Exhibit 4.3


 


DRAFT#6


02FEB04


 




 





PASS THROUGH TRUST AGREEMENT


 


dated as of
February     , 2004


 


between


 


JETBLUE AIRWAYS CORPORATION


 


and


 


WILMINGTON
TRUST COMPANY,
as Trustee


 












 


JetBlue
Airways Pass Through Trust, Series 2004-1G-1-O

Pass Through Certificates, Series 2004-1G-1-O


 












 




 





 

















 


Reconciliation
and tie between JetBlue Airways Pass Through Trust Agreement, Series
2004-1G-1-O dated as of February     , 2004, and the
Trust Indenture Act of 1939.  This
reconciliation does not constitute part of the Pass Through Trust Agreement.


 


	
  Trust Indenture Act 

  of 1939 Section

  	
   

  	
  Pass Through Trust

  Agreement Section

  
	
   

  	
   

  	
   

  	
   

  
	
  310

  	
  (a)(1)

  	
   

  	
  7.08

  
	
   

  	
  (a)(2)

  	
   

  	
  7.08

  
	
  312

  	
  (a)

  	
   

  	
  3.05; 8.01; 8.02

  
	
  313

  	
  (a)

  	
   

  	
  7.06; 8.03

  
	
  314

  	
  (a)

  	
   

  	
  8.04 (a), (c) & (d)

  
	
   

  	
  (a)(4)

  	
   

  	
  8.04 (e)

  
	
   

  	
  (c)(1)

  	
   

  	
  1.02

  
	
   

  	
  (c)(2)

  	
   

  	
  1.02

  
	
   

  	
  (d)(1)

  	
   

  	
  7.13; 11.01

  
	
   

  	
  (d)(2)

  	
   

  	
  7.13; 11.01

  
	
   

  	
  (d)(3)

  	
   

  	
  2.01

  
	
   

  	
  (e)

  	
   

  	
  1.02

  
	
  315

  	
  (b)

  	
   

  	
  7.02

  
	
  316

  	
  (a)(last sentence)

  	
   

  	
  1.04 (c)

  
	
   

  	
  (a)(1)(A)

  	
   

  	
  6.04

  
	
   

  	
  (a)(1)(B)

  	
   

  	
  6.05

  
	
   

  	
  (b)

  	
   

  	
  6.06

  
	
   

  	
  (c)

  	
   

  	
  1.04 (e)

  
	
  317

  	
  (a)(1)

  	
   

  	
  6.03

  
	
   

  	
  (b)

  	
   

  	
  7.13

  
	
  318

  	
  (a)

  	
   

  	
  12.06

  



 

















 


TABLE
OF CONTENTS


 


	
  article I
      DEFINITIONS

  	
   

  
	
   

  	
  Section 1.01.

  	
   

  	
  Definitions

  	
   

  
	
   

  	
  Section 1.02.

  	
   

  	
  Compliance Certificates and
  Opinions

  	
   

  
	
   

  	
  Section 1.03.

  	
   

  	
  Form of Documents Delivered to
  Trustee

  	
   

  
	
   

  	
  Section 1.04.

  	
   

  	
  Directions of Certificateholders

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  article II
     ORIGINAL ISSUANCE OF CERTIFICATES; ACQUISITION OF EQUIPMENT
  NOTES

  	
   

  
	
   

  	
  Section 2.01.

  	
   

  	
  Issuance of Certificates;
  Acquisition of Equipment Notes

  	
   

  
	
   

  	
  Section 2.02.

  	
   

  	
  Withdrawal of Deposits

  	
   

  
	
   

  	
  Section 2.03.

  	
   

  	
  Acceptance by Trustee

  	
   

  
	
   

  	
  Section 2.04.

  	
   

  	
  Limitation of Powers

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE III
     THE CERTIFICATES

  	
   

  
	
   

  	
  Section 3.01.

  	
   

  	
  Title, Form, Denomination and
  Execution of Certificates

  	
   

  
	
   

  	
  Section 3.02.

  	
   

  	
  Restrictive Legends

  	
   

  
	
   

  	
  Section 3.03.

  	
   

  	
  Authentication of Certificates

  	
   

  
	
   

  	
  Section 3.04.

  	
   

  	
  Transfer and Exchange

  	
   

  
	
   

  	
  Section 3.05.

  	
   

  	
  Global, Book-Entry and Definitive
  Certificates

  	
   

  
	
   

  	
  Section 3.06.

  	
   

  	
  [Intentionally Omitted.]

  	
   

  
	
   

  	
  Section 3.07.

  	
   

  	
  Mutilated, Destroyed, Lost or
  Stolen Certificates

  	
   

  
	
   

  	
  Section 3.08.

  	
   

  	
  Persons Deemed Owners

  	
   

  
	
   

  	
  Section 3.09.

  	
   

  	
  Cancellation

  	
   

  
	
   

  	
  Section 3.10.

  	
   

  	
  Temporary Certificates

  	
   

  
	
   

  	
  Section 3.11.

  	
   

  	
  Limitation of Liability for
  Payments

  	
   

  
	
   

  	
  Section 3.12.

  	
   

  	
  ERISA Legend

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE IV
     DISTRIBUTIONS; STATEMENTS TO CERTIFICATEHOLDERS

  	
   

  
	
   

  	
  Section 4.01.

  	
   

  	
  Certificate Account and Special
  Payments Account

  	
   

  
	
   

  	
  Section 4.02.

  	
   

  	
  Distributions from Certificate
  Account and Special Payments Account

  	
   

  
	
   

  	
  Section 4.03.

  	
   

  	
  Statements to Certificateholders

  	
   

  
	
   

  	
  Section 4.04.

  	
   

  	
  Investment of Special Payment
  Moneys

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE V
      THE COMPANY

  	
   

  
	
   

  	
  Section 5.01.

  	
   

  	
  Maintenance of Corporate Existence

  	
   

  
	
   

  	
  Section 5.02.

  	
   

  	
  Consolidation, Merger, etc

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE VI
     DEFAULT

  	
   

  
	
   

  	
  Section 6.01.

  	
   

  	
  Events of Default

  	
   

  
	
   

  	
  Section 6.02.

  	
   

  	
  Incidents of Sale of Equipment
  Notes

  	
   

  
	
   

  	
  Section 6.03.

  	
   

  	
  Judicial Proceedings Instituted by
  Trustee; Trustee May Bring Suit

  	
   

  
	
   

  	
  Section 6.04.

  	
   

  	
  Control by Certificateholders

  	
   

  
	
   

  	
  Section 6.05.

  	
   

  	
  Waiver of Past Defaults

  	
   

  



 


i

















 


	
   

  	
  Section 6.06.

  	
   

  	
  Right of Certificateholders to Receive Payments Not to Be
  Impaired

  	
   

  	 

	
   

  	
  Section
  6.07.

  	
   

  	
  Certificateholders
  May Not Bring Suit Except Under Certain Conditions

  	
   

  	 

	
   

  	
  Section
  6.08.

  	
   

  	
  Remedies
  Cumulative

  	
   

  	 

	
   

  	
   

  	
   

  	
   

  	
   

  	 

	
  ARTICLE VII    THE TRUSTEE

  	
   

  	 

	
   

  	
  Section
  7.01.

  	
   

  	
  Certain
  Duties and Responsibilities

  	
   

  	 

	
   

  	
  Section
  7.02.

  	
   

  	
  Notice
  of Defaults

  	
   

  	 

	
   

  	
  Section
  7.03.

  	
   

  	
  Certain
  Rights of Trustee

  	
   

  	 

	
   

  	
  Section
  7.04.

  	
   

  	
  Not
  Responsible for Recitals or Issuance of Certificates

  	
   

  	 

	
   

  	
  Section
  7.05.

  	
   

  	
  May Hold
  Certificates

  	
   

  	 

	
   

  	
  Section
  7.06.

  	
   

  	
  Money
  Held in Trust

  	
   

  	 

	
   

  	
  Section
  7.07.

  	
   

  	
  Compensation
  and Reimbursement

  	
   

  	 

	
   

  	
  Section
  7.08.

  	
   

  	
  Corporate
  Trustee Required; Eligibility

  	
   

  	 

	
   

  	
  Section
  7.09.

  	
   

  	
  Resignation
  and Removal; Appointment of Successor

  	
   

  	 

	
   

  	
  Section
  7.10.

  	
   

  	
  Acceptance
  of Appointment by Successor

  	
   

  	 

	
   

  	
  Section
  7.11.

  	
   

  	
  Merger,
  Conversion, Consolidation or Succession to Business

  	
   

  	 

	
   

  	
  Section
  7.12.

  	
   

  	
  Maintenance
  of Agencies

  	
   

  	 

	
   

  	
  Section
  7.13.

  	
   

  	
  Money
  for Certificate Payments to Be Held in Trust

  	
   

  	 

	
   

  	
  Section
  7.14.

  	
   

  	
  Registration
  of Equipment Notes in Name of Subordination Agent

  	
   

  	 

	
   

  	
  Section
  7.15.

  	
   

  	
  Representations
  and Warranties of Trustee

  	
   

  	 

	
   

  	
  Section
  7.16.

  	
   

  	
  Withholding
  Taxes Information Reporting

  	
   

  	 

	
   

  	
  Section
  7.17.

  	
   

  	
  Trustee’s
  Liens

  	
   

  	 

	
   

  	
  Section
  7.18.

  	
   

  	
  Preferential
  Collection of Claims

  	
   

  	 

	
   

  	
   

  	
   

  	
   

  	
   

  	 

	
  ARTICLE VIII
     CERTIFICATEHOLDERS’ LISTS AND REPORTS BY TRUSTEE

  	
   

  	 

	
   

  	
  Section
  8.01.

  	
   

  	
  The
  Company to Furnish Trustee with Names and Addresses of Certificateholders

  	
   

  
	
   

  	
  Section
  8.02.

  	
   

  	
  Preservation
  of Information Communications to Certificateholders

  	
   

  
	
   

  	
  Section
  8.03.

  	
   

  	
  Reports
  by Trustee

  	
   

  
	
   

  	
  Section
  8.04.

  	
   

  	
  Reports
  by the Company

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE IX    SUPPLEMENTAL
  AGREEMENTS

  	
   

  
	
   

  	
  Section
  9.01.

  	
   

  	
  Supplemental
  Agreements Without Consent of Certificateholders

  	
   

  
	
   

  	
  Section
  9.02.

  	
   

  	
  Supplemental
  Agreements with Consent of Certificateholders

  	
   

  
	
   

  	
  Section
  9.03.

  	
   

  	
  Documents
  Affecting Immunity or Indemnity

  	
   

  
	
   

  	
  Section
  9.04.

  	
   

  	
  Execution
  of Supplemental Agreements

  	
   

  
	
   

  	
  Section
  9.05.

  	
   

  	
  Effect
  of Supplemental Agreements

  	
   

  
	
   

  	
  Section
  9.06.

  	
   

  	
  Conformity
  with Trust Indenture Act

  	
   

  
							



 


ii

















 


	
   

  	
  Section
  9.07.

  	
   

  	
  Reference
  in Certificates to Supplemental Agreements

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE X    AMENDMENTS TO
  INDENTURES AND FINANCING DOCUMENTS

  	
   

  
	
   

  	
  Section 10.01.

  	
   

  	
  Amendments and Supplements to Indentures and Financing Documents

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE XI    TERMINATION OF
  TRUST

  	
   

  
	
   

  	
  Section 11.01.

  	
   

  	
  Termination of the Trust

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE XII   MISCELLANEOUS
  PROVISIONS

  	
   

  
	
   

  	
  Section 12.01.

  	
   

  	
  Limitation on Rights of Certificateholders

  	
   

  
	
   

  	
  Section 12.02.

  	
   

  	
  Certificates Nonassessable and Fully Paid

  	
   

  
	
   

  	
  Section 12.03.

  	
   

  	
  Notices

  	
   

  
	
   

  	
  Section 12.04.

  	
   

  	
  Governing Law

  	
   

  
	
   

  	
  Section 12.05.

  	
   

  	
  Severability of Provisions

  	
   

  
	
   

  	
  Section 12.06.

  	
   

  	
  Trust Indenture Act Controls

  	
   

  
	
   

  	
  Section 12.07.

  	
   

  	
  Effect of Headings and Table of Contents

  	
   

  
	
   

  	
  Section 12.08.

  	
   

  	
  Successors and Assigns

  	
   

  
	
   

  	
  Section 12.09.

  	
   

  	
  Benefits of Agreement

  	
   

  
	
   

  	
  Section 12.10.

  	
   

  	
  Legal Holidays

  	
   

  
	
   

  	
  Section 12.11.

  	
   

  	
  Counterparts

  	
   

  
	
   

  	
  Section 12.12.

  	
   

  	
  Intention of Parties

  	
   

  



 


 


	
  Exhibit A

  	
  –

  	
  Form of
  Certificate

  
	
  Exhibit B

  	
  –

  	
  Form of
  Assignment and Assumption Agreement

  
	
  Exhibit C

  	
  –

  	
  Form of
  Notice to Withholding Agent

  



 


iii

















 


PASS THROUGH TRUST AGREEMENT


 


THIS PASS THROUGH TRUST AGREEMENT, dated as of
February     , 2004 (the “Agreement”), between JETBLUE AIRWAYS CORPORATION, a Delaware corporation, and WILMINGTON
TRUST COMPANY, as Trustee,
is made with respect to the formation of JetBlue Airways Pass Through Trust,
Series 2004-1G-1-O and the issuance of JetBlue Airways Pass Through Trust, Series
2004-1G-1-O Pass Through Certificates representing fractional undivided
interests in the Trust.


 


W I T N E S S E T H:


 


WHEREAS, the Company has obtained commitments from
AVSA for the delivery of  thirteen (13)
Airbus A320-232 aircraft (collectively, the “Aircraft”);


 


WHEREAS, the Company intends to finance the
acquisition of the Aircraft through separate secured loan transactions in which
the Company will own such Aircraft;


 


WHEREAS, in the case of each Aircraft, the Company
will issue pursuant to an Indenture, on a recourse basis, three series of
Equipment Notes to finance or refinance a portion of the purchase price of such
Aircraft;


 


WHEREAS, the Trustee, upon execution and delivery of
this Agreement, hereby declares the creation of the Trust for the benefit of
the Certificateholders, as the grantors of the Trust, by their respective
acceptances of the Certificates, join in the creation of this Trust with the
Trustee;


 


WHEREAS, all Certificates to be issued by the Trust
will evidence Fractional Undivided Interests in the Trust and will convey no
rights, benefits or interests in respect of any property other than the Trust
Property except for those Certificates to which an Escrow Receipt has been
affixed;


 


WHEREAS, the Escrow Agent and the Underwriters have
contemporaneously herewith entered into an Escrow Agreement with the Escrow
Paying Agent pursuant to which the Underwriters have delivered to the Escrow
Agent the proceeds from the sale of the Certificates and have irrevocably
instructed the Escrow Agent to withdraw and pay funds from such proceeds upon
request and proper certification by the Trustee to purchase Equipment Notes;


 


WHEREAS, the Escrow Agent on behalf of the
Certificateholders has contemporaneously herewith entered into a Deposit
Agreement with the Depositary under which the Deposits referred to therein will
be made and from which it will withdraw funds to allow the Trustee to purchase
Equipment Notes from time to time prior to the Delivery Period Termination
Date;


 


WHEREAS, pursuant to the terms and conditions of
this Agreement and the Note Purchase Agreement, upon or following delivery of
an Aircraft, the Trustee on behalf of the Trust, using funds withdrawn under
the Escrow Agreement, may purchase an Equipment Note having the same interest
rate as, and final legal distribution date not later than the final Regular


 

















 


Distribution Date of, the Certificates issued
hereunder and shall hold such Equipment Note in trust for the benefit of the
Certificateholders;


 


WHEREAS, to facilitate the sale of Equipment Notes
to, and the purchase of Equipment Notes by, the Trustee on behalf of the Trust,
the Company has duly authorized the execution and delivery of this Agreement as
the “issuer”, as such term
is defined in and solely for purposes of the Securities Act, of the
Certificates to be issued pursuant hereto and as the “obligor”, as such term is defined in and solely for
purposes of the Trust Indenture Act of 1939, as amended, with respect to all
such Certificates and is undertaking to perform certain administrative and
ministerial duties hereunder and is also undertaking to pay the ongoing fees
and expenses of the Trustee;


 


WHEREAS, all of the conditions and requirements
necessary to make this Agreement, when duly executed and delivered, a valid, binding
and legal instrument, enforceable in accordance with its terms and for the
purposes herein expressed, have been done, performed and fulfilled, and the
execution and delivery of this Agreement in the form and with the terms hereof
have been in all respects duly authorized; and


 


WHEREAS, this Agreement, as amended or supplemented
from time to time, will be subject to the provisions of the Trust Indenture Act
of 1939, and shall, to the extent applicable, be governed by such provisions;


 


NOW, THEREFORE, in consideration of the mutual agreements
herein contained, and of other good and valuable consideration the receipt and
adequacy of which are hereby acknowledged, the parties hereto agree as follows:


 


ARTICLE I


 


DEFINITIONS


 


Section 1.01.        Definitions.  For all purposes of this Agreement, except
as otherwise expressly provided or unless the context otherwise requires:


 


(1)           the terms used in this Agreement, including
in the recitals to this Agreement, that are defined in this Article have the
meanings assigned to them in this Article, and include the plural as well as
the singular;


 


(2)           all other terms used herein which are defined
in the Trust Indenture Act, either directly or by reference therein, or by the
rules promulgated under the Trust Indenture Act, have the meanings assigned to
them therein;


 


(3)           all references in this Agreement to
designated “Articles”, “Sections”, “Subsections” and other subdivisions are to
the designated Articles, Sections, Subsections and other subdivisions of this
Agreement;


 


(4)           the words “herein”, “hereof’ and “hereunder”
and other words of similar import refer to this Agreement as a whole and not to
any particular Article, Section, Subsection or other subdivision; and


 


2

















 


(5)           unless the context otherwise requires,
whenever the words “including”, “include” or “includes” are used herein, it
shall be deemed to be followed by the phrase “without limitation”.


 


“Affiliate” 
means, with respect to any specified Person, any other Person directly
or indirectly controlling or controlled by or under direct or indirect common
control with such Person.  For the
purposes of this definition, “control” means the power, directly or indirectly,
to direct the management and policies of such Person, whether through the
ownership of voting securities or by contract or otherwise, and the terms
“controlling” and “controlled” have meanings correlative to the foregoing.


 


“Agent Members” 
means members of, or participants in, DTC.


 


“Agreement”  has
the meaning specified in the initial paragraph hereto.


 


“Aircraft”  has
the meaning specified in the Note Purchase Agreement.


 


“Aircraft Purchase Agreement”  has
the meaning specified in the Note Purchase Agreement.


 


“Applicable Funding Date”  has
the meaning specified in Section 2.01(b).


 


“Applicable Participation Agreement”  has
the meaning specified in Section 2.01(b).


 


“Assignment and Assumption Agreement” 
means the assignment and assumption agreement substantially in the form
of Exhibit B hereto to be executed and delivered in accordance with
Section 11.01.


 


“Authorized Agent” 
means any Paying Agent or Registrar for the Certificates.


 


“Avoidable Tax” 
means a state or local tax (i) upon (w) the Trust, (x) the Trust
Property, (y) Certificateholders or (z) the Trustee for which the Trustee is
entitled to seek reimbursement from the Trust Property, and (ii) which
would be avoided if the Trustee were located in another state, or jurisdiction
within a state, within the United States. 
A tax shall not be an Avoidable Tax if the Company shall agree to pay,
and shall pay, such tax.


 


“AVSA” 
means AVSA S.A.R.L., an affiliate of Airbus G.I.E.


 


“Book-Entry Certificate” 
means, with respect to the Global Certificate, a beneficial interest in
the Global Certificate, ownership and transfers of which shall be made through
book entries as described in Section 3.05.


 


“Business Day” 
means any day other than a Saturday, a Sunday or a day on which
commercial banks are required or authorized to close in Darien, Connecticut,
New York, New York, Wilmington, Delaware or, so long as any Certificate is
outstanding, the city and state in which the Trustee or any Loan Trustee
maintains its Corporate Trust Office or receives and disburses funds.


 


3

















 


“Certificate” 
means any one of the certificates executed and authenticated by the
Trustee, substantially in the form of Exhibit A hereto.


 


“Certificate Account” 
means the account or accounts created and maintained pursuant to
Section 4.01(a).


 


“Certificate Owner” 
means, with respect to the Certificates, for purposes of
Section 3.05, a Person who owns a Book-Entry Certificate.


 


“Certificateholder or Holder” 
means the Person in whose name a Certificate is registered in the
Register.


 


“Class C Certificate”  has
the meaning specified in the Intercreditor Agreement.


 


“Class C Certificateholder” 
means, at any time, any holder of one or more pass through certificates
issued by the JetBlue Airways Pass Through Trust, Series 2004-1C-O.


 


“Class G-2 Certificate” has the meaning specified in the
Intercreditor Agreement.


 


“Class G-2 Certificateholder” means, at any time, any holder of one or
more pass through certificates issued by the JetBlue Airways Pass Through
Trust, Series 2004-1G-2-O.


