-three (43)
         Airbus A320 family aircraft each powered by V2500-A5 series engines
         (the "Option Aircraft"), comprising options to purchase twenty-five
         (25) new Airbus A320 family aircraft each powered by V2500-A5 series
         engines (the "Option A320 Family Aircraft") and reserve options to
         purchase eighteen (18) new Airbus A320 family aircraft each powered by
         V2500-A5 series engines (the "Reserve Option A320 Family Aircraft"),
         all for delivery as set forth in Exhibit B1 to this Contract."

3.       Exhibit B1 to the Contract is removed in its entirety and replaced by
         Exhibit B1 attached hereto.

4.       Clause 2.2.2 of the Contract is removed in its entirety and replaced by
         the following new Clause 2.2.2 as follows:

         "2.2.2   New Air hereby places a firm and unconditional order with IAE
                  for the purchase of a minimum of six (6) new V2527-A5 spare
                  Engines (the "Firm Spare Engines") for delivery according to
                  the schedule set forth in Exhibit B2 to this Contract."

5.       Exhibit B2 to the Contract is removed in its entirety and replaced by
         Exhibit B2 attached hereto.

6.       Clause 6.11 of the Contract is removed in its entirety and replaced by
         the following new Clause 6.11 as follows:

         "6.11    NOTICES

                  Any notice to be served pursuant to this Contract shall be in
                  the English language and is to be sent by certified mail,
                  recognized international carrier or facsimile (with
                  confirmation copy by any of the other means) to:

                  In the case of IAE:

                           IAE International Aero Engines AG
                           400 Main Street, M/S 121-10,
                           East Hartford, Connecticut 06108, USA

                           Facsimile No. 860-565-5220


Page 2 of 6

<Page>


                           Attention: Business Director and Chief Legal Officer

                  In the case of the JetBlue to:

               JetBlue Airways Corporation
               19 Old Kings Highway South
               Suite 23
               Darien, CT 06820

         Attn: Vice President and Treasurer

         With a copy to the Executive Vice President and General Counsel at:
         JetBlue Airways Corporation, 6322 South 3000 East, Suite G-10, Salt
         Lake City, UT 84121

         or in each case to such other place of business as may be notified from
         time to time by the receiving party."

Except as expressly amended by this Side Letter No. 3, all provisions of the
Contract 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/  [illegible]                             /s/  [illegible]
---------------------------------            ---------------------------------
Name                                         Name

          SVP                                          VP
---------------------------------            ---------------------------------
Title                                        Title

      4/5/00                                      April 14, 2000
---------------------------------            ---------------------------------
Date                                         Date


Page 3 of 6

<Page>


                                  EXHIBIT B1

                          AIRCRAFT DELIVERY SCHEDULES


<Table>
<Caption>
FIRM A320 AIRCRAFT
    YEAR          NUMBER          DELIVERY PERIOD
    ----          ------          ----------------
    <S>           <C>             <C>
    2000             6            (1) [****] (2) [****] (1) [****] (1) [****]
                                  (1) [****]
    2001             6            (1) [****] (1) [****] (1) [****]
                                  (1) [****] (1) [****] (1) [****]
    2002            10            (2) [****] (2) [****] (6) [****]
    2003             5
    2004             5
    TOTAL           32
</Table>
All thirty-two (32) Firm A320 Aircraft have no deferral or conversion rights.



<Table>
<Caption>
OPTION A320 AIRCRAFT
    YEAR          NUMBER
    ----          ------
    <S>           <C>
    2003            5
    2004            5
    2005           10
    2006            5

    TOTAL          25
</Table>

RESERVE OPTION A320 FAMILY AIRCRAFT
Under the terms of its purchase agreement with Airbus for the Aircraft, New Air
has the right to receive delivery positions for Reserve Option A320 Family
Aircraft equal to the number of Option A320 Family Aircraft as to which New Air
has exercised its purchase rights. Because New Air has options with Airbus for
twenty-five (25) Option A320 Family Aircraft, it correspondingly has rights with
Airbus to receive delivery positions for up to eighteen (18) Reserve Option A320
Family Aircraft. No dates are specified for delivery of these Reserve Option
A320 Family Aircraft. Such delivery dates will be determined at the time
options are exercised by New Air. The agreement between New Air and Airbus
anticipates that all Reserve Option A320 Family Aircraft will be delivered
prior to the end of 2007. Airbus has also granted New Air conversion rights for
each of the twenty-five (25) A320 Family Aircraft and the (18) Reserve Option
A320 Family Aircraft to the A321-200 or A319 aircraft type on twenty-one months
notice to Airbus.


----------
[****] 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 4 of 6

<Page>

<Table>
<Caption>
      LEASED AIRCRAFT
                 YEAR            NUMBER        DELIVERY PERIOD
                 ----            ------        ---------------
                 <S>             <C>           <C>
                 1999               1          [****]
                 2000               3          (1) [****] (1) [****] (1) [****]
                 2001               3          (1) [****] (1) [****] (1) [****]
                 TOTAL              7
</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.


Page 5 of 6
<Page>

                                   EXHIBIT B2

                             PURCHASED ITEMS, PRICE,

                         ESCALATION FORMULA AND DELIVERY

<Table>
<Caption>
                             Basic Contract Price
    Purchased Item        U.S. Dollars (January 1999)      Qty.     Delivery Date
----------------------------------------------------------------------------------------
<S>                       <C>                              <C>      <C>
V2527-A5 SPARE ENGINE:            [****]                    1          [****]99
V2527-A5 SPARE ENGINE:            [****]                    1          [****]00
V2527-A5 SPARE ENGINE:            [****]                    1          [****]01
V2527-A5 SPARE ENGINE:            [****]                    1          [****]02
V2527-A5 SPARE ENGINE:            [****]                    1          [****]02
V2527-A5 SPARE ENGINE:            [****]                    1          [****]03

OPTION SPARE ENGINES
--------------------
V2524-A5 SPARE ENGINE:            [****]
V2527-A5 SPARE ENGINE:            [****]
V2533-A5 SPARE ENGINE:            [****]
</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.

Page 6 of 6

<Page>


INTERNATIONAL
AERO ENGINES
[LETTERHEAD]



October 2, 2000

Mr. Tom Anderson
JetBlue Airways Corporation
19 Old Kings Highway South, Suite 23
Darien, Connecticut 06820

Subject:   Revision of the JetBlue Aircraft delivery schedule

Tom:

Per our discussion, this letter serves as notice that IAE supports JetBlue's
agreement with Airbus to move the previously firm scheduled December 2001 V2500
A5 powered A320 Aircraft delivery to August 2001 as shown in the attached
revised delivery schedule.

In addition JetBlue acknowledges and agrees to the change in delivery schedule
reflected herein by signing and returning a copy of this letter to the
undersigned.

All other provisions of the Contract remain in full force and effect.

Very truly yours,
IAE International Aero Engines AG


/s/ Robert Zimmerman
----------------------------------
Robert Zimmerman
Regional Director of Sales and Customer Support

Acknowledged and agreed
JetBlue Airways Corporation

By: /s/ [Illegible]
    -------------------------


Title    Vice President
      -----------------------


<Page>

                                  EXHIBIT B1
                                (revised 9/29/00)

                           AIRCRAFT DELIVERY SCHEDULES

FIRM A320 AIRCRAFT

<Table>
<Caption>
        YEAR            NUMBER      DELIVERY PERIOD
        ----            ------      ---------------
        <S>             <C>        <C>
        2000               6        (1) [****] (2) [****] (1) [****] (1) [****]
                                    (1) [****]
        2001               6        (1) [****] (2) [****] (1) [****]
                                    (1) [****] (1) [****]
        2002              10        (2) [****] (2) [****] (6) [****]
        2003               5
        2004               5
        TOTAL             32
</Table>

All thirty-two (32) Firm A320 Aircraft have no deferral or conversion rights.

OPTION A320 AIRCRAFT

<Table>
<Caption>
        YEAR            NUMBER
        ----            ------
        <S>             <C>
        2003              5
        2004              5
        2005             10
        2006              5

        TOTAL            25
</Table>

RESERVE OPTION A320 FAMILY AIRCRAFT
Under the terms of its purchase agreement with Airbus for the Aircraft, New Air
has the right to receive delivery positions for Reserve Option A320 Family
Aircraft equal to the number of Option A320 Family Aircraft as to which New Air
has exercised its purchase rights. Because New Air has options with Airbus for
twenty-five (25) Option A320 Family Aircraft, it correspondingly has rights with
Airbus to receive delivery positions for up to eighteen (18) Reserve Option A320
Family Aircraft. No dates are specified for delivery of these Reserve Option
A320 Family Aircraft. Such delivery dates will be determined at the time options
are exercised by New Air. The agreement between New Air and Airbus anticipates
that all Reserve Option A320 Family Aircraft will be delivered prior to the end
of 2007. Airbus has also granted New Air conversion rights for each of the
twenty-five (25) A320 Family Aircraft and the eighteen (18) Reserve Option A320
Family Aircraft to the A321-200 or A319 aircraft type on twenty-one months
notice to Airbus.


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

INTERNATIONAL
AERO ENGINES
[LETTERHEAD]



December 4, 2000

Mr. Tom Anderson
JetBlue Airways Corporation
19 Old Kings Highway South, Suite 23
Darien, Connecticut 06820

Subject:   Revision of the JetBlue Aircraft delivery schedule

Tom:

Per our discussion, this letter serves as notice that IAE supports JetBlue's
agreement with Airbus to move certain firm V2500 A5 powered A320 Aircraft
deliveries as shown in the attached revised delivery schedule.

In addition JetBlue acknowledges and agrees to the change in delivery schedule
reflected herein by signing and returning a copy of this letter to the
undersigned.

All other provisions of the Contract remain in full force and effect.

Very truly yours,
IAE International Aero Engines AG


/s/ Robert Zimmerman
----------------------------------
Robert Zimmerman
Regional Director of Sales and Customer Support


Acknowledged and agreed
JetBlue Airways Corporation

By:   /s/ [Illegible]
    -------------------------

Title   Vice President
      -----------------------


<Page>


EXHIBIT B1
                               (revised 12/4/00)

                          AIRCRAFT DELIVERY SCHEDULES

FIRM A320 AIRCRAFT

<Table>
<Caption>
      YEAR             NUMBER      DELIVERY PERIOD
      ----             ------      ---------------
     <S>              <C>         <C>
      2000                6        (1) [****] (2) [****] (1) [****] (1) [****]
                                   (1) [****]
      2001                6        (1) [****] (2) [****] (1) [****]
                                   (1) [****] (1) [****]
      2002               10        (1) [****] (1) [****] (1) [****]
                                   (1) [****] (1) [****] (1) [****] (1) [****]
                                   (1) [****] (1) [****] (1) [****]
      2003                5
      2004                5
      TOTAL              32
</Table>

All thirty-two (32) Firm A320 Aircraft have no deferral or conversion rights.

OPTION A320 AIRCRAFT

<Table>
<Caption>
      YEAR             NUMBER
      ----             ------
      <S>             <C>
      2003                5
      2004                5
      2005               10
      2006                5

      TOTAL              25

</Table>

RESERVE OPTION A320 FAMILY AIRCRAFT
Under the terms of its purchase agreement with Airbus for the Aircraft, JetBlue
has the right to receive delivery positions for Reserve Option A320 Family
Aircraft equal to the number of Option A320 Family Aircraft as to which JetBlue
has exercised its purchase rights. Because JetBlue has options with Airbus for
twenty-five (25) Option A320 Family Aircraft, it correspondingly has rights with
Airbus to receive delivery positions for up to eighteen (18) Reserve Option A320
Family Aircraft. No dates are specified for delivery of these Reserve Option
A320 Family Aircraft. Such delivery dates will be determined at the time options
are exercised by JetBlue. The agreement between JetBlue and Airbus anticipates
that all Reserve Option A320 Family Aircraft will be delivered prior to the end
of 2007. Airbus has also granted JetBlue conversion rights for each of the
twenty-five (25) A320 Family Aircraft and the eighteen (18) Reserve Option A320
Family Aircraft to the A321-200 or A319 aircraft type on twenty-one months
notice to Airbus.


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

[LETTERHEAD]


13 February 2001

JetBlue Airways Corporation
19 Old Kings Highway South, Suite 23
Darien, Connecticut 06820
Attention: Vice President and Treasurer

Subject: Side letter No. 5 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 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. 5 describes certain additional Purchased Item scheduling
flexibility and payment terms.

1        The definition of "Aircraft" set forth in Clause 1.1 of the Contract
         is removed in its entirety and replaced by the following new
         Clause 1.1 as follows:

         "1.1     "Aircraft" shall mean (i) the thirty-three (33) new Airbus
                  A320-200 aircraft each powered by V2527-A5 series engines (the
                  "Firm Aircraft"), and (ii) New Air's right to purchase an
                  additional forty-two (42) Airbus A320 family aircraft each
                  powered by V2500-A5 series engines (the "Option Aircraft"),
                  comprising options to purchase twenty-five (25) new Airbus
                  A320 family aircraft each powered by V2500-A5 series engines
                  (the "Option A320 Family Aircraft") and reserve options to
                  purchase seventeen (17) new Airbus A320 family aircraft each
                  powered by V2500-A5 series engines (the "Reserve Option A320
                  Family Aircraft"), all for delivery as set forth in
                  Exhibit B1 to this Contract."

2.       Exhibit B1 to the Contract is removed in its entirety and replaced by
         Exhibit B1 attached hereto.



<Page>

Except as expressly amended by this Side Letter No. 5 all provisions of the
Contract 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/ [Illegible]                             /s/ [Illegible]
----------------------------                ----------------------------
Name                                        Name

Sr. Vice President                          Vice President
----------------------------                ----------------------------
Title                                       Title

13 February, 2001                            23, February  2001
----------------------------                ----------------------------
Date                                        Date

<Page>

                                  EXHIBIT B1

                           AIRCRAFT DELIVERY SCHEDULES
                           (Revised 13 February 2001)


<Table>
<Caption>
      FIRM A320 AIRCRAFT
             YEAR           NUMBER              DELIVERY PERIOD
             ----           ------              ---------------
<S>                     <C>             <C>
             2000              6                (1) [****] (2) [****] (1) [****] (1) [****]
                                                (1) [****]
             2001              7                (1) [****] (2) [****] (1) [****] (1)
                                                [****] (1) [****] (1) [****]
             2002             10                (1) [****] (1) [****] (1) [****] (1)
                                                [****] (1) [****] (1) [****] (1) [****] (1)
                                                [****] (1) [****] (1) [****]
             2003              5                (1) [****] 2003; (2) [****] (1) [****]
                                                 (1) [****]
             2004              5                (5)
             TOTAL            33
</Table>

All thirty-three (33) Firm A320 Aircraft have no deferral or conversion rights.

