Exhibit
4.25


 


MBIA INSURANCE CORPORATION


 


FINANCIAL GUARANTY INSURANCE POLICY


 


March 24, 2004


 


Policy
No. 43567(1)


 


	
  Re:

  	
   

  	
  JetBlue
  Airways Pass Through Trust 2004-1G-1 (the “Class G-1 Trust”)
  $119,110,000 Floating Rate JetBlue Airways Pass Through Certificates, Series
  2004-1G-1 (the “Class G-1 Certificates”)

  
	
   

  	
   

  	
   

  
	
  Insured Obligation:

  	
   

  	
  Payment
  of interest at the Stated Interest Rate for the Class G-1 Certificates and,
  without duplication, any Deposit relating to the Escrow Receipts referred to
  below and principal on the Class G-1 Certificates.

  
	
   

  	
   

  	
   

  
	
  Beneficiary:

  	
   

  	
  Wilmington
  Trust Company, as subordination agent (together with any successor
  subordination agent duly appointed and qualified under the Agreement (as
  defined below), the “Subordination Agent”)

  



 


MBIA
INSURANCE CORPORATION (“MBIA”), for consideration
received, hereby unconditionally, absolutely and irrevocably and without the
assertion of any defenses to payment, including fraud in the inducement or fact
or any other circumstances (other than payment in full) that would have the
effect of discharging a surety in law or in equity guarantees to the
Subordination Agent, subject only to the terms of this Policy (the “Policy”), payment of
the Insured Obligation.  MBIA agrees to
pay to the Subordination Agent, in respect of each Distribution Date, an amount
equal to (each a “Deficiency Amount”):


 


(i)                    with respect to
any Regular Distribution Date other than the Final Legal Distribution Date, any
shortfall in amounts available to the Subordination Agent (or, in the case of
Escrow Receipts, the Paying Agent (as defined in the Escrow and Paying Agent
Agreement for the Class G-1 Trust)), after giving effect to the subordination
provisions of the Agreement and the application of any amounts available to the
Paying Agent in the Class G-1 Paying Agent Account in respect of accrued
interest at the Stated Interest Rate on the Class G-1 Deposits, any
drawing paid under the Class G-1 Liquidity Facility in respect of interest due
on the Class G-1 Certificates on such Distribution Date and any withdrawal from
the Class G-1 Primary Cash Collateral Account and the Class G-1 Above-Cap
Account in respect of interest due on the Class G-1 Certificates on such
Distribution Date in accordance with the Agreement, for the payment of accrued
and unpaid interest on the Class G-1 Certificates and, without duplication,
accrued and unpaid interest on any Deposit relating to the Escrow Receipts (as
defined in and issued under the Escrow and Paying Agent Agreement for the Class
G-1 Trust), in each case at the Stated Interest Rate for the Class G-1
Certificates on the Pool Balance of the Class G-1 Certificates on such
Distribution Date;


 


(ii)                 with respect to
any Special Distribution Date (other than an Election Distribution Date or a
Special Distribution Date established pursuant to the succeeding clause (iv)
below) established by reason of receipt of a Special Payment (other than a


 

















 


Special Payment arising from the purchase of
any Series G-1 Equipment Notes by any or all of the Class C Certificateholders
pursuant to Section 2.7 of the Agreement) constituting the proceeds of any
Series G-1 Equipment Notes (as to which there has been a default in the payment
of principal thereof or that has been accelerated) or the related Collateral,
as the case may be, any shortfall in the amounts available to the Subordination
Agent after giving effect to the subordination provisions of the Agreement, the
application of any amounts available to the Paying Agent in the Class G-1
Paying Agent Account in respect of accrued interest at the Stated Interest Rate
on the Class G-1 Deposits and, if such Special Payment is received prior
to a Policy Provider Election with respect to such Series G-1 Equipment Note,
any drawing paid under the Class G-1 Liquidity Facility in respect of interest
due on the Class G-1 Certificates on such Distribution Date and any withdrawal
from the Class G-1 Primary Cash Collateral Account and the Class G-1 Above-Cap
Account in respect of interest due on the Class G-1 Certificates on such Distribution
Date in accordance with the Agreement, required to reduce the Pool Balance of
the Class G-1 Certificates by an amount equal to the outstanding principal
amount of such Series G-1 Equipment Note (determined immediately prior to the
receipt of such proceeds and less the amount of any drawings previously paid by
MBIA in respect of principal on such Series G-1 Equipment Note) plus accrued
and unpaid interest on the amount of such reduction at the Stated Interest Rate
for the Class G-1 Certificates for the period from the immediately preceding
Regular Distribution Date to such Special Distribution Date; provided, however,
that, notwithstanding anything to the contrary herein, the purchase of any
Series G-1 Equipment Notes by any or all of the Class C Certificateholders
pursuant to Section 2.7 of the Agreement shall not result in a “Deficiency
Amount” under this clause (ii) that is payable by MBIA under this paragraph
regardless of whether or not the proceeds of such purchase, together with any
other available funds, are sufficient to reduce the Pool Balance of the Class
G-1 Certificates by an amount equal to the outstanding principal amount of such
Series G-1 Equipment Notes (determined immediately prior to the receipt of such
proceeds and less the amount of any drawings previously paid by MBIA in respect
of principal on such Series G-1 Equipment Notes) plus accrued and unpaid
interest on the amount of such reduction at the Stated Interest Rate for the
Class G-1 Certificates from the period from the immediately preceding Regular
Distribution Date to such Special Distribution Date;


