EX-4.2





 Exhibit 4.2 

EXECUTION VERSION 
 TRUST
SUPPLEMENT NO. 2019-1AA 
 Dated as of November 12, 2019 

between 
 JETBLUE AIRWAYS
CORPORATION 
 and 
 WILMINGTON
TRUST COMPANY, 
 as Trustee, 

to 
 PASS THROUGH TRUST
AGREEMENT 
 Dated as of November 12, 2019 

JetBlue Airways Pass Through Trust 2019-1AA 

JetBlue Airways Pass Through Certificates, Series 2019-1AA 

  

					
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 TABLE OF CONTENTS 

 

							
		 		  	 	Page	 
	ARTICLE I DEFINITIONS	  	 	2	 
	 Section 1.01
	 	 Definitions
	  	 	2	 
		
	ARTICLE II DECLARATION OF TRUST	  	 	8	 
	 Section 2.01
	 	 Declaration of Trust
	  	 	8	 
	 Section 2.02
	 	 Permitted Activities
	  	 	9	 
		
	ARTICLE III THE CERTIFICATES	  	 	9	 
	 Section 3.01
	 	 The Certificates
	  	 	9	 
	 Section 3.02
	 	 Terms and Conditions
	  	 	9	 
		
	ARTICLE IV ISSUANCE AND TRANSFER OF THE CLASS AA CERTIFICATES	  	 	11	 
	 Section 4.01
	 	 Issuance of Class AA Certificates
	  	 	11	 
	 Section 4.02
	 	 Legends
	  	 	12	 
	 Section 4.03
	 	 Book-Entry Provisions for Global Certificates
	  	 	13	 
		
	ARTICLE V DISTRIBUTION; STATEMENTS TO CERTIFICATEHOLDERS	  	 	14	 
	 Section 5.01
	 	 Statements to Certificateholders
	  	 	14	 
		
	ARTICLE VI DEFAULT	  	 	16	 
	 Section 6.01
	 	 Purchase Rights of Certificateholders
	  	 	16	 
		
	ARTICLE VII THE TRUSTEE	  	 	18	 
	 Section 7.01
	 	 Delivery of Documents; Issuance Date
	  	 	18	 
	 Section 7.02
	 	 [Reserved]
	  	 	20	 
	 Section 7.03
	 	 The Trustee
	  	 	20	 
	 Section 7.04
	 	 Representations and Warranties of the Trustee
	  	 	20	 
	 Section 7.05
	 	 Trustee Liens
	  	 	21	 
		
	ARTICLE VIII ADDITIONAL AMENDMENT; SUPPLEMENTAL AGREEMENTS	  	 	21	 
	 Section 8.01
	 	 Amendment of Sections 5.02 and 6.07 of the Basic Agreement
	  	 	21	 
	 Section 8.02
	 	 Supplemental Agreements Without Consent of Class AA Certificateholders
	  	 	22	 
	 Section 8.03
	 	 Supplemental Agreements with Consent of Class AA Certificateholders
	  	 	23	 
	 Section 8.04
	 	 Consent of Holders of Certificates Issued under Other Trusts
	  	 	23	 
		
	ARTICLE IX MISCELLANEOUS PROVISIONS	  	 	24	 
	 Section 9.01
	 	 Final Termination Date
	  	 	24	 
	 Section 9.02
	 	 Basic Agreement Ratified
	  	 	24	 
	 Section 9.03
	 	 Governing Law
	  	 	24	 


  

					
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	 Section 9.04
	 	 Counterparts
	  	 	24	 
	 Section 9.05
	 	 Intention of Parties
	  	 	24	 
	 Section 9.06
	 	 Submission to Jurisdiction
	  	 	25	 
	 Section 9.07
	 	 Successor and Assigns
	  	 	25	 
	 Section 9.08
	 	 No Recourse against Others
	  	 	25	 
	 Section 9.09
	 	 Patriot Act
	  	 	25	 

 EXHIBITS 
  

			
	Exhibit A	  	 - Form of Certificate

	Exhibit B	  	 - DTC Letter of Representations

	  
 SCHEDULES

 

	Schedule I	  	 - Series AA Equipment Notes, Principal Amounts, Maturities and Aircraft

	Schedule II	  	 - Note Documents



  

					
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 TRUST SUPPLEMENT NO. 2019-1AA 

This TRUST SUPPLEMENT NO. 2019-1AA, dated as of November 12, 2019 (as amended from time to time,
the “Trust Supplement”), between JETBLUE AIRWAYS CORPORATION, a Delaware corporation (together with any successor in interest pursuant to Section 5.02 of the Basic Agreement, the “Company” or
“JetBlue”) and WILMINGTON TRUST COMPANY, a Delaware trust company, not in its individual capacity but solely as trustee (together with any successor in interest and any successor or other trustee appointed as provided in the Basic
Agreement, the “Trustee”) under the Pass Through Trust Agreement, dated as of November 12, 2019, between the Company and Wilmington Trust Company, a Delaware trust company (the “Basic Agreement”). 

W I T N E S S E T H: 

WHEREAS, the Basic Agreement, which is unlimited as to the aggregate face amount of Certificates that may be issued and authenticated
thereunder, has heretofore been executed and delivered; 
 WHEREAS, the Company is the owner of the twenty-five (25) aircraft described
in Schedule I hereto (each, an “Aircraft” and, collectively, the “Aircraft”) and wishes to finance each Aircraft through the issuance of Equipment Notes; 

WHEREAS, with respect to each Aircraft, pursuant to the Indenture relating to such Aircraft, JetBlue will issue on a recourse basis two series
of Equipment Notes secured by, among other things, such Aircraft and may issue one or more series of Additional Equipment Notes and one or more series of Refinancing Equipment Notes; 

WHEREAS, the Trustee shall hereby declare the creation of the Class AA Trust (as defined below) for the benefit of Holders of the
Class AA Certificates (as defined below) to be issued in respect of such Class AA Trust, and the initial Holders of the Class AA Certificates, as grantors of such Class AA Trust, by their respective acceptances of the
Class AA Certificates, shall join in the creation of the Class AA Trust with the Trustee; 
 WHEREAS, all Certificates to be
issued by the Class AA Trust will evidence Fractional Undivided Interests in the Class AA Trust and will have no rights, benefits or interests in respect of any other separate Trust or the property held therein; 

WHEREAS, pursuant to the terms and conditions of the Basic Agreement, as supplemented by this Trust Supplement, and the Participation
Agreements, the Trustee on behalf of the Class AA Trust shall on the Issuance Date purchase the Series AA Equipment Notes issued by the Company pursuant to the Indentures relating to the Aircraft having the identical interest rate as, and final
maturity dates not later than the final expected Regular Distribution Date of, the Class AA Certificates issued hereunder and shall hold such Series AA Equipment Notes in trust for the benefit of the Class AA Certificateholders; 

  

					
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 WHEREAS, pursuant to the terms and conditions of the Intercreditor Agreement referred to in
Section 3.02(j) hereof, the Trustee and the other parties thereto will agree to the terms of subordination set forth therein; 

WHEREAS, all of the conditions and requirements necessary to make this Trust Supplement, when duly executed and delivered, a valid, binding
and legal instrument in accordance with its terms and for the purposes herein expressed, have been done, performed and fulfilled, and the execution and delivery of this Trust Supplement in the form and with the terms hereof have been in all respects
duly authorized; and 
 WHEREAS, the Basic Agreement, as supplemented by this Trust Supplement, is subject to the provisions of the Trust
Indenture Act 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. Unless otherwise specified herein or the context otherwise requires, capitalized terms used but
not defined herein, including in the recitals hereto, shall have the respective meanings set forth, and shall be construed and interpreted in the manner described, in the Basic Agreement. As used herein, the term “Agreement” shall mean the
Basic Agreement, as supplemented by this Trust Supplement. For all purposes of the Basic Agreement as supplemented by this Trust Supplement, the following capitalized terms have the following meanings (any term used herein which is defined in both
this Trust Supplement and the Basic Agreement shall have the meaning assigned thereto in this Trust Supplement for purposes of the Basic Agreement as supplemented by this Trust Supplement). 

Additional Certificateholder: Has the meaning specified in the Intercreditor Agreement. 

Additional Certificates: Has the meaning specified in the Intercreditor Agreement. 

Additional Equipment Notes: Has the meaning specified in the Intercreditor Agreement. 

Additional Trust: Has the meaning specified in the Intercreditor Agreement. 

Additional Trust Agreement: Has the meaning specified in the Intercreditor Agreement. 

Additional Trustee: Has the meaning specified in the Intercreditor Agreement. 

Affiliate: Has the meaning specified in the Intercreditor Agreement. 

  

					
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 Agreement: Has the meaning specified in the first paragraph of
Section 1.01 of this Trust Supplement. 
 Aircraft: Has the meaning specified in the second
recital to this Trust Supplement and shall include any Replacement Aircraft and Substitute Aircraft (each as defined in the applicable Indenture) in replacement or substitution thereof in accordance with the applicable Indenture. 

Applicable Participation Agreement: Has the meaning specified in Section 7.01(b) of this Trust
Supplement. 
 Basic Agreement: Has the meaning specified in the preamble to this Trust Supplement. 

Benefit Plan Investor: (a) Any employee benefit plan (as defined in Section 3(3) of ERISA), that is subject to
the fiduciary provisions of Title I of ERISA, (b) any plan to which Section 4975 of the Code applies and (c) any entity whose underlying assets include plan assets by reason of an employee benefit plan’s or a plan’s
investment in the entity or otherwise. 
 Business Day: Has the meaning specified in the Intercreditor Agreement. 

Certificate: Means a Class AA Certificate or a Class A Certificate, as applicable. 

Certificate Buy-Out Event: Has the meaning specified in the Intercreditor
Agreement. 
 Certificateholder: Means, with respect to any Class of Certificates, the Person in whose name a
Certificate is registered in the Register for the Certificates of such Class. 
 Class: Has the meaning specified in
the Intercreditor Agreement. 
 Class AA Certificateholder: Means, at any time, any
Certificateholder of one or more Class AA Certificates. 
 Class AA Certificates: Has the
meaning specified in Section 3.01 of this Trust Supplement. 
 Class AA
Liquidity Facility: Has the meaning specified in the Intercreditor Agreement. 
 Class AA Liquidity
Provider: Has the meaning specified in the Intercreditor Agreement. 
 Class AA Trust: Has the
meaning specified in Section 2.01 of this Trust Supplement. 
 Class A Certificateholder: Has
the meaning specified in the Intercreditor Agreement. 

  

					
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 Class A Certificates: Has the meaning specified in
the Intercreditor Agreement. 
 Class A Liquidity Provider: Has the meaning specified in the
Intercreditor Agreement. 
 Class A Trust: Has the meaning specified in the Intercreditor
Agreement. 
 Class A Trust Agreement: Has the meaning specified in the Intercreditor Agreement.

 Class A Trustee: Has the meaning specified in the Intercreditor Agreement. 

Code: Means the Internal Revenue Code of 1986, as amended. 

Company: Has the meaning specified in the preamble to this Trust Supplement. 

Corporate Trust Office: Has the meaning specified in the Intercreditor Agreement. 