<Table>
<Caption>
     OPTION A320 AIRCRAFT
             YEAR                           NUMBER
             ----                           ------
<S>                               <C>
             2003                              4
             2004                              5
             2005                             10
             2006                              6
             TOTAL                            25
</Table>

RESERVE OPTION A320 FAMILY AIRCRAFT
Under the terms of its purchase agreement with Airbus for the Aircraft, JetBlue
has the right to receive delivery positions for Reserve Option A320 Family
Aircraft equal to the number of Option A320 Family Aircraft as to which JetBlue
has exercised its purchase rights. Because JetBlue has options with Airbus for
twenty-five (25) Option A320 Family Aircraft, it correspondingly has rights with
Airbus to receive delivery positions for up to seventeen (17) Reserve Option
A320 Family Aircraft. No dates are specified for delivery of these Reserve
Option A320 Family Aircraft. Such delivery dates will be determined at the time
options are exercised by JetBlue. The agreement between JetBlue and Airbus
anticipates that all Reserve Option A320 Family Aircraft will be delivered prior
to the end of 2007. Airbus has also granted JetBlue conversion rights for each
of the twenty-five (25) A320 Family Aircraft and the seventeen (17) Reserve
Option A320 Family Aircraft to the A321-200 or A319 aircraft type on twenty-one
months notice to Airbus.

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

<Table>
<Caption>
      LEASED AIRCRAFT
                 YEAR           NUMBER         DELIVERY PERIOD
                 ----           ------         ---------------
<S>                          <C>         <C>
                 1999              1           Delivered
                 2000              3           (1) [****] (1) [****] (1) [****]
                 2001              4           (1) [****] (2) [****] (1) [****]
                TOTAL              8
</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.


<Page>

[LETTERHEAD]


18 May 2001

JetBlue Airways Corporation
19 Old Kings Highway South, Suite 23
Darien, Connecticut 06820
Attention: Vice President and Treasurer

Subject: Side letter No. 6 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 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. 6 describes certain additional Purchased Item scheduling
flexibility and payment terms.

1        The definition of "Aircraft" set forth in Clause 1.1 of the Contract
         is removed in its entirety and replaced by the following new
         Clause 1.1 as follows:

         "1.1     "Aircraft" shall mean (i) the thirty-three (33) new Airbus
                  A320-200 aircraft each powered by V2527-A5 Propulsion Systems
                  bearing Rank No. 1 through 33 in the delivery schedule
                  attached as Exhibit B-1 hereto (the "Firm First Deal
                  Aircraft"), (ii) the thirty (30) new Airbus A320-200 aircraft
                  each powered by V2527-A5 Propulsion Systems bearing Rank No.
                  34 through 63 in the delivery schedule attached as Exhibit B-1
                  hereto (the "Firm Second Deal Aircraft; together with the
                  Firm First Deal Aircraft, the "Firm Aircraft"), (iii)
                  JetBlue's option to purchase thirty (30) new Airbus A320
                  family aircraft each powered by V2500-A5 Propulsion Systems
                  (the "Option A320 Aircraft"), and (iv) and reserve options to
                  purchase thirty (30) new Airbus A320 family aircraft each
                  powered by V2500-A5 Propulsion Systems (the "Reserve Option
                  Aircraft;" together with the Option A320 Aircraft, the "Option
                  Aircraft"), all for delivery as set forth in Exhibit B-1 to
                  this Contract."


Page 1 of 43

<Page>

2.       Exhibit B to the Contract is removed in its entirety and replaced by
         new Exhibit B attached hereto.

3.       Exhibits D-4 through D-9 of the Contract are replaced in their entirety
         by new Exhibits D-4 through D-9 attached hereto.

4.       Clause 2.2.2 of the Contract is removed in its entirety and replaced by
         the following new Clause 2.2.2 as follows:

         "2.2.2   JetBlue hereby places a firm and unconditional order with IAE
                  for the purchase of a minimum of eleven (11) new V2527-A5
                  spare Engines (the "Firm Spare Engines") for delivery
                  according to the schedule set forth in Exhibit B-2 to this
                  Contract."

5.       Sections 1, 2 and 3 to Side Letter No. 1 to the Contract are replaced
         in their entirety by new Sections 1 and 2 as follows:

"1.      FLEET INTRODUCTORY ASSISTANCE CREDIT

         1.1      To assist JetBlue with the introduction of the Firm Aircraft
                  into its fleet, IAE will issue a credit to JetBlue's account
                  with IAE in the amount of U.S.[****] per A320 aircraft for
                  each of the Firm First Deal Aircraft purchased by JetBlue and
                  U.S.[****] per A320 aircraft for each of the Firm Second
                  Deal Aircraft purchased by JetBlue.

         1.2      Each such credit will be issued upon delivery to and
                  acceptance by JetBlue of the corresponding Firm Aircraft.

         1.3      Furthermore, each such credit shall be escalated using the IAE
                  Escalation formula set forth in Exhibit B-2 to the Contract
                  from a base month of January 1999 with respect to the Firm
                  First Deal Aircraft and January 2000 with respect to the Firm
                  Second Deal Aircraft, to the earlier of: (a) the scheduled
                  delivery set forth in Exhibit B-1 to the Contract of the
                  corresponding Firm Aircraft; or (b) the actual delivery date
                  of the corresponding Firm Aircraft.

         1.4      Each such credit described in Clause 1.1 may be used by
                  JetBlue towards the purchase of V2500 Spare Parts, tooling and
                  services from IAE, but unless JetBlue provides written notice
                  to IAE at least ninety (90) days prior to delivery of each
                  applicable Firm Aircraft, the total amount of such credit
                  available for such Aircraft shall be assigned to the Aircraft
                  Manufacturer to be applied toward the payment for the
                  Propulsion Systems for such Firm Aircraft. The net aircraft
                  price (which shall include the available Aircraft
                  Manufacturer's credit applicable to such Aircraft) of


Page 2 of 43

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

                  any Aircraft to be financed by IAE shall reflect the full
                  amount of any IAE credit available for such Aircraft.

         1.5      In the event any credit, or portion thereof, under Clause 1.4
                  is assigned to the Aircraft Manufacturer, JetBlue acknowledges
                  that the credit shall not vest in the Aircraft Manufacturer
                  until delivery to and acceptance by JetBlue of the respective
                  Firm Aircraft.

2.       FLEET EXPANSION ASSISTANCE CREDIT

         2.1      To assist JetBlue with the expansion of its V2500-A5 powered
                  A320 family fleet, IAE will issue a credit to JetBlue's
                  account with IAE in the amount of U.S.[****] per aircraft
                  for each of the V2524-A5 powered A319 Option Aircraft
                  purchased by JetBlue, a credit of U.S.[****] per aircraft
                  for each of the V2527-A5 powered A320 Option Aircraft
                  purchased by JetBlue, and a credit of U.S.[****] per
                  aircraft for each of the V2533-A5 powered A321-200 Option
                  Aircraft purchased by JetBlue.

         2.2      Each such credit will be issued upon delivery to and
                  acceptance by JetBlue of the corresponding Option Aircraft.

         2.3      Furthermore, each such credit shall be escalated using the IAE
                  Escalation formula set forth in Exhibit B-2 to the Contract
                  from a base month of January 2000, to the earlier of: (a) the
                  scheduled delivery set forth in Exhibit B-1 to the Contract of
                  the corresponding Option Aircraft; or (b) the actual delivery
                  date of the corresponding Option Aircraft.

         2.4      Each such credit described in Clause 2.1 may be used by
                  JetBlue towards the purchase of V2500 Spare Parts, tooling and
                  services from IAE, but unless JetBlue provides written notice
                  to IAE at least ninety (90) days prior to delivery of each
                  applicable Option Aircraft, the total amount of such credit
                  available for such Aircraft shall be assigned to the Aircraft
                  Manufacturer to be applied toward the payment for the
                  Propulsion Systems for such Option Aircraft.

         2.5      In the event any credit, or portion thereof, under this Clause
                  2.4 is assigned to the Aircraft Manufacturer, JetBlue
                  acknowledges that the credit shall not vest in the Aircraft
                  Manufacturer until delivery to and acceptance by JetBlue of
                  the respective Option Aircraft.

3.       SPARE ENGINE ASSISTANCE CREDIT

         3.1      To assist JetBlue in its purchase from IAE of new spare V2500
                  Engines to support the JetBlue Aircraft, IAE will issue to
                  JetBlue's account with IAE a credit in an amount equal to
                  [****] of the Basic Contract


Page 3 of 43

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


                  Price of the Firm Spare Engines or Option Spare Engines, as
                  the case may be, delivered in accordance with the schedule set
                  forth in Exhibit B-2 to the Contract.

         3.2      Each such credit amount, escalated from the base month of
                  January 1999 in accordance with the IAE Escalation Formula set
                  forth in Exhibit B-2 to the Contract, will be issued upon the
                  earlier of scheduled or actual delivery date of the
                  corresponding Firm or Option Spare Engine. Each such
                  credit may be used by JetBlue toward the final payment for the
                  corresponding Firm or Option Spare Engine or for the purchase
                  of V2500 spare parts from IAE.

         3.3      Each such credit will be issued upon the delivery to and
                  acceptance by JetBlue of the corresponding spare Engine.
                  Acceptance by JetBlue of this credit from IAE shall be deemed
                  for this Contract confirmation of JetBlue's acceptance of the
                  corresponding spare Engine.

         3.4      IAE agrees to make reasonable efforts to effect delivery of
                  the Purchased Items under Clause 2.5.1 Ex-Works (INCOTERMS
                  1990) Connecticut, U.S.A."

6.       New Sections 7 and 8 are added to Side Letter No. 1 to the Contract as
         follows:

"7.      SPARE PARTS CREDITS

         To assist JetBlue with procuring its stock of Spare Parts from IAE, IAE
         will credit JetBlue's account with IAE in the amount of U.S.[****]
         (January 2000 Dollars) following the delivery and acceptance by JetBlue
         of its the thirty-fourth ranked aircraft in accordance with the
         delivery schedule attached as Exhibit B-1 to this Contract. Such
         credit shall be used by JetBlue for the purchase of Spare Parts or
         spare Engines from IAE and shall be escalated using the IAE Escalation
         formula set forth in Exhibit B-2 to the Contract from a base month of
         January 2000.

         In addition, IAE to further assist JetBlue with procuring its stock of
         Spare Parts from IAE, IAE will credit JetBlue's account with IAE in the
         amount of U.S.[****] (January 2000 Dollars) following the delivery
         and acceptance by JetBlue of every fifth aircraft of the Firm and
         Option Aircraft following the thirty-third ranked aircraft in
         accordance with the delivery schedule attached as Exhibit B-1 to this
         Contract (e.g., the aircraft ranked no. 38, 43, etc.). Such credits
         shall be used by JetBlue for the purchase of Spare Parts or spare
         Engines from IAE and shall be escalated using the IAE Escalation
         formula set forth in Exhibit B-2 to the Contract from a base month of
         January 2000.

8.       [****]

Page 4 of 43

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

         [****]

9.       FLEET HOUR AGREEMENT

         JetBlue has the option prior to induction of its first Engine for a
         restoration shop visit to have IAE provide a Fleet Hour Agreement
         ("FHA") to replace its existing Maintenance Cost Guarantee to provide
         maintenance support for the V2500 Engine in its Aircraft fleet.
         Details and rates would be provided by IAE upon request. An FHA would
         be for a term of [****] years and would cover normal off-wing engine
         shop visit maintenance for all components of the Engine except life
         limited parts, vendor accessories, nacelle and buyer furnished
         equipment. This maintenance would be undertaken at a facility selected
         by IAE.


Page 5 of 43

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

Except as expressly amended by this Side Letter No. 6 all provisions of the
Contract 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/ [ILLEGIBLE]                             /s/ [ILLEGIBLE]
-----------------------------------         -----------------------------------
Name                                        Name

  Vice President - Business                         Vice President
-----------------------------------         -----------------------------------
Title                                       Title

  May 18, 2001                                  May 21, 2001
-----------------------------------         -----------------------------------
Date                                        Date






Page 6 of 43

<Page>

                                  EXHIBIT B-1

                           AIRCRAFT DELIVERY SCHEDULES

                                 As of May 2001
<Table>
<Caption>
RANK NO.          AIRCRAFT                DELIVERY
<S>               <C>                     <C>
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           [****] 2003
No. 25            Firm Aircraft           [****] 2003
No. 26            Firm Aircraft           [****] 2003
No. 27            Firm Aircraft           [****] 2003
No. 28            Firm Aircraft           [****] 2003
No. 29            Firm Aircraft           [****] 2003
No. 30            Firm Aircraft           [****] 2003
No. 31            Firm Aircraft           [****] 2003
No. 32            Firm Aircraft           [****] 2003
No. 33            Firm Aircraft           [****] 2004
No. 34            Firm Aircraft*          [****] 2004
No. 35            Firm Aircraft*          [****] 2004
No. 36            Firm Aircraft*          [****] 2004
No. 37            Firm Aircraft*          [****] 2004
No. 38            Firm Aircraft*          [****] 2004
No. 39            Firm Aircraft*          [****] 2004
</Table>



Page 7 of 43

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

<Table>
<S>               <C>                     <C>
No. 40            Firm Aircraft*          [****] 2004
No. 41            Firm Aircraft*          [****] 2004
No. 42            Firm Aircraft*          [****] 2004
No. 43            Firm Aircraft*          [****] 2004
No. 44            Firm Aircraft*          [****] 2005
No. 45            Firm Aircraft*          [****] 2005
No. 46            Firm Aircraft*          [****] 2005
No. 47            Firm Aircraft*          [****] 2005
No. 48            Firm Aircraft*          [****] 2005
No. 49            Firm Aircraft*          [****] 2005
No. 50            Firm Aircraft*          [****] 2005
No. 51            Firm Aircraft*          [****] 2005
No. 52            Firm Aircraft*          [****] 2005
No. 53            Firm Aircraft*          [****] 2005
No. 54            Firm Aircraft*          [****] 2006
No. 55            Firm Aircraft*          [****] 2006
No. 56            Firm Aircraft*          [****] 2006
No. 57            Firm Aircraft*          [****] 2006
No. 58            Firm Aircraft*          [****] 2006
No. 59            Firm Aircraft*          [****] 2007
No. 60            Firm Aircraft*          [****] 2007
No. 61            Firm Aircraft*          [****] 2007
No. 62            Firm Aircraft*          [****] 2007
No. 63            Firm Aircraft*          [****] 2007

*Firm Second Deal Aircraft

OPTION AIRCRAFT
---------------
No. 64            Option Aircraft         [****] 2004
No. 65            Option Aircraft         [****] 2004
No. 66            Option Aircraft         [****] 2004
No. 67            Option Aircraft         [****] 2004
No. 68            Option Aircraft         [****] 2005
No. 69            Option Aircraft         [****] 2005
No. 70            Option Aircraft         [****] 2006
No. 71            Option Aircraft         [****] 2006
No. 72            Option Aircraft         [****] 2006
No. 73            Option Aircraft         [****] 2006
No. 74            Option Aircraft         [****] 2006
No. 75            Option Aircraft         [****] 2006
No. 76            Option Aircraft         [****] 2006
No. 77            Option Aircraft         [****] 2007
No. 78            Option Aircraft         [****] 2007
No. 79            Option Aircraft         [****] 2007
No. 80            Option Aircraft         [****] 2007
No. 81            Option Aircraft         [****] 2007


Page 8 of 43

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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.