 


(iii) with respect to the Special Distribution Date established by
reason of the failure of the Subordination Agent or the Class G-1 Trustee, as
the case may be, to have received a Special Payment constituting the proceeds
of any Series G-1 Equipment Note or the related Collateral (including, without
limitation, proceeds received in connection with the purchase by any or all of
the Class C Certificateholders of any Series G-1 Equipment Note pursuant
to  Section 2.7 of the Agreement) during
the twenty-one (21) month period beginning on the last date on which full
payment was made on such Series G-1 Equipment Note (the date of such payment in
full, the “Last Payment Date”) as to which there has been a failure to
pay principal or that has been accelerated subsequent to the Last Payment Date,
the amount equal to the outstanding principal amount of such Series G-1
Equipment Note plus accrued and unpaid interest thereon at the Stated Interest
Rate for the Class G-1 Certificates from the immediately preceding Regular
Distribution Date to such Special Distribution Date; provided, however,
if MBIA shall have duly


 


2

















 


given a Policy Provider Election (as defined
below) with respect to such Series G-1 Equipment Note at the end of such
twenty-one (21) month period and at least five (5) days prior to such Special
Distribution Date, the Deficiency Amount shall be an amount equal to (A) with
respect to such Special Distribution Date, the scheduled principal and interest
payable but not paid on such Series G-1 Equipment Note (without regard to the
acceleration thereof) during such twenty-one (21) month period (after giving
effect to the application of any drawing paid under the Class G-1 Liquidity
Facility and any withdrawal from the Class G-1 Primary Cash Collateral Account
and the Class G-1 Above-Cap Account attributable to such interest on such
Series G-1 Equipment Note) and (B) thereafter, on each Regular Distribution
Date following such Special Distribution Date as to which a Policy Provider
Election has been given in respect of such Series G-1 Equipment Note, and prior
to the establishment of an Election Distribution Date or a Special Distribution
Date pursuant to the immediately succeeding clause (iv) with respect to such
Series G-1 Equipment Note, an amount equal to the scheduled principal (without
regard to the acceleration thereof) and interest payable on such Series G-1
Equipment Note on the related payment date;


 


(iv)             following the
giving of any Policy Provider Election, with respect to any Business Day
elected by MBIA upon twenty (20) days prior notice (which shall be a Special
Distribution Date) and upon request by MBIA to the Subordination Agent to make
a drawing under this Policy, an amount equal to the then outstanding principal
balance of the Series G-1 Equipment Note as to which the Policy Provider
Election was given (less any drawings previously paid by MBIA in respect of
principal on such Series G-1 Equipment Note) and accrued and unpaid interest
thereon at the Stated Interest Rate for the Class G-1 Certificates from the
immediately preceding Regular Distribution Date to such Special Distribution
Date;


 


(v)                with respect to
any Special Distribution Date which is an Election Distribution Date, an amount
equal to the then outstanding principal balance of the Series G-1 Equipment
Note as to which such Election Distribution Date relates (less any drawing
previously paid by MBIA in respect of principal of such Series G-1 Equipment
Note) and accrued and unpaid interest thereon at the Stated Interest Rate for
the Class G-1 Certificates from the immediately preceding Regular Distribution
Date to such Election Distribution Date; and


 


(vi)             with respect to
the Final Legal Distribution Date, any shortfalls in amounts available to the
Subordination Agent after giving effect to the subordination provisions of the
Agreement and to the application of any amounts available to the Escrow Agent
in the Class G-1 Paying Agent Account in respect of accrued interest on the
Class G-1 Deposits, any drawing paid under the Class G-1 Liquidity Facility in
respect of interest included in the Final Distribution and any withdrawal from
the Class G-1 Primary Cash Collateral Account and the Class G-1 Above-Cap
Account in respect of interest included in the Final Distribution in accordance
with the Agreement, for the payment in full of the Final Distribution
(calculated as of such date but excluding any accrued and unpaid Additional
Payments or other premium) on the Class G-1 Certificates or, in the case that
the full principal amount of the Class G-1 Deposit relating to the Escrow
Receipts is not used to purchase the Class G-1 Equipment Notes, then with
respect to the Final


 


3

















 


Withdrawal Date (as defined in the Escrow and
Paying Agent Agreement for the Class G-1 Trust), any shortfall in amounts
available to the Paying Agent for the payment in full of unpaid principal
amount of the Escrow Receipts.


 


For
the avoidance of doubt, no Deficiency Amount described in clauses (i)-(vi)
above or payment to be made in respect of an Avoided Payment described below
shall constitute an accelerated or acceleration payment.


