Exhibit 4.12


 


EXECUTION COPY


 


ESCROW AND


PAYING AGENT AGREEMENT (CLASS G-2)


 


dated as of March 24, 2004


 


among


 


WILMINGTON TRUST COMPANY


as Escrow Agent


 


MORGAN STANLEY & CO. INCORPORATED,


MERRILL LYNCH,


PIERCE, FENNER & SMITH INCORPORATED, 

CITIGROUP GLOBAL MARKETS INC.,


CREDIT LYONNAIS SECURITIES (USA) INC.


as Underwriters


 


WILMINGTON TRUST COMPANY,


not in its individual capacity,


but solely as Pass Through Trustee


for and on behalf of


JetBlue Airways Pass Through Trust
2004-1G-2-O


as Pass Through Trustee


 


and


 


WILMINGTON TRUST COMPANY


as Paying Agent


 

















 


Table of Contents


 


	
  Section 1.

  	
  Escrow Agent

  	
   

  
	
  1.01.

  	
  Appointment of Escrow Agent

  	
   

  
	
  1.02.

  	
  Instruction; Etc

  	
   

  
	
  1.03.

  	
  Initial Escrow Amount; Issuance of Escrow
  Receipts

  	
   

  
	
  1.04.

  	
  Payments to Receiptholders; Notice to
  Depositary

  	
   

  
	
  1.05.

  	
  Mutilated, Destroyed, Lost or Stolen Escrow
  Receipt

  	
   

  
	
  1.06.

  	
  Additional Escrow Amounts

  	
   

  
	
  1.07.

  	
  Resignation or Removal of Escrow Agent

  	
   

  
	
  1.08.

  	
  Persons Deemed Owners

  	
   

  
	
  1.09.

  	
  Further Assurances

  	
   

  
	
   

  	
   

  	
   

  
	
  Section 2.

  	
  Paying Agent

  	
   

  
	
  2.01.

  	
  Appointment of Paying Agent

  	
   

  
	
  2.02.

  	
  Establishment of Paying Agent Account

  	
   

  
	
  2.03.

  	
  Payments from Paying Agent Account

  	
   

  
	
  2.04.

  	
  Withholding Taxes

  	
   

  
	
  2.05.

  	
  Resignation or Removal of Paying Agent

  	
   

  
	
  2.06.

  	
  Notice of Final Withdrawal

  	
   

  
	
   

  	
   

  	
   

  
	
  Section 3.

  	
  Payments

  	
   

  
	
   

  	
   

  	
   

  
	
  Section 4.

  	
  Other Actions

  	
   

  
	
   

  	
   

  	
   

  
	
  Section 5.

  	
  Representations and Warranties of the
  Escrow Agent

  	
   

  
	
   

  	
   

  	
   

  
	
  Section 6.

  	
  Representations and Warranties of the
  Paying Agent

  	
   

  
	
   

  	
   

  	
   

  
	
  Section 7.

  	
  Indemnification

  	
   

  
	
   

  	
   

  	
   

  
	
  Section 8.

  	
  Amendment, Etc

  	
   

  
	
   

  	
   

  	
   

  
	
  Section 9.

  	
  Notices

  	
   

  
	
   

  	
   

  	
   

  
	
  Section 10.

  	
  Transfer

  	
   

  
	
   

  	
   

  	
   

  
	
  Section 11.

  	
  Entire Agreement

  	
   

  
	
   

  	
   

  	
   

  
	
  Section 12.

  	
  Governing Law

  	
   

  
	
   

  	
   

  	
   

  
	
  Section 13.

  	
  Waiver of Jury Trial Right

  	
   

  
	
   

  	
   

  	
   

  
	
  Section 14.

  	
  Counterparts

  	
   

  
	
   

  	
   

  	
   

  
	
  Exhibit A

  	
  Escrow Receipt

  	
   

  
	
  Exhibit B

  	
  Withdrawal Certificate

  	
   

  



 


i

















 


ESCROW AND PAYING AGENT AGREEMENT (CLASS G-2)


 


ESCROW
AND PAYING AGENT AGREEMENT  (Class
G-2) dated as of March 24, 2004 (as amended, modified or
supplemented from time to time, this “Agreement”)
among WILMINGTON TRUST COMPANY, a
Delaware banking corporation, as Escrow Agent (in such capacity, together with
its successors in such capacity, the “Escrow
Agent”); MORGAN STANLEY &
CO. INCORPORATED, MERRILL LYNCH,
PIERCE, FENNER & SMITH INCORPORATED, CITIGROUP GLOBAL MARKETS INC.
and CREDIT LYONNAIS SECURITIES (USA) INC.,
as Underwriters (the “Underwriters”
and together with their respective transferees and assigns as registered owners
of the Certificates, the “Investors”)
under the Underwriting Agreement referred to below; WILMINGTON TRUST COMPANY, a Delaware banking corporation, not
in its individual capacity except as otherwise expressly provided herein, but
solely as trustee (in such capacity, together with its successors in such
capacity, the “Pass Through Trustee”)
under the Pass Through Trust Agreement referred to below; and WILMINGTON TRUST COMPANY, a Delaware
banking corporation, as paying agent hereunder (in such capacity, together with
its successors in such capacity, the “Paying
Agent”).