Definitive Certificates: Has the meaning specified in Section 4.01(e) of this Trust
Supplement. 
 Distribution Date: Means a Regular Distribution Date or a Special Distribution Date. 

DTC: Has the meaning specified in Section 3.02(f) of this Trust Supplement. 

DTC Participants: Has the meaning specified in Section 4.01(b) of this Trust Supplement. 

Equipment Notes: Has the meaning specified in the Intercreditor Agreement. 

ERISA: Means the Employee Retirement Income Security Act of 1974, as amended. 

Event of Default: With respect to any Indenture, has the meaning specified in Section 4.01 of such Indenture. 

Fractional Undivided Interests: Has the meaning specified in the Intercreditor Agreement. 

Global Certificate: Has the meaning specified in Section 4.01(b) of this Trust Supplement.

 Holder: Means a Certificateholder. 

Indenture: Has the meaning specified in the Intercreditor Agreement. 

  

					
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 Indirect Participants: Has the meaning specified in
Section 4.01(b) of this Trust Supplement. 
 Intercreditor Agreement: Has the meaning
specified in Section 3.02(j) of this Trust Supplement. 
 Issuance Date: Has the meaning
specified in Section 7.01(a) of this Trust Supplement. 
 JetBlue: Has the meaning specified
in the preamble to this Trust Supplement. 
 Junior Additional Certificateholder: Means, with respect to any
Additional Certificateholder exercising its right to purchase Certificates under Section 6.01 of this Trust Supplement, any holder of any class of Additional Certificates that rank junior, in priority of payment of “Expected
Distributions” for such class under the Intercreditor Agreement, to the class of Additional Certificates held by such Additional Certificateholder. 

Liquidity Provider: Has the meaning specified in the Intercreditor Agreement. 

Loan Trustee: Means, with respect to any Indenture, the bank, trust company or other financial institution designated as
loan trustee thereunder, and any successor to such loan trustee. 
 Note Documents: Means, collectively, the
Participation Agreements, the Indentures, each Indenture Supplement (as defined in any Indenture) and the Equipment Notes. 

Operative Agreements: Has the meaning specified in the Intercreditor Agreement. 

Other Agreements: Means (i) the Class A Trust Agreement, (ii) the Basic Agreement as supplemented by a
Trust Supplement (as defined in the Basic Agreement) relating to any Additional Trust and (iii) the Basic Agreement as supplemented by a Trust Supplement (as defined in the Basic Agreement) relating to any Refinancing Trust. 

Other Trustees: Means the trustees under the Other Agreements, and any successor or other trustee appointed as provided
therein. 
 Other Trusts: Means the Class A Trust, any Additional Trust or Trusts, or any Refinancing Trust or
Trusts, in each case created by the applicable Other Agreement. 
 Participation Agreement: Has the meaning specified
in the Intercreditor Agreement. 
 Paying Agent: Means, with respect to the Class AA Certificates, the paying
agent maintained and appointed for such Class AA Certificates pursuant to Section 7.12 of the Basic Agreement. 

  

					
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 Person: Means 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. 

Plan: Means (i) a retirement plan or other employee benefit plan or arrangement, including for this purpose an
individual retirement account, annuity or Keogh plan, that is subject to Title I of ERISA or Section 4975 of the Code, (ii) any other entity whose underlying assets are deemed to include the assets of any plan or arrangement described
in (i) above by virtue of the U.S. Department of Labor regulation in 29 CFR §2510.3-101, as modified by Section 3(42) of ERISA (or any successor to such regulation), or (iii) such
a plan or arrangement which is a foreign, church or governmental plan or arrangement exempt from Title I of ERISA and Section 4975 of the Code but subject to a Similar Law. 

Plan Fiduciary: Has the meaning specified in Section 3.02(i) of this Trust Supplement. 

Pool Balance: Means, as of any date, (i) the original aggregate face amount of the Class AA Certificates less
(ii) the aggregate amount of all distributions made as of such date in respect of the Class AA Certificates other than distributions made in respect of interest or Premium or reimbursement of any costs or expenses incurred in connection
therewith. The Pool Balance as of any date shall be computed after giving effect to any distribution with respect to the payment of principal, if any, of the Series AA Equipment Notes or payment with respect to other Trust Property and the
distribution thereof to be made on such date. 
 Pool Factor: Means, as of any Distribution Date, the quotient
(rounded to the seventh decimal place) computed by dividing (i) the Pool Balance by (ii) the original aggregate face amount of the Class AA Certificates. The Pool Factor as of any Distribution Date shall be computed after giving
effect to any distribution with respect to the payment of principal, if any, of the Series AA Equipment Notes or payment with respect to other Trust Property and the distribution thereof to be made on that date. 

Premium: Has the meaning specified in the Intercreditor Agreement. 

Prospectus Supplement: Means the final prospectus supplement, dated October 29, 2019, relating to the offering of
the Certificates. 
 Rating Agencies: Has the meaning specified in the Intercreditor Agreement. 

Refinancing Certificateholders: Has the meaning specified in the Intercreditor Agreement. 

Refinancing Certificate: Has the meaning specified in the Intercreditor Agreement. 

  

					
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 Refinancing Equipment Notes: Has the meaning specified in the
Intercreditor Agreement. 
 Refinancing Trust: Has the meaning specified in the Intercreditor Agreement. 

Refinancing Trust Agreement: Has the meaning specified in the Intercreditor Agreement. 

Register: Has the meaning specified in the Intercreditor Agreement. 

Registrar: Has the meaning specified in the Basic Agreement. 

Regular Distribution Date: Has the meaning specified in Section 3.02(c) of this Trust
Supplement. 
 Replacement Liquidity Facility: Has the meaning specified in the Intercreditor Agreement. 

Replacement Liquidity Provider: Has the meaning specified in the Intercreditor Agreement. 

Responsible Officer: Has the meaning specified in the Intercreditor Agreement. 

Scheduled Payment: Has the meaning specified in the Intercreditor Agreement. 

Series A Equipment Notes: Has the meaning specified in the Intercreditor Agreement. 

Series AA Equipment Notes: Has the meaning specified in the Intercreditor Agreement. 

Similar Law: Means a foreign, federal, state, or local law which is substantially similar to the prohibited transaction
provisions of Title I of ERISA or Section 4975 of the Code. 
 Special Distribution Date: Means, with respect to
the Class AA Certificates, each date on which a Special Payment is to be distributed as specified in this Agreement. 

Special Payment: Means any payment (other than a Scheduled Payment) in respect of, or any proceeds of, any Equipment
Note or the Collateral (as defined in any Indenture). 
 Special Payments Account: Means, with respect to the
Class AA Certificates, the account or accounts created and maintained for such series pursuant to Section 4.01(b) of the Basic Agreement (as modified by Section 7.01(c) of this Trust Supplement) and this Trust
Supplement. 
 Subordination Agent: Has the meaning specified in the Intercreditor Agreement. 

  

					
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 Triggering Event: Has the meaning specified in the Intercreditor
Agreement. 
 Trust: Means the Class AA Trust or the Class A Trust, as applicable. 

Trust Indenture Act: Means the Trust Indenture Act of 1939, as amended. 

Trust Property: Means (i) subject to the Intercreditor Agreement, the Series AA Equipment Notes held as the
property of the Class AA Trust, 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 of the Basic Agreement of any Equipment Notes and (iii) all rights of the Class AA Trust and the Trustee, on behalf of the Class AA Trust, under
the Intercreditor Agreement and the Class AA Liquidity Facility, including, without limitation, all rights to receive certain payments thereunder, and all monies paid to the Trustee on behalf of the Class AA Trust pursuant to the
Intercreditor Agreement or the Class AA Liquidity Facility. 
 Trust Supplement: Has the meaning specified in the
preamble hereto. 
 Trustee: Has the meaning specified in the preamble to this Trust Supplement. 

Underwriters: Means Citigroup Global Markets Inc., Goldman, Sachs & Co. LLC, Morgan Stanley & Co. LLC,
Barclays Capital Inc., BofA Securities, Inc., BNP Paribas Securities Corp. and Credit Agricole (USA) Inc. 
 Underwriting
Agreement: Means the Underwriting Agreement, dated October 29, 2019 among the Representatives (as defined in the Underwriting Agreement) of the Underwriters and JetBlue, as the same may be amended, supplemented or otherwise modified from
time to time in accordance with its terms. 
 ARTICLE II 

DECLARATION OF TRUST 

Section 2.01 Declaration of Trust. The Trustee hereby declares the creation of a Trust, designated the “JetBlue Airways Pass
Through Trust 2019-1AA” (the “Class AA Trust”), for the benefit of the Holders of the Class AA Certificates to be issued in respect of such Class AA Trust,
and the initial Holders of the Class AA Certificates, as grantors of such Class AA Trust, by their respective acceptances of the Class AA Certificates, join in the creation of such Class AA Trust with the Trustee. The Trustee, by
the execution and delivery of this Trust Supplement, acknowledges its acceptance of all right, title and interest in and to the Trust Property to be acquired pursuant to Section 7.01(b) of this Trust Supplement and the
Participation Agreements and the Trustee will hold such right, title and interest for the benefit of all present and future Holders of the Class AA Certificates, upon the trusts set forth in the Basic Agreement and this Trust Supplement. The
provisions of this Section 2.01 supersede and replace the provisions of Section 2.03 of the Basic Agreement with respect to the Class AA Trust. 

  

					
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 Section 2.02 Permitted Activities. The Class AA Trust may engage only in
the transactions contemplated by the Operative Agreements, subject to Section 9.05 of this Trust Supplement. 

ARTICLE III 
 THE
CERTIFICATES 
 Section 3.01 The Certificates. There is hereby created a series of Certificates to be issued under this
Agreement designated as “JetBlue Airways Pass Through Certificates, Series 2019-1AA” (the “Class AA Certificates”). Each Class AA Certificate represents a
Fractional Undivided Interest in the Class AA Trust created hereby. The Class AA Certificates shall be the only instruments evidencing a Fractional Undivided Interest in the Class AA Trust. The Class AA Certificates do not
represent indebtedness of the Class AA Trust, and references herein to interest accruing on the Class AA Certificates are included for purposes of computation only. 

Section 3.02 Terms and Conditions. The terms and conditions applicable to the Class AA Certificates and the Class AA
Trust are as follows: 
 (a) The aggregate face amount of the Class AA Certificates that may be authenticated and delivered under this
Agreement (except for Class AA Certificates authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Class AA Certificates pursuant to Sections 3.03, 3.04, 3.05 and 3.06 of the Basic Agreement
and Section 4.03 of this Trust Supplement) is $588,685,000. 
 (b) [Reserved] 

(c) The distribution dates with respect to any payment of Scheduled Payments (each such distribution date, a “Regular Distribution
Date”) shall be each May 15 and each November 15, commencing on May 15, 2020, until payment of all of the Scheduled Payments to be made under the Equipment Notes has 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. 

(d) The Special Distribution Date with respect to the Class AA Certificates means any Business Day on which a Special Payment is to be
distributed pursuant to this Agreement. 
 (e) [Reserved] 

(f) The Class AA Certificates shall be in the form attached hereto as Exhibit A, shall be Book-Entry Certificates (subject to
Section 3.05(d) of the Basic Agreement and Section 4.03 of this Trust Supplement), and shall be subject to the conditions set forth in the Letter of Representations between the Class AA Trust and The Depository
Trust Company and any successor agency thereto (“DTC”), as initial Clearing Agency, attached hereto as Exhibit B. 