 


If
any amount paid or required to be paid in respect of the Insured Obligation is
voided (a “Preference Event”) under any applicable
bankruptcy, insolvency, receivership or similar law in an Insolvency
Proceeding, and, as a result of such a Preference Event, the Beneficiary, the
Class G-1 Trustee or any Class G-1 Certificateholder is required to return such
voided payment, or any portion of such voided payment made or to be made in
respect of the Class G-1 Certificates (including any disgorgement from the
Class G-1 Certificateholders resulting from any such Insolvency Proceeding,
whether such disgorgement is determined on a theory of preferential conveyance
or otherwise) (an “Avoided Payment”), MBIA will pay an amount
equal to each such Avoided Payment, irrevocably, absolutely and unconditionally
and without the assertion of any defenses to payment, including fraud in
inducement or fact or any other circumstances that would have the effect of
discharging a surety in law or in equity, upon receipt by MBIA from the
Beneficiary, the Class G-1 Trustee or such Class G-1 Certificateholder of (x) a
certified copy of a final (non-appealable) order of a court exercising
jurisdiction in such Insolvency Proceeding to the effect that the Beneficiary,
the Class G-1 Trustee or such Class G-1 Certificateholder is required to return
any such payment or portion thereof because such payment was voided under
applicable law, with respect to which order the appeal period has expired
without an appeal having been filed (the “Final Order”), (y) an
assignment, in the form of Exhibit D hereto, irrevocably assigning to
MBIA all rights and claims of such Beneficiary, the Class G-1 Trustee or such
Class G-1 Certificateholder relating to or arising under such Avoided Payment
and (z) a Notice of Avoided Payment in the form of Exhibit B hereto
appropriately completed and executed by the Beneficiary, the Class G-1 Trustee
or such Class G-1 Certificateholder. 
Such payment shall be disbursed to the receiver, conservator,
debtor-in-possession or trustee in bankruptcy named in the Final Order and not
to the Beneficiary, the Class G-1 Trustee or such Class G-1 Certificateholder
directly unless such Beneficiary, Class G-1 Trustee or Class G-1
Certificateholder has returned such payment to such receiver, conservator, debtor-in-possession
or trustee in bankruptcy, in which case such payment shall be disbursed to such
Class G-1 Certificateholder, the Class G-1 Trustee or the Beneficiary, as the
case may be.


 


Notwithstanding
the foregoing, in no event shall MBIA be obligated to make any payment in
respect of any Avoided Payment, which payment represents a payment of the
principal amount of the Class G-1 Certificates, prior to the time MBIA would
have been required to make a payment in respect of such principal pursuant to
sub-paragraphs (ii)-(vi) of this Policy; provided, further, that
no payment of principal under this Policy on any Distribution Date, other than
with respect to an Avoided Payment, shall exceed the Net Principal Policy
Amount (as defined below) for such Distribution Date; provided, further,
that no payment, other than with respect to an Avoided Payment, of a Deficiency
Amount shall be in excess of the then outstanding Pool Balance of the Class G-1
Certificates and accrued and unpaid interest thereon at the Stated Interest
Rate on the Class G-1 Certificates. 
This Policy does not cover (i) any


 


4

















 


premium, prepayment penalty
or other accelerated payment, which at any time may become due on or with
respect to any Class G-1 Certificate, (ii) shortfalls, if any, attributable to
the liability of the Subordination Agent, the Class G-1 Trust or the Class G-1
Trustee for withholding taxes, if any (including interest and penalties in
respect of any such liability) or (iii) any failure of the Subordination Agent
or the Class G-1 Trustee to make any payment due to the Class G-1
Certificateholders or, if applicable, the holders of the Escrow Receipts from
funds received.


 


Capitalized
terms used herein and not otherwise defined herein shall have the meanings
assigned to them in the Intercreditor Agreement (the “Agreement”), dated as of
March 24, 2004, among MBIA, as Policy Provider, Wilmington Trust Company, as
Trustee of the Trusts and Subordination Agent, Landesbank Hessen-Thüringen
Girozentrale, as Primary Liquidity Provider, and Morgan Stanley Capital
Services Inc., as Above-Cap Liquidity Provider, without regard to any amendment
or supplement thereto unless such amendment or supplement has been executed, or
otherwise approved in writing, by MBIA.


 


“Business Day” shall mean
any day other than a Saturday, a Sunday or other day on which insurance
companies in New York, New York or commercial banking institutions in the
cities in which the corporate trust office of the Subordination Agent, the
Fiscal Agent (as defined herein) or the office of MBIA specified in this Policy
are located are authorized or obligated by law or executive order to close.


 


“Class G-1
Certificateholder” shall mean any person who is the registered
owner or beneficial owner of any of the Class G-1 Certificates and who, on the
applicable Distribution Date, is entitled under the terms of the Class G-1
Certificates to payment thereunder.


 


“Election
Distribution Date” shall mean any Special Distribution Date
established by the Subordination Agent upon 20 days’ notice to the Class G-1
Trustee and the Policy Provider by reason of the occurrence and continuation of
a Policy Provider Default occurring after a Policy Provider Election.


 


“Final Legal
Distribution Date” shall mean June 15, 2015.


 


“Insolvency
Proceeding” means the commencement, after the date hereof, of
any bankruptcy, insolvency, readjustment of debt, reorganization, marshalling
of assets and liabilities or similar proceedings by or against JetBlue Airways
Corporation or any Liquidity Provider and the commencement, after the date
hereof, of any proceedings by JetBlue Airways Corporation or any Liquidity
Provider, for the winding up or liquidation of its affairs or the consent,
after the date hereof, to the appointment of a trustee, conservator, receiver,
or liquidator in any bankruptcy, insolvency, readjustment of debt,
reorganization, marshalling of assets and liabilities or similar proceedings of
or relating to JetBlue Airways Corporation or any Liquidity Provider.