 


W  I  T  N
E  S  S  E  T  H:


 


WHEREAS,
JetBlue Airways Corporation (“JetBlue”)
and the Pass Through Trustee have entered into a Pass Through Trust Agreement,
dated as of March 24, 2004 (together, as amended, modified or supplemented
from time to time in accordance with the terms thereof, the “Pass Through Trust Agreement”) relating to
JetBlue Airways Pass Through Trust 2004-1G-2-O (the “Pass Through Trust”) pursuant to which the JetBlue Airways
Pass Through Trust, Series 2004-1G-2-O Certificates referred to therein (the “Certificates”) are being issued;


 


WHEREAS,
JetBlue and the Underwriters have entered into an Underwriting Agreement dated
March 18, 2004 (as amended, modified or supplemented from time to time in
accordance with the terms thereof, the “Underwriters
Agreement”) pursuant to which the Pass Through Trustee will issue
and sell the Certificates to the Underwriters (the net proceeds of such sale
being herein referred to as the “Net Proceeds”);


 


WHEREAS,
JetBlue, the Pass Through Trustee, certain other pass through trustees and
certain other persons concurrently herewith are entering into the Note Purchase
Agreement, dated as of the date hereof (the “Note
Purchase Agreement”), pursuant to which the Pass Through Trustee has
agreed to acquire from time to time on or prior to the Delivery Period Termination
Date (as defined in the Note Purchase Agreement) equipment notes (the “Equipment Notes”) issued to finance or
refinance the acquisition of aircraft by JetBlue utilizing a portion of the Net
Proceeds;


 


WHEREAS,
the Underwriters and the Pass Through Trustee intend that the Net Proceeds
(excluding any amount used to purchase Equipment Notes on the Issuance Date) be
held in escrow by the Escrow Agent on behalf of the Investors, subject to
withdrawal upon request by the Pass Through Trustee and satisfaction of the
conditions set forth in the Note Purchase Agreement for the purpose of
purchasing Equipment Notes, and that pending such withdrawal the Net Proceeds
be deposited on behalf of the Escrow Agent with HSH Nordbank


 

















 


AG, New York Branch, a New York
State licensed branch office of a Landesbank organized under the laws of
Germany, as Depositary (the “Depositary”
which shall also be deemed to refer to any Replacement Depositary (as defined
in the Note Purchase Agreement) from and after the date on which the Deposits
are transferred to such Replacement Depositary) under the Deposit Agreement,
dated as of the date hereof between the Depositary and the Escrow Agent
relating to the Pass Through Trust (as amended, modified, supplemented or
replaced from time to time in accordance with the terms thereof, the “Deposit Agreement” which shall also be
deemed to refer to any Replacement Deposit Agreement (as defined in the Note
Purchase Agreement) to which the Escrow Agent becomes a party pursuant to
Section 1.02(a) hereof from and after the transfer of the Deposits from
the Depositary to the Replacement Depositary) pursuant to which, among other
things, the Depositary will pay interest for distribution to the Investors and
establish accounts from which the Escrow Agent shall make withdrawals upon
request of and proper certification by the Pass Through Trustee;


 


WHEREAS,
the Escrow Agent wishes to appoint the Paying Agent to pay amounts required to
be distributed to the Investors in accordance with this Agreement; and


 


WHEREAS,
capitalized terms used but not defined herein shall have the meanings ascribed
to such terms in the Pass Through Trust Agreement.


 


NOW,
THEREFORE, in consideration of the obligations contained
herein, and for other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties hereto hereby agree as
follows:


 


Section 1.              Escrow Agent.


 


1.01.        Appointment
of Escrow Agent.  Each of the
Underwriters, for and on behalf of each of the Investors, hereby irrevocably
appoints, authorizes and directs the Escrow Agent to act as escrow agent and
fiduciary hereunder and under the Deposit Agreement for such specific purposes
and with such powers as are specifically delegated to the Escrow Agent by the
terms of this Agreement, together with such other powers as are reasonably
incidental thereto.  Any and all money
received and held by the Escrow Agent under this Agreement or the Deposit
Agreement shall be held in escrow by the Escrow Agent in accordance with the
terms of this Agreement.  This Agreement
is irrevocable and the Investors’ rights with respect to any monies received
and held in escrow by the Escrow Agent under this Agreement or the Deposit
Agreement shall only be as provided under the terms and conditions of this
Agreement and the Deposit Agreement. 
The Escrow Agent (which term as used in this sentence shall include
reference to its affiliates and its own and its affiliates’ officers,
directors, employees and agents): 
(a) shall have no duties or responsibilities except those expressly
set forth in this Agreement; (b) shall not be responsible to the Pass
Through Trustee or the Investors for any recitals, statements, representations
or warranties of any person other than itself contained in this Agreement or
the Deposit Agreement or for the failure by the Pass Through Trustee, the
investors or any other person or entity (other than the Escrow Agent) to
perform any of its obligations hereunder (whether or not the Escrow Agent shall
have any knowledge thereof); and (c) shall not be responsible for any
action taken or omitted to be taken by it hereunder or provided for herein or
in connection herewith, except for its own willful misconduct or gross


 


2

















 


negligence (or simple
negligence in connection with the handling of funds actually received by it in
accordance with the terms of this Agreement) or breach of its obligations
hereunder.


 


1.02.        Instruction;
Etc.  The Underwriters,
for and on behalf of each of the Investors, hereby irrevocably instruct the
Escrow Agent, and the Escrow Agent agrees, (a) to enter into the Deposit
Agreement and, if requested by the Company pursuant to Section 4(a)(v) of
the Note Purchase Agreement, to enter into a Replacement Deposit Agreement with
the Replacement Depositary specified by the Company, (b) to appoint the
Paying Agent as provided in this Agreement, (c) upon receipt at any time
and from time to time prior to the Termination Date (as defined below) of a
certificate substantially in the form of Exhibit B hereto (a “Withdrawal Certificate”) executed by the
Pass Through Trustee, together with an attached Notice of Purchase Withdrawal
in substantially the form of Exhibit A to the Deposit Agreement duly
completed by the Pass Through Trustee (the “Applicable
Notice of Purchase Withdrawal” and the withdrawal to which it
relates, a “Purchase Withdrawal”),
immediately to execute the Applicable Notice of Purchase Withdrawal as Escrow
Agent and transmit it to the Depositary by facsimile transmission in accordance
with the Deposit Agreement; provided that, upon the request of the Pass
Through Trustee after such transmission, the Escrow Agent shall cancel such
Applicable Notice of Purchase Withdrawal, (d) upon receipt of a Withdrawal
Certificate executed by the Pass Through Trustee, together with an attached
Notice of Replacement Withdrawal in substantially the form of Exhibit C to
the Deposit Agreement duly completed by the Pass Through Trustee, to
(X) give such Notice of Replacement Withdrawal to the Depositary
requesting a withdrawal, on the date specified in such notice, which shall not
be less than 15 days after such notice is given (the “Replacement Withdrawal Date”), of all
Deposits then held by the Depositary together with, if the Replacement
Withdrawal Date occurs on a Regular Distribution Date, all accrued and unpaid
interest on such Deposits to but excluding the Replacement Withdrawal Date, and
(Y) direct the Depositary to transfer such Deposits on behalf of the
Escrow Agent to the Replacement Depositary in accordance with the Replacement
Deposit Agreement, and (e) if there are any undrawn Deposits (as defined
in the Deposit Agreement) on the “Termination
Date”, which shall mean the earlier of (i) the Delivery Period
Termination Date (as defined in the Note Purchase Agreement) and (ii) the
day on which the Escrow Agent receives notice from the Pass Through Trustee
that the Pass Through Trustee’s obligation to purchase Equipment Notes under
the Note Purchase Agreement has terminated, to give notice to the Depositary
(with a copy to the Paying Agent) substantially in the form of Exhibit B
to the Deposit Agreement requesting a withdrawal of all of the remaining
Deposits, together with accrued and unpaid interest on such Deposits to the date
of withdrawal, on the 25th day after the date that such notice of withdrawal is
given to the Depositary (or, if not a Business Day, on the next succeeding
Business Day) (a “Final Withdrawal”),
provided that if the day scheduled for the Final Withdrawal in
accordance with the foregoing is within 10 days before or after a Regular
Distribution Date, then the Escrow Agent shall request that such requested
Final Withdrawal be made on such Regular Distribution Date (the date of such
requested withdrawal, the “Final Withdrawal
Date”).  If for any reason
the Escrow Agent shall have failed to give the Final Withdrawal Notice to the
Depositary on or before July 5, 2005, and there are unwithdrawn Deposits on
such date, the Final Withdrawal Date shall be deemed to be July 31, 2005.