 


“Clearing Agency” 
means an organization registered as a “clearing agency” pursuant to
Section 17A of the Exchange Act.


 


“Clearing Agency Participant” 
means a broker, dealer, bank, other financial institution or other
Person for whom from time to time a Clearing Agency effects, directly or
indirectly, book-entry transfers and pledges of securities deposited with the
Clearing Agency.


 


“Company” 
means JetBlue Airways Corporation, a Delaware corporation, or its
successor in interest pursuant to Section 5.02, or (only in the context of
provisions hereof, if any, where such reference is required for purposes of
compliance with the Trust Indenture Act) any other “obligor” (within the
meaning of the Trust Indenture Act) with respect to the Certificates.


 


“Controlling Party”  has
the meaning specified in the Intercreditor Agreement.


 


“Corporate Trust Office” 
with respect to the Trustee or any Loan Trustee, means the office of
such trustee in the city at which at any particular time its corporate trust
business shall be principally administered.


 


“Cut-off Date” 
means the earlier of (a) the Delivery Period Termination Date and
(b) the date on which a Triggering Event occurs.


 


“Definitive Certificates”  has
the meaning specified in Section 3.05.


 


“Delivery Period Termination Date”  means
the earlier of
(a)            ,
or, if the Equipment Notes relating to all of the Aircraft (or Substitute
Aircraft in lieu thereof) have not been purchased by the Trustee and the Other
Trustees on or prior to such date due to any reason


 


4

















 


beyond the control of the Company and not
occasioned by the Company’s fault or negligence,
[                    ]
and (b) the date on which Equipment Notes issued with respect to all of
the Aircraft (or Substitute Aircraft in lieu thereof) have been purchased by
the Trustee and the Other Trustees in accordance with the Note Purchase
Agreement.


 


“Deposits”  has
the meaning specified in the Deposit Agreement.


 


“Deposit Agreement” 
means the Deposit Agreement dated as of
February    , 2004 relating to the Certificates between the
Depositary and the Escrow Agent, as the same may be amended, supplemented or
otherwise modified from time to time in accordance with its terms.


 


“Depositary” 
means HSH Nordbank AG, New York Branch.


 


“Direction”  has
the meaning specified in Section 1.04(a).


 


“Distribution Date” 
means any Regular Distribution Date or Special Distribution Date as the
context requires.


 


“DTC” 
means The Depository Trust Company, its nominees and their respective successors.


 


“Equipment Notes” 
means the equipment notes issued under the Indentures.


 


“Escrow Agent” 
means, initially, Wilmington Trust Company.


 


“Escrow Agreement” 
means the Escrow and Paying Agent Agreement dated as of February
   , 2004 relating to the Certificates, among the Escrow Agent,
the Escrow Paying Agent, the Trustee and the Underwriters, as the same may be
amended, supplemented or otherwise modified from time to time in accordance
with its terms.


 


“Escrow Paying Agent” 
means the Person acting as paying agent under the Escrow Agreement.


 


“Escrow Receipt” 
means the receipt substantially in the form annexed to the Escrow
Agreement representing a fractional undivided interest in the funds held in
escrow thereunder.


 


“Event of Default” 
means an Indenture Default under any Indenture pursuant to which
Equipment Notes held by the Trust were issued.


 


“Exchange Act” 
means the United States Securities Exchange Act of 1934, as amended from
time to time, or any successor thereto.


 


“Final Legal Distribution Date” 
means
               .


 


“Final Withdrawal”  has
the meaning specified in the Escrow Agreement.


 


“Final Withdrawal Date”  has
the meaning specified in the Escrow Agreement.


 


“Final Withdrawal Notice”  has
the meaning specified in Section 2.02.


 


5

















 


“Financing Documents” 
with respect to any Equipment Note, means the Indenture and the
Participation Agreement relating to such Equipment Note.


 


“Fractional Undivided Interest” 
means the fractional undivided interest in the Trust that is evidenced
by a Certificate relating to such Trust.


 


“Funding Date”  has
the meaning specified in the Note Purchase Agreement.


 


“Funding Notice”  has
the meaning specified in the Note Purchase Agreement.


 


“Global Certificates” 
means certificates representing the Book-Entry Certificate delivered to
and held by a Clearing Agency or its nominee.


 


“Indenture” 
means each of the separate trust indentures and mortgages relating to
the Aircraft, each as specified or described in a Funding Notice delivered
pursuant to the Note Purchase Agreement or the related Participation Agreement,
in each case as the same may be amended, supplemented or otherwise modified
from time to time in accordance with its terms.


 


“Indenture Default” 
with respect to any Indenture, means any Event of Default (as such term
is defined in such Indenture).


 


“Intercreditor Agreement” 
means the Intercreditor Agreement dated as of February
   , 2004 among the Trustee, the Other Trustees, the Liquidity
Provider, the liquidity provider relating to the Certificates issued under (and
as defined in) the Other Pass Through Trust Agreements, the Policy Provider,
and Wilmington Trust Company, as Subordination Agent and as trustee thereunder,
as amended, supplemented or otherwise modified from time to time in accordance
with its terms.


 


“Investors” 
means the Underwriters together with all subsequent beneficial owners of
the Certificates.


 


“Issuance Date” 
means the date of the original issuance of the Certificates.


 


“Letter of Representations” 
means, with respect to the Certificates, an agreement between the
Company, the Trustee and the initial Clearing Agency substantially in the form
attached as an exhibit hereto, as such letter may be modified or supplemented,
or any successor letter thereto.


 


“Liquidity Facility” 
means, initially, the Revolving Credit Agreement dated as of February
   , 2004 relating to the Certificates, between the Liquidity
Provider and the Subordination Agent, as agent and trustee for the Trustee, and,
from and after the replacement of such agreement pursuant to the Intercreditor
Agreement, the replacement liquidity facility therefor, in each case as
amended, supplemented or otherwise modified from time to time in accordance
with their respective terms.


 


“Liquidity Provider” 
means, initially, Landesbank Hessen-Thüringen Girozentrale, New York
Branch, and any replacement or successor therefor appointed in accordance with
the Intercreditor Agreement.


 


6

















 


“Loan Trustee” 
with respect to any Equipment Note or the Indenture applicable thereto,
means the bank or trust company designated as trustee under such Indenture,
together with any successor to such trustee appointed pursuant thereto.


 


“Note Purchase Agreement” 
means the Note Purchase Agreement dated as of
February    , 2004 among the Trustee, the Other Trustee,
the Company, the Escrow Agent, the Escrow Paying Agent and the Subordination
Agent, providing for, among other things, the purchase of Equipment Notes by
the Trustee on behalf of the Trust, as the same may be amended, supplemented or
otherwise modified from time to time, in accordance with its terms.


 


“Notice of Purchase Withdrawal”  has
the meaning specified in the Deposit Agreement.


 


“Officer’s Certificate” 
means a certificate signed (a) in the case of the Company, by any
Vice President or more senior officer of the Company or, (b) in the case
of a Loan Trustee, a Responsible Officer of such Loan Trustee, as the case may
be.


 


“Opinion of Counsel” 
means a written opinion of legal counsel who (a) in the case of
counsel for the Company may be (i) the General Counsel of the Company,
(ii) Vedder, Price, Kaufman & Kammholz, P.C., (iii) Nixon
Peabody LLP or (iv) such other counsel designated by the Company and
reasonably acceptable to the Trustee and (b) in the case of counsel for
any Loan Trustee may be such counsel as may be designated by any of them
whether or not such counsel is an employee of any of them, and who shall be
reasonably acceptable to the Trustee.


 


“Other Pass Through Trust Agreements” 
means the other JetBlue Airways 2004-1 Pass Through Trust Agreements
relating to the JetBlue Airways Pass Through Trust, Series 2004-1C-O, each
dated the date hereof.


 


“Other Trustee” 
means each trustee under the Other Pass Through Trust Agreements, and
any successor or other trustee appointed as provided therein.


 


“Other Trusts” 
means the JetBlue Airways Pass Through Trust, Series 2004-1G-2-0 and
JetBlue Airways Pass Through Trust, Series 2004-1C-O each created on the date
hereof.


 


“Outstanding” 
when used with respect to Certificates, means, as of the date of
determination, all Certificates theretofore authenticated and delivered under
this Agreement, except:


 


(i)            Certificates theretofore canceled by the
Registrar or delivered to the Trustee or the Registrar for cancellation;


 


(ii)           Certificates for which money in the full
amount required to make the final distribution with respect to such
Certificates pursuant to Section 11.01 hereof has been theretofore
deposited with the Trustee in trust for the Holders of such Certificates as
provided in Section 4.01 pending distribution of such money to such
Certificateholders pursuant to payment of such final distribution; and


 


(iii)          Certificates in exchange for or in lieu of
which other Certificates have been authenticated and delivered pursuant to this
Agreement.


 


7

















 


“Participation Agreement” 
means each Participation Agreement to be entered into by the Trustee
pursuant to the Note Purchase Agreement, as the same may be amended,
supplemented or otherwise modified in accordance with its terms.


 


“Paying Agent” 
means the paying agent maintained and appointed for the Certificates
pursuant to Section 7.12.


 


“Permitted Investments” 
means obligations of the United States of America or agencies or
instrumentalities thereof for the payment of which the full faith and credit of
the United States of America is pledged, maturing in not more than 60 days
after the date of acquisition thereof or such lesser time as is required for
the distribution of any Special Payments on a Special Distribution Date.


 


“Person” 
means any person, including any individual, corporation, limited
liability company, partnership, joint venture, association, joint-stock
company, trust, trustee, unincorporated organization, or government or any
agency or political subdivision thereof.


 


“Policy”  has
the meaning specified in the Intercreditor Agreement.


 


“Policy Provider”  has
the meaning specified in the Intercreditor Agreement.


 


“Policy Provider Agreement”  has
the meaning specified in the Intercreditor Agreement.


 


“Policy Provider Default”  has
the meaning specified in the Intercreditor Agreement.


 


“Pool Balance” 
means, as of any date, (i) the original aggregate face amount of
the Certificates less (ii) the aggregate amount of all payments made in
respect of such Certificates other than payments made in respect of interest,
Break Amount or premium thereon or reimbursement of any costs or expenses incurred
in connection therewith.  The Pool
Balance as of any Distribution Date shall be computed after giving effect to
the payment of principal, if any, on the Equipment Notes or other Trust
Property held in such Trust and the distribution thereof to be made on such
Distribution Date and the distribution of the Final Withdrawal to be made on
such Distribution Date.


 


“Pool Factor” 
means, as of any date, the quotient (rounded to the seventh decimal
place) computed by dividing (i) the Pool Balance as at such date by
(ii) the original aggregate face amount of the Certificates.  The Pool Factor as of any Distribution Date
shall be computed after giving effect to the payment of principal, if any, on
the Equipment Notes or other Trust Property and the distribution thereof to be
made on such Distribution Date and the distribution of the Final Withdrawal to
be made on such Distribution Date.


 


“Prospectus” 
means the prospectus dated
          , 2004, as
supplemented by the prospectus supplement dated
February    , 2004, relating to the offer and sale of the
Certificates and the certificates issued under the Other Pass Through Trust
Agreements.


 


“PTC Event of Default” 
means any failure to pay within ten Business Days of the due date
thereof:  (i) the outstanding Pool
Balance on the Final Legal Distribution Date or (ii) interest


 


8

















 


due on the Certificates on any Distribution
Date (unless the Subordination Agent shall have made an Interest Drawing or
Drawings (as defined in the Intercreditor Agreement), or a withdrawal or
withdrawals pursuant to Section 3.6(f) of the Intercreditor Agreement,
with respect thereto in an aggregate amount sufficient to pay such interest and
shall have distributed such amount to the Trustee).


 


“Record Date” 
means (i) for Scheduled Payments to be distributed on any Regular
Distribution Date, other than the final distribution, the 15th day (whether or
not a Business Day) preceding such Regular Distribution Date, and (ii) for
Special Payments to be distributed on any Special Distribution Date, other than
the final distribution, the 15th day (whether or not a Business Day) preceding
such Special Distribution Date.


 


“Register and Registrar” 
mean the register maintained and the registrar appointed pursuant to
Sections 3.04 and 7.12.


 


“Regular Distribution Date” 
with respect to distributions of Scheduled Payments in respect of the
Certificates, means each date designated as a Regular Distribution Date in the
Certificates issued pursuant to this Agreement, until payment of all the
Scheduled Payments to be made under the Equipment Notes held in the Trust have
been made; provided, however, that, if any such day shall not be
a Business Day, the related distribution shall be made on the next succeeding
Business Day without additional interest.


 


“Related Pass Through Trust Agreement” 
means the Pass Through Trust Agreement relating to the JetBlue Airways
Pass Through Trust, Series 2004-1G-S, dated the date hereof, between the
Company and the institution acting as trustee thereunder, which agreement
becomes effective upon the execution and delivery of the Assignment and
Assumption Agreement pursuant to Section 11.01.


 


“Related Trust” 
means the JetBlue Airways Pass Through Trust, Series 2004-1G-S, formed
under the Related Pass Through Trust Agreement.


 


“Related Trustee” 
means the trustee under the Related Pass Through Trust Agreement.


 


“Responsible Officer” 
with respect to the Trustee and any Loan Trustee, means any officer in
the Corporate Trust Office of the Trustee, Loan Trustee or any other officer
customarily performing functions similar to those performed by the persons who
at the time shall be such officers, respectively, or to whom any corporate
trust matter is referred because of his knowledge of and familiarity with a
particular subject.


 


“Scheduled Payment” 
with respect to any Equipment Note, means (i) any payment of
principal or interest on or in respect of such Equipment Note (other than any
such payment which is not in fact received by the Subordination Agent within
five days of the date on which such payment is scheduled to be made) due from
the obligor thereon or (ii) any payment of interest on the Certificates
with funds drawn under any Liquidity Facility or any payment of interest on or
principal of the Certificates with funds drawn under the Policy, which payment
in any such case represents the installment of principal at the stated maturity
of such installment of principal on such Equipment Note, the payment of
regularly scheduled interest accrued on the unpaid principal amount of such
Equipment Note, or both; provided that any payment of


 


9

















 


principal, premium, if any, or interest
resulting from the redemption or purchase of any Equipment Note shall not
constitute a Scheduled Payment.


 


“SEC” 
means the Securities and Exchange Commission, as from time to time
constituted or created under the United States Securities Exchange Act of 1934,
as amended, or, if at any time after the execution of this instrument such
Commission is not existing and performing the duties now assigned to it under
the Trust Indenture Act, then the body performing such duties on such date.


 


“Securities Act” 
means the United States Securities Act of 1933, as amended from time to
time, or any successor thereto.


 


“Special Distribution Date” 
means each date on which a Special Payment is to be distributed as
specified in this Agreement; provided, however, that, if any such
day shall not be a Business Day, the related distribution shall be made on the
next succeeding Business Day without additional interest.


 


“Special Redemption Premium” 
means the premium payable by the Company in respect of the Final
Withdrawal pursuant to the Note Purchase Agreement.


 


“Special Payment” 
means any payment (other than a Scheduled Payment) in respect of, or any
proceeds of, any Equipment Note or Trust Indenture Estate (as defined in each
Indenture) or Special Redemption Premium.


 


“Special Payments Account” 
means the account or accounts created and maintained pursuant to
Section 4.01(b).


 


“Subordination Agent”  has
the meaning specified in the Intercreditor Agreement.


 


“Substitute Aircraft”  has
the meaning specified in the Note Purchase Agreement.


 


“Tax” 
means all license, recording, documentary, registration and other
similar fees and all taxes, levies, imposts, duties, charges, assessments or
withholdings of any nature whatsoever imposed by any Taxing Authority, together
with any penalties, additions to tax, fines or interest thereon or additions
thereto.


 


“Taxing Authority” 
means any federal, state or local government or other taxing authority
in the United States, any foreign government or any political subdivision or
taxing authority thereof, any international taxing authority or any territory
or possession of the United States or any taxing authority thereof.


 


“Transfer Date”  has
the meaning specified in Section 11.01.


 


“Triggering Event”  has
the meaning assigned to such term in the Intercreditor Agreement.


 


“Trust” 
means the trust created by this Agreement, the estate of which consists
of the Trust Property.


 


10

















 


“Trust Indenture Act” 
means the United States Trust Indenture Act of 1939, as amended from
time to time, or any successor thereto.


 


“Trust Property” 
means (i) the Equipment Notes held as the property of the Trust
and, subject to the Intercreditor Agreement, all monies at any time paid
thereon and all monies due and to become due thereunder, (ii) funds from
time to time deposited in the Certificate Account and the Special Payments
Account and, subject to the Intercreditor Agreement, any proceeds from the sale
by the Trustee pursuant to Article VI hereof of any Equipment Note and
(iii) all rights of the Trust and the Trustee, on behalf of the Trust,
under the Intercreditor Agreement, the Escrow Agreement, the Note Purchase
Agreement, the Policy and the Liquidity Facilities, including, without
limitation, all rights to receive certain payments thereunder, and all monies
paid to the Trustee on behalf of the Trust pursuant to the Intercreditor
Agreement, the Policy or the Liquidity Facilities, provided that rights
with respect to the Deposits or under the Escrow Agreement, except for the
right to direct withdrawals for the purchase of Equipment Notes to be held
herein, will not constitute Trust Property.


 


“Trustee” 
means Wilmington Trust Company, or its successor in interest, and any
successor or other trustee appointed as provided herein.


 


“Trustee’s Liens”  has
the meaning specified in Section 7.17.


 


“Underwriters” means Morgan Stanley & Co.
Incorporated.


 


“Underwriting Agreement” 
means the Underwriting Agreement dated February
    , 2004 among the Underwriters and the Company, as the
same may be amended, supplemented or otherwise modified from time to time in
accordance with its terms.


 


“Unindemnified Tax” 
means (i) any Tax imposed on the net income, net worth or capital,
or any franchise Tax or similar doing business Tax, of the Pass Through
Trustee, (ii) any withholding Tax imposed by the United States (including,
without limitation, any withholding Tax imposed by the United States which is
imposed or increased as a result of the Pass Through Trustee failing to deliver
to the Company any certificate or document necessary to establish that payments
under this Agreement are exempt from withholding Tax), and (iii) any
Avoidable Tax.


 


Section 1.02.        Compliance Certificates and Opinions.  Upon any application or request
(except with respect to matters set forth in Article II) by the Company,
any Loan Trustee to the Trustee to take any action under any provision of this
Agreement, the Company, such Loan Trustee, as the case may be, shall furnish to
the Trustee (i) an Officer’s Certificate stating that, in the opinion of
the signers, all conditions precedent, if any, provided for in this Agreement
relating to the proposed action have been complied with and (ii) an
Opinion of Counsel stating that in the opinion of such counsel all such
conditions precedent, if any, have been complied with, except that in the case
of any such application or request as to which the furnishing of such documents
is specifically required by any provision of this Agreement relating to such
particular application or request, no additional certificate or opinion need be
furnished.


 


Every certificate or opinion
with respect to compliance with a condition or covenant provided for in this
Agreement (other than a certificate provided pursuant to Section 8.04(d))
shall include:


 


11

















 


(1)           a statement that each individual signing such
certificate or opinion has read such covenant or condition and the definitions
in this Agreement relating thereto;


 


(2)           a brief statement as to the nature and scope
of the examination or investigation upon which the statements or opinions
contained in such certificate or opinion are based;


 


(3)           a statement that, in the opinion of each such
individual, he has made such examination or investigation as is necessary to
enable him to express an informed opinion as to whether or not such covenant or
condition has been complied with; and


 


(4)           a statement as to whether, in the opinion of
each such individual, such condition or covenant has been complied with.


 


Section 1.03.        Form of Documents Delivered to Trustee.  In any case where several
matters are required to be certified by, or covered by an opinion of, any
specified Person, it is not necessary that all such matters be certified by, or
covered by the opinion of, only one such Person, or that they be so certified
or covered by only one document, but one such Person may certify or give an
opinion with respect to some matters and one or more other such Persons as to
other matters and any such Person may certify or give an opinion as to such
matters in one or several documents.


 


Where any Person is required
to make, give or execute two or more applications, requests, consents,
certificates, statements, opinions or other instruments under this Agreement
or, in respect of the Certificates, this Agreement, they may, but need not, be
consolidated and form one instrument.


 


Section 1.04.        Directions of Certificateholders.  (a) Any direction, consent,
request, demand, authorization, notice, waiver or other action provided by this
Agreement to be given or taken by Certificateholders (a “Direction”) may be embodied in and evidenced by one or
more instruments of substantially similar tenor signed by such
Certificateholders in person or by an agent or proxy duly appointed in writing;
and, except as herein otherwise expressly provided, such action shall become
effective when such instrument or instruments are delivered to the Trustee and,
where it is hereby expressly required pursuant to this Agreement, to the
Company or any Loan Trustee.  Proof of execution
of any such instrument or of a writing appointing any such agent or proxy shall
be sufficient for any purpose of this Agreement and conclusive in favor of the
Trustee, the Company and any Loan Trustee, if made in the manner provided in
this Section.