 


“Insurance
Agreement” shall mean the Insurance and Indemnity Agreement
(as may be amended, modified or supplemented from time to time), dated as of
March 24, 2004, by and among MBIA, JetBlue Airways Corporation, the Class G-1
Trustee, the Class G-2 Trustee and the Subordination Agent.


 


“Insured
Amounts” shall mean, with respect to any Distribution Date,
the Deficiency Amount for such Distribution Date.


 


5

















 


“Net Principal
Policy Amount” shall mean the Pool Balance of the Class G-1
Certificates as of the Closing Date minus all amounts previously drawn
on this Policy with respect to principal.


 


“Nonpayment” shall mean,
with respect to any Distribution Date, a Deficiency Amount owing to the
Subordination Agent for distribution to the Class G-1 Certificateholders or, if
applicable, the holders of the Escrow Receipts in respect of such Distribution
Date.


 


“Notice of
Avoided Payment” shall mean the notice, substantially in the
form of Exhibit B hereto, delivered pursuant to this Policy and sent to
the contact person at the address and/or fax number set forth in this Policy,
and specifying the Avoidance Payment which shall be due and owing on the
applicable Distribution Date.


 


“Notice of
Nonpayment” shall mean the notice, substantially in the form
of Exhibit A hereto, delivered pursuant to this Policy and sent to the
contact person at the address and/or fax numbers set forth in this Policy
specifying the Insured Amount which shall be due and owing to the Class G-1
Trustee (or the Paying Agent) for distribution to the Class G-1
Certificateholders or, if applicable, the holders of the Escrow Receipts on the
applicable Distribution Date.


 


“Policy
Provider Election” shall mean a notice given by MBIA when no
Policy Provider Default shall have occurred and be continuing, stating that
MBIA elects to make payments of Deficiency Amounts as defined under the proviso
to clause (iii) of the definition of Deficiency Amount in respect of any Series
G-1 Equipment Note in lieu of applying clause (iii) (without the proviso) of
the definition of Deficiency Amount, which notice shall be given to the
Subordination Agent not less than five (5) days prior to the Special
Distribution Date established for payment of a Deficiency Amount under clause
(iii) of the definition thereof.


 


“Trust
Agreement” shall mean the Pass Through Trust Agreement,
Series 2004-1G-1, dated as of March 24, 2004, by and among JetBlue Airways
Corporation, and Wilmington Trust Company, as Trustee, pursuant to which the
Class G-1 Certificates have been issued.


 


Payment
of amounts hereunder shall be made in immediately available funds (x) with
respect to Deficiency Amounts no later than 3:00 p.m., New York City time, on
the later of (a) the relevant Distribution Date and (b) the Business Day of
presentation to U.S. Bank Trust National Association, as fiscal agent for MBIA
or any successor fiscal agent appointed by MBIA (the “Fiscal Agent”), of a Notice
of Nonpayment, appropriately completed and executed by the Beneficiary (if such
Notice of Nonpayment is received by 1:00 p.m. on such day), and (y) with
respect to Avoided Payments, prior to 3:00 p.m. New York City time, on the
third Business Day following MBIA’s receipt of the documents required under
clauses (x) through (z) of the third paragraph of this Policy.  Any such documents received by MBIA after
1:00 p.m. New York City time on any Business Day or on any day that is not a
Business Day shall be deemed to have been received by MBIA prior to 1:00 p.m.
on the next succeeding Business Day. 
All payments made by MBIA hereunder in respect of Avoided Payments will
be made with MBIA’s own funds.  A Notice
of Nonpayment or Notice of Avoided Payment under this Policy may be presented
to the Fiscal Agent on any Business Day by (a) delivery of the original Notice
of Nonpayment or Notice of Avoided Payment to the Fiscal Agent at its address
set forth below, or


 


6

















 


(b) facsimile transmission
of the original Notice of Nonpayment or Notice of Avoided Payment to the Fiscal
Agent at its facsimile number set forth below. 
If presentation is made by facsimile transmission, the Beneficiary shall
(i) simultaneously confirm transmission by telephone to the Fiscal Agent at its
telephone number set forth below, and (ii) as soon as reasonably practicable,
deliver the original Notice of Nonpayment or Notice of Avoided Payment to the
Fiscal Agent at its address set forth below. 
Each Notice of Nonpayment or Notice of Avoided Payment shall be delivered
by facsimile and mail to MBIA simultaneously with its delivery to the Fiscal
Agent.


 


If
any Notice of Nonpayment or Notice of Avoided Payment received by the Fiscal
Agent is not in proper form or is otherwise insufficient for the purpose of
making a claim hereunder, it shall be deemed not to have been received by the
Fiscal Agent, and MBIA or the Fiscal Agent, as the case may be, shall promptly
so advise the Beneficiary, and the Beneficiary may submit an amended Notice of
Nonpayment or Notice of Avoided Payment, as the case may be.