 


1.03.        Initial Escrow Amount; Issuance of
Escrow Receipts.  The Escrow
Agent hereby directs the Underwriters to, and the Underwriters hereby
acknowledge that on the date hereof they shall, irrevocably deliver to the
Depositary on behalf of the Escrow Agent, an amount in


 


3

















 


U.S. dollars (“Dollars”)
and immediately available funds equal to $187,890,000 (or such lesser amount
equal to the Net Proceeds less amounts used to purchase Equipment Notes on the
Issuance Date), for deposit on behalf of the Escrow Agent with the Depositary
in accordance with Section 2.1 of the Deposit Agreement.  The Underwriters hereby instruct the Escrow
Agent, upon receipt of such sum from the Underwriters, to confirm such receipt
by executing and delivering to the Pass Through Trustee an Escrow Receipt in
the form of Exhibit A hereto (an “Escrow
Receipt”), (a) to be affixed by the Pass Through Trustee to
each Certificate and (b) to evidence the same percentage interest (the “Escrow Interest”) in the Account Amounts
(as defined below) as the Fractional Undivided Interest in the Pass Through
Trust evidenced by the Certificate to which it is to be affixed.  The Escrow Agent shall provide to the Pass
Through Trustee for attachment to each Certificate newly issued under and in
accordance with the Pass Through Trust Agreement an executed Escrow Receipt as
the Pass Through Trustee may from time to time request of the Escrow
Agent.  Each Escrow Receipt shall be
registered by the Escrow Agent in a register (the “Register”) maintained by the Escrow Agent in the same name and
same manner as the Certificate to which it is attached and may not thereafter
be detached from such Certificate to which it is to be affixed prior to the
distribution of the Final Withdrawal (the “Final
Distribution”).  After the
Final Distribution, no additional Escrow Receipts shall be issued and the Pass
Through Trustee shall request the return to the Escrow Agent for cancellation
of all outstanding Escrow Receipts.


 


1.04.        Payments to Receiptholders; Notice
to Depositary.  All payments and
distributions made to holders of an Escrow Receipt (collectively “Receiptholders”) in respect of the Escrow
Receipt shall be made only from amounts deposited in the Paying Agent Account
(as defined below) (“Account Amounts”).  Each Receiptholder, by its acceptance of an
Escrow Receipt, agrees that (a) it will look solely to the Account Amounts
for any payment or distribution due to such Receiptholder pursuant to the terms
of the Escrow Receipt and this Agreement and (b) it will have no recourse
to JetBlue, the Pass Through Trustee, the Paying Agent, the Escrow Agent or
Wilmington Trust Company, except as expressly provided herein or in the Pass
Through Trust Agreement.  No Receiptholder
shall have any right to vote or in any manner otherwise control the operation
and management of the Paying Agent Account or the obligations of the parties
hereto, nor shall anything set forth herein, or contained in the terms of the
Escrow Receipt, be construed so as to constitute the Receiptholders from time
to time as partners or members of an association.


 


No later than four
Business Days prior to each Regular Distribution Date, the Escrow Agent shall
provide a notice to the Depositary specifying the amount of interest due on the
Deposits on such Regular Distribution Date.


 


1.05.        Mutilated, Destroyed, Lost or Stolen
Escrow Receipt.  If (a) any
mutilated Escrow Receipt is surrendered to the Escrow Agent or the Escrow Agent
receives evidence to its satisfaction of the destruction, loss or theft of any
Escrow Receipt and (b) there is delivered to the Escrow Agent and the Pass
Through Trustee such security, indemnity or bond, as may be required by them to
hold each of them harmless, then, absent notice to the Escrow Agent or the Pass
Through Trustee that such destroyed, lost or stolen Escrow Receipt has been
acquired by a bona fide purchaser, and provided that the requirements of
Section 8-405 of the Uniform Commercial Code in effect in any applicable jurisdiction
are met, the Escrow Agent shall execute, authenticate and deliver, in exchange
for or in lieu of any such mutilated, destroyed, lost


 


4

















 


or stolen Escrow Receipt, a new Escrow Receipt or
Escrow Receipts and of like Escrow Interest in the Account Amounts and bearing
a number not contemporaneously outstanding.


 


In connection with
the issuance of any new Escrow Receipt under this Section 1.05, the Escrow
Agent may require the payment of a sum sufficient to cover any tax or other
governmental charge that may be imposed in relation thereto and any other
expenses (including the fees and expenses of the Pass Through Trustee and the
Escrow Agent) connected therewith.