<Page>

No. 82            Option Aircraft         [****] 2007
No. 83            Option Aircraft         [****] 2007
No. 84            Option Aircraft         [****] 2008
No. 85            Option Aircraft         [****] 2008
No. 86            Option Aircraft         [****] 2008
No. 87            Option Aircraft         [****] 2008
No. 88            Option Aircraft         [****] 2008
No. 89            Option Aircraft         [****] 2008
No. 90            Option Aircraft         [****] 2008
No. 91            Option Aircraft         [****] 2008
No. 92            Option Aircraft         [****] 2008
No. 93            Option Aircraft         [****] 2008
</Table>

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 thirty (30) 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
twenty-one months notice to Airbus. No dates 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.

<Table>
<Caption>
LEASED AIRCRAFT
           YEAR          NUMBER           DELIVERY PERIOD
           ----          ------           ---------------
           <S>           <C>              <C>
           1999             1             (1) [****]
           2000             3             (1) [****] (1) [****] (1) [****]
           2001             4             (1) [****] (2) [****] (1) [****]
          TOTAL             8             All of the leased aircraft have been
                                          delivered
</Table>

Page 9 of 43

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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.



<Page>

                                   EXHIBIT B-2

                             PURCHASED ITEMS, PRICE,

                         ESCALATION FORMULA AND DELIVERY

                                 As of May 2001

<Table>
<Caption>
                                   Basic Contract
Rank         Purchased Item            Price         Qty.      Delivery Date
 No.                                U.S. Dollars
                                   (January 1999)
-----------------------------------------------------------------------------
<S>      <C>                       <C>               <C>       <C>
 1       V2527-A5 SPARE ENGINE:     [****]               1      [****]/99*
 2       V2527-A5 SPARE ENGINE:     [****]               1      [****]/00*
 3       V2527-A5 SPARE ENGINE:     [****]               1      [****]/01
 4       V2527-A5 SPARE ENGINE:     [****]               1      [****]/02
 5       V2527-A5 SPARE ENGINE:     [****]               1      [****]/02
 6       V2527-A5 SPARE ENGINE:     [****]               1      [****]/03
 7       V2527-A5 SPARE ENGINE:     [****]               1      [****]/04
 8       V2527-A5 SPARE ENGINE:     [****]               1      [****]/05
 9       V2527-A5 SPARE ENGINE:     [****]               1      [****]/06
10       V2527-A5 SPARE ENGINE:     [****]               1      [****]/07
11       V2527-A5 SPARE ENGINE:     [****]               1      [****]/08

         OPTION SPARE ENGINES
         ---------------------
         V2524-A5 SPARE ENGINE:      [****]
         V2527-A5 SPARE ENGINE:      [****]
         V2533-A5 SPARE ENGINE:      [****]

         TOTAL                                        11
</Table>
-------------------------
*These spare Engines have been delivered to JetBlue.


Page 10 of 43

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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.


<Page>

                             IAE ESCALATION FORMULA

1.       Any unit base price or other sum expressed to be subject to escalation
         from a base month to a month of delivery or other date of determination
         in accordance with the IAE Escalation Formula will be subject to
         escalation in accordance with the following formula:

         P = Pb ( [****] L + [****]     M + [****]  E )
                         --             --         --
                         Lo             Mo          Eo

         Where:

         P = the invoiced purchase price or escalated sum rounded to the nearest
         U.S. Dollar.

         Pb = unit base price or other sum.

         Lo = the "Average Hourly Earnings of Aircraft Engine and Engine Parts
         Production Workers" SIC Code 3724 published by the Bureau of Labor
         Statistics in the U.S. Department of Labor for the month preceding the
         base month by four months.

         L = the "Average Hourly Earnings of Aircraft Engine and Engine Parts
         Production Workers" SIC Code 3724 for the month preceding the month of
         delivery or other date of determination by four months.

         Mo = the "Producer Price Index, Code 10, for Metals and Metal Products"
         published by the Bureau of Labor Statistics in the U.S. Department of
         Labor for the month preceding the base month by four months.

         M = the "Producer Price Index, Code 10, for Metals and Metal Products"
         for the month preceding the month of delivery or other date of
         determination by four months.

         Eo = the "Producer Price Index, Code 5, for Fuel and Related Products
         and Power" published by the Bureau of Labor Statistics in the U.S.
         Department of Labor for the month preceding the base month by four
         months.

         E = the "Producer Price Index, Code 5, for Fuel and Related Products
         and Power" for the month preceding the month of delivery or other date
         of determination by four months.

2.       The values of the factors [****] L and [****] M and [****] E
                                          --           --           --
                                          Lo           Mo           Eo



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the Commission pursuant to a request for confidential treatment pursuant to
Rule 406 under the Securities Act of 1933, as amended.

<Page>

         respectively, shall be determined to the nearest fourth decimal place.
         If the fifth decimal is five or more, the fourth decimal place shall be
         raised to the next higher number.

3.       If the U.S. Department of Labor ceases to publish the above statistics
         or modifies the basis of their calculation, then IAE may substitute any
         officially recognized and substantially equivalent statistics.

4.       The Basic Contract Prices contained in this Exhibit B are subject to
         escalation from a Base Month of January 1999 to the month of delivery
         using Lo, Mo and Eo values for September 1998.

5.       If the application of the formula contained in this Exhibit B results
         in a Purchase Price which is lower than the Basic Contract Price, the
         Basic Contract Price will be deemed to be the Purchase Price for such
         Supplies.




Page 12 of 43


<Page>

                                   EXHIBIT D-4

                          V2500 RELIABILITY GUARANTEE













Page 13 of 43

<Page>

                          V2500 RELIABILITY GUARANTEE

I        INTRODUCTION

         IAE assures JetBlue that by the end of the [****] period commencing
         with JetBlue's first commercial operation of Aircraft (including for
         purposes of this Guarantee, the Leased Aircraft) powered by V2500
         Engines, the cumulative Engine Shop Visit Rate will not exceed a
         Guaranteed Rate of [****] per 1000 Eligible Engine flight hours.
         Under this Guarantee, if the cumulative Engine Shop Visit Rate
         exceeds the Guaranteed Rate, IAE will credit JetBlue's account with
         IAE an amount of [****] U.S. Dollars for each Eligible Engine Shop
         Visit determined to have been in excess of the Guaranteed Rate.

II       GUARANTEE

         A.       PERIOD OF GUARANTEE

                  The Period of Guarantee will start on the date JetBlue
                  initiates commercial operation of its first Aircraft
                  (including for purposes of this Guarantee, the Leased
                  Aircraft) powered by Eligible Engines and will terminate
                  [****] years from that date.

         B.       ELIGIBLE ENGINES

                  The Engines that will be Eligible under this Guarantee shall
                  be new Firm Aircraft and new Firm Spare Engines which are
                  owned or operated by JetBlue during the Period of Guarantee
                  and which have been acquired pursuant to the Contract to which
                  this Guarantee is attached and the related proposal or
                  contract for delivery of Aircraft, and shall also include for
                  purposes of this Guarantee, the Leased Aircraft. The Engines
                  shall remain Eligible provided that JetBlue or its authorized
                  maintenance facility maintains them in accordance with the IAE
                  instructions and recommendations contained in the applicable
                  IAE publications including the latest Maintenance Management
                  Plan for JetBlue

         C.       ELIGIBLE SHOP VISITS

                  Eligible Shop Visits shall comprise the shop visits of
                  Eligible Engines required for the following reasons:

                  1.       a Failure of a Part in such Eligible Engines;

                  2.       foreign object damage caused by the ingestion of
                           birds, hailstones or runway gravel;




Page 14 of 43
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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.


<Page>

                  3.       an Airworthiness Directive issued by the applicable
                           Certification Authority;

                  4.       maintenance as recommended by IAE; and

                  5.       removal for LLP time expiration so long as minimum
                           build cycle requirement pursuant to the Maintenance
                           Management Plan is adhered to.

         D.       REPORTING OF ENGINE SHOP VISITS AND ENGINE FLIGHT HOURS

                  Eligible Shop Visits shall be reported to IAE by JetBlue
                  within thirty days after the date of such Engine Shop Visit
                  using IAE Form SVR Rev 1, July 95 together with such other
                  information as may be needed to determine the Eligibility of
                  the Engine Shop Visit. Each such Form shall be verified by an
                  authorized IAE Representative before submission. Should it be
                  necessary for him to disqualify a reported Engine Shop Visit,
                  supporting information will be furnished.

                  Flight hours accumulated by Eligible Engines during each
                  month during the Period of Guarantee shall be reported by
                  JetBlue within thirty days after each month's end to IAE on
                  IAE Form SVR Rev 1, July 95 unless other procedures are
                  established for the reporting of flight hours.

         E.       CREDIT ALLOWANCE CALCULATION

                  A credit of [****] U.S. Dollars will be granted by IAE for
                  each Eligible Engine Shop Visit determined as calculated
                  below to be in excess of the Guaranteed Rate during the
                  Period of Guarantee. An annual calculation will be made no
                  later than sixty days after each yearly anniversary of the
                  commencement of the Period of Guarantee provided that the
                  necessary Engine Shop Visit records and Eligible Engine
                  flight hour information have been reported to IAE.

                  Each annual calculation will be made using data that will
                  be cumulative from the start of the Period of Guarantee. An
                  interim credit will be granted, if necessary, following the
                  annual calculations for the second year and each subsequent
                  year of the Period of Guarantee. If subsequent annual
                  calculations show that on a cumulative basis, a previous
                  interim credit (or portion thereof) was excessive, such
                  excess amount shall be subject to repayment which will be
                  effected by IAE issuing a debit against JetBlue's account
                  with IAE. Credits and debits will be applied to JetBlue's
                  Air's account with IAE not later than thirty days following
                  a calculation for the second year and each subsequent year
                  of the Period of Guarantee, as applicable.



Page 15 of 43
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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.

<Page>

                  Credit Allowance = (AR - GR) x [****] U.S. Dollars

                  where:

                  AR  =    Total Eligible Engine Shop Visits during the period
                           of the calculation.

                  GR  =    [****]/1,000 x total Engine flight hours accumulated
                           on Eligible Engines during the period of the
                           calculation.

                           (NOTE: GR will be rounded to the nearest whole
                           number.)

III      DEFINITIONS AND GENERAL CONDITIONS

         All of the Definitions and General Conditions of the V2500 Engine and
         Parts excluded by the General Conditions of the Policy shall be
         excluded from this Guarantee except that Engine Shop Visits resulting
         from ingestion of birds, hailstones or runway gravel shall be included
         as Eligible under this Guarantee.

IV       SPECIFIC CONDITIONS

         A.       The Guaranteed Rate is predicated on the use by JetBlue of:

                  1.       An average flight cycle of no less than [****] hours;

                  2.       Thrust levels which are derated an average of [****]
                           for Takeoff relative to full Takeoff
                           ratings;

                  3.       An average Aircraft utilization equal to or less than
                           [****] flight hours per year;

                  4.       An Aircraft and Engine delivery schedule in respect
                           of the Firm Aircraft, Leased Aircraft and Firm Spare
                           Engines as described in the Contract to which this
                           Guarantee is attached; and

                  5.       An average ambient temperature at Takeoff which is no
                           greater than ISA + 3 DEG. C.

         B.       IAE reserves the right to make appropriate adjustments to the
                  Guaranteed Rate if there is, during the Period of Guarantee,
                  (a) a variation from the conditions upon which the Guaranteed
                  Rate is predicated, or (b) a discontinuation of operation by
                  JetBlue of any Engine or any V2500 powered Aircraft subsequent
                  to delivery to JetBlue, or (c) if JetBlue takes Option
                  Aircraft or Option Spare Engines.

Page 16 of 43
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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.


<Page>

         C.       In the event credits are issued under Section II, such credits
                  will be dedicated to the procurement of Parts aimed at
                  correction of the situations contributing to excess Engine
                  Shop Visits. Accordingly, JetBlue and IAE will establish
                  jointly the modifications or Parts to be selected, and JetBlue
                  will incorporate the changes into Eligible Engines.

V        EXCLUSION OF BENEFITS

         The intent of this Guarantee is to provide specified benefits to
         JetBlue as a result of the failure of Eligible Engines to achieve the
         reliability level stipulated in the Guarantee. It is not the intent,
         however, to duplicate benefits provided JetBlue under any other
         applicable guarantee, sales warranty, service policy, or any special
         benefit of any kind as a result of the same failure. Therefore, the
         terms and conditions of this Guarantee notwithstanding, if the terms of
         this Guarantee should make duplicate benefits available to JetBlue from
         IAE or any third-party, JetBlue may elect to receive the benefits under
         this Guarantee or under any of the other benefits described above, but
         not both.

Page 17 of 43


<Page>

                                   EXHIBIT D-5

                          V2500 DELAY AND CANCELLATION

Page 18 of 43


<Page>

                          V2500 DELAY AND CANCELLATION

I        INTRODUCTION

         IAE assures JetBlue that by the end of the fifteen [****] period
         commencing with JetBlue's first commercial operation of Aircraft
         (including for purposes of this Guarantee, the Leased Aircraft) powered
         by V2500 Engines, the cumulative Engine-caused Delay and Cancellation
         Rate will not exceed a Guaranteed Rate of [****] per 100 Aircraft
         departures. Under this Guarantee, if the cumulative Engine-caused Delay
         and Cancellation Rate is determined to have exceeded the Guaranteed
         Rate over the Period of Guarantee, IAE will credit JetBlue's account
         with IAE an amount of [****] U.S. Dollars for each excess Eligible
         Delay and Cancellation determined to have been in excess of the
         Guaranteed Rate.