 


Payments
due hereunder unless otherwise stated herein will be disbursed by the Fiscal
Agent to the Subordination Agent for the benefit of the Class G-1
Certificateholders or, if applicable, the holders of the Escrow Receipts by
wire transfer of immediately available funds in the amount of such
payment.  Other than amounts payable in
respect of Avoided Payments, MBIA’s obligations under this Policy shall be
discharged to the extent funds to be applied to pay the Insured Obligations
under and in accordance with the Intercreditor Agreement are received by the
Subordination Agent (including funds disbursed by MBIA as provided in this
Policy and received by the Subordination Agent) or the Paying Agent in
accordance with the Escrow and Paying Agent Agreement for the Class G-1 Trust
whether or not such funds are properly applied by the Subordination Agent, the
Paying Agent or the Class G-1 Trustee. 
MBIA’s obligations to make payments in respect of any Avoided Payments
shall be discharged to the extent such payments are made by MBIA hereunder and
are received by the Subordination Agent, the Class G-1 Trustee, the applicable
Class G-1 Certificateholder or the receiver, conservator, debtor-in-possession
or trustee in bankruptcy as applicable, whether or not such payments are
properly applied by the Subordination Agent or the Class G-1 Trustee.


 


The
Fiscal Agent is the agent of MBIA only, and the Fiscal Agent shall in no event
be liable to Class G-1 Certificateholders for any acts of the Fiscal Agent or
any failure of MBIA to deposit or cause to be deposited sufficient funds to
make payments due under this Policy.


 


Any
notice hereunder delivered to the Fiscal Agent of MBIA may be made at the
address listed below for the Fiscal Agent of MBIA or such other address as MBIA
shall specify in writing to the Subordination Agent.


 


The
notice address of the Fiscal Agent is 100 Wall Street, Suite 1600, New York,
New York 10005, Attention: Corporate Trust Services, Facsimile: (212) 361-6159,
Telephone: (212) 361-6153.


 


All
notices, presentations, transmissions, deliveries and communications made by
the Beneficiary to MBIA with respect to this Policy shall specifically refer to
the number of this Policy and shall be made to MBIA at:


 


7

















 


	
  MBIA
  Insurance Corporation

  
	
  113
  King Street

  
	
  Armonk,
  NY  10504

  
	
  Attention:

  	
  Insured
  Portfolio Management,

  
	
   

  	
  Structured
  Finance

  
	
  Telephone:

  	
  (914)
  273-4949

  
	
  Facsimile:

  	
  (914)
  765-3163

  



 


or
such other address, telephone number or facsimile number as MBIA may designate
to the Beneficiary in writing from time to time.  Each such notice, presentation, transmission, delivery and
communication shall be effective only upon actual receipt by MBIA.


 


To
the extent and in the manner specified in the Agreement or the Escrow and
Paying Agent Agreement for the Class G-1 Trust, MBIA shall be subrogated to the
rights of each Class G-1 Certificateholder to receive payments under the Class
G-1 Certificates and the Escrow Receipts to the extent of any payment made by
it hereunder.


 


This
Policy is neither transferable nor assignable, in whole or in part, except to a
successor Subordination Agent duly appointed and qualified under the
Agreement.  Such transfer and assignment
shall be effective upon receipt by MBIA of a copy of the instrument effecting
such transfer and assignment signed by the transferor and by the transferee,
and a certificate, properly completed and signed by the transferor and the
transferee, in the form of Exhibit C hereto (which shall be conclusive
evidence of such transfer and assignment), and, in such case, the transferee
instead of the transferor shall, without the necessity of further action, be
entitled to all the benefits of and rights under this Policy in the
transferor’s place, provided  that, in such case, the Notice of
Nonpayment presented hereunder shall be a certificate of the transferee and
shall be signed by one who states therein that he is a duly authorized officer
of the transferee.


 


There
shall be no acceleration payment due under this Policy unless such acceleration
is at the sole option of MBIA.


 


This
Policy shall terminate and the obligations of MBIA hereunder shall be
discharged on the day (the “Termination Date”) which is one
year and one day following the Distribution Date upon which the Final
Distribution on the Class G-1 Certificates is made.  The foregoing notwithstanding, if an Insolvency Proceeding is
existing during the one year and one day period set forth above, then this
Policy and MBIA’s obligations hereunder shall terminate on the later of (i) the
date of the conclusion or dismissal of such Insolvency Proceeding without
continuing jurisdiction by the court in such Insolvency Proceeding, and (ii)
the date on which MBIA has made all payments required to be made under the
terms of this Policy in respect of Avoided Payments.


 


This
Policy is not covered by the property/casualty insurance fund specified in
Article Seventy-Six of the New York State insurance law.


 


This
Policy sets forth in full the undertaking of MBIA, and, except as expressly
provided in the Insurance Agreement and the Agreement, shall not be modified,
altered or affected by any other agreement or instrument, including any
modification or amendment to any


 


8

















 


other agreement or
instrument, or by the merger, consolidation or dissolution of JetBlue Airways
Corporation or any other Person and may not be canceled or revoked by MBIA
prior to the time it is terminated in accordance with the express terms hereof.  The Premium on this Policy is not refundable
for any reason.