 


(b)           The fact and date of the execution by any
Person of any such instrument or writing may be proved by the certificate of
any notary public or other officer of any jurisdiction authorized to take
acknowledgments of deeds or administer oaths that the Person executing such
instrument acknowledged to him the execution thereof, or by an affidavit of a
witness to such execution sworn to before any such notary or such other officer
and where such execution is by an officer of a corporation or association or a
member of a partnership, on behalf of such 


 


12

















 


corporation, association or
partnership, such certificate or affidavit shall also constitute sufficient
proof of his authority.  The fact and
date of the execution of any such instrument or writing, or the authority of
the Person executing the same, may also be proved in any other reasonable
manner which the Trustee deems sufficient.


 


(c)           In determining whether the Certificateholders
of the requisite Fractional Undivided Interests of Certificates Outstanding
have given any Direction under this Agreement, Certificates owned by the
Company or any Affiliate thereof shall be disregarded and deemed not to be
Outstanding for purposes of any such determination.  In determining whether the Trustee shall be protected in relying
upon any such Direction, only Certificates which the Trustee knows to be so
owned shall be so disregarded. 
Notwithstanding the foregoing, (i) if any such Person owns 100% of
the Certificates Outstanding, such Certificates shall not be so disregarded,
and (ii) if any amount of Certificates so owned by any such Person have
been pledged in good faith, such Certificates shall not be disregarded if the
pledgee establishes to the satisfaction of the Trustee the pledgee’s right so
to act with respect to such Certificates and that the pledgee is not the
Company or any Affiliate thereof.


 


(d)           For all purposes of this Agreement, all
Certificates shall vote and take all other actions of Certificateholders
together as one series of Certificates.


 


(e)           The Company may at its option, by delivery of
an Officer’s Certificate to the Trustee, set a record date to determine the
Certificateholders entitled to give any Direction.  Notwithstanding Section 316(c) of the Trust Indenture Act,
such record date shall be the record date specified in such Officer’s
Certificate, which shall be a date not more than 30 days prior to the first
solicitation of Certificateholders in connection therewith.  If such a record date is fixed, such
Direction may be given before or after such record date, but only the
Certificateholders of record at the close of business on such record date shall
be deemed to be Certificateholders for the purposes of determining whether
Certificateholders of the requisite proportion of Outstanding Certificates have
authorized or agreed or consented to such Direction, and for that purpose the
Outstanding Certificates shall be computed as of such record date; provided
that no such Direction by the Certificateholders on such record date shall be
deemed effective unless it shall become effective pursuant to the provisions of
this Agreement not later than one year after such record date.


 


(f)            Any Direction by the Holder of any
Certificate shall bind the Holder of every Certificate issued upon the transfer
thereof or in exchange therefor or in lieu thereof, whether or not notation of
such Direction is made upon such Certificate.


 


(g)           Except as otherwise provided in
Section 1.04(c), Certificates owned by or pledged to any Person shall have
an equal and proportionate benefit under the provisions of this Agreement,
without preference, priority or distinction as among all of the Certificates.


 


13

















 


ARTICLE II


 


ORIGINAL ISSUANCE OF CERTIFICATES;

ACQUISITION OF EQUIPMENT NOTES


 


Section 2.01.        Issuance of Certificates; Acquisition of Equipment Notes.  (a)
The Trustee is hereby directed (i) to execute and deliver the
Intercreditor Agreement, the Escrow Agreement, the Policy Provider Agreement
and the Note Purchase Agreement on or prior to the Issuance Date, each in the
form delivered to the Trustee by the Company and (ii) subject to the
respective terms thereof, to perform its obligations thereunder.  Upon request of the Company and the
satisfaction or waiver of the closing conditions specified in the Underwriting
Agreement, the Trustee shall execute, deliver, authenticate, issue and sell
Certificates in authorized denominations equaling in the aggregate the amount
set forth, with respect to the Trust, in Schedule II to the Underwriting
Agreement evidencing the entire ownership interest in the Trust, which amount
equals the maximum aggregate principal amount of Equipment Notes which may be
purchased by the Trustee pursuant to the Note Purchase Agreement.  Except as provided in Sections 3.04,
3.05, 3.07 and 3.10 hereof, the Trustee shall not execute, authenticate or
deliver Certificates in excess of the aggregate amount specified in this
paragraph.


 


(b)           On or after the Issuance Date, the Company
may deliver from time to time to the Trustee a Funding Notice relating to one
or more Equipment Notes.  After receipt
of a Funding Notice and in any case no later than one Business Day prior to a
Funding Date as to which such Funding Notice relates (the “Applicable
Funding Date”) (or, if the
Issuance Date is an Applicable Funding Date, on the Issuance Date), the Trustee
shall (as and when specified in the Funding Notice) instruct the Escrow Agent
to provide a Notice of Purchase Withdrawal to the Depositary requesting
(A) the withdrawal of one or more Deposits on the Applicable Funding Date
in accordance with and to the extent permitted by the terms of the Escrow
Agreement and the Deposit Agreement and (B) the payment of all, or a
portion, of such Deposit or Deposits in an amount equal in the aggregate to the
purchase price of such Equipment Notes to or on behalf of the Company, as the
case may be, issuing such Equipment Notes, all as shall be described in the
Funding Notice; provided that, if the Issuance Date is an Applicable
Funding Date, such purchase price shall be paid from a portion of the proceeds
of the sale of the Certificates.  The
Trustee shall (as and when specified in such Funding Notice), subject to the
conditions set forth in Section 2 of the Note Purchase Agreement, enter
into and perform its obligations under the Participation Agreement specified in
such Funding Notice (the “Applicable Participation Agreement”) and cause such certificates, documents and
legal opinions relating to the Trustee to be duly delivered as required by the
Applicable Participation Agreement.  If
at any time prior to the Applicable Funding Date, the Trustee receives a notice
of postponement pursuant to Section 1(d) of the Note Purchase Agreement,
then the Trustee shall give the Depositary (with a copy to the Escrow Agent) a
notice of cancellation of such Notice of Purchase Withdrawal relating to such
Deposit or Deposits on such Applicable Funding Date.  Upon satisfaction of the conditions specified in the Note Purchase
Agreement and the Applicable Participation Agreement, the Trustee shall
purchase the applicable Equipment Notes with the proceeds of the withdrawals of
one or more Deposits made on the Applicable Funding Date in accordance with the
terms of the Deposit Agreement and the Escrow Agreement (or, if the Issuance
Date is the Applicable Funding Date with respect to such Applicable
Participation Agreement, from a portion of the proceeds of the sale of the
Certificates).  The purchase price of
such Equipment


 


14

















 


Notes shall equal the
principal amount of such Equipment Notes. 
Amounts withdrawn from such Deposit or Deposits in excess of the
purchase price of the Equipment Notes or to the extent not applied on the
Applicable Funding Date to the purchase price of the Equipment Notes, shall be
re-deposited by the Trustee with the Depositary on the Applicable Funding Date
in accordance with the terms of the Deposit Agreement.


 


Section 2.02.        Withdrawal of Deposits.  If any Deposits remain outstanding on the Business
Day next succeeding the Cut-Off Date, (i) (A) the Trustee shall give the
Escrow Agent notice that the Trustee’s obligation to purchase Equipment Notes
under the Note Purchase Agreement has terminated and instruct the Escrow Agent
to provide a notice of Final Withdrawal to the Depositary substantially in the
form of Exhibit B to the Deposit Agreement (the “Final
Withdrawal Notice”) and
(B) the Trustee will make a demand upon the Company under the Note
Purchase Agreement for an amount equal to the Special Redemption Premium, if
applicable, such payment to be made on the Final Withdrawal Date.


 


Section 2.03.        Acceptance by Trustee.  The Trustee, upon the execution and delivery
of this Agreement, acknowledges its acceptance of all right, title and interest
in and to the Trust Property and declares that the Trustee holds and will hold
such right, title and interest for the benefit of all then present and future
Certificateholders, upon the trusts herein set forth.  Subject to Section 7.14, the Trustee shall take all actions
reasonably necessary to effect the registration of all such Equipment Notes in
the name of the Subordination Agent.  By
its payment for and acceptance of each Certificate issued to it under this Agreement,
each Certificateholder as grantor of the Trust thereby joins in the creation
and declaration of the Trust.


 


Section 2.04.        Limitation of Powers.  The Trust is constituted solely for the
purpose of making the investment in the Equipment Notes, and, except as set
forth herein, the Trustee shall not be authorized or empowered to acquire any
other investments or engage in any other activities including without
limitation purchasing any Equipment Note issued in connection with the
redemption of outstanding Equipment Notes under any Indenture and, in
particular, the Trustee shall not be authorized or empowered to do anything
that would cause such Trust to fail to qualify as a “grantor trust” for federal
income tax purposes (including as subject to this restriction, acquiring any
Aircraft (as defined in the respective Indentures) by bidding such Equipment
Notes or otherwise, or taking any action with respect to any such Aircraft once
acquired).


 


ARTICLE III


 


THE CERTIFICATES


 


Section 3.01.        Title, Form, Denomination and Execution of Certificates.  (a)  Each Certificate will represent a Fractional
Undivided Interest in the Trust, shall be issued in fully registered form
without coupons and shall be substantially in the form set forth as
Exhibit A hereto, with such appropriate insertions, omissions, substitutions
and other variations as are required or permitted by this Agreement and may
have such letters, numbers or other marks of identification and such legends or
endorsements placed thereon as may be required to comply with the rules of any
securities exchange or as may, consistently herewith, be determined by the
Trustee or the officers executing such Certificates, as evidenced by the
Trustee’s or officer’s


 


15

















 


execution of the
Certificates (provided that such letters, numbers or other marks of
identification and such legends or endorsements are in a form acceptable to the
Company).  Any portion of the text of
any Certificate may be set forth on the reverse thereof, with an appropriate
reference thereto on the face of the Certificate.  At the Escrow Agent’s request under the Escrow Agreement, the
Trustee shall affix the corresponding Escrow Receipt to each Certificate.  In any event, any transfer or exchange of
any Certificate shall also effect a transfer or exchange of the related Escrow
Receipt.  Prior to the Final Withdrawal
Date, no transfer or exchange of any Certificate shall be permitted unless the
Corresponding Escrow Receipt is attached thereto and also is so transferred or
exchanged.  By acceptance of any
Certificate to which an Escrow Receipt is attached, each Holder of such a
Certificate acknowledges and accepts the restrictions on transfer of the Escrow
Receipt set forth herein and in the Escrow Agreement.


 


(b)           The Certificates shall be issued only in
fully registered form without coupons and only in minimum denominations of
$1,000 and integral multiples of $1,000 in excess thereof, except that one
Certificate may be issued in a different denomination.  Each Certificate shall be dated the date of
its authentication.  The aggregate
Fractional Undivided Interest of Certificates shall not at any time exceed
$                    .


 


(c)           The Certificates shall be in registered form
and shall be typed, printed, lithographed or engraved or produced by any
combination of these methods or may be produced in any other manner, all as
determined by the officers executing such Certificates, as evidenced by their
execution of such Certificates.


 


Section 3.02.        Restrictive Legends.  Each Global Certificate shall bear the
following legend on the face thereof:


 


UNLESS THIS CERTIFICATE IS PRESENTED BY AN
AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK
CORPORATION (“DTC”), TO THE TRUSTEE OR ITS AGENT FOR REGISTRATION OF TRANSFER,
EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IN EXCHANGE FOR THIS
CERTIFICATE IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER
NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT
HEREON IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED
BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE
HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE
REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.


 


TRANSFERS OF THIS CERTIFICATE SHALL BE
LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR TO A
SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE AND TRANSFERS OF PORTIONS OF THIS
CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE
RESTRICTIONS SET FORTH IN SECTION 3.05 OF THE PASS THROUGH TRUST AGREEMENT
REFERRED TO HEREIN.


 


16

















 


Section 3.03.        Authentication of Certificates.  (a) On the Issuance Date, the
Trustee shall duly execute, authenticate and deliver Certificates in authorized
denominations equaling in the aggregate the amount set forth, with respect to
the Trust, in Schedule II to the Underwriting Agreement, evidencing the
entire ownership of the Trust, which amount equals the maximum aggregate principal
amount of Equipment Notes which may be purchased by the Trustee pursuant to the
Note Purchase Agreement.


 


(b)           No Certificate shall be entitled to any
benefit under this Agreement or be valid or obligatory for any purpose, unless
there appears on such Certificate a certificate of authentication substantially
in the form provided for herein executed by the Trustee by the manual signature
of one of its authorized signatories, and such certificate upon any Certificate
shall be conclusive evidence, and the only evidence, that such Certificate has
been duly authenticated and delivered hereunder.


 


(c)           Certificates bearing the manual or facsimile
signature of an individual who was, at the time when such signature was
affixed, authorized to sign on behalf of the Trustee shall be valid and binding
obligations of the Trust notwithstanding that such individual has ceased to be
so authorized prior to the authentication and delivery of such Certificates or
did not hold such office on the date of such Certificates.


 


Section 3.04.        Transfer and Exchange.  The Trustee shall cause to be kept at the
office or agency to be maintained by it in accordance with the provisions of
Section 7.12 a register (the “Register”) of the Certificates in which, subject to such reasonable regulations
as it may prescribe, the Trustee shall provide for the registration of such
Certificates and of transfers and exchanges of such Certificates as herein
provided.  The Trustee shall initially
be the registrar (the “Registrar”) for the purpose of registering such Certificates and transfers and
exchanges of such Certificates as herein provided.  The Company, upon notice to the Trustee, may change the Registrar
at any time.


 


All Certificates issued upon
any registration of transfer or exchange of Certificates shall be valid
obligations of the Trust, evidencing the same interest therein, and entitled to
the same benefits under this Trust Agreement, as the Certificates surrendered
upon such registration of transfer or exchange.


 


A Certificateholder may transfer
a Certificate, or request that a Certificate be exchanged for Certificates in
an aggregate Fractional Undivided Interest equal to the Fractional Undivided
Interest of such Certificate surrendered for exchange of other authorized
denominations, by surrender of such Certificate to the Trustee with the form of
transfer notice thereon duly completed and executed, and otherwise complying
with the terms of this Agreement, including providing evidence of compliance
with any restrictions on transfer, in form satisfactory to the Trustee and the
Registrar.  No such transfer shall be
effected until, and such transferee shall succeed to the rights of a
Certificateholder only upon, final acceptance and registration of the transfer
by the Registrar in the Register.  Prior
to the registration of any transfer by a Certificateholder as provided herein,
the Trustee shall treat the person in whose name the Certificate is registered
as the owner thereof for all purposes, and the Trustee shall not be affected by
notice to the contrary.  Furthermore,
DTC shall, by acceptance of a Global Certificate, agree that transfers of
beneficial interests in such Global Certificate may be effected


 


17

















 


only through a book-entry system maintained
by DTC (or its agent) and that ownership of a beneficial interest in the
Certificate shall be required to be reflected in a book entry.  When Certificates are presented to the
Registrar with a request to register the transfer thereof or to exchange them
for other authorized denominations of a Certificate in a Fractional Undivided
Interest equal to the aggregate Fractional Undivided Interest of Certificates
surrendered for exchange, the Registrar shall register the transfer or make the
exchange as requested if its requirements for such transactions are met.


 


To permit registrations of
transfers and exchanges in accordance with the terms, conditions and
restrictions hereof, the Trustee shall execute and authenticate Certificates at
the Registrar’s request.  No service
charge shall be made to a Certificateholder for any registration of transfer or
exchange of Certificates, but the Trustee shall require payment of a sum
sufficient to cover any tax or governmental charge that may be imposed in
connection with any transfer or exchange of Certificates.  All Certificates surrendered for
registration of transfer or exchange shall be canceled and subsequently
destroyed by the Trustee.


 


Section 3.05.        Global, Book-Entry and Definitive Certificates. 
(a)   Except for one
Certificate that may be issued in a denomination of other than an even multiple
of $1,000, except as provided in the following sentence, the Certificates may
be issued at the option of the Company in the form of one or more typewritten
Global Certificates representing the Book-Entry Certificates of such class, to
be delivered to DTC, the initial Clearing Agency, by the Trustee on behalf of
the related Trust.  In the case of the
issuance of Global Certificates, such Global Certificates delivered to DTC
shall initially be registered on the Register in the name of Cede &
Co., the nominee of the initial Clearing Agency, and no Certificate Owner will
receive a definitive certificate representing such Certificate Owner’s interest
in the Certificates, except as provided in Subsection (d) below. As to
Global Certificates, unless and until definitive, fully registered Certificates
(the “Definitive Certificates”)
have been issued pursuant to Subsection (d) below:


 


(i)            the provisions of this Section 3.05
shall be in full force and effect;


 


(ii)           the Company, the Paying Agent, the Registrar
and the Trustee  may deal with the
Clearing Agency for all purposes (including the making of distributions on the
Global Certificates);


 


(iii)          to the extent that the provisions of this
Section 3.05 conflict with any other provisions of this Agreement, the
provisions of this Section 3.05 shall control;


 


(iv)          the rights of Certificate Owners shall be
exercised only through the Clearing Agency and shall be limited to those
established by law and agreements between such Certificate Owners and the
Clearing Agency and/or the Clearing Agency Participants; and until Definitive
Certificates are issued pursuant to Subsection (d) below, the Clearing
Agency will make book-entry transfers in respect of the Book-Entry Certificates
among the Clearing Agency Participants and receive and transmit distributions
of principal, interest and premium, if any, on the Global Certificates to such
Clearing Agency Participants;


 


18

















 


(v)           Global Certificates may be transferred in
whole, but not in part, and in the manner provided in Section 3.04, by the
Clearing Agency holding such  Global
Certificates to a nominee of such Clearing Agency, or by such Clearing Agency
to a successor Clearing Agency that has been selected or approved by the
Company or to a nominee of such successor Clearing Agency; and


 


(vi)          whenever this Agreement requires or permits
actions to be taken based upon instructions or directions of Certificateholders
evidencing a specified percentage of the Fractional Undivided Interests in the
Trust, the Clearing Agency shall be deemed to represent such percentage only to
the extent that it has received instructions to such effect from Clearing
Agency Participants owning or representing, respectively, such required
percentage of the Book-Entry Certificates and has delivered such instructions
to the Trustee. Neither the Company nor the Trustee shall have any obligation
to determine whether the Clearing Agency has in fact received any such
instructions.


 


(b)           Whenever notice or other communication to the
Certificateholders is required under this Agreement, unless and until
Definitive Certificates shall have been issued pursuant to Subsection (d)
below, the Trustee shall give all such notices and communications specified
herein to be given to Certificateholders to the Clearing Agency.


 


(c)           The Trustee shall enter into the applicable
Letter of Representations with respect to the Global Certificates and fulfill
its responsibilities thereunder.


 


(d)           If with respect to the Global Certificates
(i) the Company advises the Trustee in writing that the Clearing Agency
that holds such Global Certificates is no longer willing or able to discharge
properly its responsibilities and the Trustee or the Company is unable to
locate a qualified successor, (ii) the Company, at its option, advises the
Trustee in writing that it elects to terminate the book-entry system through
the Clearing Agency or (iii) after the occurrence of an Event of Default,
Certificate Owners of Book-Entry Certificates evidencing Fractional Undivided
Interests aggregating not less than a majority in interest in the Trust, by Act
of such Certificate Owners delivered to the Company and the Trustee, advise the
Company, the Trustee and the Clearing Agency through the Clearing Agency
Participants in writing that the continuation of a book-entry system through
the Clearing Agency Participants is no longer in the best interests of the
Certificate Owners, then the Trustee shall notify all Certificate Owners,
through the Clearing Agency, of the occurrence of any such event and of the
availability of Definitive Certificates. Upon surrender to the Trustee of all
the Global Certificates held by the Clearing Agency, accompanied by
registration instructions from the Clearing Agency Participants for
registration of Definitive Certificates in the names of Certificate Owners, the
Trustee shall issue and deliver the Definitive Certificates in accordance with
the instructions of the Clearing Agency. Neither the Company, the Registrar,
the Paying Agent nor the Trustee shall be liable for any delay in delivery of
such instructions and may conclusively rely on, and shall be protected in
relying on, such registration instructions. Upon the issuance of Definitive
Certificates, the Trustee shall recognize the Persons in whose names the
Definitive Certificates are registered in the Register as Certificateholders
hereunder. Neither the Company nor the Trustee shall be liable if the Trustee or
the Company is unable to locate a qualified successor Clearing Agency.


 


19

















 


(e)           Until such time as no Certificates remain
Outstanding, the Registrar shall retain copies of all letters, notices and
other written communications received pursuant to this Section 3.05.  The Trustee, if not the Registrar at such
time, shall have the right to inspect and make copies of all such letters,
notices or other written communications at any reasonable time upon the giving
of reasonable written notice to the Registrar.


 


Section 3.06.        [Intentionally Omitted.]