II       GUARANTEE

         A.       PERIOD OF GUARANTEE

                  The Period of Guarantee will start on the date JetBlue
                  initiates commercial operation of its first Aircraft
                  (including for purposes of this Guarantee, the Leased
                  Aircraft) powered by Eligible Engines and will terminate
                  [****] years from that date.

         B.       ELIGIBLE ENGINES

                  The Engines that will be Eligible under this Guarantee shall
                  be new Firm Aircraft and new Firm Spare Engines which are
                  owned or operated by JetBlue during the Period of Guarantee
                  and which have been acquired pursuant to the Contract to which
                  this Guarantee is attached and the related proposal or
                  contract for delivery of Aircraft, and shall also include for
                  purposes of this Guarantee, the Leased Aircraft. The Engines
                  shall remain Eligible provided that JetBlue or its authorized
                  maintenance facility maintains them in accordance with the IAE
                  instructions and recommendations contained in the applicable
                  IAE publications including the latest Maintenance Management
                  Plan for JetBlue

         C.       i) ELIGIBLE DELAY

                  An Eligible Delay shall occur when by a Failure of a Part in
                  an Eligible Engine installed in an Aircraft is the sole cause
                  of a delay in the final Departure of that Aircraft by more
                  than fifteen minutes after its programmed Departure in either
                  of the following instances:

                  1)       an originating flight departing later than its
                           scheduled Departure time; or

Page 19 of 43
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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.


<Page>

                  2)       a through flight or a turnaround flight remaining on
                           the ground longer than its scheduled ground time.

         C.       ii) ELIGIBLE CANCELLATION

                  A single Cancellation shall occur when a Failure of a Part in
                  an Eligible Engine installed in an Aircraft is the sole cause
                  of the elimination of a Departure in either of the following
                  instances:

                  1)       cancellation of a trip comprising a single flight
                           leg; or

                  2)       cancellation of any or all of the flight legs of a
                           multiple leg trip.

         C.       iii)

                  A Departure which is cancelled after an Eligible Delay shall
                  be an Eligible Cancellation not an Eligible Delay.

         C.       iv)

                  Consecutive Delays and Cancellations for the same problem
                  because corrective action had not been taken will be excluded.

         D.       DEPARTURE

                  A Departure comprises the movement of an Aircraft from the
                  blocks for the purpose of an intended scheduled revenue flight
                  provided that there can be only one Departure for each
                  intended flight.

         E.       REPORTING OF ELIGIBLE DELAYS AND CANCELLATIONS

                  Eligible Delays and Cancellations shall be reported to IAE by
                  JetBlue within thirty days after the date of such Delay or
                  Cancellation using IAE Form DC Rev 1, July 95, together with
                  such other information as may be needed to determine the
                  Eligibility of the Delay or Cancellation. Each such Form shall
                  be verified by an authorized IAE Representative before
                  submission. Should it be necessary for him to disqualify a
                  reported Delay or Cancellation, supporting information will be
                  furnished.

                  Departures accumulated by Eligible Engines during each month
                  during the Period of Guarantee shall be reported by JetBlue
                  within thirty days after each month's end to IAE on IAE Form
                  DC Rev 1, July 95, unless other procedures are established for
                  the reporting of Departures.

         F.       CREDIT ALLOWANCE CALCULATION

Page 20 of 43


<Page>

                  A credit of [****] U.S. Dollars will be granted by IAE for
                  each Eligible Delay and Eligible Cancellation determined as
                  calculated below to be in excess of the Guaranteed Rate
                  during the Period of Guarantee. An annual calculation will be
                  made no later than sixty days after each yearly anniversary of
                  the commencement of the Period of Guarantee provided that the
                  necessary records of Delays, Cancellation and Departure have
                  been reported to IAE.

                  Each annual calculation will be made using data that will be
                  cumulative from the start of the Period of Guarantee. An
                  interim credit will be granted, if necessary, following the
                  annual calculations for the first year and each subsequent
                  year of the Period of Guarantee. If subsequent annual
                  calculations show that on a cumulative basis, a previous
                  interim credit (or portion thereof) was excessive, such excess
                  amount shall be subject to repayment which will be effected by
                  IAE issuing a debit against JetBlue's account with IAE.
                  Credits and debits will be applied to JetBlue's account with
                  IAE not later than thirty days following a calculation for the
                  second year and each subsequent year of the Period of
                  Guarantee, as applicable.

                  Credit Allowance = (ADC - GDC) x [****] U.S. Dollars

                  Where:

                  ADC = Total qualifying actual Engine Caused Delays and
                        Cancellations claimed and accepted as eligible during
                        the applicable period of the calculation.

                  GDC = ([****]/100) x total Departures accumulated on
                        Eligible Engines during the applicable period of
                        calculation.

III      DEFINITIONS AND GENERAL CONDITIONS

         All of the Definitions and General Conditions of the V2500 Engine and
         Parts Service Policy shall apply to this Guarantee. Delays and
         Cancellation excluded by the General Conditions of the Policy shall be
         excluded from this Guarantee.

IV       SPECIFIC CONDITIONS

         A.       The Guaranteed Rate is predicated on the use by JetBlue of:

                  1.       An average flight cycle of no less than [****] hours;

                  2.       Thrust levels which are derated an average of [****]
                           for Takeoff relative to full Takeoff
                           ratings;

Page 21 of 43
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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.


<Page>

                  3.       An average Aircraft utilization equal to or less than
                           3,800 flight hours per year;

                  4.       An Aircraft and Engine delivery schedule in respect
                           of the Firm Aircraft, Leased Aircraft and Firm Spare
                           Engines as described in the Contract to which this
                           Guarantee is attached; and

                  5.       An average ambient temperature at Takeoff which is no
                           greater than ISA + 3 DEG. C.

         B.       IAE reserves the right to make appropriate adjustments to the
                  Guaranteed Rate if there is, during the Period of Guarantee,
                  (a) a variation from the conditions upon which the Guaranteed
                  Rate is predicated, or (b) a discontinuation of operation by
                  JetBlue of any Engine or any V2500 powered Aircraft subsequent
                  to delivery to JetBlue, or (c) if JetBlue takes Option
                  Aircraft or Option Spare Engines.

         C.       In the event credits are issued under Section II, such credits
                  will be dedicated to the procurement of parts aimed at
                  correction of the situations contributing to excess Delays and
                  Cancellation. Accordingly, JetBlue and IAE will establish
                  jointly the modifications or Parts to be selected, and JetBlue
                  will incorporate the changes into Eligible Engines.

V        EXCLUSION OF BENEFITS

         The intent of this Guarantee is to provide specified benefits to
         JetBlue as a result of the failure of Eligible Engines to achieve the
         reliability level stipulated in the Guarantee. It is not the intent,
         however, to duplicate benefits provided to JetBlue under any other
         applicable guarantee, sales warranty, service policy, or any special
         benefit of any kind as a result of the same failure. Therefore, the
         terms and conditions of this Guarantee notwithstanding, if the terms of
         this Guarantee should make duplicate benefits available to JetBlue from
         IAE or any third-party, JetBlue may elect to receive the benefits under
         this Guarantee or under any of the other benefits described above, but
         not both.

Page 22 of 43


<Page>

                                  EXHIBIT D-6

                       V2500 INFLIGHT SHUTDOWN GUARANTEE

Page 23 of 43


<Page>

                       V2500 INFLIGHT SHUTDOWN GUARANTEE

I        INTRODUCTION

         IAE assures JetBlue that by the end of the fifteen [****] period
         commencing with JetBlue's first commercial operation of Aircraft
         (including for purposes of this Guarantee, the Leased Aircraft) powered
         by V2500 Engines, the cumulative Engine Inflight Shutdown Rate will not
         exceed a Guaranteed Rate of [****] per 1000 Eligible Engine flight
         hours. Under this Guarantee, if the cumulative Eligible Inflight
         Shutdown Rate is determined to have exceeded the Guaranteed Rate over
         the Period of Guarantee, IAE will credit JetBlue's account with IAE an
         amount of [****] U.S. Dollars for each Eligible Inflight Shutdown
         determined to have been in excess of the Guaranteed Rate.

II       GUARANTEE

         A.       PERIOD OF GUARANTEE

                  The Period of Guarantee will start on the date JetBlue
                  initiates commercial operation of its first Aircraft
                  (including for purposes of this Guarantee, the Leased
                  Aircraft) powered by Eligible Engines and will terminate
                  [****] years from that date.

         B.       ELIGIBLE ENGINES

                  The Engines that will be Eligible under this Guarantee shall
                  be new Firm Aircraft and new Firm Spare Engines which are
                  owned or operated by JetBlue during the Period of Guarantee
                  and which have been acquired pursuant to the Contract to which
                  this Guarantee is attached and the related proposal or
                  contract for delivery of Aircraft, and shall also include for
                  purposes of this Guarantee, the Leased Aircraft. The Engines
                  shall remain Eligible provided that JetBlue or its authorized
                  maintenance facility maintains them in accordance with the IAE
                  instructions and recommendations contained in the applicable
                  IAE publications including the latest Maintenance Management
                  Plan for JetBlue

         C.       ELIGIBLE INFLIGHT SHUTDOWNS

                  Eligible Inflight Shutdowns shall comprise the inflight
                  shutdown of an Eligible Engine during a scheduled revenue
                  flight which is determined to have been caused by a Failure
                  of a Part of such Engine. Multiple inflight shutdowns of the
                  same Engine during the same flight leg for the same problem
                  will be counted as one Eligible Inflight Shutdown. A
                  subsequent inflight shutdown on a subsequent flight leg for
                  the same problem because corrective action has not been taken
                  will be excluded.

Page 24 of 43
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the Commission pursuant to a request for confidential treatment pursuant to
Rule 406 under the Securities Act of 1933, as amended.


<Page>

         D.       REPORTING OF ELIGIBLE INFLIGHT SHUTDOWNS

                  Eligible Inflight Shutdowns shall be reported to IAE by
                  JetBlue within thirty days after the date of such Inflight
                  Shutdown using IAE Form IFSD Rev 1, July 95 together with such
                  other information as may be needed to determine the
                  Eligibility of the Inflight Shutdown. Each such Form shall be
                  verified by an authorized IAE Representative before
                  submission. Should it be necessary for him to disqualify a
                  reported Inflight Shutdown, supporting information will be
                  furnished.

                  Flight hours accumulated by Eligible Engines during each month
                  during the Period of Guarantee shall be reported by JetBlue
                  within thirty days after each month's end to IAE on IAE Form
                  IFSD Rev 1, July 95 unless other procedures are established
                  for the reporting of flight hours.

         E.       CREDIT ALLOWANCE CALCULATION

                  A credit of [****] U.S. Dollars will be granted by IAE for
                  each Eligible Inflight Shutdown determined as calculated below
                  to be in excess of the Guaranteed Rate during the Period of
                  Guarantee. An annual calculation will be made no later than
                  sixty days after each yearly anniversary of the commencement
                  of the Period of Guarantee provided that the necessary
                  Inflight Shutdown records and Eligible Engine flight hour
                  information have been reported to IAE.

                  Each annual calculation will be made using data that will be
                  cumulative from the start of the Period of Guarantee. An
                  interim credit will be granted, if necessary, following the
                  annual calculations for the second year and each subsequent
                  year of the Period of Guarantee. If subsequent annual
                  calculations show that on a cumulative basis, a previous
                  interim credit (or portion thereof) was excessive, such excess
                  amount shall be subject to repayment which will be effected
                  by IAE issuing a debit against JetBlue's account with IAE.
                  Credits and debits will be applied to JetBlue's account with
                  IAE not later than thirty days following a calculation for the
                  second year and each subsequent year of the Period of
                  Guarantee, as applicable.

                  The Credit Allowance = (AI - GI) x [****] U.S. Dollars

                  Where:

                  AI   =   Total Eligible Inflight Shutdowns during the period
                           of the calculation;

                  GI   =   ([****]/1,000) x total Engine flight hours
                           accumulated on Eligible Engines during the
                           period of the calculation.

                  (NOTE:   GI will be rounded to the nearest whole number.)

Page 25 of 43
----------
[****] 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>

III      DEFINITIONS AND GENERAL CONDITIONS

         All of the Definitions and General Conditions of the V2500 Engine and
         Parts Service Policy shall apply to this Guarantee. Engines and
         Inflight Shutdowns excluded by the General Conditions of the Policy
         shall be excluded from this Guarantee.

IV       SPECIFIC CONDITIONS

         A.       The Guaranteed Rate is predicated on the use by JetBlue of:

                  1.       An average flight cycle of no less than 1.9 hours;

                  2.       Thrust levels which are derated an average of fifteen
                           percent (15%) for Takeoff relative to full Takeoff
                           ratings;

                  3.       An average Aircraft utilization equal to or less
                           than 3,800 flight hours per year;

                  4.       An Aircraft and Engine delivery schedule in respect
                           of the Firm Aircraft, Leased Aircraft and Firm Spare
                           Engines as described in the Contract to which this
                           Guarantee is attached; and

                  5.       An average ambient temperature at Takeoff which is no
                           greater than ISA + 3-DEG.- C.

         B.       IAE reserves the right to make appropriate adjustments to the
                  Guaranteed Rate if there is, during the Period of Guarantee,
                  (a) a variation from the conditions upon which the Guaranteed
                  Rate is predicated, or (b) a discontinuation of operation by
                  JetBlue of any Engine or any V2500 powered Aircraft subsequent
                  to delivery to JetBlue, or (c) if JetBlue takes Option
                  Aircraft or Option Spare Engines.

         C.       In the event credits are issued under Section II, such credits
                  will be dedicated to the procurement of Parts aimed at
                  correction of the situations contributing to excess Inflight
                  Shutdowns. Accordingly, JetBlue and IAE will establish jointly
                  the modifications or Parts to be selected, and JetBlue will
                  incorporate the changes into Eligible Engines.

V        EXCLUSION OF BENEFITS

         The intent of this Guarantee is to provide specified benefits to
         JetBlue as a result of the failure of Eligible Engines to achieve the
         reliability level stipulated in the Guarantee. It is not the intent,
         however, to duplicate benefits provided to JetBlue under any other
         applicable guarantee, sales warranty, service policy, or any


Page 26 of 43

<Page>

      special benefit of any kind as a result of the same failure. Therefore,
      the terms and conditions of this Guarantee notwithstanding, if the terms
      of this Guarantee should make duplicate benefits available to JetBlue from
      IAE or any third-party, JetBlue may elect to receive the benefits under
      this Guarantee or under any of the other benefits described above, but not
      both.