 


This
Policy shall be returned to MBIA upon termination.


 


THIS POLICY SHALL BE CONSTRUED, AND
THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE
DETERMINED, IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT
REGARD TO CONFLICT OF LAWS PRINCIPLES OR THE APPLICATION OF THE LAWS OF ANY
OTHER JURISDICTION.


 


9

















 


IN
WITNESS WHEREOF, MBIA has caused this Policy to be duly executed on the date
first written above.


 


 


	
   

  	
  MBIA INSURANCE CORPORATION

  
	
   

  	
   

  
	
   

  	
  /s/ Gary C. Dunton

  
	
   

  	
  President

  
	
   

  	
   

  
	
   

  	
  /s/ Adam M. Carta

  
	
   

  	
  Assistant Secretary

  



 

















 


Exhibit A to Policy Number 43567(1)


 


NOTICE OF NONPAYMENT AND DEMAND

FOR PAYMENT OF INSURED AMOUNTS


 


Date:                    [                        ]


 


	
  MBIA Insurance Corporation

  	
   

  	
   

  
	
  113 King Street

  	
   

  	
   

  
	
  Armonk, New York 10504

  
	
  Attention:

  	
  Insured Portfolio
  Management,

  
	
   

  	
  Structured Finance

  
	
   

  
	
  U.S. Bank Trust National
  Association

  	
   

  	
   

  
	
  100 Wall Street, Suite
  1600

  	
   

  	
   

  
	
  New York, New York 10005

  	
   

  	
   

  
	
  Attention: Corporate Trust
  Services

  	
   

  	
   

  
				



 


Reference
is made to Policy No. 43567(1), dated March 24, 2004 (the “Policy”), issued by
MBIA Insurance Corporation (“MBIA”) with respect
to the JetBlue Airways Pass Through Certificates, Series 2004-1G-1.  Terms capitalized herein and not otherwise
defined shall have the meanings ascribed to such terms in or pursuant to the
Policy unless the context otherwise requires.


 


The
Subordination Agent hereby certifies as follows:


 


1.                                                                                       The
Subordination Agent is the trustee for the Class G-1 Trust under the Class G-1
Trust Agreement.


 


2.                                                                                       The relevant
Distribution Date is
                    .  Such Distribution Date is a [Regular
Distribution Date, a Special Distribution Date, an Election Distribution Date
or the Final Legal Distribution Date].


 


[3.                                   Payment of
accrued and unpaid interest on the Class G-1 Certificates and, without
duplication, accrued and unpaid interest on any Deposit relating to the Escrow
Receipts, in each case at the Stated Interest Rate on the outstanding Pool
Balance of the Class G-1 Certificates accrued to the Distribution Date which is
a Regular Distribution Date as determined pursuant to paragraph (i) of the
definition of “Deficiency Amount” in the Policy is an amount equal to $                        .]


 


[3.                                   The amount
determined for payment to the Class G-1 Certificateholders pursuant to
paragraph (ii) of the definition of “Deficiency Amount” in the Policy on the
Distribution Date which is a Special Distribution Date in respect of a
reduction in the outstanding Pool Balance of such Class G-1 Certificates and
accrued and unpaid interest on the amount of such reduction at the Stated
Interest Rate for the Class G-1 Certificates is
$                        .]


 


A-1

















 


[3.                                   The
Subordination Agent has not received a timely Policy Provider Election pursuant
to the Policy and the amount determined for payment to the Class G-1
Certificateholders pursuant to paragraph (iii) of the definition of “Deficiency
Amount” in the Policy on the Distribution Date which is a Special Distribution
Date in respect of the outstanding principal amount of the relevant Series G-1
Equipment Note(s) and accrued and unpaid interest accrued thereon at the Stated
Interest Rate for the Class G-1 Certificates is
$                .]


 


[3.                                   The
Subordination Agent has received a timely Policy Provider Election pursuant to
the Policy and the amount determined for payment to the Class G-1
Certificateholders pursuant to the provision in paragraph (iii)(A) of the
definition of “Deficiency Amount” in the Policy on the Distribution Date which
is a Special Distribution Date in respect of scheduled principal (without
regard to acceleration thereof) and interest at the Stated Interest Rate for
the Class G-1 Certificates payable but not paid on the relevant Series G-1
Equipment Note during the twenty-one (21) month period referred to in such
paragraph (iii) is
$                .]


 


[3.                                   The
Subordination Agent has received a timely Policy Provider Election pursuant to
the Policy, no Election Distribution Date has been established pursuant to the
Policy or Special Distribution Date established pursuant to clause (iv) of the
definition of “Deficiency Amount” and the amount determined for payment to the
Class G-1 Certificateholders pursuant to paragraph (iii)(B) of the definition
of “Deficiency Amount” in the Policy on the Distribution Date which is a
Regular Distribution Date in respect of scheduled principal (without regard to
acceleration thereof) and interest payable at the Stated Interest Rate for the
Class G-1 Certificates due on the Regular Distribution Date on the relevant
Series G-1 Equipment Note is
$                        .]