 


Any duplicate
Escrow Receipt issued pursuant to this Section 1.05 shall constitute
conclusive evidence of the appropriate Escrow Interest in the Account Amounts,
as if originally issued, whether or not the lost, stolen or destroyed Escrow
Receipt shall be found at any time.


 


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


 


1.06.        Additional
Escrow Amounts.  On the date of
any Purchase Withdrawal, the Pass Through Trustee may re-deposit with the
Depositary some or all of the amounts so withdrawn in accordance with
Section 1.6 of the Deposit Agreement.


 


1.07.        Resignation or Removal of Escrow
Agent.  Subject to the
appointment and acceptance of a successor Escrow Agent as provided below, the
Escrow Agent may resign at any time by giving 30 days’ prior written notice
thereof to the Investors, but may not otherwise be removed except for cause by
the written consent of the Investors with respect to Investors representing
Escrow Interests aggregating not less than a majority in interest in the
Account Amounts (an “Action of Investors”).  Upon any such resignation or removal, the
Investors, by an Action of Investors, shall have the right to appoint a
successor Escrow Agent.  If no successor
Escrow Agent shall have been so appointed and shall have accepted such
appointment within 30 days after the retiring Escrow Agent’s giving of notice
of resignation or the removal of the retiring Escrow Agent, then the retiring
Escrow Agent may appoint a successor Escrow Agent.  Any successor Escrow Agent shall be a bank which has an office in
the United States with a combined capital and surplus of at least $100,000,000.  Upon the acceptance of any appointment as
Escrow Agent hereunder by a successor Escrow Agent, such successor Escrow Agent
shall enter into such documents as the Pass Through Trustee shall require and
shall thereupon succeed to and become vested with all the rights, powers,
privileges and duties of the retiring Escrow Agent, and the retiring Escrow
Agent shall be discharged from its duties and obligations hereunder.  No resignation or removal of the Escrow
Agent shall be effective unless a written confirmation shall have been obtained
from each of Moody’s Investors Service, Inc. and Standard & Poor’s
Ratings Services, a division of The McGraw-Hill Companies, Inc., that the
replacement of the Escrow Agent with the successor Escrow Agent will not result
in (a) a reduction of the rating for the Certificates below the then
current rating for the Certificates (without regard to the Policy) or
(b) a withdrawal or suspension of the rating of the Certificates.


 


1.08.        Persons
Deemed Owners.  Prior to due
presentment of a Certificate for registration of transfer, the Escrow Agent and
the Paying Agent may treat the Person in whose name any Escrow Receipt is
registered (as of the day of determination) as the owner of such Escrow Receipt
for the purpose of receiving distributions pursuant to this Agreement and for
all


 


5

















 


other purposes whatsoever, and neither the Escrow
Agent nor the Paying Agent shall be affected by any notice to the contrary.


 


1.09.        Further
Assurances.  The Escrow Agent
agrees to take such actions, and execute such other documents, as may be
reasonably requested by the Pass Through Trustee in order to effectuate the
purposes of this Agreement and the performance by the Escrow Agent of its
obligations hereunder.


 


Section 2.              Paying Agent.


 


2.01.        Appointment
of Paying Agent.  The Escrow
Agent hereby irrevocably appoints and authorizes the Paying Agent to act as its
paying agent hereunder, for the benefit of the Investors, for such specific
purposes and with such powers as are specifically delegated to the Paying Agent
by the terms of this Agreement, together with such other powers as are
reasonably incidental thereto.  Any and
all money received and held by the Paying Agent under this Agreement or the Deposit
Agreement shall be held in the Paying Agent Account for the benefit of the
Investors.  The Paying Agent (which term
as used in this sentence shall include reference to its affiliates and its own
and its affiliates’ officers, directors, employees and agents):  a) shall have no duties or responsibilities
except those expressly set forth in this Agreement, and shall not by reason of
this Agreement be a trustee for the Escrow Agent; (b) shall not be
responsible to the Escrow Agent for any recitals, statements, representations
or warranties of any person other than itself contained in this Agreement or
for the failure by the Escrow Agent or any other person or entity (other than
the Paying Agent) to perform any of its obligations hereunder (whether or not
the Paying Agent shall have any knowledge thereof); and (c) except in
respect of its express obligations hereunder, shall not be responsible for any
action taken or omitted to be taken by it hereunder or provided for herein or
in connection herewith, except for its own willful misconduct or gross negligence
(or simple negligence in connection with the handling of funds actually
received by it in accordance with the terms of this Agreement).


 


2.02.        Establishment of Paying Agent Account.  The Paying Agent shall establish a deposit
account (the “Paying Agent Account”)
at Wilmington Trust Company in the name of the Escrow Agent.  It is expressly understood by the parties
hereto that the Paying Agent is acting as the paying agent of the Escrow Agent
hereunder and that no amounts on deposit in the Paying Agent Account constitute
part of the Trust Property.


 


2.03.        Payments
from Paying Agent Account.  The
Escrow Agent hereby irrevocably instructs the Paying Agent, and the Paying
Agent agrees to act, as follows:


 


(a)           On each Interest Payment Date (as
defined in the Deposit Agreement) or as soon thereafter as the Paying Agent has
confirmed receipt in the Paying Agent Account from the Depositary of any amount
in respect of accrued interest on the Deposits, the Paying Agent shall
distribute out of the Paying Agent Account the entire amount deposited therein
by the Depositary.  There shall be so
distributed to each Receiptholder of record on the 15th day (whether or not a
Business Day) preceding such Interest Payment Date by check mailed to such
Receiptholder, at the address appearing in the Register, such Receiptholder’s
pro rata share (based on the Escrow Interest in the Account Amounts held by
such Receiptholder) of the total amount of interest deposited by the Depositary
in the Paying Agent Account on such date, except


 


6

















 


that, with respect to Escrow Receipts registered on
the Record Date in the name of DTC, such distribution shall be made by wire
transfer in immediately available funds to the account designated by DTC.