May 2001
Page 27 of 43

<Page>


                                  EXHIBIT D-7

                   V2500 FUEL CONSUMPTION RETENTION GUARANTEE



May 2001
Page 28 of 43

<Page>

                    V2500-A5 FUEL CONSUMPTION RETENTION GUARANTEE

I        INTRODUCTION

         IAE assures JetBlue that during the [****] year period commencing
         with JetBlue's first commercial operation of Aircraft (including for
         purposes of this Guarantee, the Leased Aircraft) powered by V2500-A5
         Engines, the fleet average cruise fuel consumption for Eligible Engines
         will not have increased by more than a Guaranteed Rate of [****]. Under
         this Guarantee, if the fleet average cruise fuel consumption for
         Eligible Engines exceeds the Guaranteed Rate at the end of the
         Guarantee Period, IAE will credit JetBlue's account with IAE an amount
         in respect of excess fuel consumed for that portion of the Period of
         the Guarantee that the Guarantee level has been exceeded.

II       GUARANTEE

         A.    PERIOD OF GUARANTEE

               The Period of Guarantee will start on the date JetBlue
               initiates commercial operation of its first Aircraft
               (including for purposes of this Guarantee, the Leased
               Aircraft) powered by Eligible Engines and will terminate
               [****] years from that date.

         B.    ELIGIBLE ENGINES

               The Engines that will be Eligible under this Guarantee shall
               be new Firm Aircraft and new Firm Spare Engines which are
               owned or operated by JetBlue during the Period of Guarantee
               and which have been acquired pursuant to the Contract to which
               this Guarantee is attached and the related proposal or
               contract for delivery of Aircraft, and shall also include for
               purposes of this Guarantee, the Leased Aircraft. The Engines
               shall remain Eligible provided that JetBlue or its authorized
               maintenance facility maintains them in accordance with the IAE
               instructions and recommendations contained in the applicable
               IAE publications including the latest Maintenance Management
               Plan for JetBlue.

         C.    FUEL CONSUMPTION MEASUREMENT

               The inflight data required for administration of this
               Guarantee will be obtained by JetBlue during stable cruise
               conditions using ECM data recordings and the ECM II software
               available from IAE (requires the ECM sales order option from
               Airbus).

               Provided that:

----------
[****] 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 29 of 43

<Page>

               a)    the fuel consumption data for any Eligible Engine on
                     which the engine parameters indicate a possible
                     malfunction (including associated Aircraft systems),
                     other than normal gas path deterioration, that is
                     subsequently confirmed by maintenance action will not be
                     considered acceptable data, and

               b)    data which is obviously inaccurate under normal engine
                     monitoring practices will not be considered acceptable
                     data; this type of data will be rejected unless JetBlue
                     validity checks have established that Total Air
                     Temperature, Fuel Flow Aircraft and Engine Bleed Systems
                     and other Aircraft parameters are within normal
                     operating ranges.

         D.    PERIODIC FLEET AVERAGE CRUISE FUEL CONSUMPTION DETERIORATION

               The Periodic Fleet Average Cruise Fuel Consumption
               Deterioration shall be the average of the Cruise Fuel Flow
               Deterioration for all installed Eligible Engines for a 30 day
               reporting period. This is to be reported to IAE every 30 days.

         E.    FLEET AVERAGE CRUISE FUEL CONSUMPTION DETERIORATION

               The Fleet Average Cruise Fuel Consumption Deterioration is the
               average of the Periodic Fleet Average Cruise Fuel Consumption
               Deterioration values for all 30 day periods during the Period
               of Calculation (cumulative from start of Period of Guarantee
               to end of the third, fifth, seventh, ninth, eleventh,
               thirteenth and fifteenth years).

         F.    OPERATIONAL DATA

               JetBlue shall provide the following data to IAE as indicated
               during the Period of the Guarantee:

               1.    Total quantity of fuel consumed by Eligible Engines
                     during the Period (U.S. Gallons), every thirty days.

               2.    Average cost of fuel to JetBlue over the Period of
                     Guarantee (U.S. Dollars per U.S. Gallon), every
                     thirty days.

               3.    Aircraft operating hours for each 30 day period
                     during the Period of Guarantee

               4.    Engine maintenance action information, as requested.

               Alternatively;


Page 30 of 43

<Page>

               IAE is agreeable to the use of the Airbus performance model to
               estimate the total fuel consumption during the period of
               guarantee (using typical JetBlue V2500-A5 powered A320 family
               aircraft operating characteristics). Average cost of fuel to
               be agreed between IAE and JetBlue based on typical fuel costs
               in the appropriate area of operation during the period of
               guarantee. JetBlue shall notify IAE in writing of its
               selection prior to the end of the first settlement period.

         G.    EXCESS FUEL CONSUMPTION CREDIT CALCULATION

         If at the end of each Period of Calculation the Fleet Average Fuel
         Consumption Deterioration exceeds the Guaranteed Rate, IAE will
         grant JetBlue a credit in respect to excess fuel consumption
         calculated in accordance with the following formula:

         C = (D-GR)% YHF

         where:

               C  = the amount of the credit in U.S. dollars

               D  = the Fleet Average Fuel Consumption Deterioration (in
                    percent)

               GR = the Guaranteed Rate

               Y  = initial cruise fuel flow of new Eligible Engines expressed
                    in U.S. gallons per hour to be established within 30 days
                    of start of operation (per ECM II program)

               H  = the total of all flight hours flown by JetBlue's Eligible
                    Engines during that portion of the Period of Guarantee
                    that the Guarantee level has been exceeded.

               F  = The average net cost to JetBlue in U.S. Dollars per U.S.
                    Gallon of aviation fuel consumed by JetBlue during the
                    Period of Guarantee.

III      DEFINITIONS AND GENERAL CONDITIONS

         All of the Definitions and General Conditions of the V2500 Engine and
         Parts Service Policy shall apply to this Guarantee. In the case of
         conflict between the Definitions and General Conditions of the Service
         Policy and the terms and conditions of this Plan, this Plan shall
         govern.

IV       SPECIFIC CONDITIONS

         A.    The Guaranteed Rate is predicated on the use by JetBlue of:


Page 31 of 43

<Page>

               1.    An average flight cycle of no less than 1.9 hours;

               2.    Thrust levels which are derated an average of fifteen
                     percent (15%) for Takeoff relative to full Takeoff
                     ratings;

               3.    An average Aircraft utilization equal to or less than
                     3,800 flight hours per year;

               4.    An Aircraft and Engine delivery schedule in respect of
                     the Firm Aircraft, Leased Aircraft and Firm Spare
                     Engines as described in the Contract to which this
                     Guarantee is attached; and

               5.    An average ambient temperature at Takeoff which is no
                     greater than ISA + 3-DEG.- C.

         B.    IAE reserves the right to make appropriate adjustments to the
               Guaranteed Rate if there is, during the Period of Guarantee,
               (a) a variation from the conditions upon which the Guaranteed
               Rate is predicated, or (b) a discontinuation of operation by
               JetBlue of any Engine or any V2500 powered Aircraft subsequent
               to delivery to JetBlue, or (c) if JetBlue takes Option
               Aircraft or Option Spare Engines.

V        EXCLUSION OF BENEFITS

         The intent of this Guarantee is to provide specified benefits to
         JetBlue as a result of the failure of Eligible Engines to achieve the
         performance level stipulated in the Guarantee. It is not the intent,
         however, to duplicate benefits provided to JetBlue by IAE or any other
         source under any applicable guarantee, sales warranty, service policy,
         or any special benefit of any kind as a result of the same failure.
         Therefore, the terms and conditions of this Guarantee notwithstanding,
         if the terms of this Guarantee should make duplicate benefits
         available to JetBlue, JetBlue may elect to receive the benefits under
         this Guarantee or under any of the other benefits described above, but
         not both.


Page 32 of 43

<Page>

                                   EXHIBIT D-8

                     V2500 EXHAUST GAS TEMPERATURE GUARANTEE


Page 33 of 43

<Page>

                    V2500 EXHAUST GAS TEMPERATURE GUARANTEE

I        INTRODUCTION

         IAE assures JetBlue that during the first [****] hours of operation of
         each V2500 Engine (including for purposes of this Guarantee, the Leased
         Aircraft), the maximum stabilized takeoff exhaust gas temperature will
         not exceed the Certified Limit. Under this Guarantee if it is confirmed
         that the Certified Limit has been exceeded, IAE will credit JetBlue's
         account with IAE in the amount of [****] USD. For the purpose of this
         Guarantee, the Certified Limit is exceeded if the Engine will not
         achieve the specified engine pressure ratio for takeoff thrust without
         exceeding the Certified Limit for its Exhaust Gas Temperature.

II       GUARANTEE

         A.       PERIOD OF GUARANTEE

                  The Period of Guarantee for each Eligible Engine will start on
                  the date JetBlue initiates commercial operation of its first
                  Aircraft (including for purposes of this Guarantee, the Leased
                  Aircraft) powered by such Engine and will terminate [****]
                  years from that date or upon the expiration of the first
                  [****] hours of operation of such Engine, whichever is the
                  sooner.

         B.       ELIGIBLE ENGINES

                  The Engines that will be Eligible under this Guarantee shall
                  be new Firm Aircraft and new Firm Spare Engines which are
                  owned or operated by JetBlue during the Period of Guarantee
                  and which have been acquired pursuant to the Contract to which
                  this Guarantee is attached and the related proposal or
                  contract for delivery of Aircraft, and shall also include for
                  purposes of this Guarantee, the Leased Aircraft. The Engines
                  shall remain Eligible provided that JetBlue or its authorized
                  maintenance facility maintains them in accordance with the IAE
                  instructions and recommendations contained in the applicable
                  IAE publications including the latest Maintenance Management
                  Plan for JetBlue

         C.       RESTORATION OF INSTALLED ENGINE

                  If during the Period of Guarantee, the maximum stabilized
                  takeoff exhaust gas temperature of an Eligible Engine
                  installed in an Aircraft operated by JetBlue exceeds the
                  Certified Limit, JetBlue shall undertake on-wing Engine
                  maintenance recommended by IAE, with technical assistance
                  provided by IAE, to restore the performance of that Engine.

----------
[****] 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 34 of 43

<Page>

         D.       CALIBRATION OF REMOVED ENGINE

                  If the performance of an installed Eligible Engine cannot be
                  restored by the maintenance recommended under Section II,
                  Paragraph C, JetBlue shall promptly remove such Engine from
                  the Aircraft and dispatch it at its cost for calibration in an
                  IAE designated test cell. If such calibration verifies that
                  the exhaust gas temperature of the Engine is not in excess of
                  the Certified Limit or it is established that any excess is
                  due to causes which are excluded by the General Conditions in
                  Section III, then the cost of such test cell calibration and
                  associated transportation will be borne by JetBlue.

         E.       CREDIT ALLOWANCE

                  A credit of [****] USD will be granted by IAE for each event
                  not meeting the requirements set forth in Section I of this
                  guarantee and as verified by Section II, Paragraph D above.

III      SPECIFIC CONDITIONS

         A.       The Guaranteed Rate is predicated on the use by JetBlue of:

                  1.       An average flight cycle of no less than [****]
                           hours;

                  2.       Thrust levels which are derated an average of
                           [****] for Takeoff relative to full Takeoff
                           ratings;

                  3.       An average Aircraft utilization equal to or less than
                           [****] flight hours per year;

                  4.       An Aircraft and Engine delivery schedule in respect
                           of the Firm Aircraft, Leased Aircraft and Firm Spare
                           Engines as described in the Contract to which this
                           Guarantee is attached; and

                  5.       An average ambient temperature at Takeoff which is no
                           greater than ISA + 3 DEG. C.

         B.       IAE reserves the right to make appropriate adjustments to the
                  Guaranteed Rate if there is, during the Period of Guarantee,
                  (a) a variation from the conditions upon which the Guaranteed
                  Rate is predicated, or (b) a discontinuation of operation by
                  JetBlue of any Engine or any V2500 powered Aircraft subsequent
                  to delivery to JetBlue, or (c) if JetBlue takes Option
                  Aircraft or Option Spare Engines.

IV       DEFINITIONS AND GENERAL CONDITIONS

----------
[****] 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 35 of 43

<Page>

         All of the Definitions and General Conditions of the V2500 Engine and
         Parts Service Policy shall apply to this Guarantee. Engines excluded by
         the General Conditions of the Policy shall be excluded from this
         Guarantee.

V        EXCLUSION OF BENEFITS

         The intent of this Guarantee is to provide specified benefits to
         JetBlue as a result of the failure of Eligible Engines to achieve the
         performance level stipulated in the Guarantee. It is not the intent,
         however, to duplicate benefits provided to JetBlue under any other
         applicable guarantee, sales warranty, service policy, or any special
         benefit of any kind as a result of the same failure. Therefore, the
         terms and conditions of this Guarantee notwithstanding, if the terms of
         this Guarantee should make duplicate benefits available to JetBlue from
         IAE or any third-party, JetBlue may elect to receive the benefits under
         this Guarantee or under any of the other benefits described above, but
         not both.


Page 36 of 43

<Page>

                                   EXHIBIT D-9

                        V2500 MAINTENANCE COST GUARANTEE


Page 37 of 43

<Page>

                        V2500 MAINTENANCE COST GUARANTEE

I        INTRODUCTION

         IAE assures JetBlue that by the end of the [****] year period
         commencing with JetBlue's first commercial operation of Aircraft
         (including for purposes of this Guarantee, the Leased Aircraft) powered
         by V2500 Engines, the cumulative cost of Eligible Maintenance for
         Eligible Engines will not, subject to escalation, exceed a Guaranteed
         Cost Rate of U.S. [****] per Eligible Engine flight hour. Under this
         Guarantee, if the cumulative cost per Eligible Engine flight hour for
         Eligible Maintenance of JetBlue's Engines over the Period of the
         Guarantee exceeds the escalated Guaranteed Cost Rate, IAE will credit
         JetBlue's account with IAE an amount of [****] of the excess.

II       GUARANTEE

         A.    PERIOD OF GUARANTEE

               The Period of Guarantee will start on the date JetBlue
               initiates commercial operation of its first Aircraft (including
               for purposes of this Guarantee, the Leased Aircraft) powered by
               Eligible Engines and will terminate [****] years from
               that date.