  

					
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 (g) The proceeds of the offering of Class AA Certificates issued by the Class AA
Trust shall be used on the date hereof to acquire the Series AA Equipment Notes described in Schedule I that relate to the Aircraft and to the Note Documents described in Schedule II. 

(h) Any Person acquiring or accepting a Class AA Certificate or an interest therein will, by such acquisition or acceptance, be deemed to
(i) represent and warrant to the Company, the Loan Trustees and the Trustee that either (A) no assets of a Plan or any trust established with respect to a Plan have been used to purchase or hold Class AA Certificates or an interest
therein or (B) the purchase and holding of Class AA Certificates or interests therein by such Person are exempt from the prohibited transaction restrictions of ERISA and the Code or provisions of Similar Law pursuant to one or more
prohibited transaction statutory or administrative exemptions or similar exemptions under Similar Law, and (ii) direct the Trustee to invest the assets held in the Trust pursuant to, and take all other actions contemplated by, the terms and
conditions of the Basic Agreement, this Trust Supplement, the Intercreditor Agreement and each Participation Agreement. 
 (i) Each Person or
transferee of any Class AA Certificate or beneficial interest therein that is a Benefit Plan Investor will be deemed to represent, warrant and agree that (i) none of the Company, the Underwriters or any of their respective affiliates or
other persons that provide marketing services, nor any of their affiliates, has provided, and none of them will provide, any investment recommendation or investment advice on which it, or any fiduciary or other person investing the assets of the
Benefit Plan Investor (“Plan Fiduciary”), has relied or will rely as a primary basis in connection with its decision to invest in the Class AA Certificates, and they are not otherwise acting as a fiduciary, as defined in
Section 3(21) of ERISA or Section 4975(e)(3) of the Code, to the Benefit Plan Investor or the Plan Fiduciary in connection with the Benefit Plan Investor’s acquisition of the Class AA Certificates; and (ii) the Plan
Fiduciary is exercising its own independent judgment in evaluating the investment in the Class AA Certificates. 
 (j) The Class AA
Certificates will be subject to the following Intercreditor Agreement (and to the extent the terms thereof (including the definitions of defined terms) are inconsistent with the terms of this Agreement, such Intercreditor Agreement shall control):
that certain Intercreditor Agreement (2019-1), dated as of the date hereof, among Wilmington Trust Company, as Trustee and Class A Trustee, Crédit Agricole Corporate and Investment Bank, acting
through its New York Branch, as Class AA Liquidity Provider and Class A Liquidity Provider, and Wilmington Trust Company, as Subordination Agent thereunder (as may be amended, supplemented or otherwise modified from time to time in
accordance with its terms, the “Intercreditor Agreement”). Upon the occurrence of a Certificate Buy-Out Event, the holders of Class A Certificates, Additional Certificates (if any) or
Refinancing Certificates (if any) shall have the rights set forth in Article VI hereof. The Trustee and, by acceptance of any Class AA Certificate, each Certificateholder thereof, agrees to be bound by all of the provisions of the
Intercreditor Agreement, including the subordination provisions of Section 9.09 thereof. 
 (k) [Reserved] 

  

					
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 (l) The Class AA Certificates will have the benefit of the following liquidity
facility: that certain Revolving Credit Agreement (2019-1AA), dated as of the date hereof, between Wilmington Trust Company, as Subordination Agent under the Intercreditor Agreement, as agent and trustee for
the Class AA Trust, and the Class AA Liquidity Provider. 
 (m) The Responsible Party is the Company. 

(n) The Company, any other obligor upon the Class AA Certificates, and any Affiliate of any thereof may acquire, tender for, purchase,
own, hold, become the pledgee of and otherwise deal with any Class AA Certificate. 
 ARTICLE IV 

ISSUANCE AND TRANSFER OF THE CLASS AA CERTIFICATES 

Section 4.01 Issuance of Class AA Certificates. (a) The Class AA Certificates will be issued in
minimum denominations of $2,000 (or such other denomination that is the lowest integral multiple of $1,000 that is, at the time of issuance, equal to at least 1,000 euros) and integral multiples of $1,000 in excess thereof, except that one
Certificate may be issued in a different denomination. Each Class AA Certificate shall be dated the date of its authentication. 
 (b)
The Class AA Certificates shall be issued initially in the form of one or more global Certificates in definitive, fully registered form without interest coupons, substantially in the form of Exhibit A hereto (each, a “Global
Certificate”), duly executed and authenticated by the Trustee as hereinafter provided. Each Global Certificate will be registered in the name of a nominee for DTC for credit to the account of members of, or participants in, DTC
(“DTC Participants”) or to the account of indirect participants that clear through or maintain a custodial relationship with a DTC Participant, either directly or indirectly (“Indirect Participants”), and will be
deposited with the Trustee, at its Corporate Trust Office, as custodian for DTC. The aggregate face amount of a Global Certificate may from time to time be increased or decreased by adjustments made on the records of DTC or its nominee, or of the
Trustee, as custodian for DTC or its nominee for such Global Certificate, which adjustments shall be conclusive as to the aggregate face amount of any such Global Certificate. 

(c) [Reserved] 
 (d) [Reserved]

 (e) Certificated Certificates in registered form shall be issued in substantially the form set forth as Exhibit A hereto (the
“Definitive Certificates”) and shall be issued in fully physical, 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 of the Trustee executing such Definitive Certificates, as evidenced by their execution of such Definitive Certificates. 

  

					
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 Section 4.02 Legends. (a) 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. 
 (b) Each
Class AA Certificate shall bear the following legend on the face thereof: 
 BY ITS ACQUISITION OR ACCEPTANCE HEREOF, THE HOLDER
(A) REPRESENTS AND WARRANTS TO JETBLUE AIRWAYS CORPORATION, THE LOAN TRUSTEE AND THE TRUSTEE THAT EITHER (1) NO ASSETS OF A PLAN OR ANY TRUST ESTABLISHED WITH RESPECT TO A PLAN HAVE BEEN USED TO PURCHASE OR HOLD THIS CERTIFICATE OR AN
INTEREST HEREIN OR (2) THE PURCHASE AND HOLDING OF THIS CERTIFICATE OR INTEREST HEREIN BY SUCH A PERSON ARE EXEMPT FROM THE PROHIBITED TRANSACTION RESTRICTIONS OF ERISA AND THE CODE OR PROVISIONS OF SIMILAR LAW PURSUANT TO ONE OR MORE
PROHIBITED TRANSACTION STATUTORY OR ADMINISTRATIVE EXEMPTIONS OR SIMILAR EXEMPTIONS UNDER SIMILAR LAW, AND (B) DIRECTS THE TRUSTEE TO INVEST IN THE ASSETS HELD IN THE CLASS AA TRUST PURSUANT TO THE TERMS AND CONDITIONS DESCRIBED IN THE
PROSPECTUS SUPPLEMENT RELATED THERETO. 
 FURTHER, BY ITS ACQUISITION OR ACCEPTANCE HEREOF, A HOLDER WHO IS AN ERISA PLAN REPRESENTS AND
WARRANTS (I) NONE OF JETBLUE AIRWAYS CORPORATION, THE UNDERWRITERS OR ANY OF THEIR RESPECTIVE AFFILIATES OR OTHER PERSONS THAT PROVIDE MARKETING SERVICES, NOR ANY OF THEIR AFFILIATES, HAS PROVIDED, AND NONE OF THEM WILL PROVIDE, ANY INVESTMENT
RECOMMENDATION OR INVESTMENT ADVICE ON WHICH IT, OR ANY FIDUCIARY OR OTHER PERSON INVESTING THE ASSETS OF THE BENEFIT PLAN INVESTOR (“PLAN FIDUCIARY”), HAS RELIED OR WILL RELY AS A PRIMARY BASIS IN CONNECTION WITH ITS DECISION TO INVEST IN
THIS CERTIFICATE, AND THEY ARE NOT OTHERWISE ACTING AS A FIDUCIARY, AS DEFINED IN SECTION 3(21) OF ERISA OR SECTION 4975(E)(3) OF THE CODE, TO THE BENEFIT PLAN INVESTOR OR THE PLAN FIDUCIARY IN CONNECTION WITH THE BENEFIT PLAN
INVESTOR’S ACQUISITION OF THIS CERTIFICATE; AND (II) THE PLAN FIDUCIARY IS EXERCISING ITS OWN INDEPENDENT JUDGMENT IN EVALUATING THE INVESTMENT IN THIS CERTIFICATE. CERTAIN TERMS USED IN THE FOREGOING PARAGRAPHS SHALL HAVE THE MEANINGS
SPECIFIED IN THE AGREEMENT. 

  

					
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 Section 4.03 Book-Entry Provisions for Global Certificates. (a) DTC
Participants shall have no rights under this Agreement with respect to any Global Certificate held on their behalf by DTC, or the Trustee as its custodian, and DTC may be treated by the Trustee and any agent of the Trustee as the absolute owner of
such Global Certificate for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Trustee or any agent of the Trustee from giving effect to any written certification, proxy or other authorization furnished by DTC
or shall impair, as between DTC and its DTC Participants, the operation of customary practices governing the exercise of the rights of a holder of any Class AA Certificate. Upon the issuance of any Global Certificate, the Registrar or its duly
appointed agent shall record Cede & Co. or another nominee of DTC as the registered holder of such Global Certificate. 
 (b)
Transfers of any Global Certificate shall be limited to transfers of such Global Certificate in whole, but not in part, to nominees of DTC, DTC’s successor or such successor’s nominees. Beneficial interests in Global Certificates may be
transferred in accordance with the rules and procedures of DTC and the provisions of Section 4.02 of this Trust Supplement. Definitive Certificates shall be delivered to all beneficial owners of beneficial interests in
Global Certificates, if (i) DTC notifies the Trustee in writing that it is no longer willing or able to discharge properly its responsibilities as depositary for the Global Certificates, and a successor depositary is not appointed by the
Trustee within 90 days of such notice, (ii) the Company, at its option, advises the Trustee in writing that it elects to terminate the book-entry system through DTC or (iii) after the occurrence and during the continuance of an Event of
Default, Class AA Certificateholders with Fractional Undivided Interests aggregating not less than a majority in interest in the Class AA Trust advise the Trustee, the Company and DTC through DTC Participants in writing that the
continuation of a book-entry system through DTC (or a successor thereto) is no longer in the Class AA Certificateholders’ best interests. Neither the Company nor the Trustee shall be liable if the Company or the Trustee is unable to locate
a qualified successor clearing system. 
 (c) [Reserved] 

(d) In connection with the transfer of the entire amount of a Global Certificate to the beneficial owners thereof pursuant to
Section 4.03(b) hereof, such Global Certificate shall be deemed to be surrendered to the Trustee for cancellation, and the Trustee shall execute, authenticate and deliver to each beneficial owner, in exchange for the
beneficial interest thereof in such Global Certificate, an equal aggregate face amount of Definitive Certificates of authorized denominations, in each case as such beneficial owner and related aggregate face amount shall have been identified and
otherwise set forth (together with such other information as may be required for the registration of such Definitive Certificates) in registration instructions that shall have been delivered by or on behalf of DTC to the Trustee. None of the
Company, the Registrar, the Paying Agent nor the Trustee shall be liable for any delay in delivery of such registration instructions and each such Person may conclusively rely on, and shall be protected in relying on, such registration instructions.
Upon the issuance of any Definitive Certificate, the Trustee shall recognize the Person in whose name such Definitive Certificate is registered in the Register as a Certificateholder hereunder. 

