Exhibit
4.23


 


March 24, 2004


 


 


WILMINGTON TRUST COMPANY


in its capacity as
Subordination Agent on 

behalf of the Trustee under the 

Class C Trust Agreement


Rodney Square North


1100 North Market Street


Wilmington, Delaware 19890-0001


Attention: Corporate Trust Administration


 


 


 


 


Ladies and Gentlemen:


 


        In consideration of that
certain ISDA Master Agreement dated as of March 24, 2004, between Morgan
Stanley Capital Services Inc., a Delaware corporation (hereinafter “MSCS”) and Wilmington
Trust Company, a Delaware banking corporation, in its
capacity as Subordination Agent on behalf of the Trustee under the Pass Through
Trust Agreement dated as of the date hereof between Wilmington Trust Company
and JetBlue Airways Corporation with respect to the JetBlue Airways Pass
Through Trust, Series 2004—1C—O (hereinafter
“Counterparty”)(such ISDA Master Agreement, together with each Confirmation
exchanged between the parties pursuant thereto, hereinafter the “Agreement”),
Morgan Stanley, a Delaware corporation (hereinafter “MS”), hereby irrevocably
and unconditionally guarantees to Counterparty, with effect from the date of
the Agreement, the due and punctual payment of all amounts payable by MSCS
under the Agreement when the same shall become due and payable, whether on Scheduled
Payment Dates, upon demand, upon declaration of termination or otherwise, in
accordance with the terms of the Agreement and giving effect to any applicable
grace period under the Agreement.  Upon
failure of MSCS punctually to pay any such amounts, MS agrees to pay or cause
to be paid such amounts.  The
Counterparty agrees to demand payments from MS in writing at its address set
forth in the signature block of this Guarantee (or to such other address as MS
may specify in writing) provided that delay by Counterparty in giving such
demand shall in no event affect MS’s obligations under this Guarantee.


 


                MS hereby agrees
that its obligations hereunder shall be absolute and unconditional and will not
be discharged except by complete payment of the amounts payable under the
Agreement, irrespective of any claim as to the Agreement’s validity, regularity
or enforceability or the lack of authority of MSCS to execute or deliver the
Agreement; any insolvency, bankruptcy, reorganization or dissolution or any proceeding
of MSCS, including without limitation rejection of MSCS’s payment obligations
under the Agreement in such bankruptcy; any waiver of or consent to any
departure from or failure to enforce any other guarantee for any or all of
MSCS’s payment obligations under the Agreement; or any change in or amendment
to the Agreement; or any waiver or consent by Counterparty with respect to any
provisions thereof; or the absence of any action to enforce the Agreement or
the recovery of any judgment against MSCS or of any action to enforce a
judgment against MSCS under the Agreement; or any similar circumstance which
might otherwise constitute a legal or equitable discharge or defense of a
guarantor generally.  MS hereby waives
diligence, presentment, demand on MSCS for payment or otherwise, filing of
claims, requirement of a prior proceeding against MSCS and protest or
notice.  If at any time payment under
the Agreement is rescinded or must be otherwise restored or returned by
Counterparty upon the insolvency, bankruptcy or reorganization of MSCS or MS or
otherwise, MS’s obligations hereunder with respect to such payment shall be
reinstated upon such restoration or return being made by Counterparty as though
such payment had not been made.


 


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MS represents to
Counterparty as of the date hereof, which representations will be deemed to be
repeated by MS on each date on which a Transaction is entered into, that:


 


(1)           it is duly organized and validly
existing under the laws of the jurisdiction of its incorporation and has full
power and legal right to execute and deliver this Guarantee and to perform the
provisions of this Guarantee on its part to be performed;


 


(2)           its execution, delivery and
performance of this Guarantee have been and remain duly authorized by all
necessary corporate action and do not contravene any provision of its
certificate of incorporation or by-laws or any law, regulation or contractual
restriction binding on it or its assets;


 


(3)           all consents, authorizations,
approvals and clearances (including, without limitation, any necessary exchange
control approval) and notifications, reports and registrations requisite for
its due execution, delivery and performance of this Guarantee have been
obtained from or, as the case may be, filed with the relevant governmental
authorities having jurisdiction and remain in full force and effect and all
conditions thereof have been duly complied with and no other action by, and no
notice to or filing with, any governmental authority having jurisdiction is
required for such execution, delivery or performance; and


 


(4)           this Guarantee is its legal, valid
and binding obligation enforceable against it in accordance with its terms
except as enforcement hereof may be limited by bankruptcy, insolvency,
reorganization or other similar laws applicable to MS affecting the enforcement
of creditors’ rights or by general equity principles.


 


                This Guarantee may
not be amended, modified, or waived except in writing executed by each of MS and
the Counterparty.


 


MS agrees that its obligations hereunder shall not be
subject to termination, offset or counterclaim (all of which are expressly
waived by MS).


 


This Guarantee is a
guarantee of payment and not of collection. 
This Guarantee shall continue to be effective if MS merges or
consolidates with or into another entity, loses its separate legal identity or
ceases to exist.  MS hereby agrees that,
other than as a result of a merger or the sale of substantially all of the
assets of MS in which the surviving entity assumes the obligations of MS, it
shall not assign this Guarantee and all obligations arising from this Guarantee
without prior notice to Counterparty.


 


By accepting this
Guarantee and entering into the Agreement, Counterparty agrees that MS shall be
subrogated to all rights of Counterparty against MSCS in respect of any amounts
paid by MS pursuant to this Guarantee, provided that MS shall be entitled to
enforce or to receive any payment arising out of or based upon such right of
subrogation only to the extent that it has paid all amounts payable by MSCS
under the Agreement; and provided further that nothing in this paragraph shall
affect the payment obligations of MS under this Guarantee.


 


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This Guarantee shall be
governed by and construed in accordance with the laws of the State of New
York.  All capitalized terms not
otherwise defined herein shall have the respective meanings assigned to them in
the Agreement.


 




	
   

  	
   

  	
   

  	
   

  
	
  MORGAN STANLEY

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ Jacqueline R. Brody

  
	
  Name:

  	
  Jacqueline R. Brody

  	
   

  
	
  Title:

  	
  Assistant Treasurer

  	
   

  
	
  Address:

  	
  1585 Broadway

  
	
   

  	
  3rd Floor

  
	
   

  	
  New York, NY 
  10036

  
	
  Attention:

  	
  Fixed Income Division

  
	
   

  	
  Transaction Management Group

  
	
  Fax No.:

  	
  212-507-4622

  
					






 


 


Acknowledged by
Counterparty:


 


 


 


	
  By:

  	
  /s/ Monica M. Henry

  
	
  Name: Monica M. Henry

  
	
  Title:  
  Senior Financial Services Officer

  



 


 


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