         B.    ELIGIBLE ENGINES

               The Engines that will be Eligible under this Guarantee shall
               be new Firm Aircraft and new Firm Spare Engines which are
               owned or operated by JetBlue during the Period of Guarantee
               and which have been acquired pursuant to the Contract to
               which this Guarantee is attached and the related proposal or
               contract for delivery of Aircraft, and shall also include for
               purposes of this Guarantee, the Leased Aircraft. The Engines
               shall remain Eligible provided that JetBlue or its authorized
               maintenance facility maintains them in accordance with the
               IAE instructions and recommendations contained in the
               applicable IAE publications including the latest Maintenance
               Management Plan for JetBlue

         C.    ELIGIBLE MAINTENANCE

               Eligible Maintenance shall comprise maintenance of Eligible
               Engines or Parts thereof required for the following reasons:

                  1.       a Failure of a Part in such Eligible Engines;

                  2.       foreign object damage caused by the ingestion of
                           birds, hailstones or runway gravel;

----------
[****] 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 38 of 43

<Page>

                  3.       an Airworthiness Directive issued by the applicable
                           Certification Authority;

                           and

                  4.       maintenance as recommended by IAE.

         D.       ELIGIBLE MAINTENANCE COSTS

                  Eligible Maintenance Costs shall comprise:

                  i)       PARTS COSTS which shall comprise the costs to
                           JetBlue of all Parts removed from Eligible Engines
                           during Eligible Maintenance which are unfit for
                           further service except Parts removed upon expiry of
                           their Limited Life and vendor proprietary accessories
                           and parts therein;

                  ii)      LABOR COSTS which shall comprise direct shop labor
                           man hours actually incurred during Eligible
                           Maintenance valued at the labor rate established by
                           IAE for JetBlue; and

                  iii)     OUTSIDE SERVICES COSTS which shall comprise costs
                           invoiced to JetBlue for Eligible Proprietary Repair
                           Maintenance undertaken by outside contractors
                           approved by IAE.

         E.       NET MAINTENANCE COST

                  Within thirty days following each anniversary of the
                  commencement of the Period of Guarantee, JetBlue will report
                  to IAE the Eligible Maintenance Costs incurred by JetBlue
                  during the preceding year together with a statement of any
                  contributions received from IAE or third parties towards such
                  Eligible Maintenance Costs. Within the following sixty days,
                  IAE and JetBlue will jointly calculate the Net Maintenance
                  Cost for that year making appropriate reductions for
                  contributions received by JetBlue from IAE and third parties
                  and for disallowed costs incurred by JetBlue on maintenance
                  undertaken contrary to IAE recommendations or at labor rates
                  exceeding the warranty labor rate established by IAE or
                  otherwise excluded from this Guarantee.

         F.       GUARANTEED MAINTENANCE COST

                  Within thirty days following each anniversary of the
                  commencement of the Period of Guarantee, JetBlue will report
                  to IAE the flight hours of Eligible Engines operated by
                  JetBlue in the preceding year. Within the following sixty
                  days, IAE and JetBlue will jointly calculate the

Page 39 of 43

<Page>

                  Guaranteed Maintenance Cost for JetBlue for that year using
                  the following formula:

                           GMC = A x Escalated GCR

                           where:

                           A is the flight hours of Eligible Engines operated by
                           JetBlue in that year;

                           Escalated GCR is the Escalated Guaranteed Cost Rate
                           for that year;

                  and the Escalated Guaranteed Cost Rate for any year is
                  calculated by determining the arithmetic average of the
                  Guaranteed Cost Rates calculated for each month of that year
                  using the IAE MCG Escalation Formula attached to this Contract
                  as Appendix A for the base month of 1 January 2000.

         G.       ANNUAL STATEMENT

                  Within one hundred and twenty days following the second and
                  each subsequent anniversary of the commencement of the Period
                  of Guarantee, IAE will credit JetBlue's account with IAE an
                  amount equal to [****] of the difference between the sum of
                  the Net Maintenance Costs for each preceding year and the sum
                  of the Guaranteed Maintenance Costs for each preceding year.
                  If subsequent annual calculations show that on a cumulative
                  basis, a previous interim credit (or portion thereof) was
                  excessive, such excess amount shall be subject to repayment
                  which will be effected by IAE issuing a debit against
                  JetBlue's account with IAE.

III      DEFINITIONS AND GENERAL CONDITIONS

         All of the Definitions and General Conditions of the V2500 Engine and
         Parts Service Policy shall apply to this Guarantee. Engines and Engine
         Maintenance excluded by the General Conditions of the Policy shall be
         excluded from this Guarantee except that Engine Maintenance resulting
         from ingestion of birds, hailstones or runway gravel shall be included
         as Eligible under this Guarantee.

IV       SPECIFIC CONDITIONS

         A.       The Guaranteed Cost Rate is predicated on the use by JetBlue
                  of:

                  1.       An average flight cycle of no less than [****] 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.

Page 40 of 43

<Page>

                  2.       Thrust levels which are derated an average of fifteen
                           percent (15%) for Takeoff relative to full Takeoff
                           ratings;

                  3.       An average Aircraft utilization equal to or less than
                           3,800 flight hours per year;

                  4.       An Aircraft and Engine delivery schedule in respect
                           of the Firm Aircraft, Leased Aircraft and Firm Spare
                           Engines as described in the Contract to which this
                           Guarantee is attached; and

                  5.       An average ambient temperature at Takeoff which is no
                           greater than ISA + 3 DEG. C.

         B.       IAE reserves the right to make appropriate adjustments to the
                  Guaranteed Rate if there is, during the Period of Guarantee,
                  (a) a variation from the conditions upon which the Guaranteed
                  Rate is predicated, or (b) a discontinuation of operation by
                  JetBlue of any Engine or any V2500 powered Aircraft subsequent
                  to delivery to JetBlue, or (c) if JetBlue takes Option
                  Aircraft or Option Spare Engines.

         C.       In the event credits are issued under Section II, Paragraph F,
                  such credits will be dedicated to the procurement of parts
                  aimed at correction of the situations contributing to excess
                  Engine Maintenance Costs. Accordingly, JetBlue and IAE will
                  establish jointly the modifications or Parts to be selected,
                  and JetBlue will incorporate the changes into Eligible
                  Engines.

V        EXCLUSION OF BENEFITS

         The intent of this Guarantee is to provide specified benefits to
         JetBlue as a result of the failure of Eligible Engines to achieve the
         maintenance cost level stipulated in the Guarantee. It is not the
         intent, however, to duplicate benefits provided to JetBlue under any
         other applicable guarantee, sales warranty, service policy, or any
         special benefit of any kind as a result of the same failure. Therefore,
         the terms and conditions of this Guarantee notwithstanding, if the
         terms of this Guarantee should make duplicate benefits available to
         JetBlue from IAE or any third-party, JetBlue may elect to receive the
         benefits under this Guarantee or under any of the other benefits
         described above, but not both.


Page 41 of 43

<Page>

                                   APPENDIX A

                             MCG ESCALATION FORMULA

1.       MSR for each month shall be calculated from MSRb as follows:
                                                   n
         MSR=MSRb([****] L + [****]M + [****]E )[****]
                         --        --        --
                         Lo        Mo        Eo

         Where:

         MSR and MSRb have the definitions given to them in the FHA;

         n    =   the number of months after the Base Month for which the
                  Maintenance Service Charge is being calculated.

         Lo   =   the "Average Hourly Earnings of Aircraft Engine and Engine
                  Parts Production Workers" SIC Code 3724 published by the
                  Bureau of Labor Statistics in the U.S. Department of Labor for
                  the month preceding the base month by four months.

         L    =   the "Average Hourly Earnings of Aircraft Engine and Engine
                  Parts Production Workers" SIC Code 3724 for the month
                  preceding the month of delivery or other date of determination
                  by four months.

         Mo   =   the "Producer Price Index, Code 10, for Metals and Metal
                  Products" published by the Bureau of Labor Statistics in the
                  U.S. Department of Labor for the month preceding the base
                  month by four months.

         M    =   the "Producer Price Index, Code 10, for Metals and Metal
                  Products" for the month preceding the month of delivery or
                  other date of determination by four months.

         Eo   =   the "Producer Price Index, Code 5, for Fuel and Related
                  Products and Power" published by the Bureau of Labor
                  Statistics in the U.S. Department of Labor for the month
                  preceding the base month by four months.

         E    =   the "Producer Price Index, Code 5, for Fuel and Related
                  Products and Power" for the month preceding the month of
                  delivery or other date of determination by four months.

2.       The values of the factors [****] L and [****] M and [****] E
                                          --           --           --
                                          Lo           Mo           Eo


----------
[****] 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 42 of 43

<Page>



         respectively, shall be determined to the nearest fourth decimal place.
         If the fifth decimal is five or more, the fourth decimal place shall be
         raised to the next higher number.

3.       If the U.S. Department of Labor ceases to publish the above statistics
         or modifies the basis of their calculation, then IAE may substitute any
         officially recognized and substantially equivalent statistics.

4.       If the application of the above formula would result in a purchase
         price, which is lower than the unit base price, the unit base price
         shall be deemed to be the purchase price for such supplies.



Page 43 of 43


<Page>

[LOGO]

9 August 2001

JetBlue Airways Corporation
19 Old Kings Highway South, Suite 23
Darien, Connecticut 06820
Attention: Vice President and Treasurer

Subject: Side letter No. 7 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 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. 7 describes certain additional Purchased Item scheduling
flexibility and payment terms.

1        The definition of "Aircraft" set forth in Clause 1.1 of the Contract
         is removed in its entirety and replaced by the following new
         Clause 1.1 as follows:

         "1.1     "Aircraft" shall mean (i) the thirty-three (33) new Airbus
                  A320-200 aircraft each powered by V2527-A5 Propulsion Systems
                  bearing Rank No. 1 through 34 in the delivery schedule
                  attached as Exhibit B-1 hereto, but excluding the aircraft
                  bearing Rank No. 18 (the "Firm First Deal Aircraft"), (ii) the
                  thirty-one (31) new Airbus A320-200 aircraft each powered by
                  V2527-A5 Propulsion Systems bearing Rank No. 35 through 64 in
                  the delivery schedule attached as Exhibit B-1 hereto, but
                  including the aircraft bearing Rank No. 18 (the "Firm Second
                  Deal Aircraft; together with the Firm First Deal Aircraft, the
                  "Firm Aircraft"), (iii) JetBlue's option to purchase thirty
                  (30) new Airbus A320 family aircraft each powered by V2500-A5
                  Propulsion Systems (the "Option A320 Aircraft"), and (iv) and
                  reserve options to purchase twenty-nine (29) new Airbus A320
                  family aircraft each powered by V2500-A5 Propulsion Systems
                  (the "Reserve Option Aircraft;" together with the Option A320
                  Aircraft, the

Page 1 of 5

<Page>


            "Option Aircraft"), all for delivery as set forth in Exhibit B-1 to
            this Contract."

2.    Exhibit B-1 to the Contract is removed in its entirety and replaced by new
      Exhibit B-1 attached hereto.

Except as expressly amended by this Side Letter No. 7 all provisions of the
Contract 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/ Michael P. Field                    /s/ [ILLEGIBLE]
-------------------------------------   ----------------------------------------
Name                                    Name

                                                     VICE PRESIDENT
-------------------------------------   ----------------------------------------
Title                                   Title

          MICHAEL P. FIELD                          AUGUST 8th, 2001
       SENIOR VICE PRESIDENT            ----------------------------------------
      SALES & CUSTOMER SUPPORT          Date
   INTERNATIONAL AERO ENGINES AG

               8/9/01
-------------------------------------
Date



August 2001
Page 2 of 5


<Page>

                                   EXHIBIT B-1

                           AIRCRAFT DELIVERY SCHEDULES

                                As of August 2001
<Table>
<Caption>

RANK NO.          AIRCRAFT               DELIVERY
--------          --------               --------
<S>               <C>                    <C>
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          [****] 2003
No. 26            Firm Aircraft          [****] 2003
No. 27            Firm Aircraft          [****] 2003
No. 28            Firm Aircraft          [****] 2003
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          [****] 2004
No. 35            Firm Aircraft*         [****] 2004
No. 36            Firm Aircraft*         [****] 2004
No. 37            Firm Aircraft*         [****] 2004
No. 38            Firm Aircraft*         [****] 2004
No. 39            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 406 under the Securities Act of 1933, as amended.

Page 3 of 5


<Page>

No. 40            Firm Aircraft*         [****] 2004
No. 41            Firm Aircraft*         [****] 2004
No. 42            Firm Aircraft*         [****] 2004
No. 43            Firm Aircraft*         [****] 2004
No. 44            Firm Aircraft*         [****] 2004
No. 45            Firm Aircraft*         [****] 2005
No. 46            Firm Aircraft*         [****] 2005
No. 47            Firm Aircraft*         [****] 2005
No. 48            Firm Aircraft*         [****] 2005
No. 49            Firm Aircraft*         [****] 2005
No. 50            Firm Aircraft*         [****] 2005
No. 51            Firm Aircraft*         [****] 2005
No. 52            Firm Aircraft*         [****] 2005
No. 53            Firm Aircraft*         [****] 2005
No. 54            Firm Aircraft*         [****] 2005
No. 55            Firm Aircraft*         [****] 2006
No. 56            Firm Aircraft*         [****] 2006
NO. 57            Firm Aircraft*         [****] 2006
No. 58            Firm Aircraft*         [****] 2006
No. 59            Firm Aircraft*         [****] 2006
No. 60            Firm Aircraft*         [****] 2007
No. 61            Firm Aircraft*         [****] 2007
No. 62            Firm Aircraft*         [****] 2007
No. 63            Firm Aircraft*         [****] 2007
No. 64            Firm Aircraft*         [****] 2007

*Firm Second Deal Aircraft

OPTION AIRCRAFT
---------------
No. 65            Option Aircraft        [****] 2004
No. 66            Option Aircraft        [****] 2004
No. 67            Option Aircraft        [****] 2004
No. 68            Option Aircraft        [****] 2004
No. 68            Option Aircraft        [****] 2005
No. 69            Option Aircraft        [****] 2005
No. 70            Option Aircraft        [****] 2006
No. 71            Option Aircraft        [****] 2006
No. 72            Option Aircraft        [****] 2006
No. 73            Option Aircraft        [****] 2006
No. 74            Option Aircraft        [****] 2006
No. 75            Option Aircraft        [****] 2006
No. 76            Option Aircraft        [****] 2006
No. 77            Option Aircraft        [****] 2007
No. 78            Option Aircraft        [****] 2007
No. 79            Option Aircraft        [****] 2007
No. 80            Option Aircraft        [****] 2007


----------
[****] 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 4 of 5


<Page>



No. 81            Option Aircraft        [****] 2007
No. 82            Option Aircraft        [****] 2007
No. 83            Option Aircraft        [****] 2007
No. 84            Option Aircraft        [****] 2008
No. 85            Option Aircraft        [****] 2008
No. 86            Option Aircraft        [****] 2008
No. 87            Option Aircraft        [****] 2008
No. 88            Option Aircraft        [****] 2008
No. 89            Option Aircraft        [****] 2008
No. 90            Option Aircraft        [****] 2008
No. 91            Option Aircraft        [****] 2008
No. 92            Option Aircraft        [****] 2008
No. 93            Option Aircraft        [****] 2008

</Table>

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 twenty-nine (29) 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
twenty-one months notice to Airbus. No dates 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.