  

					
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 (e) The registered Holder of a Global Certificate may grant proxies and otherwise authorize
any Person, including DTC Participants and Persons that may hold interests through DTC Participants, to take any action which a Holder is entitled to take under this Agreement or the Class AA Certificates. 

(f) Neither the Company, nor the Trustee, nor the Registrar, nor the Paying Agent shall have any responsibility or liability for: (i) any
aspect of the records relating to or payments made on account of beneficial ownership interests in the Global Certificates, (ii) maintaining, supervising or reviewing any records relating to such beneficial ownership interests or (iii) the
performance by DTC, any DTC Participant or any Indirect Participant of their respective obligations under the rules, regulations and procedures creating and affecting DTC and its operation or any other statutory, regulatory, contractual or customary
procedures governing their obligations. 
 ARTICLE V 

DISTRIBUTION; STATEMENTS TO CERTIFICATEHOLDERS 

Section 5.01 Statements to Certificateholders. (a) On each Regular Distribution Date and Special Distribution Date, the
Trustee will include with each distribution to the Class AA Certificateholders a statement, giving effect to the distribution to be made on such Regular Distribution Date or Special Distribution Date, setting forth the following information
(per $1,000 aggregate face amount of Class AA Certificates as to clauses (ii) and (iii) below): 

(i) the aggregate amount of funds distributed on such Distribution Date under this Agreement, indicating the amount, if any,
allocable to each source (including any portion thereof paid by the Class AA Liquidity Provider); 
 (ii) the amount of
such distribution under this Agreement allocable to principal and the amount allocable to Premium (if any); 
 (iii) the
amount of such distribution under this Agreement allocable to interest (including any portion thereof paid by the Class AA Liquidity Provider); and 

(iv) the Pool Balance and the Pool Factor. 

With respect to the Class AA Certificates registered in the name of DTC or its nominee, on the Record Date prior to each Regular
Distribution Date and Special Distribution Date, the Trustee will request that DTC post on its Internet bulletin board a securities position listing setting forth the names of all the DTC Participants reflected on DTC’s books as holding
interests in the Class AA Certificates on such Record Date. On each Regular Distribution Date and Special Distribution Date, the Trustee will mail to each such DTC Participant whose name has been provided by DTC the statement described above
and will make available additional copies as requested by such DTC Participants for forwarding to holders of interests in the Class AA Certificates. 

  

					
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 (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 Class AA Certificateholder of record a statement containing the sum of the amounts determined pursuant to clauses
(a)(i), (a)(ii) and (a)(iii) above for such calendar year or, in the event such Person was a Class AA Certificateholder of record during a portion of such calendar year, for the applicable portion of such year, and such other items
as are readily available to the Trustee and which a Class AA Certificateholder may reasonably request as necessary for the purpose of such Certificateholder’s preparation of its United States federal income tax returns or foreign income
tax returns. With respect to Class AA Certificates registered in the name of DTC or its nominee, such statement and such other items shall be prepared on the basis of information supplied to the Trustee by the DTC Participants and shall be
delivered by the Trustee to such DTC Participants to be available for forwarding by such DTC Participants to the holders of beneficial interests in the Class AA Certificates. 

(c) Promptly following the date of any early redemption or purchase of, or any default in the payment of principal or interest in respect of,
any of the Series AA Equipment Notes held in the Class AA Trust, the Trustee shall furnish to Class AA Certificateholders of record on such date a statement setting forth (x) the expected Pool Balances for each subsequent Regular
Distribution Date following the date of such early redemption, purchase or default, (y) the related Pool Factors for such Regular Distribution Dates and (z) the expected principal distribution schedule of the Series AA Equipment Notes, in
the aggregate, held as Trust Property at the date of such notice. With respect to the Class AA Certificates registered in the name of DTC, on the date of such early redemption, purchase or default, the Trustee will request from DTC a securities
position listing setting forth the names of all DTC Participants reflected on DTC’s books as holding interests in the Class AA Certificates on such date. The Trustee will mail (or, in the case of Global Certificates, send electronically in
accordance with DTC’s applicable procedures) to each such DTC Participant the statement described above and will make available additional copies as requested by such DTC Participant for forwarding to holders of interests in the Class AA
Certificates. 
 (d) [Reserved] 

(e) The provisions of this Section 5.01 supersede and replace the provisions of Section 4.03 of the Basic
Agreement in their entirety with respect to the Class AA Trust. 

  

					
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 ARTICLE VI 

DEFAULT 

Section 6.01 Purchase Rights of Certificateholders. (a) By acceptance of its Class AA Certificate, each Class AA
Certificateholder agrees that at any time after the occurrence and during the continuation of a Certificate Buy-Out Event: 

(i) so long as no Additional Certificateholder has elected to exercise its rights to purchase the Class AA Certificates and the
Class A Certificates pursuant to, and given notice of such election in accordance with, this Section 6.01(a) (upon such election and notification thereof, the right specified in this Section 6.01(a)(i) shall be suspended and
(x) upon consummation of the purchase pursuant to such election, be terminated with respect to such Certificate Buy-Out Event, or (y) upon failure to consummate such purchase on the proposed purchase
date, such right shall be revived), each Class A Certificateholder (other than the Company or any of its Affiliates) shall have the right to purchase, for the purchase price set forth herein, all, but not less than all, of the Class AA
Certificates upon ten days’ prior written irrevocable notice to the Trustee, the Class A Trustee and each other Class A Certificateholder, on the third Business Day following the expiration of such
ten-day notice period, provided that (A) if prior to the end of such ten-day period any other Class A Certificateholder(s) (other than the Company or
any of its Affiliates) notifies such purchasing Class A Certificateholder that such other Class A Certificateholder(s) want(s) to participate in such purchase, then such other Class A Certificateholder(s) (other than the Company or
any of its Affiliates) may join with the purchasing Class A Certificateholder to purchase all, but not less than all, of the Class AA Certificates pro rata based on the Fractional Undivided Interest in the Class A Trust held by each
such Class A Certificateholder and (B) upon consummation of such purchase no Class A Certificateholder shall have a right to purchase the Class AA Certificates pursuant to this Section 6.01(a)(i) during the continuance of
such Certificate Buy-Out Event; 
 (ii) if any Additional Certificates are issued by an Additional
Trust, so long as no Junior Additional Certificateholder (if any) has elected to exercise its rights to purchase Certificates pursuant to, and given notice of such election in accordance with, this Section 6.01(a) (upon such election and
notification thereof, the right specified in this Section 6.01(a)(ii) shall be suspended and (x) upon consummation of the purchase pursuant to such election, be terminated with respect to such Certificate
Buy-Out Event, or (y) upon failure to consummate such purchase on the proposed purchase date, such right shall be revived), each Additional Certificateholder (other than the Company or any of its
Affiliates) shall have the right (which shall not expire upon any purchase of the Class AA Certificates pursuant to Section 6.01(a)(i)) to purchase, for the purchase price set forth herein with respect to the
Class AA Certificates, in the Class A Trust Agreement with respect to the Class A Certificates and in the applicable Additional Trust Agreement with respect to any Additional Certificates that rank senior, in priority of payment of
“Expected Distributions” under the Intercreditor Agreement, to the Additional Certificates held by the purchasing Additional Certificateholder, all, but not less than all, of the Class AA Certificates, the Class A Certificates
and any Additional Certificates ranked senior, in priority of payment of “Expected Distributions” under the Intercreditor Agreement, to the Additional Certificates held by the purchasing Additional Certificateholder upon ten days’
prior written irrevocable notice to the Trustee, the Class A Trustee, the trustee of any Additional Trust with respect to any Additional Certificates that rank senior, in priority of payment of “Expected Distributions” under the
Intercreditor Agreement, to the Additional Certificates held by the purchasing Additional Certificateholder and each other Additional Certificateholder of the same class, on the third Business Day following the expiration of such ten-day notice period, provided that (A) if prior to the end of such ten-day period any other Additional Certificateholder(s) of such class (other than the Company
or any of its Affiliates) notifies such purchasing Additional Certificateholder that such other Additional Certificateholder(s) want(s) to 

  

					
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participate in such purchase, then such other Additional Certificateholder(s) (other than the Company or any of its Affiliates) may join with the purchasing Additional Certificateholder to
purchase all, but not less than all, of the Class AA Certificates, the Class A Certificates and such senior Additional Certificates pro rata based on the Fractional Undivided Interest in the applicable Additional Trust held by each such
Additional Certificateholder and (B) upon consummation of such purchase no Additional Certificateholder of such class shall have a right to purchase the Class AA Certificates, the Class A Certificates and such senior Additional
Certificates pursuant to this Section 6.01(a)(ii) during the continuance of such Certificate Buy-Out Event; and 

(iii) if any Refinancing Certificates are issued, each Refinancing Certificateholder shall have the same right (subject to the same terms and
conditions) to purchase Certificates pursuant to this Section 6.01(a) (and to receive notice in connection therewith) as the Certificateholders of the Class that such Refinancing Certificates refinanced. 