 


(b)           Upon the confirmation by the Paying
Agent of receipt in the Paying Agent Account from the Depositary of any amount
in respect of the Final Withdrawal, the Paying Agent shall forthwith distribute
the entire amount of the Final Withdrawal deposited therein by the
Depositary.  There shall be so
distributed to each Receiptholder of record on the 15th day (whether or not a
Business Day) preceding the Final Withdrawal Date by check mailed to such
Receiptholder, at the address appearing in the Register, such Receiptholder’s
pro rata share (based on the Escrow Interest in the Account Amounts held by
such Receiptholder) of the total amount in the Paying Agent Account on account
of such Final Withdrawal, except that, with respect to Escrow Receipts registered
on the Record Date in the name of DTC, such distribution shall be made by wire
transfer in immediately available funds to the account designated by DTC.


 


(c)           If any payment of interest or
principal in respect of the Final Withdrawal is not received by the Paying
Agent within five days of the applicable date when due, then it shall be
distributed to Receiptholders after actual receipt by the Paying Agent on the
same basis as a Special Payment is distributed under the Pass Through Trust
Agreement.


 


(d)           The Paying Agent shall include with
any check mailed pursuant to this Section any notice required to be
distributed under the Pass through Trust Agreement that is furnished to the
Paying Agent by the Pass Through Trustee.


 


(e)           In connection with any distribution
made by the Paying Agent pursuant to this Section 2.03, if at the time of such
distribution the Paying Agent and the Pass Through Trustee are not the same
Person, the Paying Agent shall send to the Pass Through Trustee a report
stating the aggregate amount of funds distributed by the Paying Agent hereunder
and the amount allocable to principal, interest and any unused Deposits.


 


2.04.        Withholding
Taxes.  The Paying Agent shall
exclude and withhold from each distribution of accrued interest on the Deposits
(as defined in the Deposit Agreement) and any amount in respect of the Final
Withdrawal any and all withholding taxes applicable thereto as required by
law.  The Paying Agent agrees to act as
such withholding agent and, in connection therewith, whenever any present or
future taxes or similar charges are required to be withheld with respect to any
amounts payable in respect of the Deposits (as defined in the Deposit
Agreement) or the escrow amounts, to withhold such amounts and timely pay the
same to the appropriate authority in the name of and on behalf of the
Receiptholders, that it will file any necessary withholding tax returns or
statements when due, and that, as promptly as possible after the payment
thereof, it will deliver to each such Receiptholder appropriate documentation
showing the payment thereof, together with such additional documentary evidence
as such Receiptholder may reasonably request from time to time.  The Paying Agent agrees to file any other information
reports as it may be required to file under United States law.


 


2.05.        Resignation or Removal of Paying
Agent.  Subject to the
appointment and acceptance of a successor Paying Agent as provided below, the
Paying Agent may resign at anytime by giving 30 days’ prior written notice
thereof to the Escrow Agent, but may not


 


7

















 


otherwise be removed except for cause by the Escrow
Agent.  Upon any such resignation or
removal, the Escrow Agent shall have the right to appoint a successor Paying Agent.  If no successor Paying Agent shall have been
so appointed and shall have accepted such appointment within 30 days after the
retiring Paying Agent’s giving of notice of resignation or the removal of the
retiring Paying Agent, then the retiring Paying Agent may appoint a successor
Paying Agent.  Any Successor Paying
Agent shall be a bank which has an office in the United States with a combined
capital and surplus of at least $100,000,000. 
Upon the acceptance of any appointment as Paying Agent hereunder by a
successor Paying Agent, such successor Paying Agent shall enter into such
documents as the Escrow Agent shall require and shall thereupon succeed to and
become vested with all the rights, powers, privileges and duties of the
retiring Paying Agent, and the retiring Paying Agent shall be discharged from
its duties and obligations hereunder.


 


2.06.        Notice
of Final Withdrawal.  Promptly
after receipt by the Paying Agent of notice that the Escrow Agent has requested
a Final Withdrawal or that a Final Withdrawal will be made, the Paying Agent
shall cause notice of the distribution of such Final Withdrawal to be mailed to
each of the Receiptholders at its address as it appears in the Register.  Such notice shall be mailed not less than 20
days prior to the Final Withdrawal Date. 
Such notice shall set forth:


 


(i)            the
Final Withdrawal Date and the date for determining Receiptholders of record who
shall be entitled to receive distributions in respect of such Final Withdrawal,


 


(ii)           the
amount of the payment in respect of such Final Withdrawal for each $1,000 face
amount Certificate (based on information provided by the Pass Through Trustee)
and the amount thereof constituting unused Deposits (as defined in the Deposit
Agreement) and interest thereon, and


 


(iii)          if
the Final Withdrawal Date is the same date as a Regular Distribution Date, the
total amount to be received on such date for each $1,000 face amount
Certificate (based on information provided by the Pass Through Trustee).


 


Such mailing may
include any notice required to be given to Certificateholders in connection
with such distribution pursuant to the Pass Through Trust Agreement.


 


Section 3.              Payments.  If, notwithstanding the instructions in
Section 3 of the Deposit Agreement that all amounts payable to the Escrow
Agent under the Deposit Agreement be paid by the Depositary directly to the
Paying Agent or the Pass Through Trustee or a Replacement Depositary (depending
on the circumstances), the Escrow Agent receives any payment thereunder, then
the Escrow Agent shall forthwith pay such amount in Dollars and in immediately
available funds by wire transfer to (a) in the case of a payment of
accrued interest on the Deposits (as defined in the Deposit Agreement) or any
Final Withdrawal, directly to the Paying Agent Account and (b) in the case
of any Purchase Withdrawal, directly to the Pass Through Trustee or its
designee as specified and in the manner provided in the Applicable Notice of
Purchase Withdrawal and (c) in the case of any Replacement Withdrawal (other
than accrued interest), to the Replacement Depositary as provided in the
Replacement Depositary Agreement.  The
Escrow Agent hereby waives any and all rights of set-off, combination of
accounts, right of


 


8

















 


retention or similar right (whether arising under
applicable law, contract or otherwise) it may have against amounts payable to
the Paying Agent howsoever arising.