<Table>
<Caption>
      LEASED AIRCRAFT
                 YEAR        NUMBER      DELIVERY PERIOD
                 ----        ------      ---------------
<S>                          <C>         <C>
                 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
</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.

Page 5 of 5


<PAGE>

                   [LETTERHEAD OF INTERNATIONAL AERO ENGINES]

31 October 2001

JetBlue Airways Corporation
19 Old Kings Highway South, Suite 23
Darien, Connecticut 06820
Attention: Vice President and Treasurer

Subject:    Side letter No. 8 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 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. 8 provides flexibility to JetBlue on the payment terms for
certain Purchased Item and sets forth terms and conditions for advancing certain
Fleet Introductory Credits to JetBlue.

1.    PREDELIVERY PAYMENT DEFERRALS

      IAE hereby agrees to allow JetBlue to defer two (2) pre-delivery deposit
      payments due to be paid to IAE in [****] 2001 for Purchased Items numbers
      5 and 6 scheduled for delivery in [****] 2002 and [****] 2003,
      respectively, as follows:

      (i)   that certain deposit of [****] percent ([****]%) of the Estimated
            Purchase Price, in the amount of U.S.$[****], which is to be paid
            to IAE [****] months before the scheduled delivery of Purchased Item
            No. 5 (the "[****] Month PDP Amount"), and

      (ii)  that certain deposit of [****] percent ([****]%) of the Estimated
            Purchase Price, in the amount of U.S.$[****], which is to be
            paid to IAE [****] months before the scheduled delivery of
            Purchased Item No.


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

            6 (the "[****] Month PDP Amount," together with the [****] Month
            PDP Amount, the "PDP Amounts"),

      shall now in each case be due and payable to IAE in [****] 2002 at the
      time of the scheduled delivery of Purchased Item No. 4, or should such
      Purchased Item not be delivered in [****] as scheduled, no later than
      the last business day of [****] 2002.

2.    ADVANCED FLEET INTRODUCTORY CREDITS

      IAE agrees to advance certain Fleet Introductory Credits to JetBlue as
      follows:

      (i)   with respect to the Aircraft ranked Nos. 11, 12 and 13, which are
            scheduled for delivery on [****] 2001, [****] 2001 and [****]
            2001, respectively (the "Credit Advance Aircraft"), IAE will advance
            to JetBlue, in addition to the credits already to be provided under
            the Agreement, an additional credit amount with each one of these
            three (3) aircraft only, which is equal (the "FIA Credits") to the
            following: [****]

      JetBlue agrees to that the total amount of such FIA Credits shall be
      repaid to IAE as follows:

      (ii)  commencing with Aircraft No. 14 onwards, IAE shall automatically
            reduce the credit to be provided by IAE on delivery of each aircraft
            at a fixed rate of U.S.$[****] per Aircraft at the time of delivery
            of the Aircraft to JetBlue until the total amount of the FIA Credits
            advanced to JetBlue under this Side Letter No. 8 has been repaid in
            full to IAE (the "Repayment Aircraft"); PROVIDED, HOWEVER, that with
            respect to Aircraft No. 18 only, which is scheduled to be delivered
            in [****] 2002, IAE shall automatically reduce the credit to be
            provided by IAE on delivery of such aircraft by an amount equal to
            the following: [****]


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

            [****]

      JetBlue and IAE hereby agree that if JetBlue fails to take delivery of a
      Credit Advance Aircraft or any Repayment Aircraft, or informs IAE or
      Airbus, or IAE in its sole discretion determines, that it will not take
      delivery, of any or all of such Aircraft and spare engines it has firmly
      committed to IAE to purchase, then IAE will immediately cease advancing
      any more FIA Credits to JetBlue and JetBlue will promptly pay to IAE the
      PDP Amounts and any FIA Credits already advanced to JetBlue. In addition,
      if:

      (a)   The present ownership of JetBlue, or a portion thereof which is
            greater than 50 percent of the present ownership is transferred to a
            third party, or there has been a change in the beneficial ownership
            of the total voting power of all classes of stock then outstanding
            which are normally entitled to vote in the election of JetBlue's
            directors. If JetBlue can demonstrate to the satisfaction of IAE
            that the surviving company resulting from the transfer is at least
            as credit worthy as JetBlue prior to such transfer then IAE will
            waive its rights under this Paragraph (a).

      (b)   JetBlue falls to make payment of any indebtedness for borrowed money
            which, in the aggregate, is greater than U.S.$[****] (or its
            equivalent in other currencies) when due (subject to any applicable
            period of grace) or any default or event of default occurs which
            causes such indebtedness to become, or to permit any person to
            declare the same, due prior to its normal maturity and such person
            has not waived its right to declare the same due.

      (c)   JetBlue commences any case, proceeding or other action with respect
            to JetBlue or its property in any jurisdiction relating to
            bankruptcy, insolvency, reorganization, dissolution, liquidation,
            winding-up, or relief from, or with respect to, or readjustment of,
            debts or obligations.

      (d)   JetBlue seeks the appointment of a receiver, trustee, custodian or
            other similar official for JetBlue for all or substantially all of
            its assets, or JetBlue makes a general assignment for the benefit of
            its creditors.

      (e)   JetBlue otherwise becomes the object of any case, proceeding or
            action of the type referred to in the preceding clauses (c) or (d)
            which remains unstayed, undismissed or undischarged for a period of
            sixty (60) days.


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

      (f)   An action is commenced against JetBlue seeking issuance of a warrant
            of attachment, execution, distraint or similar process against all
            or any substantial part of its assets which remains unstayed,
            undismissed or undischarged for a period of sixty (60) days; or

      (g)   In the opinion of IAE, a material adverse change has occurred with
            respect to the financial condition or operations of JetBlue since
            the date of this side letter.

      then, in the event that any of the conditions listed in the above
      paragraphs (a) through (g) occur, JetBlue will no longer receive any FIA
      Credits. JetBlue will instead immediately pay IAE in immediately available
      funds all PDP Amounts and FIA Credit Amounts already advanced together
      with interest on the late payment of any such amounts at [****] ([****]%),
      such rate to be determined as of the date that the original payments were
      due. An interest penalty for late payment will be applied from the date
      such PDP Amounts or FIA Credits were due to be paid to IAE until the date
      that IAE receives payment therefor.

3.    SETTLEMENT OF CLAIM

      JetBlue hereby agrees that in consideration of the cost to IAE, including
      the cost of money, in providing pre-delivery payment deferrals and FIA
      Credits to JetBlue, that JetBlue agrees that the IAE commitments hereunder
      are full and final settlement for any and all JetBlue claims arising from
      the late delivery by IAE to JetBlue of that certain V2500-A5 spare engine
      bearing serial number V11033.

Except as expressly amended by this Side Letter No. 8 all provisions of the
Agreement 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/ ILLEGIBLE                               /s/ T.E. Anderson
---------------------------------            -----------------------------------
Name                                         Name

       VP Finance & CFO                               VICE PRESIDENT
---------------------------------            -----------------------------------
Title                                        Title

       November 2, 2001                              NOVEMBER 2, 2001
---------------------------------            -----------------------------------
Date                                         Date


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

                   [Letterhead of International Aero Engines]

December 31, 2001

JetBlue Airways Corporation
19 Old Kings Highway South, Suite 23
Darien, Connecticut 06820
Attention: Vice President and Treasurer

Subject:    Side Letter No. 9 to the V2500 General Terms of Sale Agreement
            between JetBlue Airways Corporation and IAE International Aero
            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 "Contract"). 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. 9, entered into as of December 31, 2001, details JetBlue's
purchase of additional V2500-A5 powered A320 aircraft and expands IAE's
financial support for certain Firm Aircraft.

1.    PURCHASE OF ADDITIONAL AIRCRAFT

      a.    JetBlue hereby makes the firm and irrevocable election to exercise
            purchase rights for an additional ten (10) A320-200 aircraft each
            powered by V2527-A5 Propulsion Systems for delivery as set forth in
            the Exhibit B-1 to this Side Letter (the "Firm Third Deal
            Aircraft"),

      b.    The definition of "Aircraft" set forth in Clause 1.1 of the Contract
            is removed in its entirety and replaced by the following new Clause
            1.1:

      "1.1  "Aircraft" shall mean (i) the thirty-three (33) new Airbus A320-200
            aircraft each powered by V2527-A5 Propulsion Systems bearing Rank
            No. 1 through 40 in the delivery schedule attached as Exhibit B-1
            hereto, but excluding the aircraft bearing Rank Numbers 18, 23, 26,
            28, 30, 33, and 39 (the "Firm First Deal Aircraft"), (ii) the
            thirty-one (31) new Airbus A320-200 aircraft each powered by
            V2527-A5 Propulsion Systems



Page 1 of 14
<Page>

            bearing Rank No. 42 through 74 in the delivery schedule attached as
            Exhibit B-1 hereto, including the aircraft bearing Rank No. 18 (the
            "Firm Second Deal Aircraft"), but excluding the aircraft bearing
            Rank Numbers 41, 44, 63, and 64, (iii) the ten (10) new Airbus
            A320-200 aircraft each powered by V2527-A5 Propulsion Systems
            bearing Rank Numbers 23, 26, 28, 30, 33, 39, 41, 44, 63, and 64
            respectively (the "Firm Third Deal Aircraft"), (iv) JetBlue's option
            to purchase thirty (30) new Airbus A320 family aircraft each powered
            by V2500-A5 Propulsion Systems (the "Option A320 Aircraft"), and (v)
            and reserve options to purchase nineteen (19) new Airbus A320 family
            aircraft each powered by V2500-A5 Propulsion Systems (the "Reserve
            Option Aircraft;" together with the Option A320 Aircraft, the
            "Option Aircraft"), all for delivery as set forth in Exhibit B-1 to
            this Contract. The Firm First Deal Aircraft, Firm Second Deal
            Aircraft and Firm Third Deal Aircraft are together referred to as
            the "Firm Aircraft".

      c.    Exhibit B-1 to the Contract is removed in its entirety and replaced
            by new Exhibit B-1 attached hereto.

2.    FLEET EXPANSION ASSISTANCE FOR FIRM THIRD DEAL AIRCRAFT

      a.    To assist JetBlue with the expansion of its V2527-A5 powered A320
            family fleet, IAE will issue a credit to JetBlue's account with IAE
            in the amount of U.S.$[****] per aircraft for each of the Firm
            Third Deal Aircraft.

      b.    Each such credit will be issued upon delivery to and acceptance by
            JetBlue of the corresponding Firm Third Deal Aircraft.

      c.    Furthermore, each such credit shall be escalated using the IAE
            Escalation formula set forth in Exhibit B-2 to the Contract from a
            base month of [****], to the earlier of: (a) the scheduled
            delivery set forth in Exhibit B-1 to the Contract of the
            corresponding Firm Third Deal Aircraft; or (b) the actual delivery
            date of the corresponding Firm Third Deal Aircraft.

      d.    Each such credit described in Clause 2 may be used by JetBlue
            towards the purchase of V2500 Spare Parts, tooling and services from
            IAE, but unless JetBlue provides written notice to IAE at least
            ninety (90) days prior to delivery of each applicable Firm Third
            Deal Aircraft, the total amount of such credit available for such
            Aircraft shall be assigned to the Aircraft Manufacturer to be
            applied toward the payment for the Propulsion Systems for such Firm
            Third Deal Aircraft.



Page 2 of 14

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

      e.      In the event any credit, or portion thereof, under this Clause 2
              is assigned to the Aircraft Manufacturer, JetBlue acknowledges
              that the credit shall nor vest in the Aircraft Manufacturer until
              delivery to and acceptance by JetBlue of the respective Firm Third
              Deal Aircraft.

3.    ADDITIONAL FINANCIAL SUPPORT

      a.      In consideration of JetBlue's exercise of purchase rights for the
              Firm Third Deal Aircraft, IAE is pleased to provide advanced
              credits to JetBlue. These additional credits will be paid at the
              delivery of each of the Firm First Deal Aircraft listed in Exhibit
              A-1 to this Side Letter No. 9.

      b.      The amount of the credit (the "Third Deal Advanced Credits") for
              each of the Firm First Deal Aircraft listed in Exhibit A-l to this
              Side Letter No. 9 will be an additional credit amount which is
              equal to the following: [****]

      c.      Each of the Third Deal Advanced Credits will be issued upon
              delivery to end acceptance by Jet Blue of the corresponding Firm
              First Deal Aircraft.

      d.      Each such Third Deal Advanced Credits described may be used by
              JetBlue towards the purchase of V2500 Spare Parts, tooling and
              services from IAE, but unless JetBlue provides written notice to
              IAE at least ninety (90) days prior to delivery of each applicable
              Firm First Deal Aircraft, the total amount of such credit
              available for such Firm First Deal Aircraft shall be assigned to
              the Aircraft Manufacturer to be applied toward the payment for the
              Propulsion Systems for such Firm First Deal Aircraft.

4.    SPARE ENGINE PURCHASE

      a.      Clause 2.2.2 of the Contract is removed in its entirety and
              replaced by the following new Clause 2.2.2 as follows:

      "2.2.2  JetBlue hereby places a firm and unconditional order with IAE for
              the purchase of a minimum of twelve (12) new V2527-A5 spare
              Engines (the



Page 3 of 14

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

              "Firm Spare Engines") for delivery according to the schedule set
              forth in Exhibit B-2 to this Contract."

      b.      Section 3 to Side Letter No. 1 to the Contract is replaced in its
              entirety by new Section 3 as follows:

      "3.     SPARE ENGINE ASSISTANCE CREDIT

      3.1     To assist JetBlue in its purchase from IAE of new spare V2500
              Engines to support the JetBlue Aircraft, IAE will issue to
              JetBlue's account with IAE a credit in an amount equal to [****]
              percent ([****]%) of the Basic Contract Price of the Firm Spare
              Engines or Option Spare Engines, as the case may be, delivered in
              accordance with the schedule set forth in Exhibit B-2 to the
              Contract.

      3.2     Each such credit amount, escalated from the base month of [****]
              in accordance with the IAE Escalation Formula set forth in
              Exhibit B-2 to the Contract, will be escalated to the earlier of
              scheduled or actual delivery date of the corresponding Firm
              or Option Spare Engine. Each such credit may be used by JetBlue
              toward the final payment for the corresponding Firm or Option
              Spare Engine or for the purchase of V2500 spare parts from IAE.