 


Section 3.07.        Mutilated, Destroyed, Lost or Stolen
Certificates.  If (a) any mutilated Certificate is
surrendered to the Registrar or the Registrar receives evidence to its
satisfaction of the destruction, loss or theft of any Certificate and
(b) there is delivered to the Registrar and the Trustee such security,
indemnity or bond, as may be required by them to save each of them harmless,
then, in the absence of notice to the Registrar or the Trustee that such
destroyed, lost or stolen Certificate has been acquired by a protected
purchaser, and provided that the requirements of Section 8-405 of the
Uniform Commercial Code in effect in any applicable jurisdiction are met, the
Trustee shall execute, authenticate and deliver, in exchange for or in lieu of
any such mutilated, destroyed, lost or stolen Certificate, a new Certificate or
Certificates, in authorized denominations and of like Fractional Undivided
Interest and bearing a number not contemporaneously outstanding.


 


In connection with the
issuance of any new Certificate under this Section 3.07, the Trustee may
require the payment of a sum sufficient to cover any tax or other governmental
charge that may be imposed in relation thereto and any other expenses
(including the fees and expenses of the Trustee and the Registrar) connected
therewith.


 


Any duplicate Certificate
issued pursuant to this Section 3.07 shall constitute conclusive evidence
of the appropriate Fractional Undivided Interest in the Trust, as if originally
issued, whether or not the lost, stolen or destroyed Certificate shall be found
at any time.


 


The provisions of this
Section are exclusive and shall preclude (to the extent lawful) all other
rights and remedies with respect to the replacement or payment of mutilated,
destroyed, lost or stolen Certificates.


 


Section 3.08.        Persons Deemed Owners.  Prior to due presentment of a Certificate
for registration of transfer, the Trustee, the Registrar and any Paying Agent
may treat the Person in whose name any Certificate is registered (as of the day
of determination) as the owner of such Certificate for the purpose of receiving
distributions pursuant to Article IV and for all other purposes
whatsoever, and none of the Trustee, the Registrar or any Paying Agent shall be
affected by any notice to the contrary.


 


Section 3.09.        Cancellation.  All Certificates surrendered for payment or
transfer or exchange shall, if surrendered to the Trustee or any agent of the
Trustee other than the Registrar, be delivered to the Registrar for
cancellation and shall promptly be canceled by it.  No Certificates shall be authenticated in lieu of or in exchange
for any Certificates canceled as provided in this Section, except as expressly
permitted by this Agreement.  All
canceled Certificates held by the Registrar shall be destroyed and a
certification of their destruction delivered to the Trustee.


 


20

















 


Section 3.10.        Temporary Certificates.  Until definitive Certificates are ready for
delivery, the Trustee shall authenticate temporary Certificates.  Temporary Certificates shall be
substantially in the form of definitive Certificates but may have insertions,
substitutions, omissions and other variations determined to be appropriate by
the officers executing the temporary Certificates, as evidenced by their
execution of such temporary Certificates. 
If temporary Certificates are issued, the Trustee will cause definitive
Certificates to be prepared without unreasonable delay.  After the preparation of definitive
Certificates, the temporary Certificates shall be exchangeable for definitive
Certificates upon surrender of the temporary Certificates at the office or
agency of the Trustee designated for such purpose pursuant to
Section 7.12, without charge to the Certificateholder.  Upon surrender for cancellation of any one
or more temporary Certificates, the Trustee shall execute, authenticate and
deliver in exchange therefor a like face amount of definitive Certificates of
authorized denominations.  Until so
exchanged, the temporary Certificates shall be entitled to the same benefits
under this Agreement as definitive Certificates.


 


Section 3.11.        Limitation of Liability for Payments.  All payments and distributions
made to Certificateholders in respect of the Certificates shall be made only
from the Trust Property and only to the extent that the Trustee shall have
sufficient income or proceeds from the Trust Property to make such payments in
accordance with the terms of Article IV of this Agreement.  Each Certificateholder, by its acceptance of
a Certificate, agrees that it will look solely to the income and proceeds from
the Trust Property for any payment or distribution due to such
Certificateholder pursuant to the terms of this Agreement and that it will not
have any recourse to the Company, the Trustee, the Loan Trustees, the Liquidity
Provider or the Policy Provider, except as otherwise expressly provided herein
or in the Intercreditor Agreement.


 


The Company is a party to
this Agreement solely for purposes of meeting the requirements of the Trust
Indenture Act, and therefore shall not have any right, obligation or liability
hereunder (except as otherwise expressly provided herein).


 


Section 3.12.        ERISA Legend.  All Certificates issued pursuant to this
Agreement shall bear a legend to the following effect (the “ERISA Legend”) unless the Company and the Trustee
determine otherwise consistent with applicable law:


 


“BY ITS ACQUISITION HEREOF, THE HOLDER REPRESENTS
THAT (A) NO PLAN ASSETS HAVE BEEN USED TO PURCHASE THIS CERTIFICATE OR AN
INTEREST HEREIN OR (B) THE PURCHASE AND HOLDING OF THIS CERTIFICATE OR AN
INTEREST HEREIN IS EXEMPT FROM THE PROHIBITED TRANSACTION RESTRICTIONS OF ERISA
AND THE CODE PURSUANT TO ONE OR MORE PROHIBITED TRANSACTION STATUTORY OR
ADMINISTRATIVE EXEMPTIONS.  THE PASS
THROUGH TRUST AGREEMENT CONTAINS A PROVISION REQUIRING THE TRUSTEE TO REFUSE TO
REGISTER ANY TRANSFER OF THIS CERTIFICATE IN VIOLATION OF THE FOREGOING
RESTRICTIONS.”


 


By acceptance of any
Certificate bearing the ERISA Legend, each Holder of such a Certificate
acknowledges the restrictions on transfer of such Certificate set forth in this
Agreement and agrees that it will transfer such Certificate only as provided in
this Agreement.


 


21

















 


The Trustee shall not register a transfer of
any Certificate unless such transfer complies with the restrictions on
transfer, if any, of such Certificate set forth in such legend.


 


ARTICLE IV


 


DISTRIBUTIONS; STATEMENTS TO

CERTIFICATEHOLDERS


 


Section 4.01.        Certificate Account and Special Payments Account.  (a)
The Trustee shall establish and maintain on behalf of the Certificateholders a
Certificate Account as one or more non-interest-bearing accounts.  The Trustee shall hold the Certificate
Account in trust for the benefit of the Certificateholders, and shall make or
permit withdrawals therefrom only as provided in this Agreement.  On each day when a Scheduled Payment is made
to the Trustee under the Intercreditor Agreement, the Trustee upon receipt
thereof shall immediately deposit the aggregate amount of such Scheduled
Payment in the Certificate Account.


 


(b)           The Trustee shall establish and maintain on
behalf of the Certificateholders a Special Payments Account as one or more
accounts, which shall be non-interest bearing except as provided in
Section 4.04.  The Trustee shall
hold the Special Payments Account in trust for the benefit of the Certificateholders
and shall make or permit withdrawals therefrom only as provided in this
Agreement.  On each day when one or more
Special Payments are made to the Trustee under the Intercreditor Agreement and
upon the payment of the Special Redemption Premium to the Trustee under the
Note Purchase Agreement, the Trustee, upon receipt thereof, shall immediately
deposit the aggregate amount of such Special Payments in the Special Payments
Account.


 


(c)           The Trustee shall cause the Subordination
Agent to present to the related Loan Trustee of each Equipment Note such
Equipment Note on the date of its stated final maturity or, in the case of any
Equipment Note which is to be redeemed in whole pursuant to the related
Indenture, on the applicable redemption date under such Indenture.


 


Section 4.02.        Distributions from Certificate Account and Special Payments Account.  (a)
On each Regular Distribution Date or as soon thereafter as the Trustee has
confirmed receipt of the payment of all or any part of the Scheduled Payments
due on such date, the Trustee shall distribute out of the Certificate Account
the entire amount deposited therein pursuant to Section 4.01(a).  There shall be so distributed to each
Certificateholder of record on the Record Date with respect to such Regular
Distribution Date (other than as provided in Section 11.01 concerning the
final distribution) by check mailed to such Certificateholder, at the address
appearing in the Register, such Certificateholder’s pro rata share (based on
the Fractional Undivided Interest in the Trust held by such Certificateholder)
of the total amount in the Certificate Account, except that, with respect to
Certificates registered on the Record Date in the name of Cede & Co., as
nominee for DTC, such distribution shall be made by wire transfer in
immediately available funds to the account designated by DTC.


 


(b)           On each Special Distribution Date with
respect to any Special Payment or as soon thereafter as the Trustee has
confirmed receipt of any Special Payments due on the Equipment Notes held in
the related Trust or realized upon the sale of such Equipment Notes or


 


22

















 


receipt of the Special
Redemption Premium, the Trustee shall distribute out of the Special Payments
Account the entire amount of such Special Payment deposited therein pursuant to
Section 4.01(b).  There shall be so
distributed to each Certificateholder of record on the Record Date with respect
to such Special Distribution Date (other than as provided in Section 11.01
concerning the final distribution) by check mailed to such Certificateholder,
at the address appearing in the Register, such Certificateholder’s pro rata
share (based on the Fractional Undivided Interest in the Trust held by such
Certificateholder) of the total amount in the Special Payments Account on
account of such Special Payment, except that, with respect to Certificates
registered on the Record Date in the name of Cede & Co., as nominee for
DTC, such distribution shall be made by wire transfer in immediately available
funds to the account designated by DTC.


 


(c)           The Trustee shall cause notice of each
Special Payment to be mailed to each Certificateholder at his address as it
appears in the Register.  In the event
of redemption or purchase of Equipment Notes held in the Trust, such notice
shall be mailed not less than 20 days prior to the Special Distribution Date
for the Special Payment resulting from such redemption or purchase, which
Special Distribution Date shall be the date of such redemption or purchase.  In the event of the payment of a Special
Redemption Premium by the Company to the Trustee under the Note Purchase
Agreement, such notice shall be mailed, together with the notice by the Escrow
Paying Agent under Section 2.06 of the Escrow Agreement, not less than 20
days prior to the Special Distribution Date for such amount, which Special
Distribution Date shall be the Final Withdrawal Date.  In the case of distributions pursuant to Section 3.7(c) or
Section 3.7(e) of the Intercreditor Agreement, the Trustee will mail
notice to the Certificateholders stating the Special Distribution Date, the
related Record Date, the amount of such distribution and the reason for such
distribution.  In the case of any other
Special Payments, such notice shall be mailed as soon as practicable after the
Trustee has confirmed that it has received funds for such Special Payment,
stating the Special Distribution Date for such Special Payment which shall
occur not less than 20 days after the date of such notice and as soon as
practicable thereafter.  Notices mailed
by the Trustee shall set forth:


 


(i)            the Special Distribution Date and the Record
Date therefor (except as otherwise provided in Section 11.01),


 


(ii)           the amount of the Special Payment for each
$1,000 face amount Certificate and the amount thereof constituting principal,
premium, if any, and interest,


 


(iii)          the reason for the Special Payment, and


 


(iv)          if the Special Distribution Date is the same
date as a Regular Distribution Date, the total amount to be received on such
date for each $1,000 face amount Certificate.


 


If the
amount of (i) premium, if any, payable upon the redemption or purchase of
an Equipment Note or (ii) the Special Redemption Premium, if any, has not
been calculated at the time that the Trustee mails notice of a Special Payment,
it shall be sufficient if the notice sets forth the other amounts to be
distributed and states that any premium received will also be distributed.


 


23

















 


If any redemption of the
Equipment Notes held in the Trust is canceled, the Trustee, as soon as possible
after learning thereof, shall cause notice thereof to be mailed to each
Certificateholder at its address as it appears on the Register.


 


Section 4.03.        Statements to Certificateholders.  (a) On each Distribution
Date, the Trustee will include with each distribution to Certificateholders of
a Scheduled Payment or Special Payment, as the case may be, a statement setting
forth the information provided below (in the case of a Special Payment,
including any Special Redemption Premium, reflecting in part the information
provided by the Escrow Paying Agent under the Escrow Agreement).  Such statement shall set forth (per $1,000
face amount Certificate as to (ii), (iii), (iv) and (v) below) the following
information:


 


(i)            the aggregate amount of funds distributed on
such Distribution Date hereunder and under the Escrow Agreement, indicating the
amount allocable to each source including any portion thereof paid by the
Liquidity Provider and/or the Policy Provider;


 


(ii)           the amount of such distribution hereunder
allocable to principal and the amount allocable to premium (including the
Special Redemption Premium), if any;


 


(iii)          the amount of such distribution hereunder
allocable to interest; and


 


(iv)          the amount of such distribution under the
Escrow Agreement allocable to interest;


 


(v)           the amount of such distribution under the
Escrow Agreement allocable to unused Deposits and Deposit Break Amount, if any;


 


(vi)          the Pool Balance and the Pool Factor; and


 


(vii)         Three-Month LIBOR for the current and
immediately preceeding Interest Periods.


 


With respect to the
Certificates registered in the name of Cede & Co., as nominee for DTC, on
the Record Date prior to each Distribution Date, the Trustee will request that
DTC post on its Internet bulletin board a securities position listing setting
forth the names of all Agent Members reflected on DTC’s books as holding
interests in the Certificates on such Record Date.  On each Distribution Date, the Trustee shall mail to each such
Agent Members the statement described above and will make available additional
copies as requested by such Agent Members for forwarding to holders of
interests in the Certificates.


 


(b)           Within a reasonable period of time after the
end of each calendar year but not later than the latest date permitted by law,
the Trustee shall furnish to each Person who at any time during such calendar
year was a Certificateholder of record a statement containing the sum of the
amounts determined pursuant to clauses (a)(i), (a)(ii), (a)(iii), (a)(iv) and
(a)(v) above for such calendar year or, in the event such Person was a
Certificateholder of record during a portion of such calendar year, for such
portion of such year, and such other items as are readily available


 


24

















 


to the Trustee and which a
Certificateholder shall reasonably request as necessary for the purpose of such
Certificateholder’s preparation of its federal income tax returns.  Such statement and such other items shall be
prepared on the basis of information supplied to the Trustee by the Agent
Members and shall be delivered by the Trustee to such Agent Members to be
available for forwarding by such Agent Members to the holders of interests in
the Certificates in the manner described in Section 4.03(a).


 


(c)           Promptly following (i) any change in the
information set forth in clauses (x), (y) and (z) below from that set forth in
page [     ] of the Prospectus, and (ii) any
early redemption or purchase of, or any default in the payment of principal or
interest in respect of, any of the Equipment Notes held in the Trust, or any
Final Withdrawal, the Trustee shall furnish to Certificateholders of record on
such date a statement setting forth (x) the expected Pool Balances for each subsequent
Regular Distribution Date following the Delivery Period Termination Date, (y)
the related Pool Factors for such Regular Distribution Dates and (z) the
expected principal distribution schedule of the Equipment Notes, in the
aggregate, held as Trust Property at the date of such notice.  With respect to the Certificates registered
in the name of Cede & Co., as nominee for DTC, on the Delivery Period
Termination Date, the Trustee will request from DTC a securities position
listing setting forth the names of all Agent Members reflected on DTC’s books
as holding interests in the Certificates on such date.  The Trustee will mail to each such Agent
Member the statement described above and will make available additional copies
as requested by such Agent Member for forwarding to holders of interests in the
Certificates.


 


Section 4.04.        Investment of Special Payment Moneys.  Any money received by the
Trustee pursuant to Section 4.01(b) representing a Special Payment which
is not distributed on the date received shall, to the extent practicable, be
invested in Permitted Investments by the Trustee pending distribution of such
Special Payment pursuant to Section 4.02. 
Any investment made pursuant to this Section 4.04 shall be in such
Permitted Investments having maturities not later than the date that such
moneys are required to be used to make the payment required under
Section 4.02 on the applicable Special Distribution Date and the Trustee
shall hold any such Permitted Investments until maturity.  The Trustee shall have no liability with
respect to any investment made pursuant to this Section 4.04, other than
by reason of the willful misconduct or negligence of the Trustee.  All income and earnings from such investments
shall be distributed on such Special Distribution Date as part of such Special
Payment.


 


ARTICLE V


 


THE COMPANY


 


Section 5.01.        Maintenance of Corporate Existence.  The Company, at its own cost
and expense, will do or cause to be done all things necessary to preserve and
keep in full force and effect its corporate existence, except as permitted by
Section 5.02.


 


Section 5.02.        Consolidation, Merger, etc.  The Company shall not
consolidate with or merge into any other Person under circumstances in which
the Company is not the surviving corporation, or convey, transfer or lease in
one or more transactions all or substantially all of its assets to any other
Person, unless:


 


25

















 


(a)           such Person is organized, existing and in
good standing under the Laws of the United States, any State of the United
States or the District of Columbia and, upon consummation of such transaction,
such Person will be a U.S. Air Carrier (as defined in the Financing Documents);
and


 


(b)           the Person formed by such consolidation or
into which the Company is merged or the Person which acquires by conveyance,
transfer or lease substantially all of the assets of the Company as an entirety
shall execute and deliver to the Trustee a duly authorized, valid, binding and
enforceable agreement in form and substance reasonably satisfactory to the
Trustee containing an assumption by such successor corporation or Person of the
due and punctual performance and observance of each covenant and condition of
this Agreement, the Other Pass Through Trust Agreement and each Financing
Document to be performed or observed by the Company.


 


Upon any consolidation or
merger, or any conveyance, transfer or lease of substantially all of the assets
of the Company as an entirety in accordance with this Section 5.02, the
successor corporation or Person formed by such consolidation or into which the
Company is merged or to which such conveyance, transfer or lease is made shall
succeed to, and be substituted for, and may exercise every right and power of,
the Company under this Agreement with the same effect as if such successor
corporation or Person had been named as the Company herein.  No such conveyance, transfer or lease of
substantially all of the assets of the Company as an entirety shall have the
effect of releasing any successor corporation or Person which shall have become
such in the manner prescribed in this Section 5.02 from its liability in
respect of this Agreement and any Financing Document to which it is a party.


 


ARTICLE VI


 


DEFAULT


 


Section 6.01.        Events of Default.  (a) Exercise of Remedies.  Upon the occurrence and during the
continuation of any Indenture Default under any Indenture, with ten days’
written notice to the Trustee and each Certificateholder, the Trustee may, to
the extent it is the Controlling Party at such time (as determined pursuant to
the Intercreditor Agreement), direct the exercise of remedies as provided in
the Intercreditor Agreement.


 


(b)           Purchase Rights of Certificateholders.  By
acceptance of its Certificate, each Certificateholder agrees that at any time
within 180 days after the occurrence and during the continuation of a
Triggering Event,


 


(i)            each Class C Certificateholder shall have the
right to purchase all, but not less than all, of the Certificates and the Class
G-2 Certificates upon ten days’ written notice to the Trustee, the other
Trustees and each other Class C Certificateholder, provided that
(A) if prior to the end of such ten-day period any other Class C
Certificateholder notifies such purchasing Class C Certificateholder that such
other Class C Certificateholder wants to participate in such purchase, then
such other Class C Certificateholder may join with the purchasing Class C
Certificateholder to purchase all, but not less than all, of the Certificates
and the Class G-2 Certificates pro rata based on


 


26

















 


the Fractional Undivided Interest in the Class C Trust held by each such
Class C Certificateholder and (B) if prior to the end of such ten-day
period any other Class C Certificateholder fails to notify the purchasing Class
C Certificateholder of such other Class C Certificateholder’s desire to
participate in such a purchase, then such other Class C Certificateholder shall
lose its right to purchase the Certificates and the Class G-2 Certificates
pursuant to this Section 6.01(b); and


 


(ii)           whether or not any Class C Certificateholders
exercise their right to purchase pursuant to clause (i) above, the Policy
Provider, if it is then the Controlling Party and 180 days have elapsed since
the occurrence of a Triggering Event that is continuing, shall have the right
(except in the event of a Policy Provider Default) to purchase all, but not
less than all, of the Certificates and the Class G-2 Certificates upon ten
days’ written notice to the Trustee, the Other Trustee and the
Certificateholders.