The purchase price with respect to the Class AA Certificates shall be equal to the Pool Balance of the Class AA Certificates,
together with accrued and unpaid interest in respect thereof to the date of such purchase, and any other amounts then due and payable to the Class AA Certificateholders under this Agreement, the Intercreditor Agreement, any Series AA Equipment
Note held as the property of the Class AA Trust or the related Indenture and Participation Agreement or on or in respect of the Class AA Certificates but without any Premium, provided, however, that if such purchase occurs
after the Record Date relating to any Distribution Date, such purchase price shall be reduced by the amount to be distributed hereunder on such related Distribution Date (which deducted amounts shall remain distributable to, and may be retained by,
the Class AA Certificateholders as of such Record Date); provided, further, that no such purchase of Class AA Certificates pursuant to this Section 6.01(a) 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, the Class A Trust Agreement, the applicable Additional Trust Agreement (if any) or the applicable
Refinancing Trust Agreement (as the case may be), and the Intercreditor Agreement, all of the Class AA Certificates, the Class A Certificates, and, if applicable, the Additional Certificates that rank senior, in priority of payment of
“Expected Distributions” under the Intercreditor Agreement, to the Additional Certificates held by the purchasing Additional Certificateholder(s) and, if applicable, the Refinancing Certificates that are senior to the securities held by
such purchaser(s). Each payment of the purchase price of the Class AA Certificates referred to in the first sentence of this paragraph shall be made to an account or accounts designated by the Trustee and each such purchase shall be subject to
the terms of this Section 6.01(a). Each Class AA Certificateholder agrees by its acceptance of its Class AA Certificate that it will, upon payment from such Class A Certificateholder(s), Additional
Certificateholder(s) or Refinancing Certificateholder(s), 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 as to its own acts) all of the right, title, interest and obligation of such Class AA Certificateholder in this Agreement, the Intercreditor Agreement, the Class AA Liquidity Facility, the Note
Documents and all Class AA Certificates held by such Class AA 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


  

					
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and payable as respects any action or inaction or state of affairs occurring prior to such sale) and the purchaser(s) shall assume all of such Class AA Certificateholder’s obligations
under this Agreement, the Intercreditor Agreement, the Class AA Liquidity Facility, the Note Documents and all such Class AA Certificates. The Class AA Certificates will be deemed to be purchased on the date payment of the purchase
price is made notwithstanding the failure of any Class AA Certificateholder to deliver any Class AA Certificate and, upon such a purchase, (i) the Class AA Certificateholders shall have no further rights with respect to the
Class AA Certificates and (ii) if the purchaser(s) shall so request, each such Class AA Certificateholder will comply with all the provisions of Section 3.04 of the Basic Agreement and the applicable provisions of this Trust
Supplement to enable new Class AA Certificates to be issued to the purchaser(s) in such denominations otherwise authorized under this Agreement as it shall request. All charges and expenses in connection with the issuance of any such new
Class AA Certificates shall be borne by the purchaser(s) thereof. 
 (b) This Section 6.01 supplements and, to
the extent inconsistent with any provision of Section 6.01(d) of the Basic Agreement, replaces the provisions of Section 6.01(d) of the Basic Agreement. Notwithstanding anything to the contrary set forth herein or in any Operative
Agreement, the provisions of this Section 6.01 may not be amended in any manner without the consent of each Class AA Certificateholder, each Class A Certificateholder and each Additional Certificateholder (if any)
or, as the case may be, each Refinancing Certificateholder (if any) (in each case, other than the Company or any of its Affiliates in its respective capacity as a Certificateholder) that would be adversely affected thereby; provided that the
purchase price under Section 6.01(a) (as in effect on the date hereof) for any Certificate held by the Company or any of its Affiliates shall not be modified without the prior written consent of the Company. For the
avoidance of doubt, if a Certificate Buy-Out Event ceases to exist and another Certificate Buy-Out Event occurs and is continuing, the purchase rights set forth in this
Section 6.01 shall be revived notwithstanding any exercise of such rights during the continuance of any preceding Certificate Buy-Out Event. 

ARTICLE VII 
 THE
TRUSTEE 
 Section 7.01 Delivery of Documents; Issuance Date. (a) The Trustee is hereby directed (i) to execute
and deliver the Intercreditor Agreement on or prior to the date of the initial issuance of the Class AA Certificates (the “Issuance Date”), in the form delivered to the Trustee by the Company, and (ii) subject to the 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
Class AA Certificates in authorized denominations equaling in the aggregate the amount set forth, with respect to the Class AA Trust, in Schedule I to the Underwriting Agreement evidencing the entire ownership interest in the Class AA
Trust, which amount equals the maximum aggregate principal amount of Series AA Equipment Notes which may be purchased by the Trustee. Except as provided in Sections 3.03, 3.05 and 3.06 of the Basic Agreement or Section 4.03
of this Trust Supplement, the Trustee shall not execute, authenticate or deliver Class AA Certificates in excess of the aggregate amount specified in this paragraph. The provisions of this Section 7.01(a) supersede and
replace the first three sentences of Section 2.02(a) of the Basic Agreement and the first sentence of Section 3.02(a) of the Basic Agreement, with respect to the Class AA Trust. 

  

					
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 (b) On the Issuance Date, the Trustee shall enter into and perform its obligations under the
Participation Agreement (the “Applicable Participation Agreement”) with respect to each Aircraft and cause such certificates, documents and legal opinions relating to the Trustee to be duly delivered as required by the Applicable
Participation Agreement. Upon satisfaction of the conditions specified in the Applicable Participation Agreement, the Trustee shall purchase the applicable Series AA Equipment Notes with the proceeds of the Class AA Certificates on the Issuance
Date. The purchase price of such Series AA Equipment Notes shall equal the principal amount of such Series AA Equipment Notes. The provisions of this Section 7.01(b) supersede and replace the provisions of Section 2.02
of the Basic Agreement with respect to the Class AA Trust, and no provisions of the Basic Agreement relating to Postponed Notes and Section 2.02 of the Basic Agreement shall apply to the Class AA Trust. 

(c) With respect to the Class AA Trust, Section 4.01(b) of the Basic Agreement is superseded and replaced in its entirety with the
following: “The Trustee shall establish and maintain on behalf of the Class AA Certificateholders a Special Payments Account as one or more accounts, which shall be non-interest bearing except as
provided in Section 4.04 of the Basic Agreement. The Trustee shall hold the Special Payments Account in trust for the benefit of the Class AA Certificateholders and shall make or permit withdrawals therefrom only as provided in the
Agreement or the Intercreditor Agreement. On each day when one or more Special Payments are made to the Trustee under the Intercreditor Agreement, the Trustee, upon receipt thereof, shall immediately deposit the aggregate amount of such Special
Payments in the Special Payments Account.” 
 (d) With respect to the Class AA Trust, the second sentence of Section 4.02(c)
of the Basic Agreement shall be superseded and replaced in its entirety with the following sentence: “Subject to the provisions of the Intercreditor Agreement: (i) in the event of redemption or purchase of Series AA Equipment Notes held in
the Class AA Trust, such notice shall be mailed (or, in the case of Global Certificates, sent electronically in accordance with DTC’s applicable procedures) not less than 15 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; and (ii) in the case of any other Special Payments, such notice of Special Payment shall be mailed (or, in the
case of Global Certificates, sent electronically in accordance with DTC’s applicable procedures) as soon as practicable after the Trustee has confirmed that it has received funds for such Special Payment and shall state the Special Distribution
Date for such Special Payment, which shall occur 15 days after the date of such notice of Special Payment or (if such 15th day is not practicable) as soon as practicable thereafter.” 

(e) With respect to the Class AA Trust, clause (ii) of the third sentence of Section 4.02(c) of the Basic Agreement shall be
amended by deleting in its entirety the parenthetical phrase “(taking into account any payment to be made by the Responsible Party pursuant to Section 2.02(b)).” 

  

					
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 Section 7.02 [Reserved] 

Section 7.03 The Trustee. (a) Subject to Section 7.04 of this Trust Supplement and
Section 7.15 of the Basic Agreement, the Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Trust Supplement or the Intercreditor Agreement or the due execution hereof or thereof
by the Company or the other parties thereto (other than the Trustee), or for or in respect of the recitals and statements contained herein or therein, all of which recitals and statements are made solely by the Company or the other parties thereto
(other than the Trustee), except that the Trustee hereby represents and warrants that each of this Trust Supplement, the Basic Agreement, each Class AA Certificate and the Intercreditor Agreement has been executed and delivered by one of its
officers who is duly authorized to execute and deliver such document on its behalf. 
 (b) The Trustee shall at all times be a bank or trust
company, organized and doing business under the laws of the United States or any state thereof, a substantial part of the business of which consists of (i) receiving deposits and making loans or (ii) exercising fiduciary powers similar to
those permitted to national banks by the Comptroller of the Currency, and which is subject to supervision and examination by state or federal authority having supervision over banking institutions. 

Section 7.04 Representations and Warranties of the Trustee. The Trustee hereby represents and warrants that: 

(a) the Trustee has full power, authority and legal right to execute, deliver and perform this Trust Supplement, the Intercreditor Agreement,
the Class AA Certificates and the Note Documents to which it is or is to become a party and has taken all necessary action to authorize the execution, delivery and performance by it of this Trust Supplement, the Intercreditor Agreement, the
Class AA Certificates and the Note Documents to which it is or is to become a party; 
 (b) the execution, delivery and performance by
the Trustee of this Trust Supplement, the Intercreditor Agreement, the Class AA Certificates and the Note Documents to which it is or is to become a party (i) will not violate any provision of any United States federal law or the law of
the state of the United States where it is located governing the 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 charter or by-laws of the Trustee, and (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; 

  

					
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 (c) the execution, delivery and performance by the Trustee of this Trust Supplement, the
Intercreditor Agreement, the Class AA Certificates and the Note Documents to which it is or is to become 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 the United States where it is located regulating the corporate trust activities of the Trustee; and 

(d) this Trust Supplement, the Intercreditor Agreement, the Class AA Certificates and the Note Documents to which it is or is to become a
party have been, or will be, as applicable, duly executed and delivered by the Trustee and constitute, or will constitute, as applicable, the legal, valid and binding agreements of the Trustee, enforceable against it in accordance with their
respective terms; provided, however, 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. 
 Section 7.05 Trustee Liens. The Trustee in its individual capacity agrees, in addition to the
agreements contained in Section 7.17 of the Basic Agreement, 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 Trustee’s Liens on or with respect to the Trust
Property which are attributable to the Trustee in its individual capacity and which are unrelated to the transactions contemplated by the Intercreditor Agreement. 

ARTICLE VIII 

ADDITIONAL AMENDMENT; SUPPLEMENTAL AGREEMENTS 

Section 8.01 Amendment of Sections 5.02 and 6.07 of the Basic Agreement. (a) Section 5.02 of the Basic Agreement shall
be amended, with respect to the Class AA Trust, by (i) replacing the phrase “of this Agreement” set forth in paragraph (a) thereof with the phrase “of the Note Documents and of this Agreement”, (ii) replacing the
phrase “under this Agreement” set forth in paragraph (b) thereof with the phrase “under this Agreement and any Note Document” and (iii) deleting the phrase “and an Opinion of Counsel of the Company” in
paragraph (c) thereof. 
 (b) Section 6.07 of the Basic Agreement shall be amended and restated in its entirety with respect to the
Class AA Trust to read as follows: 
 “Section 6.07. Certificateholders May Not Bring Suit Except Under Certain
Conditions. 
 A Certificateholder of any series shall not have the right to institute any suit, action or proceeding at law or in equity
or otherwise with respect to this Agreement, the related Trust Supplement or the Certificates or otherwise, or for the appointment of a receiver or for the enforcement of any other remedy under this Agreement, the related Trust Supplement or the
Certificates or otherwise, unless: 
  

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



  

					
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	 	(2)	 Certificateholders holding Certificates of such series evidencing Fractional Undivided Interests aggregating
not less than 25% of the related 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 any such 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 either Certificateholders holding Certificates of such series evidencing Fractional Undivided Interests aggregating not less than a majority in interest in the related Trust or the
Controlling Party under the related Intercreditor Agreement. 