              3.2.1   In the event of an inexcusable delay of the delivery of
                      such spare engine caused solely by IAE, the credit amounts
                      shall be escalated to the actual delivery date of the
                      corresponding Firm or Option Spare Engine.

      3.3     Each such credit will be issued upon the delivery to and
              acceptance by JetBlue of the corresponding spare Engine.
              Acceptance by JetBlue of this credit from IAE shall be deemed for
              this Contract confirmation of JetBlue's acceptance of the
              corresponding spare Engine.

      3.4     IAE agrees to make reasonable efforts to effect delivery of the
              Purchased Items under Clause 2.5.1 Ex-Works (INCOTERMS 1990)
              Connecticut, U.S.A."

5.    CREDIT AVAILABILITY AND REIMBURSEMENT

      a.      JetBlue and IAE hereby agree that if JetBlue fails to take
              scheduled delivery of any Firm Aircraft or informs IAE or Airbus,
              or IAE in its sole discretion determines, that it will not take
              scheduled delivery, of any or all of such Aircraft, then IAE will
              promptly discontinue the issuance of the Third Deal Advanced
              Credits to JetBlue and JetBlue will promptly repay to IAE (i) all
              FIA Credits (as such advanced credits are defined in Side Letter
              No. 8) not yet



Page 4 of 14

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

              repaid according to the terms of Side Letter No. 8 and (ii) all
              Third Deal Advanced Credits already paid to JetBlue, subject to
              the limitations in 5.b. below, with interest as set forth herein.
              Scheduled delivery is herein defined as delivery in accordance
              with the delivery schedule attached as Exhibit B-1 to this Side
              Letter No. 9. In addition, if:

                  (i)    The present ownership of JetBlue, or a portion thereof
                         which is greater than 50 percent of the present
                         ownership is transferred to a third party, or
                         there has been a change in the beneficial
                         ownership of the total voting power of all classes of
                         stock then outstanding which are normally entitled to
                         vote in the election of JetBlue's directors. If JetBlue
                         can demonstrate to the satisfaction of IAE that the
                         surviving company resulting from the transfer is at
                         least as credit worthy as JetBlue prior to such
                         transfer then IAE will waive its rights under this
                         Paragraph (i).

                  (ii)   JetBlue fails to make payment of any indebtedness for
                         borrowed money which, in the aggregate, is greater than
                         U.S.$[****] (or its equivalent in other currencies)
                         when due (subject to any applicable period of grace) or
                         any default or event of default occurs which causes
                         such indebtedness to become, or to permit any person to
                         declare the same, due prior to its normally maturity
                         and such person has not waived its right to declare the
                         same due.

                  (iii)  JetBlue commences any case, proceeding or other action
                         with respect to JetBlue or its property in any
                         jurisdiction relating to bankruptcy, insolvency,
                         reorganization, dissolution, liquidation, winding-up,
                         or relief from, or with respect to, or readjustment of,
                         debts or obligations.

                  (iv)   JetBlue seeks the appointment of a receiver, trustee,
                         custodian, or other similar official for JetBlue for
                         all or substantially all of its assets, or JetBlue
                         makes a general assignment for the benefit or its
                         creditors.

                  (v)    JetBlue otherwise becomes the object of any case,
                         proceeding or action of the type referred to in the
                         preceding clauses (iii) or (iv) which remains unstayed,
                         undismissed or undischarged for a period of sixty (60)
                         days.

                  (vi)   An action is commenced against JetBlue seeking issuance
                         of a warrant of attachment, execution, distraint or
                         similar process against all or any substantial part of
                         its assets which remains unstayed, undismissed or
                         undischarged for a period of sixty (60) days; or



Page 5 of 14

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

                  (vii)  In the opinion of IAE, a material adverse change has
                         occurred with respect to the financial condition or
                         operations of JetBlue since the date of this side
                         letter.

                  Then, in the event that any of the conditions listed in the
                  above paragraphs (i) through (vii) occur, JetBlue will no
                  longer receive: 1) any Third Deal Advanced Credits as
                  described in this Side Letter. JetBlue will instead
                  immediately pay IAE in immediately available funds (i) all FIA
                  Credit amounts already advanced and not yet repaid, and (ii)
                  all Third Deal Advanced Credits, subject to the limitations in
                  5.b. below, together with interest on the late payment of any
                  such amounts at [****] ([****]%), such rate to be determined
                  as of the date that the original payments were due. An
                  interest penalty for late payment will be applied from the
                  date such FIA Credits (as such advanced credits are defined in
                  Side Letter No. 8) or Third Deal Advanced Credits were due to
                  be paid to IAE until the date that IAE receives payment
                  therfor.

            b.    In the event that the repayment of the Third Deal Advanced
                  Credits is triggered pursuant to the foregoing Clause 5.a.,
                  the amount of Third Deal Advanced Credits not requiring
                  repayment to IAE is based upon the ratio of Third Deal
                  Aircraft delivered in accordance with the schedule in Exhibit
                  B-1 to the number of Third Deal Aircraft firmly ordered by
                  JetBlue. Such ratio will be calculated at the time the
                  repayment is triggered as provided above. So, for example, if
                  at the time repayment is triggered, JetBlue has taken delivery
                  of [****] out of the ten (10) firmly ordered Third Deal
                  Aircraft, JetBlue will be required to repay IAE [****]
                  ([****]%), with interest as provided above, of the Third Deal
                  Advance Credits provided to JetBlue.

Except as expressly amended by this Side Letter No. 9 all provisions of the
Contract 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/ ILLEGIBLE                              /s/ T.E. Anderson
----------------------------------          ------------------------------------
Name                                        Name

        TREASURER                                   VICE PRESIDENT
----------------------------------          ------------------------------------
Title                                       Title

         1/8/02                                         1/8/02
----------------------------------          ------------------------------------
Date                                        Date



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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.
<Page>

                                   EXHIBIT A-1

         FIRM AIRCRAFT ELIGIBLE FOR APPLICATION OF THIRD DEAL ADVANCED
                                     CREDIT

<TABLE>
<CAPTION>
RANK NO.       AIRCRAFT                      DELIVERY
<S>            <C>                           <C>
No. 14         Firm Aircraft                 [****] 2002
No. 15         Firm Aircraft                 [****] 2002
No. 16         Firm Aircraft                 [****] 2002
No. 17         Firm Aircraft                 [****] 2002
No. 19         Firm Aircraft                 [****] 2002
No. 20         Firm Aircraft                 [****] 2002
No. 21         Firm Aircraft                 [****] 2002
No. 22         Firm Aircraft                 [****] 2002
No. 24         Firm Aircraft                 [****] 2002
No. 25         Firm Aircraft                 [****] 2002
No. 27         Firm Aircraft                 [****] 2003
No. 29         Firm Aircraft                 [****] 2003
No. 31         Firm Aircraft                 [****] 2003
No. 32         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. 40         Firm Aircraft                 [****] 2004
</TABLE>



Page 7 of 14

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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.
<Page>

                                  EXHIBIT B-1

                          AIRCRAFT DELIVERY SCHEDULES

                               As of December 2001

<TABLE>
<CAPTION>
RANK NO.       AIRCRAFT                      DELIVERY
<S>            <C>                           <C>
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                 [****] 2003
No. 28         Firm Aircraft**               [****] 2003
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
</TABLE>



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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.
<Page>

<TABLE>
<S>            <C>                           <C>
No. 38         Firm Aircraft                 [****] 2003
No. 39         Firm Aircraft**               [****] 2003
No. 40         Firm Aircraft                 [****] 2004
No. 41         Firm Aircraft**               [****] 2004
No. 42         Firm Aircraft*                [****] 2004
No. 43         Firm Aircraft*                [****] 2004
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*                [****] 2005
No. 54         Firm Aircraft*                [****] 2005
No. 55         Firm Aircraft*                [****] 2005
No. 56         Firm Aircraft*                [****] 2005
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*                [****] 2006
No. 66         Firm Aircraft*                [****] 2006
No. 67         Firm Aircraft*                [****] 2006
No. 68         Firm Aircraft*                [****] 2006
No. 69         Firm Aircraft*                [****] 2006
No. 70         Firm Aircraft*                [****] 2007
No. 71         Firm Aircraft*                [****] 2007
No. 72         Firm Aircraft*                [****] 2007
No. 73         Firm Aircraft*                [****] 2007
No. 74         Firm Aircraft*                [****] 2007
</TABLE>

*Firm Second Deal Aircraft
**Firm Third Deal Aircraft



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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.
<Page>

OPTION AIRCRAFT

<TABLE>
<S>            <C>                           <C>
No. 75         Option Aircraft               [****] 2004
No. 76         Option Aircraft               [****] 2006
No. 77         Option Aircraft               [****] 2006
No. 78         Option Aircraft               [****] 2006
No. 79         Option Aircraft               [****] 2006
No. 80         Option Aircraft               [****] 2006
No. 81         Option Aircraft               [****] 2006
No. 82         Option Aircraft               [****] 2006
No. 83         Option Aircraft               [****] 2007
No. 84         Option Aircraft               [****] 2007
No. 85         Option Aircraft               [****] 2007
No. 86         Option Aircraft               [****] 2007
No. 87         Option Aircraft               [****] 2007
No. 88         Option Aircraft               [****] 2007
No. 89         Option Aircraft               [****] 2007
No. 90         Option Aircraft               [****] 2008
No. 91         Option Aircraft               [****] 2008
No. 92         Option Aircraft               [****] 2008
No. 93         Option Aircraft               [****] 2008
No. 94         Option Aircraft               [****] 2008
No. 95         Option Aircraft               [****] 2008
No. 96         Option Aircraft               [****] 2008
No. 97         Option Aircraft               [****] 2008
No. 98         Option Aircraft               [****] 2008
No. 99         Option Aircraft               [****] 2008
No. 100        Option Aircraft               [****] 2009
No. 101        Option Aircraft               [****] 2009
No. 102        Option Aircraft               [****] 2009
No. 103        Option Aircraft               [****] 2009
No. 104        Option Aircraft               [****] 2009
</TABLE>

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 nineteen (19) 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
twenty-one months notice to Airbus. No dates are specified for delivery of these
Purchase Right Aircraft (also referred to as Reserve Option Aircraft hereunder).
Such delivery dares will be determined at the time options are exercised by
JetBlue.



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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.
<Page>

LEASED AIRCRAFT

<TABLE>
<CAPTION>
             YEAR         NUMBER       DELIVERY PERIOD
             ----         ------       ---------------
           <S>             <C>         <C>
             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
</TABLE>



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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.
<Page>

                                  EXHIBIT B-2

                            PURCHASED ITEMS, PRICE,

                        ESCALATION FORMULA AND DELIVERY

                              As of December 2001

<TABLE>
<CAPTION>
                                      Basic Contract
  Rank          Purchased Item             Price        Qty.      Delivery Date
  No.                                  U.S. Dollars
                                     (January 1999)
--------------------------------------------------------------------------------
<S>        <C>                         <C>              <C>         <C>
1          V2527-A5 spare Engine:      $[****]           1           [****]/99*
2          V2527-A5 spare Engine:      $[****]           1           [****]/00*
3          V2527-A5 spare Engine:      $[****]           1           [****]/01*
4          V2527-A5 spare Engine:      $[****]           1           [****]/02
5          V2527-A5 spare Engine:      $[****]           1           [****]/02
6          V2527-A5 spare Engine:      $[****]           1           [****]/03
7          V2527-A5 spare Engine:      $[****]           1           [****]/04
8          V2527-A5 spare Engine:      $[****]           1           [****]/05
9          V2527-A5 spare engine       $[****]           1           [****]/06
10         V2527-A5 spare Engine:      $[****]           1           [****]/06
11         V2527-A5 spare Engine:      $[****]           1           [****]/07
12         V2527-A5 spare Engine:      $[****]           1           [****]/08

<CAPTION>
           Option Spare Engines
           --------------------
<S>        <C>                        <C>
           V2524-A5 spare Engine:     $[****]
           V2527-A5 spare Engine:     $[****]
           V2533-A5 spare Engine:     $[****]
</TABLE>

* These spare Engines have been delivered to JetBlue.



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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.
<Page>

                             IAE ESCALATION FORMULA

1.    Any unit base price or other sum expressed to be subject to escalation
      from a base month to a month of delivery or other date of determination in
      accordance with the IAE Escalation Formula will be subject to escalation
      in accordance with the following formula:

      P = Pb ([****] L + [****] M + [****] E)
                   -        -       -
                   Lo       Mo      Eo

      Where:

      P = the invoiced purchase price or escalated sum rounded to the nearest
      U.S. Dollar.

      Pb = unit base price or other sum.

      Lo = the "Average Hourly Earnings of Aircraft Engine and Engine Parts
      Production Workers" SIC Code 3724 published by the Bureau of Labor
      Statistics in the U.S. Department of Labor for the month preceding the
      base month by four months.

      L = the "Average Hourly Earnings of Aircraft Engine and Engine Parts
      Production Workers" SIC Code 3724 for the month preceding the month of
      delivery or other date of determination by four months.

      Mo = the "Producer Price Index, Code 10, for Metals and Metal Products"
      published by the Bureau of Labor Statistics in the U.S. Department of
      Labor for the month preceding the base month by four months.

      M = the "Producer Price Index, Code 10, for Metals and Metal Products" for
      the month preceding the month of delivery or other date of determination
      by four months.

      Eo = the "Producer Price Index, Code 5, for Fuel and Related Products and
      Power" published by the Bureau of Labor Statistics in the U.S. Department
      of Labor for the month preceding the base month by four months.

      E = the "Producer Price Index, Code 5, for Fuel and Related Products and
      Power" for the month preceding the month of delivery or other date of
      determination by four months.


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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.
<Page>

2.    The values of the factors [****] L and [****] M and [****] E
                                     -          -          -
                                     Lo         Mo         Eo

      respectively, shall be determined to the nearest fourth decimal place. If
      the fifth decimal is five or more, the fourth decimal place shall be
      raised to the next higher number.

3.    If the U.S. Department of Labor ceases to publish the above statistics or
      modifies the basis of their calculation, then IAE may substitute any
      officially recognized and substantially equivalent statistics.

4.    The Basic Contract Prices contained in this Exhibit B are subject to
      escalation from a Base Month of January 1999 to the month of delivery
      using Lo, Mo and Eo values for September 1998.

5.    If the application of the formula contained in this Exhibit B results in a
      Purchase Price which is lower than the Basic Contract Price, the Basic
      Contract Price will be deemed to be the Purchase Price for such Supplies.



Page 14 of 14

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