 


The purchase price with
respect to the Certificates and the Class G-2 Certificates shall be equal to
the Pool Balance of the Certificates, together with accrued and unpaid interest
thereon to the date of such purchase, plus Break Amount, if any, and including
any other amounts then due and payable to the Certificateholders under this
Agreement, the Intercreditor Agreement, the Escrow Agreement or any Financing
Document or on or in respect of the Certificates plus the amount payable
in connection with the purchase of the Class G-2 Certificates pursuant to
Section 6.01(b) of the Other Pass Through Trust Agreement for the
Class G-2 Certificates; provided, however, that (i) if
such purchase occurs after the record date specified in Section 2.03(b) of
the Escrow Agreement relating to the distribution of unused Deposits and
accrued and unpaid interest thereunder, such purchase price shall be reduced by
the aggregate amount of unused Deposits and interest to be distributed under
the Escrow Agreement (which deducted amounts shall remain distributable to, and
may be retained by, the Certificateholder as of such Record Date) and
(ii) if such purchase occurs after a Record Date, such purchase price shall
be reduced by the amount to be distributed hereunder on the related
Distribution Date (which deducted amounts shall remain distributable to, and
may be retained by, the Certificateholder as of such Record Date); provided,
further, that no such purchase of Certificates shall be effective unless
the purchaser(s) shall certify to the Trustee that contemporaneously with such
purchase, such purchaser(s) is purchasing, pursuant to the terms of this
Agreement all of the Certificates.  Each
payment of the purchase price of the Certificates referred to in the first
sentence hereof shall be made to an account or accounts designated by the
Trustee and relevant Other Trustee, as applicable, and each such purchase shall
be subject to the terms of this Section 6.01(b).  Each Certificateholder agrees by its acceptance of its
Certificate that it will, subject to Section 3.04 hereof, upon payment
from such Class C Certificateholder(s) or the Policy Provider, as the case may
be, of the purchase price set forth in the first sentence of this paragraph,
forthwith sell, assign, transfer and convey to the purchaser(s) thereof
(without recourse, representation or warranty of any kind except for its own
acts), all of the right, title, interest and obligation of such Certificateholder
in this Agreement, the Escrow Agreement, the Deposit Agreement, the
Intercreditor Agreement, the Liquidity Facility, the Policy, the Financing
Documents and all Certificates and Escrow Receipts held by such
Certificateholder (excluding all right, title and interest under any of the
foregoing to the extent such right, title or interest is with respect to an
obligation not then due and payable as respects any action or inaction or state
of affairs occurring prior to such sale) and the purchaser shall assume all of
such Certificateholder’s obligations under this Agreement, the Escrow
Agreement, the Deposit Agreement, the Intercreditor


 


27

















 


Agreement, the Liquidity Facility, the
Policy, the Financing Documents and all such Certificates and Escrow
Receipts.  The Certificates will be
deemed to be purchased on the date payment of the purchase price is made
notwithstanding the failure of the Certificateholders to deliver any
Certificates (whether in the form of Definitive Certificates or beneficial
interests in Global Certificates) and, upon such a purchase, (i) the only
rights of the Certificateholders will be to deliver the Certificates to the
purchaser(s) and receive the purchase price for such Certificates and (ii) if
the purchaser(s) shall so request, such Certificateholder will comply with all
the provisions of Section 3.04 hereof to enable new Certificates to be
issued to the purchaser in such denominations as it shall request.  All charges and expenses in connection with
the issuance of any such new Certificates shall be borne by the purchaser
thereof.


 


As used in this
Section 6.01(b), the terms “Class C Certificate”, “Class C Certificateholder”, “Class C Trust”, and “Class C
Trustee” shall have the
respective meanings assigned to such terms in the Intercreditor Agreement.


 


Section 6.02.        Incidents of Sale of Equipment Notes.  Upon any sale of all or any
part of the Equipment Notes made either under the power of sale given under
this Agreement or otherwise for the enforcement of this Agreement, the
following shall be applicable:


 


(1)           Certificateholders and Trustee May Purchase
Equipment Notes.  Any Certificateholder, the Trustee in its
individual or any other capacity or any other Person may bid for and purchase any
of the Equipment Notes, and upon compliance with the terms of sale, may hold,
retain, possess and dispose of such Equipment Notes in their own absolute right
without further accountability.


 


(2)           Receipt of Trustee Shall Discharge Purchaser.  The
receipt of the Trustee making such sale shall be a sufficient discharge to any
purchaser for his purchase money, and, after paying such purchase money and
receiving such receipt, such purchaser or its personal representative or
assigns shall not be obliged to see to the application of such purchase money,
or be in any way answerable for any loss, misapplication or non-application
thereof.


 


(3)           Application of Moneys Received upon Sale.  Any
moneys collected by the Trustee upon any sale made either under the power of
sale given by this Agreement or otherwise for the enforcement of this Agreement
shall be applied as provided in Section 4.02.


 


Section 6.03.        Judicial Proceedings Instituted by Trustee; Trustee May Bring Suit.  If
there shall be a failure to make payment of the principal of, premium, if any,
or interest on any Equipment Note, then the Trustee, in its own name and as
trustee of an express trust, as holder of such Equipment Notes, to the extent
permitted by and in accordance with the terms of the Intercreditor Agreement
and the Financing Documents, shall be entitled and empowered to institute any
suits, actions or proceedings at law, in equity or otherwise, for the
collection of the sums so due and unpaid on such Equipment Notes and may
prosecute any such claim or proceeding to judgment or final decree with respect
to the whole amount of any such sums so due and unpaid.


 


28

















 


Section 6.04.        Control by Certificateholders.  Subject to Section 6.03
and the Intercreditor Agreement, the Certificateholders holding Certificates
evidencing Fractional Undivided Interests aggregating not less than a majority
in interest in the Trust shall have the right to direct the time, method and
place of conducting any proceeding for any remedy available to the Trustee with
respect to the Trust or pursuant to the terms of the Intercreditor Agreement,
or exercising any trust or power conferred on the Trustee under this Agreement
or the Intercreditor Agreement, including any right of the Trustee as
Controlling Party under the Intercreditor Agreement or as holder of the
Equipment Notes, provided that:


 


(1)           such Direction shall not be in conflict with
any rule of law or with this Agreement and would not involve the Trustee in
personal liability or expense,


 


(2)           the Trustee shall not determine that the
action so directed would be unjustly prejudicial to the Certificateholders not
taking part in such Direction, and


 


(3)           the Trustee may take any other action deemed
proper by the Trustee which is not inconsistent with such Direction.


 


Section 6.05.        Waiver of Past Defaults.  Subject to the Intercreditor Agreement, the
Certificateholders holding Certificates evidencing Fractional Undivided
Interests aggregating not less than a majority in interest in the Trust
(i) may on behalf of all of the Certificateholders waive any past Event of
Default hereunder and its consequences or (ii) if the Trustee is the
Controlling Party, may direct the Trustee to instruct the applicable Loan
Trustee to waive any past Indenture Default under any Indenture and its
consequences, and thereby annul any Direction given by such Certificateholders
or the Trustee to such Loan Trustee with respect thereto, except a default:


 


(1)           in the deposit of any Scheduled Payment or
Special Payment under Section 4.01 or in the distribution of any payment
under Section 4.02 on the Certificates, or


 


(2)           in the payment of the principal of (premium,
if any) or interest on the Equipment Notes, or


 


(3)           in respect of a covenant or provision hereof which
under Article IX cannot be modified or amended without the consent of each
Certificateholder holding an Outstanding Certificate affected thereby.


 


Upon any such waiver, such
default shall cease to exist with respect to the Certificates and any Event of
Default arising therefrom shall be deemed to have been cured for every purpose
and any direction given by the Trustee on behalf of the Certificateholders to
the relevant Loan Trustee shall be annulled with respect thereto; but no such
waiver shall extend to any subsequent or other default or Event of Default or
impair any right consequent thereon. 
Upon any such waiver, the Trustee shall vote the Equipment Notes issued
under the relevant Indenture to waive the corresponding Indenture Default.


 


Section 6.06.        Right of Certificateholders to Receive Payments Not to Be Impaired. 
Anything in this Agreement to the contrary notwithstanding, including,
without limitation, Section 6.07 hereof, but subject to the Intercreditor
Agreement, the right of any Certificateholder


 


29

















 


to receive distributions of payments required pursuant
to Section 4.02 hereof on the Certificates when due, or to institute suit
for the enforcement of any such payment on or after the applicable Regular
Distribution Date or Special Distribution Date, shall not be impaired or
affected without the consent of such Certificateholder.


 


Section 6.07.        Certificateholders
May Not Bring Suit Except Under Certain Conditions.  A Certificateholder shall not have the right
to institute any suit, action or proceeding at law or in equity or otherwise
with respect to this Agreement, for the appointment of a receiver or for the
enforcement of any other remedy under this Agreement, unless:


 


(1)           such
Certificateholder previously shall have given written notice to the Trustee of
a continuing Event of Default;


 


(2)           Certificateholders
holding Certificates evidencing Fractional Undivided Interests aggregating not
less than 25% of the Trust shall have requested the Trustee in writing to
institute such action, suit or proceeding and shall have offered to the Trustee
indemnity as provided in Section 7.03(e);


 


(3)           the
Trustee shall have refused or neglected to institute such an action, suit or
proceeding for 60 days after receipt of such notice, request and offer of
indemnity; and


 


(4)           no
direction inconsistent with such written request shall have been given to the
Trustee during such 60-day period by Certificateholders holding Certificates
evidencing Fractional Undivided Interests aggregating not less than a majority
in interest in the Trust.


 


It is understood and intended that no one or more of
the Certificateholders shall have any right in any manner whatsoever hereunder
or under the Certificates to (i) surrender, impair, waive, affect, disturb
or prejudice any property in the Trust Property or the lien of any Indenture on
any property subject thereto, or the rights of the Certificateholders or the
holders of the Equipment Notes, (ii) obtain or seek to obtain priority over
or preference with respect to any other such Certificateholder or
(iii) enforce any right under this Agreement, except in the manner herein
provided and for the equal, ratable and common benefit of all the
Certificateholders subject to the provisions of this Agreement.


 


Section 6.08.        Remedies
Cumulative.  Every remedy given
hereunder to the Trustee or to any of the Certificateholders shall not be
exclusive of any other remedy or remedies, and every such remedy shall be
cumulative and in addition to every other remedy given hereunder or now or
hereafter given by statute, law, equity or otherwise.


 


ARTICLE VII


 


THE TRUSTEE


 


Section 7.01.        Certain
Duties and Responsibilities.  (a)
Except during the continuation of an Event of Default, the Trustee undertakes
to perform such duties as are specifically set forth


 


30

















 


in this Agreement, and no
implied covenants or obligations shall be read into this Agreement against the
Trustee.


 


(b)           In case an Event of
Default has occurred and is continuing, the Trustee shall exercise such of the
rights and powers vested in it by this Agreement, and use the same degree of
care and skill in their exercise, as a prudent man would exercise or use under
the circumstances in the conduct of its own affairs.


 


(c)           No provision of this
Agreement shall be construed to relieve the Trustee from liability for its own
negligent action, its own negligent failure to act, or its own willful
misconduct, except that


 


(1)           this
Subsection shall not be construed to limit the effect of Subsection (a) of
this Section; and


 


(2)           the
Trustee shall not be liable for any error of judgment made in good faith by a
Responsible Officer of the Trustee, unless it shall be proved that the Trustee
was negligent in ascertaining the pertinent facts.


 


(d)           Whether or not herein
expressly so provided, every provision of this Trust Agreement relating to the
conduct or affecting the liability of or affording protection to the Trustee
shall be subject to the provisions of this Section.


 


Section 7.02.        Notice
of Defaults.  As promptly as
practicable after, and in any event within 90 days after, the occurrence of any
default (as such term is defined below) hereunder, the Trustee shall transmit
by mail to the Company, the Loan Trustees and the Certificateholders in
accordance with Section 313(c) of the Trust Indenture Act, notice of such
default hereunder known to the Trustee, unless such default shall have been
cured or waived; provided, however, that, except in the case of a
default on the payment of the principal, premium, if any, or interest on any
Equipment Note held in the Trust, the Trustee shall be protected in withholding
such notice if and so long as the board of directors, the executive committee
or a trust committee of directors and/or Responsible Officers of the Trustee in
good faith determine that the withholding of such notice is in the best
interests of the Certificateholders. 
For the purpose of this Section, the term “default” means any event that is, or after notice or lapse of
time or both would become, an Event of Default.


 


Section 7.03.        Certain
Rights of Trustee.  Subject to the
provisions of Section 315 of the Trust Indenture Act:


 


(a)           the Trustee may rely
and shall be protected in acting or refraining from acting in reliance upon any
resolution, certificate, statement, instrument, opinion, report, notice,
request, direction, consent, order, bond, debenture or other paper or document
believed by it to be genuine and to have been signed or presented by the proper
party or parties;


 


(b)           any request or
direction of the Company mentioned herein shall be sufficiently evidenced by a
written description of the subject matter thereof accompanied by an Officer’s
Certificate and an Opinion of Counsel as provided in Section 1.02 of this
Agreement;


 


31

















 


(c)           whenever in the
administration of this Agreement the Trustee shall deem it desirable that a
matter be proved or established prior to taking, suffering or omitting any
action hereunder, the Trustee (unless other evidence be herein specifically
prescribed) may, in the absence of bad faith on its part, rely upon an
Officer’s Certificate of the Company or any Loan Trustee;


 


(d)           the Trustee may consult
with counsel and the advice of such counsel or any Opinion of Counsel shall be
full and complete authorization and protection in respect of any action taken,
suffered or omitted by it hereunder in good faith and in reliance thereon;


 


(e)           the Trustee shall be
under no obligation to exercise any of the rights or powers vested in it by
this Agreement at the Direction of any of the Certificateholders pursuant to
this Agreement, unless such Certificateholders shall have offered to the
Trustee reasonable security or indemnity against the cost, expenses and
liabilities which might be incurred by it in compliance with such Direction;


 


(f)            the Trustee shall not
be bound to make any investigation into the facts or matters stated in any
resolution, certificate, statement, instrument, opinion, report, notice,
request, direction, consent, order, bond, debenture or other paper or document;


 


(g)           the Trustee may execute
any of the trusts or powers under this Agreement or perform any duties under
this Agreement either directly or by or through agents or attorneys, and the
Trustee shall not be responsible for any misconduct or negligence on the part
of any agent or attorney appointed with due care by it under this Agreement;


 


(h)           the Trustee shall not
be liable with respect to any action taken or omitted to be taken by it in good
faith in accordance with the Direction of the Certificateholders holding
Certificates evidencing Fractional Undivided Interests aggregating not less
than a majority in interest in the Trust relating to the time, method and place
of conducting any proceeding for any remedy available to the Trustee, or
exercising any trust or power conferred upon the Trustee, under this Agreement;
and


 


(i)            the Trustee shall not
be required to expend or risk its own funds in the performance of any of its duties
under this Agreement, or in the exercise of any of its rights or powers, if it
shall have reasonable grounds for believing that repayment of such funds or
adequate indemnity against such risk is not reasonably assured to it.


 


Section 7.04.        Not
Responsible for Recitals or Issuance of Certificates.  The recitals contained herein and in the
Certificates, except the certificates of authentication, shall not be taken as
the statements of the Trustee, and the Trustee assumes no responsibility for
their correctness.  Subject to
Section 7.15, the Trustee makes no representations as to the validity or
sufficiency of this Agreement, any Equipment Notes, the Intercreditor
Agreement, the Deposit Agreement, the Escrow Agreement, the Certificates or any
other Financing Document, except that the Trustee hereby represents and
warrants that this Agreement has been, and the Intercreditor Agreement, the
Note Purchase Agreement, the Escrow Agreement and each Certificate will be,
executed, authenticated and delivered by one of its officers who is duly
authorized to execute, authenticate and deliver such document on its behalf.


 


32

















 


Section 7.05.        May Hold
Certificates.  The Trustee, any
Paying Agent, Registrar or any of their Affiliates or any other agent in their
respective individual or any other capacity may become the owner or pledgee of
Certificates and, subject to Sections 310(b) and 311 of the Trust
Indenture Act, if applicable, may otherwise deal with the Company or the Loan
Trustees with the same rights it would have if it were not Trustee, Paying
Agent, Registrar or such other agent.


 


Section 7.06.        Money
Held in Trust.  Money held by the
Trustee or the Paying Agent in trust hereunder need not be segregated from
other funds except to the extent required herein or by law and neither the
Trustee nor the Paying Agent shall have any liability for interest upon any
such moneys except as provided for herein.


 


Section 7.07.        Compensation
and Reimbursement.  The Company
agrees:


 


(1)           to
pay, or cause to be paid, to the Trustee from time to time reasonable
compensation for all services rendered by it hereunder as set forth in a
written fee letter dated the date hereof between the Company and the Trustee,
which letter is incorporated herein by reference (which compensation shall not
be limited by any provision of law in regard to the compensation of a trustee
of an express trust);


 


(2)           except
as otherwise expressly provided herein, to reimburse, or cause to be
reimbursed, the Trustee upon its request for all reasonable out-of-pocket
expenses, disbursements and advances incurred or made by the Trustee in
accordance with any provision of this Agreement (including the reasonable
compensation and the expenses and disbursements of its agents and counsel),
except any such expense, disbursement or advance as may be attributable to its
undertaking its normal administrative functions, or its negligence, willful
misconduct or bad faith or as may be incurred due to the Trustee’s breach of
its representations and warranties set forth in Section 7.15; and


 


(3)           to
indemnify, or cause to be indemnified, the Trustee for, and to hold it harmless
against, any loss, liability, expense or Tax (other than for or with respect to
any Unindemnified Tax) incurred without gross negligence, willful misconduct or
bad faith, on its part, arising out of or in connection with the acceptance or
administration of this Trust, including the costs and expenses of defending
itself against any claim or liability in connection with the exercise or
performance of any of its powers or duties hereunder, except for any such loss,
liability or expense incurred by reason of the Trustee’s breach of its
covenants hereunder or under any Financing Document to which it is a party or
its representations and warranties set forth in Section 7.15 or in any
other Financing Document, the authorization or giving or withholding of any
future amendments, supplements, waivers or consents with respect hereto or any
of the Financing Documents, which amendments, supplements, waivers or consents
are not required pursuant to the terms of the Financing Documents and not
requested by the Company, any loss of tax benefits, any Unindemnified Tax, or
increase in tax liability under any tax law whether or not the Company is
required to indemnify thereof or pursuant to this Agreement or any costs
associated with overhead or normal administration hereunder or any voluntary
resignation pursuant to Section 7.09.


 


33

















 


With respect to paragraph (3) above, the Trustee shall
notify the Company promptly of any claim for which it may seek indemnity and
the Company shall make payment on any such claim within 30 days of written
demand thereof (delivered together with supporting documentation).  The Company shall defend the claim and the
Trustee shall cooperate in the defense. 
The Trustee may have separate counsel with the consent of the Company
and the Company will pay the reasonable fees and expenses of such counsel.  The Company need not pay for any settlement
made, in settlement or otherwise, without its consent.


 


With respect to any Tax other than an Unindemnified
Tax, the Trustee shall be entitled to reimbursement from, and shall have a lien
prior to the Certificates upon, the Trust Property for any such Tax incurred
without negligence, bad faith or willful misconduct, on its part, arising out
of or in connection with the acceptance or administration of such Trust (other
than any Tax attributable to the Trustee’s compensation for serving as such),
including any costs and expenses incurred in contesting the imposition of any
such Tax.  If the Trustee reimburses
itself from the Trust Property of such Trust for any such Tax, it will mail a
brief report within 30 days setting forth the circumstances thereof to all
Certificateholders as their names and addresses appear in the Register.


 


Section 7.08.        Corporate
Trustee Required; Eligibility. 
There shall at all times be a Trustee hereunder which shall be eligible
to act as a trustee under Section 310(a) of the Trust Indenture Act and
shall have a combined capital and surplus of at least $75,000,000 (or a
combined capital and surplus in excess of $5,000,000 and the obligations of
which, whether now in existence or hereafter incurred, are fully and
unconditionally guaranteed by a corporation organized and doing business under
the laws of the United States, any state or territory thereof or of the
District of Columbia and having a combined capital and surplus of at least
$75,000,000).  If such corporation
publishes reports of conditions at least annually, pursuant to law or to the
requirements of federal, state, territorial or District of Columbia supervising
or examining authority, then for the purposes of this Section 7.08, the combined
capital and surplus of such corporation shall be deemed to be its combined
capital and surplus as set forth in its most recent report of conditions so
published.


 


In case at any time the Trustee shall cease to be
eligible in accordance with the provisions of this Section 7.08 to act as
Trustee, the Trustee shall resign immediately as Trustee in the manner and with
the effect specified in Section 7.09.


 


Section 7.09.        Resignation
and Removal; Appointment of Successor. 
(a) No resignation or removal of the Trustee and no appointment of a
successor Trustee pursuant to this Article shall become effective until
the acceptance of appointment by the successor Trustee under Section 7.10.


 


(b)           The Trustee may resign
at any time as trustee by giving prior written notice thereof to the Company,
the Authorized Agents and the Loan Trustees. 
If an instrument of acceptance by a successor Trustee shall not have
been delivered to the Company, the Authorized Agents, the Loan Trustees and the
Trustee within 30 days after the giving of such notice of resignation, the
resigning Trustee may petition any court of competent jurisdiction for the
appointment of a successor Trustee.


 


34

















 


(c)           The Trustee may be
removed at any time by Direction of the Certificateholders holding Certificates
evidencing Fractional Undivided Interests aggregating not less than a majority
in interest in the Trust delivered to the Trustee and to the Company and the
Loan Trustees.


 


(d)           If at any time:


 


(1)           the
Trustee shall fail to comply with Section 310 of the Trust Indenture Act,
if applicable, after written request therefor by the Company or by any
Certificateholder who has been a bona fide Certificateholder for at least six
months; or


 


(2)           the
Trustee shall cease to be eligible under Section 7.08 and shall fail to
resign after written request therefor by the Company or by any such
Certificateholder; or


 


(3)           the
Trustee shall become incapable of acting or shall be adjudged a bankrupt or
insolvent or a receiver of the Trustee or of its property shall be appointed or
any public officer shall take charge or control of the Trustee or of its
property or affairs for the purpose of rehabilitation, conservation or
liquidation;


 


then, in any case, (i) the Company may
remove the Trustee or (ii) any Certificateholder who has been a bona fide
Certificateholder for at least six months may, on behalf of itself and all
others similarly situated, petition any court of competent jurisdiction for the
removal of the Trustee and the appointment of a successor Trustee.