 


Section 4.              Other Actions.  The Escrow Agent shall take such other
actions under or in respect of the Deposit Agreement (including, without
limitation, the enforcement of the obligations of the Depositary thereunder) as
the Investors, by an Action of Investors, may from time to time request.


 


Section 5.              Representations
and Warranties of the Escrow Agent. 
The Escrow Agent represents and warrants to JetBlue, the Investors, the
Paying Agent and the Pass Through Trustee as follows:


 


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


 


(ii)           it
has full power, authority and legal right to conduct its business and
operations as currently conducted and to enter into and perform its obligations
under this Agreement, the Deposit Agreement and any Replacement Deposit
Agreement;


 


(iii)          the
execution, delivery and performance of each of this Agreement, the Deposit
Agreement and any Replacement Deposit Agreement have been duly authorized by
all necessary corporate action on the part of it and do not require any
stockholder approval, or approval or consent of any trustee or holder of any
indebtedness or obligations of it, and each such document has been duly
executed and delivered by it and constitutes its legal, valid and binding
obligations enforceable against it in accordance with the terms hereof or
thereof except as such enforceability may be limited by bankruptcy, insolvency,
moratorium, reorganization or other similar laws or equitable principles of
general application to or affecting the enforcement of creditors’ rights
generally (regardless of whether such enforceability is considered in a
proceeding in equity or at law);


 


(iv)          no
authorization, consent or approval of or other action by, and no notice to or
filing with, any United States federal or state of Delaware governmental authority
or regulatory body is required for the execution, delivery or performance by it
of this Agreement or the Deposit Agreement or any Replacement Deposit
Agreement;


 


(v)           neither
the execution, delivery or performance by it of this Agreement or the Deposit
Agreement or any Replacement Deposit Agreement, nor compliance with the terms
and provisions hereof or thereof, conflicts or will conflict with or results or
will result in a breach or violation of any of the terms, conditions or
provisions of, or will require any consent or approval under, any law,
governmental rule or regulation or the charter documents, as amended, or
bylaws, as amended, of it or any similar instrument binding on it or any order,
writ, injunction or decree of any court or governmental authority against it or
by which it or any of its properties is bound or any indenture, mortgage or
contract or other agreement or instrument to which it is a party or by which it
or any of its properties is bound, or constitutes or will constitute a default


 


9

















 


thereunder or results or will result in the imposition of any lien upon
any of its properties; and


 


(vi)          there
are no pending or, to its knowledge, threatened actions, suits, investigations
or proceedings (whether or not purportedly on behalf of it) against or
affecting it or any of its property before or by any court or administrative
agency which, if adversely determined, (A) would adversely affect the
ability of it to perform its obligations under this Agreement or the Deposit
Agreement or any Replacement Deposit Agreement or (B) would call into
question or challenge the validity of this Agreement or the Deposit Agreement
or the enforceability hereof or thereof in accordance with the terms hereof or
thereof, nor is the Escrow Agent in default with respect to any order of any
court, governmental authority, arbitration board or administrative agency so as
to adversely affect its ability to perform its obligations under this Agreement
or the Deposit Agreement.


 


Section 6.              Representations
and Warranties of the Paying Agent. 
The Paying Agent represents and warrants to JetBlue, the Investors, the
Escrow Agent and the Pass Through Trustee as follows:


 


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


 


(ii)           it
has full power, authority and legal right to conduct its business and
operations as currently conducted and to enter into and perform its obligations
under this Agreement;


 


(iii)          the
execution, delivery and performance of this Agreement has been duly authorized
by all necessary corporate action on the part of it and does not require any
stockholder approval, or approval or consent of any trustee or holder of any
indebtedness or obligations of it, and such document has been duly executed and
delivered by it and constitutes its legal, valid and binding obligations
enforceable against it in accordance with the terms hereof except as such
enforceability may be limited by bankruptcy, insolvency, moratorium,
reorganization or other similar laws or equitable principles of general
application to or affecting the enforcement of creditors’ rights generally
(regardless of whether such enforceability is considered in a proceeding in
equity or at law);


 


(iv)          no
authorization, consent or approval of or other action by, and no notice to or
filing with, any United States federal or state of Delaware governmental
authority or regulatory body is required for the execution, delivery or
performance by it of this Agreement;


 


(v)           neither
the execution, delivery or performance by it of this Agreement, nor compliance
with the terms and provisions hereof, conflicts or will conflict with or
results or will result in a breach or violation of any of the terms, conditions
or provisions of, or will require any consent or approval under, any law,
governmental rule or regulation or the charter documents, as amended, or
bylaws, as


 


10

















 


amended, of it or any similar instrument binding on it or any order,
writ, injunction or decree of any court or governmental authority against it or
by which it or any of its properties is bound or any indenture, mortgage or
contract or other agreement or instrument to which it is a party or by which it
or any of its properties is bound, or constitutes or will constitute a default
thereunder or results or will result in the imposition of any lien upon any of
its properties; and


 


(vi)          there
are no pending or, to its knowledge, threatened actions, suits, investigations
or proceedings (whether or not purportedly on behalf of it) against or
affecting it or any of its property before or by any court or administrative
agency which, if adversely determined, (A) would adversely affect the ability
of it to perform its obligations under this Agreement or (B) would call
into question or challenge the validity of this Agreement or the enforceability
hereof in accordance with the terms hereof, nor is the Paying Agent in default
with respect to any order of any court, governmental authority, arbitration
board or administrative agency so as to adversely affect its ability to perform
its obligations under this Agreement.


 


Section 7.              Indemnification.  Except for actions expressly required of the
Escrow Agent or the Paying Agent hereunder, each of the Escrow Agent and the
Paying Agent shall in all cases be fully justified in failing or refusing to
act hereunder unless it shall have been indemnified (both in such capacities
and individually) by the party requesting such action in a manner reasonably
satisfactory to it against any and all liability and expense which may be
incurred by it by reason of taking or continuing to take any such action.  In the event JetBlue requests any amendment
to any operative Agreement (as defined in the Note Purchase Agreement), the
Pass Through Trustee agrees to pay all reasonable fees and expenses (including,
without limitation, fees and disbursements of counsel) of the Escrow Agent and
the Paying Agent in connection therewith.