 


[3.                                   The
Subordination Agent has received a timely Policy Provider Election pursuant to
the Policy, the Special Distribution Date related hereto is a Business Day
elected by MBIA upon 20 days prior notice and the amount determined for payment
to the Class G-1 Certificateholders pursuant to paragraph (iv) of the definition
of “Deficiency Amount” in the Policy in respect of outstanding principal on
such Series G-1 Equipment Note (less any drawings previously paid by MBIA in
respect of principal on such Series G-1 Equipment Note) and accrued and unpaid
interest thereon at the Stated Interest Rate for the Class G-1 Certificates
from the immediately preceding Regular Distribution Date to such Special
Distribution Date is
$                    .]


 


[3.                                   The amount
determined for payment to the Class G-1 Certificateholders pursuant to
paragraph (v) of the definition of “Deficiency Amount” in the Policy on the
Distribution Date which is an Election Distribution Date in respect of the
outstanding principal balance of the relevant Series G-1 Equipment Note (less
any drawings previously paid by MBIA in respect of principal on such Series G-1
Equipment Note) and accrued and unpaid interest thereon at the Stated Interest
Rate for the Class G-1 Certificates from the immediately preceding Regular
Distribution Date to such Election Distribution Date is
$                    .]


 


[3.                                   The amount
determined for payment to the Class G-1 Certificateholders pursuant to
paragraph (vi) of the definition of “Deficiency Amount” in the Policy on the
Distribution Date which is the Final Legal Distribution Date in respect of
payment in full of the


 


A-2

















 


Final Distribution (other
than any Additional Payments or other premium) on the Class G-1 Certificates is
$                    .]


 


[3.                                   The amount
determined for payment to the holders of the Escrow Receipts pursuant to
paragraph (vi) of the definition of “Deficiency Amount” in the Policy on the
Final Withdrawal Date is
$                                .]


 


4.                                       The sum of
$                                
is the Insured Amount that is due.


 


5.                                       The
Subordination Agent has not heretofore made a demand for the Insured Amount in
respect of such Distribution Date.


 


6.                                       The
Subordination Agent hereby requests payment of such Insured Amount that is due
for payment be made by MBIA under the Policy and directs that payment under the
Policy be made to the following account by bank wire transfer of federal or
other immediately available funds in accordance with the terms of the Policy
to:


 


[        ]

ABA #: 
[        ]

Acct #: 
[        ]

FBO: 
[        ]

[Class G-1 Policy Account number]


 


7.                                       The
Subordination Agent hereby agrees that, following receipt of the Insured Amount
from MBIA, it shall (a) cause such funds to be deposited in the Class G-1
Policy Account and not permit such funds to be held in any other account, (b)
either (i) cause such funds to be paid to the Class G-1 Trustee for
distribution to the Class G-1 Certificateholders in reduction of the Pool
Balance of, or interest on, the Class G-1 Certificates (as applicable) and not
apply such funds for any other purpose or (ii) cause such funds to be paid to
the Class G-1 Paying Agent for distribution to the holders of the Escrow
Receipts in payment of accrued and unpaid interest on any Deposit related to
the Escrow Receipts, or principal of the Escrow Receipts in each case in
accordance with the terms of the Agreement and (c) maintain an accurate record
of such payments with respect to the Class G-1 Certificates and Escrow Receipts
the corresponding claim on the Policy and proceeds thereof.


 


 


	
   

  	
  WILMINGTON TRUST COMPANY, as

  Subordination Agent

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 


A-3

















 


Exhibit B to Policy Number 43567(1)


 


NOTICE OF AVOIDED PAYMENT AND DEMAND

FOR PAYMENT OF AVOIDED PAYMENTS


 


Date:                    [                        ]


 


	
  MBIA Insurance Corporation

  	
   

  	
   

  
	
  113 King Street

  	
   

  	
   

  
	
  Armonk, New York 10504

  
	
  Attention:

  	
  Insured Portfolio
  Management,

  
	
   

  	
  Structured Finance

  
	
   

  
	
  U.S. Bank Trust National
  Association

  	
   

  	
   

  
	
  100 Wall Street, Suite
  1600

  	
   

  	
   

  
	
  New York, New York 10005

  	
   

  	
   

  
	
  Attention: Corporate Trust
  Services

  	
   

  	
   

  
				



 


Reference
is made to Policy No. 43567(1), dated March 24, 2004 (the “Policy”), issued by
MBIA Insurance Corporation (“MBIA”) with respect
to the JetBlue Airways Pass Through Certificates, Series 2004-1G-1.  Terms capitalized herein and not otherwise
defined shall have the meanings ascribed to such terms in or pursuant to the
Policy unless the context otherwise requires.


 


The
Subordination Agent hereby certifies as follows:


 


1.                                       The Subordination
Agent is the trustee for the Class G-1 Trustee under the Trust Agreement.


 


2.                                       The
Subordination Agent has established
                            
as a Special Distribution Date pursuant to the Agreement for amounts claimed
hereunder.


 


3.                                       A Final Order
providing for the recovery of an Avoided Payment of
$                                
has been issued.


 


4.                                       $                                
of the amount set forth in item No. 3 above has been paid by the [Class G-1
Certificateholder/Class G-1 Trustee/Subordination Agent] and
$                                
is required to be paid to the receiver, conservator, debtor-in-possession or
trustee in bankruptcy named in the Final Order.


