Exhibit 4.11


 


EXECUTION COPY


 


ESCROW AND

PAYING AGENT AGREEMENT (CLASS G-1)


 


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-1-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-1)


 


ESCROW
AND PAYING AGENT AGREEMENT  (Class
G-1) 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-1-O (the “Pass Through Trust”) pursuant to which the JetBlue Airways
Pass Through Trust, Series 2004-1G-1-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 $119,110,000 (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-1-O” shall be deemed to be a reference to “JetBlue Airways Pass
Through Trust 2004-1G-1-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-1-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-1) 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-1-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-1 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-1) 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-1)


 


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