 


(e)           If a Responsible
Officer of the Trustee shall obtain actual knowledge of an Avoidable Tax which
has been or is likely to be asserted, the Trustee shall promptly notify the
Company and shall, within 30 days of such notification, resign hereunder unless
within such 30-day period the Trustee shall have received notice that the
Company has agreed to pay such tax.  The
Company shall promptly appoint a successor Trustee in a jurisdiction where
there are no Avoidable Taxes.


 


(f)            If the Trustee shall
resign, be removed or become incapable of acting or if a vacancy shall occur in
the office of the Trustee for any cause, the Company shall promptly appoint a
successor Trustee.  If, within one year
after such resignation, removal or incapability, or other occurrence of such
vacancy, a successor Trustee shall be appointed by Direction of the
Certificateholders holding Certificates evidencing Fractional Undivided
Interests aggregating not less than a majority in interest in the Trust
delivered to the Company, the Loan Trustees and the retiring Trustee, and the
Company approves such appointment, which approval shall not be unreasonably
withheld, then the successor Trustee so appointed shall, forthwith upon its
acceptance of such appointment, become the successor Trustee and supersede the
successor Trustee appointed as provided above. 
If no successor Trustee shall have been so appointed as provided above
and accepted appointment in the manner hereinafter provided, any
Certificateholder who has been a bona fide Certificateholder for at least six
months may, on behalf of himself and all others similarly situated, petition
any court of competent jurisdiction for the appointment of a successor Trustee.


 


35

















 


(g)           The successor Trustee
shall give notice of the resignation and removal of the Trustee and appointment
of the successor Trustee by mailing written notice of such event by first-class
mail, postage prepaid, to the Certificateholders as their names and addresses
appear in the Register.  Each notice
shall include the name of such successor Trustee and the address of its
Corporate Trust Office.


 


Section 7.10.        Acceptance
of Appointment by Successor.  Every
successor Trustee appointed hereunder shall execute and deliver to the Company,
the Authorized Agents and the Loan Trustees and to the retiring Trustee an
instrument accepting such appointment, and thereupon the resignation or removal
of the retiring Trustee shall become effective and such successor Trustee,
without any further act, deed or conveyance, shall become vested with all the
rights, powers, trusts and duties of the retiring Trustee; but, on request of
the Company or the successor Trustee, such retiring Trustee shall execute and
deliver an instrument transferring to such successor Trustee all such rights,
powers and trusts of the retiring Trustee and shall duly assign, transfer and
deliver to such successor Trustee all Trust Property held by such retiring
Trustee hereunder, subject nevertheless to its lien, if any, provided for in
Section 7.07.  Upon request of any
such successor Trustee, the Company, the retiring Trustee and such successor
Trustee shall execute and deliver any and all instruments containing such
provisions as shall be necessary or desirable to transfer and confirm to, and
for more fully and certainly vesting in, such successor Trustee all such
rights, powers and trusts.


 


No institution shall accept its appointment as a
Trustee hereunder unless at the time of such acceptance such institution shall
be qualified and eligible under this Article VII.


 


Section 7.11.        Merger,
Conversion, Consolidation or Succession to Business.  Any corporation into which the Trustee may
be merged or converted or with which it may be consolidated, or any corporation
resulting from any merger, conversion or consolidation to which the Trustee
shall be a party, or any corporation succeeding to all or substantially all of
the corporate trust business of the Trustee, shall be the successor of the Trustee
hereunder, provided such corporation shall be otherwise qualified and
eligible under this Article VII, without the execution or filing of any
paper or any further act on the part of any of the parties hereto.  In case any Certificates shall have been executed
or authenticated, but not delivered, by the Trustee then in office, any
successor by merger, conversion or consolidation to such authenticating Trustee
may adopt such execution or authentication and deliver the Certificates so
executed or authenticated with the same effect as if such successor Trustee had
itself executed or authenticated such Certificates.


 


Section 7.12.        Maintenance
of Agencies.  (a) There shall at all
times be maintained an office or agency in the location set forth in
Section 12.03 where Certificates may be presented or surrendered for
registration of transfer or for exchange, and for payment thereof and where
notices and demands to or upon the Trustee in respect of such certificates or
this Agreement may be served; provided, however, that, if it
shall be necessary that the Trustee maintain an office or agency in another
location (e.g., the Certificates shall be represented by Definitive
Certificates and shall be listed on a national securities exchange), the
Trustee will make all reasonable efforts to establish such an office or
agency.  Written notice of the location
of each such other office or agency and of any change of location thereof shall
be given by the Trustee to the Company, the Loan Trustees (in the case of any
Loan Trustee, at its address specified in the Financing


 


36

















 


Documents or such other
address as may be notified to the Trustee) and the Certificateholders.  In the event that no such office or agency
shall be maintained or no such notice of location or of change of location
shall be given, presentations and demands may be made and notices may be served
at the Corporate Trust Office of the Trustee.


 


(b)           There shall at all
times be a Registrar and a Paying Agent hereunder with respect to the
Certificates.  Each such Authorized
Agent shall be a bank or trust company, shall be a corporation organized and
doing business under the laws of the United States or any state, with a combined
capital and surplus of at least $75,000,000, or, if the Trustee shall be acting
as the Registrar or Paying Agent hereunder, a corporation having a combined
capital and surplus in excess of $5,000,000, the obligations of which are
guaranteed by a corporation organized and doing business under the laws of the
United States or any state, with a combined capital and surplus of at least
$75,000,000, and shall be authorized under such laws to exercise corporate
trust powers, subject to supervision by Federal or state authorities.  The Trustee shall initially be the Paying
Agent and, as provided in Section 3.04, Registrar hereunder with respect
to the Certificates.  Each Registrar
shall furnish to the Trustee, at stated intervals of not more than six months,
and at such other times as the Trustee may request in writing, a copy of the
Register maintained by such Registrar.


 


(c)           Any corporation into
which any Authorized Agent may be merged or converted or with which it may be
consolidated, or any corporation resulting from any merger, consolidation or
conversion to which any Authorized Agent shall be a party, or any corporation
succeeding to the corporate trust business of any Authorized Agent, shall be
the successor of such Authorized Agent hereunder, if such successor corporation
is otherwise eligible under this Section, without the execution or filing of
any paper or any further act on the part of the parties hereto or such
Authorized Agent or such successor corporation.


 


(d)           Any Authorized Agent
may at any time resign by giving written notice of resignation to the Trustee,
the Company and the Loan Trustees.  The
Company may, and at the request of the Trustee shall, at any time terminate the
agency of any Authorized Agent by giving written notice of termination to such
Authorized Agent and to the Trustee. 
Upon the resignation or termination of an Authorized Agent or in case at
any time any such Authorized Agent shall cease to be eligible under this
Section (when, in either case, no other Authorized Agent performing the
functions of such Authorized Agent shall have been appointed), the Company
shall promptly appoint one or more qualified successor Authorized Agents,
reasonably satisfactory to the Trustee, to perform the functions of the
Authorized Agent which has resigned or whose agency has been terminated or who
shall have ceased to be eligible under this Section.  The Company shall give written notice of any such appointment
made by it to the Trustee and the Loan Trustees; and in each case the Trustee
shall mail notice of such appointment to all Certificateholders as their names
and addresses appear on the Register.


 


(e)           The Company agrees to
pay, or cause to be paid, from time to time to each Authorized Agent reasonable
compensation for its services and to reimburse it for its reasonable expenses
as set forth in the letter agreement referred to in Section 7.07 hereof.


 


Section 7.13.        Money
for Certificate Payments to Be Held in Trust.  All moneys deposited with any Paying Agent for the purpose of any
payment on Certificates shall be


 


37

















 


deposited and held in trust for the benefit of the
Certificateholders entitled to such payment, subject to the provisions of this
Section.  Moneys so deposited and held
in trust shall constitute a separate trust fund for the benefit of the
Certificateholders with respect to which such money was deposited.


 


The Trustee may at any time, for the purpose of
obtaining the satisfaction and discharge of this Agreement or for any other
purpose, direct any Paying Agent to pay to the Trustee all sums held in trust
by such Paying Agent, such sums to be held by the Trustee upon the same trusts
as those upon which such sums were held by such Paying Agent; and, upon such
payment by any Paying Agent to the Trustee, such Paying Agent shall be released
from all further liability with respect to such money.


 


Section 7.14.        Registration
of Equipment Notes in Name of Subordination Agent.  The Trustee agrees that all Equipment Notes
to be purchased by the Trust shall be issued in the name of the Subordination
Agent or its nominee and held by the Subordination Agent in trust for the
benefit of the Certificateholders, or, if not so held, the Subordination Agent
or its nominee shall be reflected as the owner of such Equipment Notes in the
register of the issuer of such Equipment Notes.


 


Section 7.15.        Representations
and Warranties of Trustee.  The
Trustee hereby represents and warrants that:


 


(a)           the Trustee is a
Delaware banking corporation organized and validly existing in good standing
under the laws of the State of Delaware;


 


(b)           the Trustee has full
power, authority and legal right to execute, deliver, and perform this
Agreement, the Intercreditor Agreement, the Escrow Agreement, the Note Purchase
Agreement and the Financing Documents to which it is a party and has taken all
necessary action to authorize the execution, delivery, and performance by it of
this Agreement, the Intercreditor Agreement, the Escrow Agreement, the Note
Purchase Agreement and the Financing Documents to which it is a party;


 


(c)           the execution, delivery
and performance by the Trustee of this Agreement, the Intercreditor Agreement,
the Escrow Agreement, the Note Purchase Agreement and the Financing Documents
to which it is a party (i) will not violate any provision of United States
federal law or the law of the State of Delaware where it is located governing
the banking and trust powers of the Trustee or any order, writ, judgment, or
decree of any court, arbitrator or governmental authority applicable to the
Trustee or any of its assets, (ii) will not violate any provision of the
articles of association or by-laws of the Trustee, or (iii) will not
violate any provision of, or constitute, with or without notice or lapse of
time, a default under, or result in the creation or imposition of any lien on
any properties included in the Trust Property pursuant to the provisions of any
mortgage, indenture, contract, agreement or other undertaking to which it is a
party, which violation, default or lien could reasonably be expected to have an
adverse effect on the Trustee’s performance or ability to perform its duties
hereunder or thereunder or on the transactions contemplated herein or therein;


 


38

















 


(d)           the execution, delivery
and performance by the Trustee of this Agreement, the Intercreditor Agreement,
the Escrow Agreement, the Note Purchase Agreement, and the Financing Documents
to which it is a party will not require the authorization, consent, or approval
of, the giving of notice to, the filing or registration with, or the taking of
any other action in respect of, any governmental authority or agency of the
United States or the State of Delaware regulating the banking and corporate
trust activities of the Trustee;


 


(e)           this Agreement, the
Intercreditor Agreement, the Escrow Agreement, the Note Purchase Agreement, and
the Financing Documents to which it is a party have been duly executed and
delivered by the Trustee and constitute the legal, valid, and binding
agreements of the Trustee, enforceable against it in accordance with their
respective terms, provided that enforceability may be limited by
(i) applicable bankruptcy, insolvency, reorganization, moratorium or
similar laws affecting the rights of creditors generally and (ii) general
principles of equity, regardless of whether applied in a proceeding in equity
or at law; and


 


(f)            the statements made by
it in a Statement of Eligibility on Form T-1 supplied or to be supplied to
the Company in connection with the registration of any Certificates are and
will be true and accurate subject to the qualifications set forth therein; and
that such statement complies and will comply in all material respects with the
requirements of the Trust Indenture Act and the Securities Act.


 


Section 7.16.        Withholding
Taxes Information Reporting.  The
Trustee, as trustee of the grantor trust created by this Agreement, shall
exclude and withhold from each distribution of principal, premium, if any, and
interest and other amounts due under this Agreement or under the Certificates
any and all withholding taxes applicable thereto as required by law.  The Trustee agrees to act as such
withholding agent and, in connection therewith, whenever any present or future
taxes or similar charges are required to be withheld with respect to any
amounts payable in respect of the Certificates, to withhold such amounts and
timely pay the same to the appropriate authority in the name of and on behalf
of the Certificateholders, that it will file any necessary withholding tax
returns or statements when due, and that, as promptly as possible after the
payment thereof, it will deliver to each such Certificateholder appropriate
documentation showing the payment thereof, together with such additional
documentary evidence as such Certificateholders may reasonably request from
time to time.  The Trustee agrees to
file any other information reports as it may be required to file under United
States law.


 


Section 7.17.        Trustee’s
Liens.  The Trustee in its
individual capacity agrees that it will at its own cost and expense promptly
take any action as may be necessary to duly discharge and satisfy in full any
mortgage, pledge, lien, charge, encumbrance, security interest or claim (“Trustee’s Liens”) on or with respect to the
Trust Property which is attributable to the Trustee either (i) in its
individual capacity and which is unrelated to the transactions contemplated by
this Agreement, the Intercreditor Agreement, the Note Purchase Agreement or the
Financing Documents, or (ii) as Trustee hereunder or in its individual
capacity and which arises out of acts or omissions on the part of the Trustee
which are not contemplated by this Agreement.


 


Section 7.18.        Preferential
Collection of Claims.  The Trustee
shall comply with Section 311(a) of the Trust Indenture Act, excluding any
creditor relationship listed in


 


39

















 


Section 311(b) of the Trust Indenture Act.  If the Trustee shall resign or be removed as
Trustee, it shall be subject to Section 311(a) of the Trust Indenture Act
to the extent provided therein.


 


ARTICLE VIII


 


CERTIFICATEHOLDERS’ LISTS AND
REPORTS BY TRUSTEE


 


Section 8.01.        The
Company to Furnish Trustee with Names and Addresses of Certificateholders.  The Company will furnish to the Trustee
within 15 days after each Record Date with respect to a Scheduled Payment, and
at such other times as the Trustee may request in writing within 30 days after
receipt by the Company of any such request, a list, in such form as the Trustee
may reasonably require, of all information in the possession or control of the
Company as to the names and addresses of the Certificateholders, in each case
as of a date not more than 15 days prior to the time such list is furnished; provided,
however, that so long as the Trustee is the sole Registrar, no such list
need be furnished; and provided  further, however, that no
such list need be furnished for so long as a copy of the Register is being
furnished to the Trustee pursuant to Section 7.12.


 


Section 8.02.        Preservation
of Information Communications to Certificateholders.  The Trustee shall preserve, in as current a
form as is reasonably practicable, the names and addresses of
Certificateholders contained in the most recent list furnished to the Trustee
as provided in Section 7.12 or Section 8.01, as the case may be, and
the names and addresses of Certificateholders received by the Trustee in its
capacity as Registrar, if so acting. 
The Trustee may destroy any list furnished to it as provided in
Section 7.12 or Section 8.01, as the case may be, upon receipt of a
new list so furnished.


 


Section 8.03.        Reports
by Trustee.  Within 60 days after
May 15 of each year commencing with the first full year following the
issuance of the Certificates, the Trustee shall transmit to the Certificateholders,
as provided in Section 313(c) of the Trust Indenture Act, a brief report
dated as of such May 15, if required by Section 313(a) of the Trust
Indenture Act.


 


Section 8.04.        Reports
by the Company.  The Company shall:


 


(a)           file with the Trustee,
within 30 days after the Company is required to file the same with the SEC,
copies of the annual reports and of the information, documents and other
reports (or copies of such portions of any of the foregoing as the SEC may from
time to time by rules and regulations prescribe) which the Company is required
to file with the SEC pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934, as amended; or, if the Company is not required
to file information, documents or reports pursuant to either of such sections,
then to file with the Trustee and the SEC, in accordance with rules and
regulations prescribed by the SEC, such of the supplementary and periodic
information, documents and reports which may be required pursuant to
Section 13 of the Securities Exchange Act of 1934, as amended, in respect
of a security listed and registered on a national securities exchange as may be
prescribed in such rules and regulations;


 


(b)           file with the Trustee
and the SEC, in accordance with the rules and regulations prescribed by the
SEC, such additional information, documents and reports with


 


40

















 


respect to compliance by the Company with the
conditions and covenants provided for in this Agreement, as may be required by
such rules and regulations, including, in the case of annual reports, if
required by such rules and regulations, certificates or opinions of independent
public accountants, conforming to the requirements of Section 1.02;


 


(c)           transmit to all
Certificateholders, in the manner and to the extent provided in
Section 313(c) of the Trust Indenture Act such summaries of any
information, documents and reports required to be filed by the Company pursuant
to Subsections (a) and (b) of this Section 8.04 as may be required by
rules and regulations prescribed by the SEC; and


 


(d)           furnish to the Trustee,
not less often than annually, a brief certificate from the principal executive
officer, principal financial officer, any Vice President (or more senior
ranking officer) or the principal accounting officer as to his or her knowledge
of the Company’s compliance with all conditions and covenants under this
Agreement (it being understood that for purposes of this paragraph (d), such
compliance shall be determined without regard to any period of grace or
requirement of notice provided under this Agreement).


 


ARTICLE IX


 


SUPPLEMENTAL AGREEMENTS


 


Section 9.01.        Supplemental
Agreements Without Consent of Certificateholders.  Without the consent of the Certificateholders, the Company may
(but will not be required to), and the Trustee (subject to Section 9.03)
shall, at the Company’s request, at any time and from time to time, enter into
one or more agreements supplemental hereto or, if applicable, to the
Intercreditor Agreement, the Escrow Agreement, the Note Purchase Agreement, the
Deposit Agreement, the Policy, the Policy Provider Agreement or any Liquidity
Facility in form satisfactory to the Trustee, for any of the following
purposes:


 


(1)           to
evidence the succession of another corporation to the Company and the
assumption by any such successor of the covenants of the Company herein
contained or of the Company’s obligations under the Note Purchase Agreement,
the Policy Provider Agreement or any Liquidity Facility; or


 


(2)           to
add to the covenants of the Company for the benefit of the Certificateholders,
or to surrender any right or power conferred upon the Company in this
Agreement, the Note Purchase Agreement, the Policy, the Policy Provider
Agreement or any Liquidity Facility; or


 


(3)           to
correct or supplement any provision in this Agreement, the Intercreditor
Agreement, the Escrow Agreement, the Deposit Agreement, the Note Purchase
Agreement, the Policy, the Policy Provider Agreement or any Liquidity Facility
which may be defective or inconsistent with any other provision herein or
therein or to cure any ambiguity or correct any mistake or to modify any other
provision with respect to matters or questions arising under this Agreement,
the Escrow Agreement, the Deposit Agreement, the Note Purchase Agreement, the
Intercreditor Agreement, the Policy, the


 


41

















 


Policy Provider
Agreement or any Liquidity Facility, provided that any such action shall
not materially adversely affect the interests of the Certificateholders; or


 


(4)           to
modify, eliminate or add to the provisions of this Agreement to such extent as
shall be necessary to continue the qualification of this Agreement (including
any supplemental agreement) under the Trust Indenture Act or under any similar
Federal statute hereafter enacted, and to add to this Agreement such other
provisions as may be expressly permitted by the Trust Indenture Act, excluding,
however, the provisions referred to in Section 316(a)(2) of the Trust Indenture
Act as in effect at the date as of which this instrument was executed or any
corresponding provision in any similar Federal statute hereafter enacted; or


 


(5)           to
evidence and provide for the acceptance of appointment under thus Agreement by
the Trustee of a successor Trustee and to add to or change any of the
provisions of this Agreement as shall be necessary to provide for or facilitate
the administration of the Trust, pursuant to the requirements of
Section 7.10; or


 


(6)           to
provide the information required under Section 7.12 and Section 12.03
as to the Trustee; or


 


provided, however,
that no such supplemental agreement shall adversely affect the status of any
Trust as a grantor trust under Subpart E, Part I of Subchapter J
of Chapter 1 of Subtitle A of the Internal Revenue Code of 1986, as
amended, for U.S. federal income tax purposes.