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

Section 8.02 Supplemental Agreements Without Consent of Class AA Certificateholders. Without limitation of
Section 9.01 of the Basic Agreement, (i) (a) clauses (2) and (3) of such Section 9.01 shall also be deemed to include the Company’s obligations under (in the case of clause (2)), and the Company’s rights and powers
conferred by (in the case of clause (3)), any Participation Agreement, (b) references in clauses (4) and (5) of such Section 9.01 to “any Intercreditor Agreement, any Note Purchase Agreement or any Liquidity Facility” shall
be deemed to refer to “the Intercreditor Agreement, the Class AA Liquidity Facility or any Participation Agreement”, (c) references to “any Intercreditor Agreement or any Liquidity Facility” in clause (7) of such
Section 9.01 shall be deemed to refer to “the Intercreditor Agreement, the Class AA Liquidity Facility or any Participation Agreement” and (d) references to “any Intercreditor Agreement, any Note Purchase Agreement, any
Indenture or any Liquidity Facility” and to “any Intercreditor Agreement or any Liquidity Facility” in clause (8) of such Section 9.01 shall be deemed to refer to “the Intercreditor Agreement, any Indenture, the
Class AA Liquidity Facility or any Participation Agreement”, (ii) under the terms of, and subject to the limitations contained in, Section 9.01 of the Basic Agreement, the Company may (but will not be required to), and the Trustee
(subject to Section 9.03 of the Basic Agreement) shall, at the request of the Company at any time and from time to time, enter into one or more agreements supplemental to any Operative Agreement to provide for the formation of one or more


  

					
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Additional Trusts in existence at any one time, the issuance of one or more Classes of Additional Certificates from time to time, the purchase by any Additional Trust of applicable Additional
Equipment Notes and other matters incidental thereto or otherwise contemplated by Section 2.01(b) of the Basic Agreement, all as provided in Section 8.01(d) of the Intercreditor Agreement, (iii) under the terms of, and subject to the
limitations contained in, Section 9.01 of the Basic Agreement, the Company may (but will not be required to), and the Trustee (subject to Section 9.03 of the Basic Agreement) shall, at the request of the Company at any time and from time
to time, enter into one or more agreements supplemental to any Operative Agreement to provide for the formation of one or more Refinancing Trusts, the issuance of one or more Classes of Refinancing Certificates, the purchase by any Refinancing Trust
of applicable Refinancing Equipment Notes and other matters incidental thereto or as otherwise contemplated by Section 2.01(b) of the Basic Agreement, all as provided in Section 8.01(c) of the Intercreditor Agreement, and (iv) under
the terms of, and subject to the limitations contained in, Section 9.01 of the Basic Agreement, the Company may (but will not be required to), and the Trustee (subject to Section 9.03 of the Basic Agreement) shall, at the request of the
Company at any time and from time to time, enter into one or more agreements supplemental to any Operative Agreement to provide for the substitution of any Aircraft pursuant to Section 7.04(f) of the related Indenture and other matters
incidental thereto. In addition, the following provisions of Section 9.01 of the Basic Agreement shall be amended, with respect to the Class AA Trust, as follows: (A) Section 9.01(6) of the Basic Agreement shall be amended by
inserting the phrase “(or to facilitate any listing of any Certificates on any exchange or quotation system) or any requirement of DTC or like depositary,” after the phrase “any exchange or quotation system on which the Certificates
of any series are listed” but before the phrase “or of any regulatory body”; (B) Section 9.01(7) of the Basic Agreement shall be amended by inserting the phrase “to establish or” after the phrase “to such extent as
shall be necessary” but before the phrase “to continue”; and (C) Section 9.01(8) of the Basic Agreement shall be amended by inserting the phrase “, or to evidence the substitution of a Liquidity Provider with a
Replacement Liquidity Provider or to provide for a Replacement Liquidity Facility (and if such Replacement Liquidity Facility is to be comprised of more than one instrument, to incorporate appropriate provisions for multiple instruments for such
Replacement Liquidity Facility for a single pass through trust), all as provided in any Intercreditor Agreement”, after the phrase “one or more Trusts” but before the phrase “and to add to or change”. 

Section 8.03 Supplemental Agreements with Consent of Class AA Certificateholders. Without limitation of
Section 9.02 of the Basic Agreement, the provisions of Section 9.02 of the Basic Agreement shall apply to agreements or amendments for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions
of the Class AA Liquidity Facility or modifying in any manner the rights and obligations of the Class AA Certificateholders under the Class AA Liquidity Facility. 

Section 8.04 Consent of Holders of Certificates Issued under Other Trusts. Notwithstanding any provision in
Section 8.02 or Section 8.03 of this Trust Supplement to the contrary, no amendment or modification of Section 6.01 of this Trust Supplement shall be effective unless the
trustee for each Class of Certificates affected by such amendment or modification shall have consented thereto. 

  

					
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 ARTICLE IX 

MISCELLANEOUS PROVISIONS 

Section 9.01 Final Termination Date. The respective obligations and responsibilities of the Company and the Trustee created hereby
and the Class AA Trust created hereby shall terminate upon the distribution to all Class AA Certificateholders 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 created hereby continue beyond one hundred ten (110) years following the date of execution of this Trust Supplement. 

Section 9.02 Basic Agreement Ratified. Except and so far as herein expressly provided, all of the provisions, terms and conditions
of the Basic Agreement are in all respects ratified and confirmed; and the Basic Agreement and this Trust Supplement shall be taken, read and construed as one and the same instrument. To the extent that any provisions of the Basic Agreement are
superseded by any provisions of this Trust Supplement, any reference to such provisions of the Basic Agreement herein or in the Basic Agreement shall be deemed to be references to such provisions of this Trust Supplement. 

Section 9.03 Governing Law. THIS AGREEMENT HAS BEEN DELIVERED IN THE STATE OF NEW YORK AND THIS AGREEMENT AND THE CLASS AA
CERTIFICATES SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAW OF THE STATE OF NEW YORK, INCLUDING ALL MATTERS OF CONSTRUCTION, VALIDITY AND PERFORMANCE. 

Section 9.04 Counterparts. This Trust Supplement may be executed in any number of counterparts (and no party shall be required to
execute the same counterpart). Each counterpart of this Trust Supplement including a signature page or pages executed by each of the parties hereto shall be an original counterpart of this Trust Supplement, but all of such counterparts together
constitute one instrument. The parties intend that faxed signatures and electronically imaged signatures such as .pdf files shall constitute original signatures and are binding on all parties. The original documents shall be promptly delivered, if
requested. 
 Section 9.05 Intention of Parties. The parties hereto intend that the Class AA Trust be classified for United
States federal income tax purposes as a grantor trust under Subpart E, Part I, Subchapter J, Chapter 1 of Subtitle A of the Code, and not as a trust or association taxable as a corporation or as a partnership. Each Certificateholder of, and each
Person acquiring a beneficial interest in, a Class AA Certificate, by its acceptance of its Class AA Certificate or a beneficial interest therein, agrees to treat the Class AA Trust as a grantor trust for all United States federal,
state and local income tax purposes. The Trustee shall not be authorized or empowered to do anything that would cause the Class AA Trust to fail to qualify as a grantor trust for such tax purposes (including as subject to this restriction,
acquiring any Aircraft by bidding the Equipment Notes relating thereto or otherwise, or taking any action with respect to any such Aircraft once acquired). 

  

					
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 Section 9.06 Submission to Jurisdiction Each of the parties hereto, to the
extent it may do so under applicable law, for purposes hereof and of all other Operative Agreements hereby (i) irrevocably submits itself to the non-exclusive jurisdiction of the courts of the State of
New York sitting in the City of New York and to the non-exclusive jurisdiction of the United States District Court for the Southern District of New York, for the purposes of any suit, action or other
proceeding arising out of this Agreement, the subject matter hereof or any of the transactions contemplated hereby brought by any party or parties hereto or thereto, or their successors or permitted assigns, (ii) waives, and agrees not to
assert, by way of motion, as a defense, or otherwise, in any such suit, action or proceeding, that the suit, action or proceeding is brought in an inconvenient forum, that the venue of the suit, action or proceeding is improper or that this
Agreement or the subject matter hereof or any of the transactions contemplated hereby may not be enforced in or by such courts, (iii) agrees that service of process in any such action or proceeding may be effected by mailing a copy thereof by
registered or certified mail (or any substantially similar form of mail), postage prepaid, to each party hereto at its address set forth in Section 12.04 of the Basic Agreement, or at such other address of which the other parties shall have
been notified pursuant thereto; and (iv) agrees that nothing herein shall affect the right to effect service of process in any other manner permitted by law or shall limit the right to sue in any other jurisdiction. 

Section 9.07 Successor 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. Any request, notice, direction, consent, waiver or other instrument
or action by any Class AA Certificateholder shall bind the successors and assigns of such Class AA Certificateholder. 

Section 9.08 No Recourse against Others. No past, present or future director, officer, employee, agent, member, manager, trustee
or stockholder, as such, of the Company or any successor Person shall have any liability for any obligations of the Company or any successor Person, either directly or through the Company or any successor Person, under the Class AA Certificates
or this Agreement or for any claim based on, in respect of or by reason of such obligations or their creation, whether by virtue of any rule of law, statute or constitutional provision of by the enforcement of any assessment or by any legal or
equitable proceeding or otherwise. By accepting a Class AA Certificate, each Class AA Certificateholder agrees to the provisions of this Section 9.08 and waives and releases all such liability. Such waiver and release shall be part of
the consideration for the issue of the Class AA Certificates. 
 Section 9.09 Patriot Act. In accordance with the
requirements of the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)), the Trustee is required to obtain, verify and record information that identifies its clients,
including the Company, which information may include the name and address of its clients, as well as other information that will allow the Trustee to properly identify its clients. 

[Remainder of Page Intentionally Blank; Signature Pages Follow] 

  

					
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 IN WITNESS WHEREOF, the parties have caused this Trust Supplement to be duly executed by
their respective officers thereto duly authorized as of the date first written above. 
  

					
	JETBLUE AIRWAYS CORPORATION
		
	By:	 	 /s/ Ursula L. Hurley

		 	Name:	 	Ursula L. Hurley
		 	Title:	 	Treasurer


 [Signature Page to Trust Supplement 2019-1AA] 












 
					
	WILMINGTON TRUST COMPANY, as Trustee
		
	By:	 	 /s/ Chad May

		 	Name:	 	Chad May
		 	Title:	 	Vice President


 [Signature Page to Trust Supplement 2019-1AA] 












 EXHIBIT A to 

TRUST SUPPLEMENT NO. 2019-1AA 

FORM OF CERTIFICATE 

[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.]1 

BY ITS ACQUISITION OR ACCEPTANCE HEREOF, THE HOLDER (A) REPRESENTS AND WARRANTS TO JETBLUE AIRWAYS CORPORATION, THE LOAN TRUSTEE AND THE
TRUSTEE THAT EITHER (1) NO ASSETS OF A PLAN OR ANY TRUST ESTABLISHED WITH RESPECT TO A PLAN HAVE BEEN USED TO PURCHASE OR HOLD THIS CERTIFICATE OR AN INTEREST HEREIN OR (2) THE PURCHASE AND HOLDING OF THIS CERTIFICATE OR INTEREST HEREIN BY
SUCH A PERSON ARE EXEMPT FROM THE PROHIBITED TRANSACTION RESTRICTIONS OF ERISA AND THE CODE OR PROVISIONS OF SIMILAR LAW PURSUANT TO ONE OR MORE PROHIBITED TRANSACTION STATUTORY OR ADMINISTRATIVE EXEMPTIONS OR SIMILAR EXEMPTIONS UNDER SIMILAR LAW,
AND (B) DIRECTS THE TRUSTEE TO INVEST IN THE ASSETS HELD IN THE CLASS AA TRUST PURSUANT TO THE TERMS AND CONDITIONS DESCRIBED IN THE PROSPECTUS SUPPLEMENT RELATED THERETO. 