 


Section 8.              Amendment,
Etc.  Upon request of the
Pass Through Trustee and approval by an Action of Investors, the Escrow Agent
shall enter into an amendment to this Agreement, so long as such amendment does
not adversely affect the rights or obligations of the Escrow Agent or the
Paying Agent, provided that upon request of the Pass Through Trustee and
without any consent of the Investors, the Escrow Agent shall enter into an
amendment to this Agreement for any of the following purposes:


 


(1)           to
correct or supplement any provision in this Agreement which may be defective or
inconsistent with any other provision herein or to cure any ambiguity or
correct any mistake or to modify any other provision with respect to matters or
questions arising under this Agreement, provided that any such action
shall not materially adversely affect the interests of the Investors; or


 


(2)           to
comply with any requirement of the SEC, applicable law, rules or regulations of
any exchange or quotation system on which the Certificates are listed or any
regulatory body; or


 


11

















 


(3)           to
evidence and provide for the acceptance of appointment under this Agreement of
a successor Escrow Agent, successor Paying Agent or successor Pass Through
Trustee.


 


Section 9.              Notices.  Unless otherwise expressly provided herein,
any notice or other communication under this Agreement shall be in writing
(including by facsimile) and shall be deemed to be given and effective upon
receipt thereof (or, if received outside of business hours, at the opening of
business on the next Business Day).  All
notices shall be sent to (a) in the case of the Investors, as their
respective addresses shall appear in the Register, (b) in the case of the
Escrow Agent, Wilmington Trust Company, 1100 North Market Street, Wilmington,
Delaware 19890-0001, Attention: 
Corporate Trust Administration (Telecopier:  302-636-4140), (c) in the case of the Pass Through Trustee,
Wilmington Trust Company, 1100 North Market Street, Wilmington, Delaware
19890-0001, Attention:  Corporate Trust
Administration (Telecopier: 
302-636-4140), or (d) in the case of the Paying Agent, Wilmington
Trust Company, 1100 North Market Street, Wilmington, Delaware 19890-0001,
Attention:  Corporate Trust
Administration (Telecopier: 
302-636-4140), in each case with a copy to JetBlue, JetBlue Airways
Corporation, 118-29 Queens Blvd., Forest Hills, NY 11375, Attention:  Vice President – Corporate Finance
(Telecopier:  718-709-3630) with a copy
to:  JetBlue Airways Corporation, 118-29
Queens Blvd., Forest Hills, NY 11375, Attention:  General Counsel (Telecopier: 
718-709-3630) (or at such other address as any such party may specify
from time to time in a written notice to the other parties).  On or prior to the execution of this
Agreement, the Pass Through Trustee has delivered to the Escrow Agent a
certificate containing specimen signatures of the representatives of the Pass
Through Trustee who are authorized to give notices and instructions with
respect to this Agreement.  The Escrow
Agent may conclusively rely on such certificate until the Escrow Agent receives
written notice from the Pass Through Trustee to the contrary.


 


Section 10.            Transfer.  No party hereto shall be entitled to assign
or otherwise transfer this Agreement (or any interest herein) other than (in
the case of the Escrow Agent) to a successor escrow agent under
Section 1.06 hereof or (in the case of the Paying Agent) to a successor
paying agent under Section 2.04 hereof, and any purported assignment in
violation thereof shall be void.  This
Agreement shall be binding upon the parties hereto and their respective
successors and (in the case of the Escrow Agent and the Paying Agent) their
respective permitted assigns.  Upon the
occurrence of the Transfer (as defined below) contemplated by the Assignment
and Assumption Agreement (as defined below), the Pass Through Trustee shall
(without further act) be deemed to have transferred all of its right, title and
interest in and to this Agreement to the trustee of the Successor Trust (as
defined below) and, thereafter, the trustee of the Successor Trust shall be
deemed to be the “Pass Through Trustee”
hereunder with the rights and obligations of the “Pass Through Trustee”
hereunder and each reference herein to “JetBlue Airways Pass Through Trust
“2004-1G-2-O” shall be deemed to be a reference to “JetBlue Airways Pass
Through Trust 2004-1G-2-S”.  The parties
hereto hereby acknowledge and consent to the Transfer contemplated by the Assignment
and Assumption Agreement.  As used
herein, “Transfer” means the
transfers of the assets to the Successor Trust contemplated by the Assignment
and Assumption Agreement; “Assignment and
Assumption Agreement” means the Assignment and Assumption Agreement
to be entered into between the Pass Through Trustee and the trustee of the
Successor Trust; “Successor Trust”
means the JetBlue Airways Pass Through Trust 2004-1G-2-S.


 


12

















 


Section 11.            Entire
Agreement.  This Agreement sets
forth all of the promises, covenants, agreements, conditions and understandings
among the Escrow Agent, the Paying Agent, the Underwriters and the Pass Through
Trustee with respect to the subject matter hereof, and supersedes all prior and
contemporaneous agreements and undertakings, inducements or conditions, express
or implied, oral or written.


 


Section 12.            Governing Law.  This Agreement shall be governed by, and
construed in accordance with, the law of the State of New York.


 


Section 13.            Waiver of Jury
Trial Right.  EACH OF THE ESCROW AGENT, THE PAYING AGENT, THE
INVESTORS AND THE PASS THROUGH TRUSTEE ACKNOWLEDGES AND ACCEPTS THAT IN ANY
SUIT, ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT SUCH
PARTY IRREVOCABLY WAIVES ITS RIGHT TO A TRIAL BY JURY.


 


Section 14.            Counterparts.  This Agreement may be executed in one or
more counterparts, all of which taken together shall constitute one instrument.


 


*    
*     *


 


13

















 


IN
WITNESS WHEREOF, the Escrow Agent, the Paying Agent, the
Underwriters and the Pass Through Trustee have caused this Escrow and Paying
Agent Agreement (Class G-2) to be duly executed as of the day and year first
above written.


 


	
   

  	
  WILMINGTON TRUST COMPANY, as

  Escrow Agent

  
	
   

  	
   

  
	
   

  	
  By.