 


Section 9.02.        Supplemental
Agreements with Consent of Certificateholders.  With the consent of the Certificateholders holding Certificates
(including consents obtained in connection with a tender offer or exchange
offer for the Certificates) evidencing Fractional Undivided Interests
aggregating not less than a majority in interest in the Trust, by Direction of
said Certificateholders delivered to the Company and the Trustee, the Company
may, and the Trustee (subject to Section 9.03) shall, enter into an
agreement or agreements for the purpose of adding any provisions to or changing
in any manner or eliminating any of the provisions of this Agreement, the
Intercreditor Agreement, any Liquidity Facility, the Policy and the Policy
Provider Agreement, the Escrow Agreement, the Deposit Agreement or the Note
Purchase Agreement to the extent applicable to such Certificateholders or of
modifying in any manner the rights and obligations of such Certificateholders
under this Agreement, the Intercreditor Agreement, any Liquidity Facility, the
Policy and the Policy Provider Agreement, the Escrow Agreement, the Deposit
Agreement or the Note Purchase Agreement; provided, however, that
no such agreement shall, without the consent of the Certificateholder of each
Outstanding Certificate affected thereby:


 


(1)           reduce
in any manner the amount of, or delay the timing of, any receipt by the Trustee
(or, with respect to the Deposits, the Certificateholders) of payments on the
Equipment Notes or other Trust Property held in the Trust or on the Deposits or
distributions that are required to be made herein on any Certificate, or change
any date of payment on any Certificate, or change the place of payment where,
or the coin or currency in which, any Certificate is payable, or impair the
right to institute suit


 


42

















 


for the
enforcement of any such payment or distribution on or after the Regular
Distribution Date or Special Distribution Date applicable thereto; or


 


(2)           permit
the disposition of any Equipment Note included in the Trust Property except as
permitted by this Agreement or the Intercreditor Agreement, or otherwise
deprive such Certificateholder of the benefit of the ownership of the Equipment
Notes in the Trust; or


 


(3)           reduce
the specified percentage of the aggregate Fractional Undivided Interests of the
Trust which is required for any such supplemental agreement, or reduce such
specified percentage required for any waiver of compliance with certain
provisions of this Agreement or certain defaults hereunder and their
consequences provided for in this Agreement; or


 


(4)           waive,
amend or modify Section 2.4, or 3.2 of the Intercreditor Agreement in a
manner adverse to the Certificateholders; or


 


(5)           modify
any of the provisions of this Section 9.02 or Section 6.05, except to
increase any such percentage or to provide that certain other provisions of
this Agreement cannot be modified or waived without the consent of the
Certificateholder of each Certificate affected thereby; or


 


(6)           terminate
or modify the Policy; or


 


(7)           adversely
affect the status of any Trust as a grantor trust under Subpart E, Part I of
Subchapter J of Chapter 1 of Subtitle A of the Internal Revenue Code of 1986,
as amended, for U.S. federal income tax purposes.


 


It shall not be necessary for any Direction of
Certificateholders under this Section to approve the particular form of any
proposed supplemental agreement, but it shall be sufficient if such Direction
shall approve the substance thereof.


 


Section 9.03.        Documents
Affecting Immunity or Indemnity. 
Except for the performance of its covenants herein, if in the opinion of
the Trustee any document required to be executed by it pursuant to the terms of
Section 9.01 or 9.02 affects adversely any interest, right, duty, immunity
or indemnity in favor of the Trustee under this Agreement, the Trustee may in
its discretion decline to execute such document.


 


Section 9.04.        Execution
of Supplemental Agreements.  In
executing, or accepting the additional trusts created by, any agreement
permitted by this Article or the modifications thereby of the trusts created by
this Agreement, the Trustee shall be entitled to receive, and shall be fully
protected in relying upon, an Opinion of Counsel stating that the execution of
such supplemental agreement is authorized or permitted by this Agreement.


 


Section 9.05.        Effect
of Supplemental Agreements.  Upon
the execution of any agreement supplemental to this Agreement under this
Article, this Agreement shall be modified in accordance therewith, and such
supplemental agreement shall form a part of this Agreement


 


43

















 


for all purposes; and every Holder of a Certificate
theretofore or thereafter authenticated and delivered hereunder shall be bound
thereby.


 


Section 9.06.        Conformity
with Trust Indenture Act.  Every
supplemental agreement executed pursuant to this Article shall conform to
the requirements of the Trust Indenture Act as then in effect.


 


Section 9.07.        Reference
in Certificates to Supplemental Agreements.  Certificates authenticated and delivered after the execution of
any supplemental agreement pursuant to this Article may bear a notation in
form approved by the Trustee as to any matter provided for in such supplemental
agreement; and, in such case, suitable notation may be made upon Outstanding
Certificates after proper presentation and demand.


 


ARTICLE X


 


AMENDMENTS TO INDENTURES AND
FINANCING DOCUMENTS


 


Section 10.01.      Amendments
and Supplements to Indentures and Financing Documents.  In the event that the Trustee, as holder (or
beneficial owner through the Subordination Agent) of any Equipment Note in
trust for the benefit of the Certificateholders or as Controlling Party under
the Intercreditor Agreement, receives (directly or indirectly through the
Subordination Agent) a request for a consent to any amendment, modification,
waiver or supplement under any Indenture, any other Financing Document, any
Equipment Note or any other related document, the Trustee shall forthwith send
a notice of such proposed amendment, modification, waiver or supplement to each
Certificateholder registered on the Register as of the date of such notice and
the Policy Provider.  The Trustee shall
request from the Policy Provider or if a Policy Provider Default has occurred
and is continuing, Certificateholders a Direction as to (a) whether or not
to take or refrain from taking (or direct the Subordination Agent to take or
refrain from taking) any action which a holder of such Equipment Note or as
Controlling Party has the option to direct, (b) whether or not to give or
execute (or direct the Subordination Agent to give or execute) any waivers,
consents, amendments, modifications or supplements as a holder of such
Equipment Note or a Controlling Party and (c) how to vote (or direct the
Subordination Agent to vote) any Equipment Note if a vote has been called for
with respect thereto.  Provided such a
request for Certificateholder Direction shall have been made, in directing any
action or casting any vote or giving any consent as the holder of any Equipment
Note (or in directing the Subordination Agent in any of the foregoing),
(i) other than as Controlling Party, the Trustee shall vote for or give
consent to any such action with respect to such Equipment Note in the same
proportion as that of (A) the aggregate face amounts of all Certificates
actually voted in favor of or for giving consent to such action by such
Direction of Certificateholders to (B) the aggregate face amount of all
Outstanding Certificates and (ii) as Controlling Party, the Trustee shall
vote as directed in such Certificateholder Direction by the Certificateholders
evidencing a Fractional Undivided Interest aggregating not less than a majority
in interest in the Trust.  For purposes
of the immediately preceding sentence, a Certificate shall have been “actually voted” if the Holder of such
Certificate has delivered to the Trustee an instrument evidencing such Holder’s
consent to such Direction prior to two Business Days before the Trustee directs
such action or casts such vote or gives such consent.  Notwithstanding the foregoing, but subject to Section 6.04
and the Intercreditor Agreement, the Trustee may, in its own discretion and at
its own direction, consent


 


44

















 


and notify the relevant Loan Trustee of such consent
(or direct the Subordination Agent to consent and notify the Loan Trustee of
such consent) to any amendment, modification, waiver or supplement under the
relevant Indenture, any other Financing Document, any Equipment Note or any
other related document, if an Event of Default hereunder shall have occurred
and be continuing, or if such amendment, modification, waiver or supplement
will not materially adversely affect the interests of the Certificateholders.


 


ARTICLE XI


 


TERMINATION OF TRUST


 


Section 11.01.      Termination
of the Trust.  The respective
obligations and responsibilities of the Company and the Trustee with respect to
the Trust shall terminate upon the earlier of (A) the completion of the
assignment, transfer and discharge described in the first sentence of the
immediately following paragraph and (B) distribution to all Holders of
Certificates and the Trustee of all amounts required to be distributed to them
pursuant to this Agreement and the disposition of all property held as part of
the Trust Property; provided, however, that in no event shall the
Trust continue beyond one hundred ten (110) years following the date of the
earliest execution of this Trust Agreement.


 


Upon the earlier of (i) the first Business Day
after
              ,
200     , or, if later, the fifth Business Day
following the Delivery Period Termination Date and (ii) the fifth Business
Day following the date on which a Triggering Event occurs (such date, the “Transfer Date”), or, if later the date on
which all of the conditions set forth in the immediately following sentence
have been satisfied, the Trustee is hereby directed (subject only to the
immediately following sentence) to, and the Company shall direct the
institution that will serve as the Related Trustee under the Related Pass
Through Trust Agreement to, execute and deliver the Assignment and Assumption
Agreement, pursuant to which the Trustee shall assign, transfer and deliver all
of the Trustee’s right, title and interest to the Trust Property to the Related
Trustee under the Related Pass Through Trust Agreement.  The Trustee and the Related Trustee shall
execute and deliver the Assignment and Assumption Agreement upon the
satisfaction of the following conditions:


 


(i)            The
Trustee, the Related Trustee and each of the Rating Agencies then rating the
Certificates shall have received an Officer’s Certificate and an Opinion of
Counsel dated the date of the Assignment and Assumption Agreement and each
satisfying the requirements of Section 1.02, which Opinion of Counsel
shall be substantially to the effect set forth below and may be relied upon by
the Beneficiaries (as defined in the Assignment and Assumption Agreement):


 


(a)           upon
the execution and delivery thereof by the parties thereto in accordance with
the terms of this Agreement and the Related Pass Through Trust Agreement, the
Assignment and Assumption Agreement will constitute the valid and binding
obligation of each of the parties thereto enforceable against each such party
in accordance with its terms;


 


(b)           upon
the execution and delivery of the Assignment and Assumption Agreement in
accordance with the terms of this Agreement and the


 


45

















 


Related
Pass Through Trust Agreement, each of the Certificates then Outstanding will be
entitled to the benefits of the Related Pass Through Trust Agreement;


 


(c)           the
Related Trust is not required to be registered as an investment company under
the Investment Company Act of 1940, as amended;


 


(d)           the
Related Pass Through Trust Agreement constitutes the valid and binding
obligation of the Company enforceable against the Company in accordance with
its terms; and


 


(e)           neither
the execution and delivery of the Assignment and Assumption Agreement in
accordance with the terms of this Agreement and the Related Pass Through Trust
Agreement, nor the consummation by the parties thereto of the transactions contemplated
to be consummated thereunder on the date thereof, will violate any law or
governmental rule or regulation of the State of New York or the United States
of America known to such counsel to be applicable to the transactions
contemplated by the Assignment and Assumption Agreement.


 


(ii)           The
Trustee and the Company shall have received (x) a copy of the articles of
incorporation and bylaws of the Related Trustee certified as of the Transfer
Date by the Secretary or Assistant Secretary of such institution and (y) a copy
of the filing (including all attachments thereto) made by the institution
serving as the Related Trustee With the Office of the Superintendent, State of
New York Banking Department for the qualification of the Related Trustee under
Section 131(3) of the New York Banking Law.


 


Upon the execution of the Assignment and Assumption
Agreement by the parties thereto, the Trust shall be terminated, the
Certificateholders shall receive beneficial interests in the Related Trust in
exchange for their interests in the Trust equal to their respective beneficial
interests in the Trust, and the Outstanding Certificates representing
Fractional Undivided Interests in the Trust shall be deemed for all purposes of
this Agreement and the Related Pass Through Trust Agreement, without further
signature or action of any party or Certificateholder, to be certificates
representing the same fractional undivided interests in the Related Trust and
its trust property.  By acceptance of
its Certificate, each Certificateholder consents to such assignment, transfer
and delivery of the Trust Property to the trustee of the Related Trust upon the
execution and delivery of the Assignment and Assumption Agreement.


 


In connection with the occurrence of the event set
forth in clause (B) above, notice of such termination, specifying the
Distribution Date upon which the Certificateholders may surrender their
Certificates to the Trustee for payment of the final distribution and
cancellation, shall be mailed promptly by the Trustee to Certificateholders not
earlier than the 60th day and not later than the 20th day next preceding such
final Distribution Date specifying (A) the Distribution Date upon which
the proposed final payment of the Certificates will be made upon presentation
and surrender of Certificates at the office or agency of the Trustee therein
specified, (B) the amount of any such proposed final payment, and
(C) that the Record Date otherwise applicable to such Distribution Date is
not applicable, payments being made only upon


 


46

















 


presentation and surrender of the Certificates at the office or agency
of the Trustee therein specified.  The
Trustee shall give such notice to the Registrar at the time such notice is
given to Certificateholders.  Upon
presentation and surrender of the Certificates in accordance with such notice,
the Trustee shall cause to be distributed to Certificateholders such final
payments.


 


In the event that all of the Certificateholders shall
not surrender their Certificates for cancellation within six months after the
date specified in the above-mentioned written notice, the Trustee shall give a
second written notice to the remaining Certificateholders to surrender their
Certificates for cancellation and receive the final distribution with respect
thereto.  No additional interest shall
accrue on the Certificates after the Distribution Date specified in the first
written notice.  In the event that any
money held by the Trustee for the payment of distributions on the Certificates
shall remain unclaimed for two years (or such lesser time as the Trustee shall
be satisfied, after sixty days’ notice from the Company, is one month prior to
the escheat period provided under applicable law) after the final distribution
date with respect thereto, the Trustee shall pay to each Loan Trustee the
appropriate amount of money relating to such Loan Trustee and shall give
written notice thereof to the Company.


 


ARTICLE XII


 


MISCELLANEOUS PROVISIONS


 


Section 12.01.      Limitation
on Rights of Certificateholders. 
The death or incapacity of any Certificateholder shall not operate to
terminate this Agreement or the Trust, nor entitle such Certificateholder’s
legal representatives or heirs to claim an accounting or to take any action or
commence any proceeding in any court for a partition or winding up of the
Trust, nor otherwise affect the rights, obligations, and liabilities of the
parties hereto or any of them.


 


Section 12.02.      Certificates
Nonassessable and Fully Paid. 
Except as set forth in the last sentence of this Section 12.02,
Certificateholders shall not be personally liable for obligations of the Trust,
the Fractional Undivided Interests represented by the Certificates shall be
nonassessable for any losses or expenses of the Trust or for any reason
whatsoever, and Certificates, upon authentication thereof by the Trustee
pursuant to Section 3.03, are and shall be deemed fully paid.  No Certificateholder shall have any right
(except as expressly provided herein) to vote or in any manner otherwise
control the operation and management of the Trust Property, the Trust, or the
obligations of the parties hereto, nor shall anything set forth herein, or
contained in the terms of the Certificates, be construed so as to constitute
the Certificateholders from time to time as partners or members of an
association.  Neither the existence of
the Trust nor any provision herein is intended to or shall limit the liability
the Certificateholders would otherwise incur if the Certificateholders owned
Trust Property as co-owners, or incurred any obligations of the Trust, directly
rather than through the Trust.


 


Section 12.03.      Notices.  (a) 
Unless otherwise specifically provided herein, all notices required
under the terms and provisions of this Agreement shall be in English and in
writing, and any such notice may be given by United States mail, courier
service or telecopy, and any such notice shall be effective when received or,
if made, given, furnished or filed by facsimile or telecommunication transmission,
when received unless received outside of business hours, in which case on the
next opening of business on a Business Day,


 


47

















 


	
  if to the Company, to:

  
	
   

  	
   

  
	
   

  	
  JetBlue Airways Corporation

  
	
   

  	
  19 Old Kings Highway South, Suite 23

  
	
   

  	
  Darien, Connecticut  06820

  
	
   

  	
   

  
	
   

  	
  Attention: 
  Vice President—Treasurer

  
	
   

  	
  Facsimile: 
  (203) 656 - 7653

  
	
   

  	
   

  
	
  if to the Trustee, to:

  
	
   

  	
   

  
	
   

  	
  Wilmington Trust Company

  
	
   

  	
  Rodney Square North

  
	
   

  	
  1100 North Market Street

  
	
   

  	
  Wilmington, Delaware 19890-0001

  
	
   

  	
   

  
	
   

  	
  Attention: 
  Corporate Trust Administration

  
	
   

  	
  Facsimile: 
  (302) 636-4140

  
	
   

  	
  Telephone: (302) 636-6000

  



 


(b)           The Company or the
Trustee, by notice to the other, may designate additional or different
addresses for subsequent notices or communications.


 


(c)           Any notice or
communication to Certificateholders shall be mailed by first-class mail to the
addresses for Certificateholders shown on the Register kept by the
Registrar.  Failure so to mail a notice
or communication or any defect in such notice or communication shall not affect
its sufficiency with respect to other Certificateholders.


 


(d)           If a notice or
communication is mailed in the manner provided above within the time
prescribed, it is conclusively presumed to have been duly given, whether or not
the addressee receives it.


 


(e)           If the Company mails a
notice or communication to the Certificateholders, it shall mail a copy to the
Trustee and to the Paying Agent at the same time.


 


(f)            Notwithstanding the
foregoing, all communications or notices to the Trustee shall be deemed to be
given only when received by a Responsible Officer of the Trustee.


 


(g)           The Trustee shall
promptly furnish the Company with a copy of any demand, notice or written
communication received by the Trustee hereunder from any Certificateholder or
Loan Trustee.


 


Section 12.04.      Governing
Law.  THIS AGREEMENT HAS BEEN
DELIVERED IN THE STATE OF DELAWARE AND THIS AGREEMENT AND THE CERTIFICATES
SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF
DELAWARE AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER
SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.


 


48

















 


Section 12.05.      Severability
of Provisions.  If any one or more
of the covenants, agreements, provisions or terms of this Agreement shall be
for any reason whatsoever held invalid, then such covenants, agreements,
provisions, or terms shall be deemed severable from the remaining covenants,
agreements, provisions or terms of this Agreement and shall in no way affect
the validity or enforceability of the other provisions of this Agreement or the
Trust, or of the Certificates or the rights of the Certificateholders thereof.


 


Section 12.06.      Trust
Indenture Act Controls.  This
Agreement is subject to the provisions of the Trust Indenture Act and shall, to
the extent applicable, be governed by such provisions.


 


Section 12.07.      Effect
of Headings and Table of Contents. 
The Article and Section headings herein and the Table of Contents are
for convenience only and shall not affect the construction hereof.


 


Section 12.08.      Successors
and Assigns.  All covenants,
agreements, representations and warranties in this Agreement by the Trustee and
the Company shall bind and, to the extent permitted hereby, shall inure to the
benefit of and be enforceable by their respective successors and assigns,
whether so expressed or not.


 


Section 12.09.      Benefits
of Agreement.  Nothing in this
Agreement or in the Certificates, express or implied, shall give to any Person,
other than the parties hereto and their successors hereunder, and the
Certificateholders, any benefit or any legal or equitable right, remedy or
claim under this Agreement.


 


Section 12.10.      Legal
Holidays.  In any case where any
Regular Distribution Date or Special Distribution Date relating to any
Certificate shall not be a Business Day, then (notwithstanding any other
provision of this Agreement) payment need not be made on such date, but may be
made on the next succeeding Business Day with the same force and effect as if
made on such Regular Distribution Date or Special Distribution Date, and no
interest shall accrue during the intervening period.


 


Section 12.11.      Counterparts.  For the purpose of facilitating the
execution of this Agreement and for other purposes, this Agreement may be
executed simultaneously in any number of counterparts, each of which
counterparts shall be deemed to be an original, and all of which counterparts
shall constitute but one and the same instrument.


 


Section 12.12.      Intention
of Parties.  The parties hereto
intend that the Trust be classified for U.S. federal income tax purposes as a
grantor trust under Subpart E, Part I of Subchapter J of the Internal Revenue
Code of 1986, as amended, and not as a trust or association taxable as a corporation
or as a partnership.  Each
Certificateholder and Investor, by its acceptance of its Certificate or a
beneficial interest therein, agrees to treat the Trust as a grantor trust for
all U.S. federal, state and local income tax purposes.  The powers granted and obligations
undertaken pursuant to this Agreement shall be so construed so as to further
such intent.


 


*    
*     *


 


49

















 


IN WITNESS WHEREOF, the parties have caused
this Agreement to be duly executed by their respective officers thereunto duly
authorized as of the day and year first written above.


 


	
   

  	
  JETBLUE AIRWAYS CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  WILMINGTON TRUST COMPANY, as 

  
	
   

  	
  Trustee

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  



 


50

















 


EXHIBIT A


 


FORM OF CERTIFICATE


 


REGISTERED


No.                     


 


UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF
THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE TRUSTEE OR ITS AGENT FOR
REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IN
EXCHANGE FOR THIS CERTIFICATE IS REGISTERED IN THE NAME OF CEDE & CO.
OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND
ANY PAYMENT HEREON IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR
OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL
INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.


 


TRANSFERS OF THIS CERTIFICATE SHALL BE LIMITED TO TRANSFERS IN WHOLE,
BUT NOT IN PART, TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH
SUCCESSOR’S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL CERTIFICATE SHALL
BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN
SECTION 3.05 OF THE PASS THROUGH TRUST AGREEMENT REFERRED TO HEREIN.


 


BY ITS ACQUISITION HEREOF, THE HOLDER REPRESENTS THAT (A) NO PLAN
ASSETS HAVE BEEN USED TO PURCHASE THIS CERTIFICATE OR AN INTEREST HEREIN OR
(B) THE PURCHASE AND HOLDING OF THIS CERTIFICATE OR AN INTEREST HEREIN IS
EXEMPT FROM THE PROHIBITED TRANSACTION RESTRICTIONS OF ERISA AND THE CODE
PURSUANT TO ONE OR MORE PROHIBITED TRANSACTION STATUTORY OR ADMINISTRATIVE EXEMPTIONS.  THE PASS THROUGH TRUST AGREEMENT CONTAINS A
PROVISION REQUIRING THE TRUSTEE TO REFUSE TO REGISTER ANY TRANSFER OF THIS
CERTIFICATE IN VIOLATION OF THE FOREGOING RESTRICTIONS.