FURTHER, BY ITS ACQUISITION OR ACCEPTANCE HEREOF, A HOLDER WHO IS AN ERISA PLAN REPRESENTS AND WARRANTS (I) NONE OF JETBLUE AIRWAYS
CORPORATION, THE UNDERWRITERS OR ANY OF THEIR RESPECTIVE AFFILIATES OR OTHER PERSONS THAT PROVIDE MARKETING SERVICES, NOR ANY OF THEIR AFFILIATES, HAS PROVIDED, AND NONE OF THEM WILL PROVIDE, ANY INVESTMENT RECOMMENDATION OR INVESTMENT ADVICE ON
WHICH IT, OR ANY FIDUCIARY OR OTHER PERSON INVESTING THE ASSETS OF THE BENEFIT PLAN INVESTOR (“PLAN FIDUCIARY”), HAS RELIED OR WILL RELY AS A PRIMARY BASIS IN CONNECTION WITH ITS DECISION TO INVEST IN THIS CERTIFICATE, AND THEY ARE NOT
OTHERWISE ACTING AS A FIDUCIARY, AS DEFINED IN SECTION 3(21) OF ERISA OR SECTION 4975(E)(3) OF THE CODE, TO THE BENEFIT PLAN INVESTOR OR THE PLAN FIDUCIARY IN CONNECTION WITH 

 

	1 	 This legend to appear on Book-Entry Certificates to be deposited with The Depository Trust Company.




  

					
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THE BENEFIT PLAN INVESTOR’S ACQUISITION OF THIS CERTIFICATE; AND (II) THE PLAN FIDUCIARY IS EXERCISING ITS OWN INDEPENDENT JUDGMENT IN EVALUATING THE INVESTMENT IN THIS CERTIFICATE.

 CERTAIN TERMS USED IN THE FOREGOING PARAGRAPHS SHALL HAVE THE MEANINGS SPECIFIED IN THE AGREEMENT. 

[Signature Page to Trust Supplement 2019-1AA] 












 [GLOBAL CERTIFICATE]1 

JETBLUE AIRWAYS PASS THROUGH TRUST 2019-1AA 

JETBLUE AIRWAYS PASS THROUGH CERTIFICATE, SERIES 2019-1AA 

Final Expected Regular Distribution Date: May 15, 2032 

evidencing a fractional undivided interest in the Trust, the property of which includes or will include, among other things, certain Equipment
Notes each secured by an Aircraft owned by JetBlue Airways Corporation 
  

					
	Certificate No.         	  	 $ ____________ Fractional Undivided
 Interest
representing ___% of the Trust per $1,000 face amount
	  	 CUSIP No. [        ]

ISIN No. [        ]


 THIS CERTIFIES THAT __________ , for value received, is the registered owner of a $_________ (__________
dollars) Fractional Undivided Interest (or such lesser amounts as shall be the aggregate outstanding face amount hereof as set forth in the records of the Trustee) in the JetBlue Airways Pass Through Trust
2019-1AA (the “Trust”) created by Wilmington Trust Company, as trustee (together with any successor in interest and any successor or other trustee appointed pursuant to the Trust Supplement
referred to below, the “Trustee”) under a Pass Through Trust Agreement, dated as of November 12, 2019 (the “Basic Agreement”), between Wilmington Trust Company, a Delaware trust company, and JetBlue Airways
Corporation, a Delaware corporation (together with any successor in interest pursuant to Section 5.02 of the Basic Agreement, the “Company”), as supplemented by Trust Supplement No.
2019-1AA thereto, dated as of November 12, 2019 (collectively with the Basic Agreement, and as may be amended from time to time, the “Agreement”), between the Trustee and 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 2019-1AA” (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 all of the provisions of the Agreement and the Intercreditor Agreement,
including the subordination provisions of Section 9.09 of the Intercreditor Agreement. The Trust Property is expected to include certain Equipment Notes and includes all rights of the Trust and the Trustee, on behalf of the Trust, to receive
any payments under the Intercreditor Agreement and the Class AA Liquidity Facility. Each issue of the Equipment Notes will be secured by, among other things, a security interest in the Aircraft owned by the Company. 

 

	1 	 To be included on the face of each Global Certificate. 



  

					
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 The Certificates represent Fractional Undivided Interests in the Trust and the Trust
Property, and will have no rights, benefits or interest in respect of any other separate trust established pursuant to the terms of the Basic Agreement for any other series of certificates issued pursuant thereto. 

Subject to and in accordance with the terms of the Agreement and the Intercreditor Agreement, from funds then available to the Trustee, there
will be distributed on each May 15 and each November 15 (each, a “Regular Distribution Date”), commencing on May 15, 2020, to the Person in whose name this Certificate is registered at the close of business on the 15th day preceding the applicable Regular Distribution Date, an amount in respect of the Scheduled Payments on the Series AA Equipment Notes due on such Regular Distribution Date, 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 Series AA Equipment Notes are 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 applicable Special Distribution Date, an amount in respect of such Special Payments on
the Series AA 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 and no interest shall accrue during the intervening period. The Trustee shall mail (or, in the case
of Global Certificates, send electronically in accordance with DTC’s applicable procedures) notice of each Special Payment and the Special Distribution Date therefor to the Certificateholder of this Certificate. 

Distributions on this Certificate will be made by the Trustee by check mailed to the Person entitled thereto, without the presentation or
surrender of this Certificate or the making of any notation hereon, except that with respect to Certificates registered on the Record Date in the name of a Clearing Agency (or its nominee), such distributions shall be made by wire transfer. Except
as otherwise provided in the Agreement and notwithstanding the above, the final distribution on this Certificate will be made after notice mailed (or, in the case of Global Certificates, sent electronically in accordance with DTC’s applicable
procedures) 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. 

The Certificates do not represent a direct obligation of, or an obligation guaranteed by, or an interest in, the Company, the Trustee, the
Subordination Agent, any Loan Trustee or any Affiliate of any thereof. The Certificates are limited in right of 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 

  

					
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income and proceeds from the Trust Property to the extent available for any payment or distribution to such Certificateholder pursuant to the terms of the Agreement and that it will not have any
recourse to the Company, the Trustee, the Loan Trustees or any Affiliate of any thereof except as otherwise expressly provided in the Agreement, in any Note Document or in the Intercreditor 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 set forth therein, 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, 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. 

The Certificates are issuable only as registered Certificates without coupons in minimum denominations of $2,000 (or such other denomination
that is the lowest integral multiple of $1,000 that is, at the time of issuance, equal to at least 1,000 euros) Fractional Undivided Interest and integral multiples of $1,000 in excess thereof except that one Certificate may be issued 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 of a sum sufficient to cover any tax or governmental charge payable in connection therewith. 

The Company, the Trustee, the Registrar and any Paying Agent shall deem and treat the Person in whose name this Certificate is registered as
the owner hereof for all purposes, and none of the Company, the Trustee, the Registrar or any such agent shall be affected by any notice to the contrary. 

  

					
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 Each Certificateholder and Person with a beneficial interest herein, by its acceptance of
this Certificate or such interest, agrees to treat the Trust as a grantor trust for all U.S. federal, state and local income tax purposes. 

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. 

Any Person acquiring or accepting this Certificate or an interest herein will, by such acquisition or acceptance, be deemed to
(a) represent and warrant to the Company, the Loan Trustees and the Trustee that either: (i) no assets of a Plan or any trust established with respect to a Plan have been used to purchase or hold this Certificate or an interest herein or
(ii) the purchase and holding of this Certificate or interest herein by such Person are exempt from the prohibited transaction restrictions of ERISA and the Code or provisions of Similar Law pursuant to one or more prohibited transaction
statutory or administrative exemptions or similar exemptions under Similar Law; and (b) direct the Trustee to invest the assets held in the Trust pursuant to, and take all other actions contemplated by, the terms and conditions of the Basic
Agreement, this Trust Supplement, the Intercreditor Agreement and each Participation Agreement. 
 THIS CERTIFICATE AND THE AGREEMENT
SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAW OF THE STATE OF NEW YORK, INCLUDING ALL MATTERS OF CONSTRUCTION, VALIDITY AND PERFORMANCE. 

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. 

  

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

 

			
	JETBLUE AIRWAYS PASS THROUGH TRUST 2019-1AA
		
	By:	 	WILMINGTON TRUST COMPANY,
		 	as Trustee
		
	By:	 	                
		 	Name:
		 	Title:



  

					
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 TRUSTEE’S CERTIFICATE OF AUTHENTICATION 

This is one of the Certificates referred to in the within-mentioned Agreement. 

 

			
	WILMINGTON TRUST COMPANY, as Trustee
		
	By:	 	                
		 	Authorized Officer



  

					
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 [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: _____________	 		 		 	                                      
                                         
             
		 		 	    	 	NOTICE: The signature to this assignment 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:                                       
                   
		 		 		 	

 Signatures must be guaranteed by an “eligible guarantor institution” meeting the requirements of the
Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Registrar in addition to,
or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. 

  

					
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 EXHIBIT B to 

TRUST SUPPLEMENT NO. 2019-1AA 

DTC LETTER OF REPRESENTATIONS 

  

					
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 The Depository Trust Company 

A subsidiary of the Depository Trust & Clearing Corporation 

ISSUER LETTER OF REPRESENTATIONS 

(To be completed by Issuer and Co-Issuer(s), if applicable) 

JetBlue Airways Pass Through Trust 2019-1AA 

 
 (Name of Issuer and Co-Issuer(s), if applicable) 
 [•]% JetBlue Airways Pass Through Certificates, Series 2019-1AA 
  

(Security Description, Including series designation if applicable) 

[●] 
  

(CUSIP Number(s) of the Securities) 
  

	
	            [●], 2019                
	(Date)                    

 The Depository Trust Company 

18301 Bermuda Green Drive 
 Tampa, FL 33647 

Attention: Underwriting Department 
 Ladies and Gentlemen: 

This letter sets forth our understanding with respect to the Securities represented by the CUSIP number(s) referenced above (the
“Securities”). Issuer requests that The Depository Trust Company (“DTC”) accept the Securities as eligible for deposit at DTC. 
 Issuer
is: (Note: Issuer must represent one and cross out the other.) 

[                ] [formed under the laws of] Delaware. 

The DTC Clearing Participant
[●]                         will distribute the Securities through DTC. 

To induce DTC to accept the Securities as eligible for deposit at DTC, and to act in accordance with DTC’s Rules with respect to the
Securities, Issuer represents to DTC that Issuer will comply with the requirements stated in DTC’s Operational Arrangements, as they may be amended from time to time. 