 


5.                                       The [Class G-1
Certificateholder/Class G-1 Trustee/Subordination Agent] has not heretofore
made a demand for such Avoided Payment.


 


6.                                       The [Class G-1
Certificateholder/Class G-1 Trustee/Subordination Agent] has delivered to MBIA
or has attached hereto all documents required by the Policy to be delivered in
connection with such Avoided Payment.


 


B-1

















 


7.                                       The [Class G-1
Certificateholder/Class G-1 Trustee/Subordination Agent] hereby requests that
payment of
$                            
of such Avoided Payment be made to the receiver, conservator,
debtor-in-possession or trustee in bankruptcy named in the Final Order and
$                                
of such Avoided Payment be paid to the [Class G-1 Certificateholder] [Class G-1
Trustee] [Subordination Agent [for payment over to the Class G-1 Trustee] for
distribution to the Class G-1 Certificateholder], in each case, by MBIA under
the Policy and directs that payment under the Policy be made to the following
account by bank wire transfer of federal or other immediately available funds
in accordance with the terms of the Policy to:


 


For
the portion to be paid to the receiver, conservator, debtor-in-possession or
trustee, to
                                                :


 


ABA #: 
[        ]

Acct #: 
[        ]

FBO:  [        ]


 


[relevant
account number]


 


For
the portion to be paid to the Subordination Agent:


 


ABA #: 
[        ]

Acct #: 
[        ]

FBO: 
[        ]


 


[Class
G-1 Policy Account Number]


 


	
   

  	
  [Name of Subordination Agent]

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  	
  (Officer)

  



 


B-2

















 


Exhibit C to Policy Number 43567(1)


 


	
  MBIA Insurance Corporation

  	
   

  	
   

  
	
  113 King Street

  	
   

  	
   

  
	
  Armonk, New York 10504

  
	
  Attention:

  	
   

  	
  Insured Portfolio
  Management, Structured Finance

  
					



 


Dear Sirs:


 


Reference
is made to that certain Policy, Number 43567(1), dated March 24, 2004 (the “Policy”), which has
been issued by MBIA Insurance Corporation in favor of the Subordination Agent
with respect to the JetBlue Airways Pass Through Certificates, Series
2004-1G-1.


 


The
undersigned [Name of Transferor] has transferred and assigned (and hereby
confirms to you said transfer and assignment) all of its rights in and under
said Policy to [Name of Transferee] and confirms that [Name of Transferor] no
longer has any rights under or interest in said Policy.


 


Transferor
and Transferee have indicated on the face of said Policy that it has been
transferred and assigned to Transferee.


 


Transferee
hereby certifies that it is a duly authorized transferee under the terms of
said Policy and is accordingly entitled, upon presentation of the document(s)
called for therein, to receive payment thereunder.


 


	
   

  	
   

  
	
   

  	
  [Name of Transferor]

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  [Name and Title of
  Authorized Officer of

  Transferor]

  



 


C-1

















 


Exhibit D to Policy Number 43567(1)


 


Form of Assignment


 


Reference
is made to that certain Policy No. 43567(1), dated March 24, 2004 (the “Policy”), issued by
MBIA Insurance Corporation (“MBIA”) relating to
the JetBlue Airways Pass Through Certificates, Series 2004-1G-1.  Unless otherwise defined herein, capitalized
terms used in this Assignment shall have the meanings assigned thereto in the
Policy as incorporated by reference therein. 
In connection with the Avoided Payment of
[$                ]
paid by the undersigned (the “[Class G-1 Certificateholder/Class G-1
Trustee/Beneficiary]”) on
[            ] and
the payment by MBIA in respect of such Avoided Payment pursuant to the Policy,
the [Class G-1 Certificateholder/Class G-1 Trustee/Beneficiary] hereby
irrevocably and unconditionally, without recourse, representation or warranty
(except as provided below), sells, assigns, transfers, conveys and delivers to
MBIA all of such [Class G-1 Certificateholder’s/Class G-1
Trustee’s/Beneficiary’s] rights, title and interest in and to any rights or
claims, whether accrued, contingent or otherwise, which the [Class G-1
Certificateholder/Class G-1 Trustee/Beneficiary] now has or may hereafter
acquire, against any person relating to, arising out of or in connection with
such Avoided Payment.  The [Class G-1
Certificateholder/Class G-1 Trustee/Beneficiary] represents and warrants that
such claims and rights are free and clear of any lien or encumbrance created or
incurred by such [Class G-1 Certificateholder/Class G-1
Trustee/Beneficiary].(1)


 


	
   

  	
  [Class G-1 Certificateholder/Class G-1

  Trustee/Beneficiary]

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 












(1)                                  In
the event that the terms of this form of assignment are reasonably determined
to be insufficient solely as a result of a change of law or applicable rules
after the date of the Policy to fully vest all of the [Class G-1
Certificateholder’s/Class G-1 Trustee’s/Beneficiary’s] right, title and
interest in such rights and claims, the [Class G-1 Certificateholder/Class G-1
Trustee/Beneficiary] and MBIA shall agree on such other form as is reasonably
necessary to effect such assignment, which assignment shall be without
recourse, representation or warranty except as provided above.


 


D-1