 


A-1

















 


GLOBAL CERTIFICATE


 


JETBLUE AIRWAYS PASS THROUGH
TRUST, SERIES 2004-1G-1-O


 


JetBlue
Airways


Pass Through
Certificate,


Series
2004-1G-1-O


 


Final Legal
Distribution Date: 
             
    , 20   


 


evidencing a fractional undivided interest in
a trust, the property of which includes certain equipment notes each secured by
an Aircraft owned by JetBlue Airways Corporation.


 


having a face amount of
$[             ]
representing [        ]% of the Trust
per $1,000 face amount


 


THIS CERTIFIES THAT
                               ,
for value received, is the registered owner of a Fractional Undivided Interest
having a face amount of
$                                 
(                      
dollars) in the JetBlue Airways Pass Through Trust, Series 2004-1G-1-O (the “Trust”) created pursuant to a Pass Through
Trust Agreement, dated as of
February        , 2004 (the “Agreement”), between Wilmington Trust
Company (the “Trustee”) and
JetBlue Airways Corporation, a corporation incorporated under Delaware law (the
“Company”), a summary of certain
of the pertinent provisions of which is set forth below.  To the extent not otherwise defined herein,
the capitalized terms used herein have the meanings assigned to them in the
Agreement.  This Certificate is one of
the duly authorized Certificates designated as JetBlue Airways Pass Through
Certificates, Series 2004-1G-1-O” (herein called the “Certificates”).  This Certificate is issued under and is subject to the terms,
provisions, and conditions of the Agreement. 
By virtue of its acceptance hereof the Certificateholder of this
Certificate assents to and agrees to be bound by the provisions of the
Agreement and the Intercreditor Agreement. 
The property of the Trust includes an interest in certain Equipment
Notes and all rights of the Trust to receive payments under the Intercreditor
Agreement, the Policy and any Liquidity Facility (the “Trust Property”).  Each issue of the Equipment Notes is secured by, among other
things, a security interest in the Aircraft owned by the Company.


 


The
Certificates represent fractional undivided interests in the Trust and the
Trust Property, and have no rights, benefits or interest in respect of any
assets or property other than the Trust Property.


 


Subject
to and in accordance with the terms of the Agreement and the Intercreditor
Agreement, from and to the extent of funds then available to the Trustee, there
will be distributed on each
             
      ,                      
and
                
           , (a “Regular Distribution Date”), commencing on
                    
              ,
2004, to the Person in whose name this Certificate is registered at the close
of business on the 15th day preceding the Regular Distribution Date, an amount
in respect of the Scheduled Payments due on such Regular Distribution Date on
the Equipment Notes, the receipt of which has been confirmed by the Trustee,
equal to the product of the percentage interest in the Trust evidenced by this
Certificate and an amount equal to the sum of such Scheduled Payments.  Subject to and in accordance with the terms
of the Agreement and the Intercreditor Agreement, in the event that Special
Payments on the Equipment Notes are


 


A-2

















 


received
by the Trustee, from funds then available to the Trustee, there shall be
distributed on the applicable Special Distribution Date, to the Person in whose
name this Certificate is registered at the close of business on the 15th day
preceding the Special Distribution Date, an amount in respect of such Special Payments
on the Equipment Notes, the receipt of which has been confirmed by the Trustee,
equal to the product of the percentage interest in the Trust evidenced by this
Certificate and an amount equal to the sum of such Special Payments so
received.  If a Regular Distribution
Date or Special Distribution Date is not a Business Day, distribution shall be
made on the immediately following Business Day with the same force and effect
as if made on such Regular Distribution Date or Special Distribution Date and no
interest shall accrue during the intervening period.  The Trustee shall mail notice of each Special Payment and the
Special Distribution Date therefor to the Certificateholder of this
Certificate.


 


The
Certificates do not represent a direct obligation of, or an obligation
guaranteed by, or an interest in, the Company or the Trustee or any of their
affiliates.  The Certificates are
limited in right or payment, all as more specifically set forth on the face
hereof and in the Agreement.  All
payments or distributions made to Certificateholders under the Agreement shall
be made only from the Trust Property and only to the extent that the Trustee
shall have sufficient income or proceeds from the Trust Property to make such
payments in accordance with the terms of the Agreement.  Each Certificateholder of this Certificate,
by its acceptance hereof, agrees that it will look solely to the income and
proceeds from the Trust Property to the extent available for distribution to
such Certificateholder as provided in the Agreement.  This Certificate does not purport to summarize the Agreement and
reference is made to the Agreement for information with respect to the
interests, rights, benefits, obligations, proceeds, and duties evidenced
hereby.  A copy of the Agreement may be
examined during normal business hours at the principal office of the Trustee,
and at such other places, if any, designated by the Trustee, by any
Certificateholder upon request.


 


The
Agreement permits, with certain exceptions therein provided, the amendment
thereof and the modification of the rights and obligations of the Company and
the rights of the Certificateholders under the Agreement at any time by the
Company and the Trustee with the consent of the Certificateholders holding
Certificates evidencing Fractional Undivided Interests aggregating not less
than a majority in interest in the Trust. 
Any such consent by the Certificateholder of this Certificate shall be
conclusive and binding on such Certificateholder and upon all future
Certificateholders of this Certificate and of any Certificate issued upon the
transfer hereof or in exchange hereof or in lieu hereof whether or not notation
of such consent is made upon this Certificate. 
The Agreement also permits the amendment thereof, in certain limited
circumstances, without the consent of the Certificateholders of any of the
Certificates.


 


As
provided in the Agreement and subject to certain limitations therein set forth,
the transfer of this Certificate is registrable in the Register upon surrender of
this Certificate for registration of transfer at the offices or agencies
maintained by the Trustee in its capacity as Registrar, or by any successor
Registrar, in the Borough of Manhattan, the City of New York, duly endorsed or
accompanied by a written instrument of transfer in form satisfactory to the
Trustee and the Registrar duly executed by the Certificateholder hereof or such
Certificateholder’s attorney duly authorized in writing, and thereupon one or
more new Certificates of authorized denominations evidencing the same aggregate
Fractional Undivided Interest in the Trust will be issued to the designated
transferee or transferees.


 


A-3

















 


Except
as otherwise provided in the Agreement and notwithstanding the above, the final
distribution on this Certificate will be made after notice mailed by the
Trustee of the pendency of such distribution and only upon presentation and
surrender of this Certificate at the office or agency of the Trustee specified
in such notice.


 


Under
certain circumstances set forth in Section 11.01 of the Agreement, all of
the Trustee’s right, title and interest to the Trust Property may be assigned,
transferred and delivered to the Related Trustee of the Related Trust pursuant
to the Assignment and Assumption Agreement. 
Upon the effectiveness of such Assignment and Assumption Agreement (the
“Transfer”), the Trust shall be
terminated, the Certificateholders shall receive beneficial interests in the
Related Trust in exchange for their interests in the Trust equal to their
respective beneficial interests in the Trust, the Certificates representing
Fractional Undivided Interests in the Trust shall be deemed for all purposes of
the Agreement and the Related Pass Through Trust Agreement to be certificates
representing the same fractional undivided interests in the Related Trust and
its trust property.  Each
Certificateholder, by its acceptance of this Certificate or a beneficial
interest herein, agrees to be bound by the Assignment and Assumption Agreement
and subject to the terms of the Related Pass Through Trust Agreement as a
certificateholder thereunder.  From and
after the Transfer, unless and to the extent the context otherwise requires,
references herein to the Trust, the Agreement and the Trustee shall constitute
references to the Related Trust, the Related Pass Through Trust Agreement and
trustee of the Related Trust, respectively.


 


The
Certificates are issuable only as registered Certificates without coupons in
minimum denominations of $1,000 Fractional Undivided Interest and integral
multiples of $1,000 in excess thereof except that one Certificate may be in a
different denomination.  As provided in
the Agreement and subject to certain limitations therein set forth, the
Certificates are exchangeable for new Certificates of authorized denominations
evidencing the same aggregate Fractional Undivided Interest in the Trust, as
requested by the Certificateholder surrendering the same.


 


No
service charge will be made for any such registration of transfer or exchange,
but the Trustee shall require payment by the Holder of a sum sufficient to
cover any tax or governmental charge payable in connection therewith.


 


The
Trustee, the Registrar, and any agent of the Trustee or the Registrar may treat
the person in whose name this Certificate is registered as the owner hereof for
all purposes, and neither the Trustee, the Registrar, nor any such agent shall
be affected by any notice to the contrary.


 


The
obligations and responsibilities created by the Agreement and the Trust created
thereby shall terminate upon the distribution to Certificateholders of all
amounts required to be distributed to them pursuant to the Agreement and the
disposition of all property held as part of the Trust Property.


 


UNTIL
THE TRANSFER, THE AGREEMENT AND THIS CERTIFICATE SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE AND THE
OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED
IN ACCORDANCE WITH SUCH


 


A-4

















 


LAWS
FROM AND AFTER THE TRANSFER, THE AGREEMENT AND THIS CERTIFICATE SHALL BE
GOVERNED AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK AND
THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE
DETERMINED IN ACCORDANCE WITH SUCH LAWS.


 


Unless
the certificate of authentication hereon has been executed by the Trustee, by
manual signature, this Certificate shall not be entitled to any benefit under
the Agreement or be valid for any purpose.


 


A-5

















 


IN WITNESS WHEREOF, the Trustee has caused
this Certificate to be duly executed.


 


 


Dated:                               ,
2004


 


	
   

  	
  JETBLUE AIRWAYS PASS THROUGH

  TRUST, SERIES 2004-1G-1-O

  
	
   

  	
   

  
	
   

  	
  By:  WILMINGTON
  TRUST COMPANY,

  
	
   

  	
  not in its
  individual capacity but solely as

  
	
   

  	
  Trustee

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  



 


A-6

















 


[FORM OF THE TRUSTEE’S
CERTIFICATE OF AUTHENTICATION]


 


This is one of
the Certificates referred


to in the
within-mentioned Agreement.


 


	
   

  	
  WILMINGTON TRUST COMPANY, not in its
  individual capacity but solely as Trustee

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Authorized Officer

  



 


A-7

















 


FORM OF TRANSFER NOTICE


 


FOR VALUE RECEIVED the undersigned
registered holder hereby sell(s), assign(s) and transfer(s) unto


 


Insert Taxpayer Identification No.


 


 


 


 


please print or typewrite name and address
including zip code of assignee


 


 


 


the within Certificate and all rights
thereunder, hereby irrevocably constituting and appointing


 


 


 


attorney to transfer said Certificate on the
books of the Trustee with full power of substitution in the premises.


 


	
  Date:

  	
   

  	
   

  	
  [Name of Transferor]

  
	
   

  	
   

  
	
   

  	
  NOTE: 
  The signature must correspond with the name as written upon the face
  of the within-mentioned instrument in every particular, without alteration or
  any change whatsoever.

  
	
   

  	
   

  
	
   

  	
   

  
	
  Signature Guarantee:

  	
   

  	
   

  	
   

  
					



 


A-8

















 


EXHIBIT B


 


FORM OF ASSIGNMENT AND ASSUMPTION
AGREEMENT


JetBlue
Airways Pass Through Trust, Series 2004-1G-1-O


 


ASSIGNMENT AND ASSUMPTION AGREEMENT, dated
               ,
(the “Agreement”), between
Wilmington Trust Company, a Delaware banking corporation (“WTC”), not in its individual capacity
except as expressly provided herein, but solely as trustee under the Pass
Through Trust Agreement dated as of February     , 2004 (as
amended, modified or otherwise supplemented from time to time, the “Pass Through Trust Agreement”) in respect
of the JetBlue Airways Pass Through Trust, Series 2004-1G-1-O (the “Assignor”), and Wilmington Trust Company, a
Delaware banking corporation, not in its individual capacity except as
expressly provided herein, but solely as trustee under the Pass Through Trust
Agreement dated as of
                      ,
200     (the “New Pass
Through Trust Agreement”) in respect of the JetBlue Airways Pass
Through Trust, Series 2004-1G-1-S (the “Assignee”).


 


W I T N E S S
E T H:


 


WHEREAS, the
parties hereto desire to effect on the date hereof (the “Transfer Date”) (a) the transfer by
the Assignor to the Assignee of all of the right, title and interest of the
Assignor in, under and with respect to, among other things, the Trust Property
and each of the documents listed in Schedule I hereto (the “Scheduled Documents”) and (b) the
assumption by the Assignee of the obligations of the Assignor (i) under
the Scheduled Documents and (ii) in respect of the Certificates issued
under the Pass Through Trust Agreement; and


 


WHEREAS, the
Scheduled Documents permit such transfer upon satisfaction of certain
conditions heretofore or concurrently herewith being complied with;


 


NOW, THEREFORE, in consideration of the
premises and of the mutual covenants and agreements herein contained, the
parties hereto do hereby agree as follows (capitalized terms used herein
without definition having the meaning ascribed thereto in the Pass Through
Trust Agreement):


 


1.             Assignment.  The Assignor does hereby sell, assign,
convey, transfer and set over unto the Assignee as of the Transfer Date all of
its present and future right, title and interest in, under and with respect to
the Trust Property and the Scheduled Documents and each other contract,
agreement, document or instrument relating to the Trust Property or the
Scheduled Documents (such other contracts, agreements, documents or
instruments, together with the Scheduled Documents, to be referred to as the “Assigned Documents”), and any proceeds
therefrom, together with all documents and instruments evidencing any of such
right, title and interest.


 


2.             Assumption.  The Assignee hereby assumes for the benefit
of the Assignor and each of the parties listed in Schedule II hereto
(collectively, the “Beneficiaries”)
all of the duties and obligations of the Assignor, whenever accrued, pursuant
to the Assigned Documents and hereby confirms that it shall be deemed a party
to each of the Assigned Documents to which the Assignor is a party and shall be
bound by all the terms thereof (including the agreements and obligations of the
Assignor set forth therein) as if therein named as the Assignor.  Further, the


 


B-1

















 


Assignee
hereby assumes for the benefit of the Assignor and the Beneficiaries all of the
duties and obligations of the Assignor under the Outstanding Certificates and
hereby confirms that the Certificates representing Fractional Undivided
Interests under the Pass Through Trust Agreement shall be deemed for all
purposes of the Pass Through Trust Agreement and the New Pass Through Trust
Agreement to be certificates representing the same fractional undivided
interests under the New Pass Through Trust Agreement equal to their respective
beneficial interests in the trust created under the Pass Through Trust
Agreement.


 


3.             Effectiveness.  This Agreement shall be effective upon the
execution and delivery hereof by the parties hereto, and each
Certificateholder, by its acceptance of its Certificate or a beneficial
interest therein, agrees to be bound by the terms of this Agreement.


 


4.             Payments.  The Assignor hereby covenants and agrees to
pay over to the Assignee, if and when received following the Transfer Date, any
amounts (including any sums payable as interest in respect thereof) paid to or
for the benefit of the Assignor that, under Section 1 hereof, belong to
the Assignee.


 


5.             Further Assurances.  The Assignor shall, at any time and from
time to time, upon the request of the Assignee, promptly and duly execute and
deliver any and all such further instruments and documents and take such further
action as the Assignee may reasonably request to obtain the full benefits of
this Agreement and of the right and powers herein granted.  The Assignor agrees to deliver the Global
Certificates, and all Trust Property, if any, then in the physical possession
of the Assignor, to the Assignee.


 


6.             Representations
and Warranties.  (a)  The Assignee represents and warrants to the
Assignor and each of the Beneficiaries that:


 


(i)            it
has all requisite power and authority and legal right to enter into and carry
out the transactions contemplated hereby and to carry out and perform the
obligations of the “Pass Through Trustee” under the Assigned Documents;


 


(ii)           on
and as of the date hereof, the representations and warranties of the Assignee
set forth in Section 7.15 of the New Pass Through Trust Agreement are true
and correct.


 


(b)           The Assignor represents
and warrants to the Assignee that:


 


(i)            it
is duly incorporated, validly existing and in good standing under the laws of
the State of Delaware and has the full trust power, authority and legal right
under the laws of the State of Delaware and the United States pertaining to its
trust and fiduciary powers to execute and deliver this Agreement;


 


(ii)           the
execution and delivery by it of this Agreement and the performance by it of its
obligations hereunder have been duly authorized by it and will not violate its
articles of association or by-laws or the provisions of any indenture,
mortgage, contract or other agreement to which it is a party or by which it is
bound; and


 


B-2

















 


(iii)          this Agreement constitutes the legal, valid
and binding obligations of it enforceable against it in accordance with its
terms, except as the same may be limited by applicable bankruptcy, insolvency,
reorganization, moratorium or similar laws affecting the rights of creditors
generally and by general principles of equity, whether considered in a
proceeding at law or in equity.


 


7.             GOVERNING LAW.  THIS AGREEMENT SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAW OF THE STATE OF NEW YORK INCLUDING MATTERS
OF CONSTRUCTION, VALIDITY AND PERFORMANCE, WITHOUT GIVING EFFECT TO PRINCIPLES
OF CONFLICTS OF LAWS.


 


8.             Counterparts.  This Agreement may be executed in any number
of counterparts, all of which together shall constitute a single
instrument.  It shall not be necessary
that any counterpart be signed by both parties so long as each party shall sign
at least one counterpart.


 


9.             Third Party
Beneficiaries.  The Assignee hereby
agrees, for the benefit of the Beneficiaries, that its representations,
warranties and covenants contained herein are also intended to be for the
benefit of each Beneficiary, and each Beneficiary shall be deemed to be an
express third party beneficiary with respect thereto, entitled to enforce
directly and in its own name any rights or claims it may have against such
party as such beneficiary.


 


*    
*     *


 


B-3

















 


IN WITNESS WHEREOF, the parties hereto,
through their respective officers thereunto duly authorized, have duly executed
this Assignment as of the day and year first above written.


 


	
   

  	
  ASSIGNOR:

  
	
   

  	
   

  
	
   

  	
  WILMINGTON TRUST COMPANY, not in its
  individual capacity except as expressly provided herein, but solely as
  trustee under the Pass Through Trust Agreement in respect of the JetBlue
  Airways Pass Through Trust 2004-1G-1-O

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  ASSIGNEE:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  WILMINGTON TRUST COMPANY, not in its
  individual capacity except as expressly provided herein, but solely as
  trustee under the Pass Through Trust Agreement in respect of the JetBlue
  Airways Pass Through Trust 2004-1G-1-S

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Title:

  



 


B-4

















 


Schedule I


 


SCHEDULE OF ASSIGNED DOCUMENTS


 


(1)           Intercreditor Agreement
dated as of February     , 2004 among the Trustee, the
Other Trustee, the Policy Provider, the Liquidity Provider, the liquidity
provider, if any, relating to the Certificates issued under (and as defined in)
the Other Pass Through Trust Agreements and the Subordination Agent.


 


(2)           Escrow and Paying Agent
Agreement (Class G-1) dated as of February     , 2004
among the Escrow Agent, the Underwriters, the Trustee and the Paying Agent.


 


(3)           Note Purchase Agreement
dated as of February     , 2004 among the Company, the
Trustee, the Other Trustee, the Depositary, the Escrow Agent, the Paying Agent
and the Subordination Agent.


 


(4)           Deposit Agreement
(Class G-1) dated as of February     , 2004 between the
Escrow Agent and the Depositary.


 


(5)           The Policy (Class G-1)
dated February     , 2004, as defined in the
Intercreditor Agreement.


 


(6)           The Policy Provider
Agreement dated February     , 2004, as defined in the
Intercreditor Agreement.


 


(7)           Each of the Operative
Agreements (as defined in the Participation Agreement for each Aircraft) in
effect as of the Transfer Date.


 


B-5

















 


Schedule II


 


SCHEDULE OF BENEFICIARIES


 


[TO COME]


 


B-6

















 


EXHIBIT C


 


FORM OF NOTICE TO DESIGNATE
NOMINEE AS WITHHOLDING AGENT


(Treas. Reg.
§ 1.1445-8(f); 17 C.F.R. 240.10b-17(b)(1))


 


	
   

  	
  [DATE]

  
	
  National Association of Securities Dealers, Inc.

  
	
  Market Operations

  
	
  80 Merritt Blvd.

  
	
  Trumbull, CT 06611

  



 


Re:          JetBlue Airways Pass
Through Trust, Series 2004-1G-1-O

Pass Through Certificates, Series 2004-1G-1-O


 


With
respect to distributions to be made on [INSERT DISTRIBUTION DATE] to holders of
the above-referenced Pass Through Certificates in the amount of
$                
per $1,000 principal amount of Certificate, we hereby designate the appropriate
nominees to withhold from amounts distributable to any non-U.S. Person such
amounts as required by Section 1446 of the Internal Revenue Code of 1986,
as amended.  The term “non-U.S. Person”
means any person or entity that, for U.S. federal income tax purposes, is not a
“U.S. Person.” “U.S. Person” for this purpose means a citizen or resident of
the United States, a corporation, partnership or other entity created or
organized under the laws of the United States or any political subdivision
thereof, or an estate or trust, the income of which is subject to U.S. federal
income taxation regardless of its source. 
The date of record for determining holders of Certificates entitled to
receive the distribution on [INSERT DISTRIBUTION DATE] is [INSERT RELATED
RECORD DATE].


 


Very
truly yours,


 


C-1