  
 ILOR 06-2013 














							
		 		 		 	Very truly yours,
				
	Note:	 		 		 	
	Schedule A contains statements that DTC believes accurately describe DTC, the method of effecting book-entry transfers of securities distributed through DTC, and certain related matters.	 		 	  	 	 JetBlue Airways Pass Through Trust 2019-1AA

By: [●], as Trustee

	 	(Issuer)
	 	  By:
				
		 		 		 	  
 Authorized
Officer
  

		 		 		 	  
 (Print Name)

 

		 		 		 	  
 (Street Address)

 

		 		 		 	  
 (City)
        (State)         (Country)         (Zip Code)

 

		 		 		 	  
 (Phone Number)

 

		 		 		 	  
 (E-mail Address)



  
 ILOR 06-2013 













 SCHEDULE A 

(To Issuer Letter of Representations) 
  

SAMPLE OFFERING DOCUMENT LANGUAGE 

DESCRIBING BOOK-ENTRY-ONLY ISSUANCE 

(Prepared by DTC--bracketed material may be applicable only to certain issues) 

1. The Depository Trust Company (“DTC”), New York, NY, will act as securities depository for the securities (the
“Securities”). The Securities will be issued as fully-registered securities registered in the name of Cede & Co. (DTC’s partnership nominee) or such other name as may be requested by an authorized representative of DTC. One
fully-registered Security certificate will be issued for [each issue of] the Securities, [each] in the aggregate principal amount of such issue, and will be deposited with DTC. [If, however, the aggregate principal amount of [any] issue exceeds
$500 million, one certificate will be issued with respect to each $500 million of principal amount, and an additional certificate will be issued with respect to any remaining principal amount of such issue.] 

2. DTC, the world’s largest securities depository, is a limited-purpose trust company organized under the New York Banking Law, a
“banking organization” within the meaning of the New York Banking Law, a member of the Federal Reserve System, a “clearing corporation” within the meaning of the New York Uniform Commercial Code, and a “clearing agency”
registered pursuant to the provisions of Section 17A of the Securities Exchange Act of 1934. DTC holds and provides asset servicing for over 3.5 million issues of U.S. and non-U.S. equity issues,
corporate and municipal debt issues, and money market instruments (from over 100 countries) that DTC’s participants (“Direct Participants”) deposit with DTC. DTC also facilitates the post-trade settlement among Direct Participants of
sales and other securities transactions in deposited securities, through electronic computerized book-entry transfers and pledges between Direct Participants’ accounts. This eliminates the need for physical movement of securities certificates.
Direct Participants include both U.S. and non-U.S. securities brokers and dealers, banks, trust companies, clearing corporations, and certain other organizations. DTC is a wholly-owned subsidiary of The
Depository Trust & Clearing Corporation (“DTCC”). DTCC is the holding company for DTC, National Securities Clearing Corporation and Fixed Income Clearing Corporation, all of which are registered clearing agencies. DT CC is owned
by the users of its regulated subsidiaries. Access to the DTC system is also available to others such as both U.S. and non-U.S. securities brokers and dealers, banks, trust companies, and clearing corporations
that clear through or maintain a custodial relationship with a Direct Participant, either directly or indirectly (“Indirect Participants”). DTC has a Standard & Poor’s rating of AA+. The DTC Rules applicable to its
Participants are on file with the Securities and Exchange Commission. More information about DTC can be found at www.dtcc.com. 
 3.
Purchases of Securities under the DTC system must be made by or through Direct Participants, which will receive a credit for the Securities on DTC’s records. The ownership interest of each actual purchaser of each Security (“Beneficial
Owner “) is in turn to be recorded on the Direct and Indirect Participants’ records. Beneficial Owners will not receive written confirmation from DTC of their purchase. Beneficial Owners are, however, expected to receive written
confirmations providing details of the transaction, as well as periodic statements of their holdings, from the Direct or Indirect Participant through which the Beneficial Owner entered into the transaction. Transfers of ownership interests in the
Securities are to be accomplished by entries made on the books of Direct and Indirect Participants acting on behalf of Beneficial Owners. Beneficial Owners will not receive certificates representing their ownership interests in Securities, except in
the event that use of the book-entry system for the Securities is discontinued. 

  
 ILOR 06-2013 













 SCHEDULE A 

(To Issuer Letter of Representations) 
  

4. To facilitate subsequent transfers, all Securities deposited by Direct Participants with DTC are registered in the name of DTC’s
partnership nominee, Cede & Co., or such other name as may be requested by an authorized representative of DTC. The deposit of Securities with DTC and their registration in the name of Cede & Co. or such other DTC nominee do not
effect any change in beneficial ownership. DTC has no knowledge of the actual Beneficial Owners of the Securities; DTC’s records reflect only the identity of the Direct Participants to whose accounts such Securities are credited, which may or
may not be the Beneficial Owners. The Direct and Indirect Participants will remain responsible for keeping account of their holdings on behalf of their customers. 

5. Conveyance of notices and other communications by DTC to Direct Participants, by Direct Participants to Indirect Participants, and by Direct
Participants and Indirect Participants to Beneficial Owners will be governed by arrangements among them, subject to any statutory or regulatory requirements as may be in effect from time to time. [Beneficial Owners of Securities may wish to take
certain steps to augment the transmission to them of notices of significant events with respect to the Securities, such as redemptions, tenders, defaults, and proposed amendments to the Security documents. For example, Beneficial Owners of
Securities may wish to ascertain that the nominee holding the Securities for their benefit has agreed to obtain and transmit notices to Beneficial Owners. In the alternative, Beneficial Owners may wish to provide their names and addresses to the
registrar and request that copies of notices be provided directly to them.] 
 [6. Redemption notices shall be sent to DTC. If less than all
of the Securities within an issue are being redeemed, DTC’s practice is to determine by lot the amount of the interest of each Direct Participant in such issue to be redeemed.] 

7. Neither DTC nor Cede & Co. (nor any other DTC nominee) will consent or vote with respect to Securities unless authorized by a
Direct Participant in accordance with DTC’s MMI Procedures. Under its usual procedures, DTC mails an Omnibus Proxy to Issuer as soon as possible after the record date. The Omnibus Proxy assigns Cede & Co.’ s consenting or voting
rights to those Direct Participants to whose accounts Securities are credited on the record date (identified in a listing attached to the Omnibus Proxy). 

8. Redemption proceeds, distributions, and dividend payments on the Securities will be made to Cede & Co., or such other nominee as
may be requested by an authorized representative of DTC. DTC’ s practice is to credit Direct Participants’ accounts upon DTC’s receipt of funds and corresponding detail information from Issuer or Agent, on payable date in accordance
with their respective holdings shown on DTC’s records. Payments by Participants to Beneficial Owners will be governed by standing instructions and customary practices, as is the case with securities held for the accounts of customers in bearer
form or registered in “street name,” and will be the responsibility of such Participant and not of DTC, Agent, or Issuer, subject to any statutory or regulatory requirements as may be in effect from time to time. Payment of redemption
proceeds, distributions, and dividend payments to Cede & Co. (or such other nominee as may be requested by an authorized representative of DTC) is the responsibility of Issuer or Agent, disbursement of such payments to Direct Participants
will be the responsibility of DTC, and disbursement of such payments to the Beneficial Owners will be the responsibility of Direct and Indirect Participants. 

  
 ILOR 06-2013 













 SCHEDULE A 

(To Issuer Letter of Representations) 
  

[9. A Beneficial Owner shall give notice to elect to have its Securities purchased or tendered, through its Participant, to [
Tender/Remarketing] Agent, and shall effect delivery of such Securities by causing the Direct Participant to transfer the Participant’s interest in the Securities, on DTC’s records, to [Tender/Remarketing] Agent. The requirement for
physical delivery of Securities in connection with an optional tender or a mandatory purchase will be deemed satisfied when the ownership rights in the Securities are transferred by Direct Participants on DTC’s records and followed by a
book-entry credit of tendered Securities to [Tender/Remarketing] Agent’s DTC account.] 
 10. DTC may discontinue providing its services
as depository with respect to the Securities at any time by giving reasonable notice to Issuer or Agent. Under such circumstances, in the event that a successor depository is not obtained, Security certificates are required to be printed and
delivered. 
 11. Issuer may decide to discontinue use of the system of book-entry-only transfers through DT C (or a successor securities
depository). In that event, Security certificates will be printed and delivered to DTC. 
 12. The information in this section concerning DTC
and DTC’s book-entry system has been obtained from sources that Issuer believes to be reliable, but Issuer takes no responsibility for the accuracy thereof. 

  
 ILOR 06-2013 













 SCHEDULE I to 

TRUST SUPPLEMENT NO. 2019-1AA 

SERIES AA EQUIPMENT NOTES, 

PRINCIPAL AMOUNTS, MATURITIES AND AIRCRAFT 
  

							
	 Initial Principal

Amount of Series
 AA
Equipment
 Notes
	  	 Maturity
	  	 Aircraft
	  	 Aircraft Registration

Number

	 $22,329,000
	  	May 15, 2032	  	Airbus A321-231	  	N976JT
	 $22,413,000
	  	May 15, 2032	  	Airbus A321-231	  	N978JB
	 $22,639,000
	  	May 15, 2032	  	Airbus A321-231	  	N979JT
	 $22,762,000
	  	May 15, 2032	  	Airbus A321-231	  	N981JT
	 $22,785,000
	  	May 15, 2032	  	Airbus A321-231	  	N980JT
	 $23,131,000
	  	May 15, 2032	  	Airbus A321-231	  	N982JB
	 $23,157,000
	  	May 15, 2032	  	Airbus A321-231	  	N984JB
	 $23,157,000
	  	May 15, 2032	  	Airbus A321-231	  	N983JT
	 $23,417,000
	  	May 15, 2032	  	Airbus A321-231	  	N986JB
	 $23,428,000
	  	May 15, 2032	  	Airbus A321-231	  	N985JT
	 $23,509,000
	  	May 15, 2032	  	Airbus A321-231	  	N988JT
	 $23,524,000
	  	May 15, 2032	  	Airbus A321-231	  	N987JT
	 $23,529,000
	  	May 15, 2032	  	Airbus A321-231	  	N990JL
	 $23,529,000
	  	May 15, 2032	  	Airbus A321-231	  	N989JT
	 $23,529,000
	  	May 15, 2032	  	Airbus A321-231	  	N991JT
	 $23,901,000
	  	May 15, 2032	  	Airbus A321-231	  	N993JE
	 $23,901,000
	  	May 15, 2032	  	Airbus A321-231	  	N992JB
	 $23,715,000
	  	May 15, 2032	  	Airbus A321-231	  	N994JL
	 $23,715,000
	  	May 15, 2032	  	Airbus A321-231	  	N995JL
	 $24,087,000
	  	May 15, 2032	  	Airbus A321-231	  	N996JL
	 $24,087,000
	  	May 15, 2032	  	Airbus A321-231	  	N997JL
	 $24,459,000
	  	May 15, 2032	  	Airbus A321-231	  	N998JE
	 $24,459,000
	  	May 15, 2032	  	Airbus A321-231	  	N999JQ
	 $24,459,000
	  	May 15, 2032	  	Airbus A321-231	  	N973JT
	 $25,064,000
	  	May 15, 2032	  	Airbus A321-231	  	N977JE


  
 Trust Supplement No.
2019-1AA 













 SCHEDULE II to 

TRUST SUPPLEMENT NO. 2019-1AA 

NOTE DOCUMENTS 

Participation Agreement 
 Indenture

 For each of the aircraft listed in Schedule I. 

  

					
		  		  	 Trust Supplement No. 2019-1AA

JetBlue Airways Aircraft EETC