  	
  /s/ Janel R. Havrilla

  
	
   

  	
  Name:  Janel R. Havrilla

  
	
   

  	
  Title:    Financial Services Officer

  
	
   

  	
   

  
	
   

  	
  MORGAN STANLEY & CO.

  INCORPORATED, MERRILL LYNCH,

  PIERCE, FENNER & SMITH

  INCORPORATED, CITIGROUP

  GLOBAL MARKETS INC., CREDIT

  LYONNAIS SECURITIES (USA) INC.,  as

  Underwriters

  
	
   

  	
   

  
	
   

  	
  By:

  	
  MORGAN STANLEY & CO.

  INCORPORATED

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Cecilia Park

  
	
   

  	
  Name:  Cecilia Park

  
	
   

  	
  Title:    Executive Director

  
	
   

  	
   

  
	
   

  	
  WILMINGTON TRUST COMPANY, not

  in its individual capacity, but solely as Pass

  Through Trustee for and on behalf of JetBlue

  Airways Pass Through Trust 2004-1G-2-O

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Janel R. Havrilla

  
	
   

  	
  Name:  Janel R. Havrilla

  
	
   

  	
  Title:    Financial Services Officer

  
	
   

  	
   

  
	
   

  	
  WILMINGTON TRUST COMPANY, as

  Paying Agent

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Janel R. Havrilla

  
	
   

  	
  Name:  Janel R. Havrilla

  
	
   

  	
  Title:    Financial Services Officer

  



 


14

















 


EXHIBIT A


 


JETBLUE AIRWAYS 2004-1G-2 ESCROW RECEIPT


 


No.       


 


This Escrow
Receipt evidences a fractional undivided interest in amounts (“Account Amounts”) from time to time
deposited into a certain paying agent account (the “Paying Agent Account”) described in the Escrow and Paying
Agent Agreement (Class G-2) dated as of March 24, 2004 (as amended,
modified or supplemented from time to time, the “Escrow and Paying Agent Agreement”) among Wilmington Trust
Company, as Escrow Agent (in such capacity, together with its successors in
such capacity, the “Escrow Agent”),
Morgan Stanley & Co. Incorporated, Merrill Lynch, Pierce, Fenner &
Smith Incorporated, Citigroup Global Markets Inc. and Credit Lyonnais
Securities (USA) Inc., as Underwriters, Wilmington Trust Company, as Pass
Through Trustee (in such capacity, together with its successors in such
capacity, the “Pass Through Trustee”)
and Wilmington Trust Company, as paying agent (in such capacity, together with
its successors in such capacity, the “Paying
Agent”).  Capitalized terms
not defined herein shall have the meanings assigned to them in the Escrow and
Paying Agent Agreement.


 


This Escrow
Receipt is issued under and is subject to the terms, provisions and conditions
of the Escrow and Paying Agent Agreement. 
By virtue of its acceptance hereof the holder of this Escrow Receipt
assents and agrees to be bound by the provisions of the Escrow and Paying Agent
Agreement and this Escrow Receipt.


 


This Escrow
Receipt represents a fractional undivided interest in amounts deposited from
time to time in the Paying Agent Account, and grants or represents no rights,
benefits or interests of any kind in respect of any assets or property other
than such amounts.  This Escrow Receipt
evidences the same percentage interest in the Account Amounts as the Fractional
Undivided Interest in the Pass Through Trust evidenced by the Certificate to
which this Escrow Receipt is affixed.


 


All payments and
distributions made to Receiptholders in respect of the Escrow Receipt shall be
made only from Account Amounts deposited in the Paying Agent Account.  The holder of this Escrow Receipt, by its
acceptance of this Escrow Receipt, agrees that it will look solely to the
Account Amounts for any payment or distribution due to it pursuant to this
Escrow Receipt and that it will not have any recourse to JetBlue, the Pass
Through Trustee, the Paying Agent or the Escrow Agent, except as expressly
provided herein or in the Pass Through Trust Agreement.  No Receiptholder of this Escrow Receipt
shall have any right to vote or in any manner otherwise control the operation
and management of the Paying Agent Account, nor shall anything set forth
herein, or contained in the terms of this Escrow Receipt, be construed so as to
constitute the Receiptholders from time to time as partners or members of an
association.


 


This Escrow
Receipt may not be assigned or transferred except in connection with the
assignment or transfer of the Certificate to which this Escrow Receipt is
affixed.  After payment to the holder
hereof of its Escrow Interest in the Final Distribution, upon the request of
the Pass Through Trustee, the holder hereof will return this Escrow Receipt to
the Pass Through Trustee.


 


1

















 


The Paying Agent
may treat the person in whose name the Certificate to which this Escrow Receipt
is attached as the owner hereof for all purposes, and the Paying Agent shall
not be affected by any notice to the contrary.


 


THIS ESCROW
RECEIPT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAW OF THE
STATE OF NEW YORK.


 


*    
*     *


 


2

















 


IN
WITNESS WHEREOF, the Escrow Agent has caused this
Escrow Receipt to be duly executed.


 


	
  Dated: 
                      ,
  2004

  	
   

  
	
   

  	
   

  
	
   

  	
  WILMINGTON TRUST COMPANY, as

  Escrow Agent

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  



 


3

















 


EXHIBIT B


 


WITHDRAWAL CERTIFICATE


(Class G-2)


 


WILMINGTON TRUST COMPANY,


as Escrow
Agent


 


Dear Sirs:


 


Reference is made
to the Escrow and Paying Agent Agreement, dated as of March 24, 2004 (the
“Agreement”).  [We hereby certify to you that the
conditions to the obligations of the undersigned to execute a Participation Agreement
pursuant to the Note Purchase Agreement have been satisfied] [We hereby notify
you that the Depositary is being replaced in accordance with
Section 4(a)(v) of the Note Purchase Agreement].  Pursuant to Section 1.02(c) of the Agreement, please execute
the attached Notice of Withdrawal and immediately transmit by facsimile to the
Depositary, at (212) 407-6033, Attention: 
Transportation - Americas.


 


	
   

  	
  Very truly yours,

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  WILMINGTON TRUST COMPANY, not

  in its individual capacity but solely as Pass

  Through Trustee

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
  Dated: 
                       ,
  200     

  	
   

  



 


1