Exhibit 4.4


 


EXECUTION COPY


 




 


 





PASS
THROUGH TRUST AGREEMENT


 


dated as of March 24, 2004


 


between


 


JETBLUE AIRWAYS CORPORATION


 


and


 


WILMINGTON TRUST COMPANY,


as Trustee


 












 


JetBlue Airways Pass Through Trust, Series 2004-1G-1-O


Pass Through Certificates, Series 2004-1G-1-O


 












 




 





 

















 


Reconciliation and tie between JetBlue Airways Pass Through Trust
Agreement, Series 2004-1G-1-O dated as of March 24, 2004, and the Trust
Indenture Act of 1939.  This
reconciliation does not constitute part of the Pass Through Trust Agreement.


 


	
  Trust Indenture Act

  of 1939 Section

  	
   

  	
  Pass
  Through Trust

  Agreement Section

  
	
  310

  	
  (a)(1)

  	
   

  	
  7.08

  
	
   

  	
  (a)(2)

  	
   

  	
  7.08

  
	
  312

  	
  (a)

  	
   

  	
  3.05; 8.01; 8.02

  
	
  313

  	
  (a)

  	
   

  	
  7.06; 8.03

  
	
  314

  	
  (a)

  	
   

  	
  8.04(a), (c) & (d)

  
	
   

  	
  (a)(4)

  	
   

  	
  8.04(e)

  
	
   

  	
  (c)(1)

  	
   

  	
  1.02

  
	
   

  	
  (c)(2)

  	
   

  	
  1.02

  
	
   

  	
  (d)(1)

  	
   

  	
  7.13; 11.01

  
	
   

  	
  (d)(2)

  	
   

  	
  7.13; 11.01

  
	
   

  	
  (d)(3)

  	
   

  	
  2.01

  
	
   

  	
  (e)

  	
   

  	
  1.02

  
	
  315

  	
  (b)

  	
   

  	
  7.02

  
	
  316

  	
  (a)(last
  sentence)

  	
   

  	
  1.04(c)

  
	
   

  	
  (a)(1)(A)

  	
   

  	
  6.04

  
	
   

  	
  (a)(1)(B)

  	
   

  	
  6.05

  
	
   

  	
  (b)

  	
   

  	
  6.06

  
	
   

  	
  (c)

  	
   

  	
  1.04(e)

  
	
  317

  	
  (a)(1)

  	
   

  	
  6.03

  
	
   

  	
  (b)

  	
   

  	
  7.13

  
	
  318

  	
  (a)

  	
   

  	
  12.06

  



 

















 


TABLE OF CONTENTS


 


	
  ARTICLE I

  	
  DEFINITIONS

  	
   

  
	
  Section 1.01.

  	
  Definitions

  	
   

  
	
  Section 1.02.

  	
  Compliance Certificates and Opinions

  	
   

  
	
  Section 1.03.

  	
  Form of Documents Delivered to Trustee

  	
   

  
	
  Section 1.04.

  	
  Directions of Certificateholders

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE II

  	
  ORIGINAL ISSUANCE OF CERTIFICATES;
  ACQUISITION OF EQUIPMENT NOTES

  	
   

  
	
  Section 2.01.

  	
  Issuance of Certificates; Acquisition of
  Equipment Notes

  	
   

  
	
  Section 2.02.

  	
  Withdrawal of Deposits

  	
   

  
	
  Section 2.03.

  	
  Acceptance by Trustee

  	
   

  
	
  Section 2.04.

  	
  Limitation of Powers

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE III

  	
  THE CERTIFICATES

  	
   

  
	
  Section 3.01.

  	
  Title, Form, Denomination and Execution of
  Certificates

  	
   

  
	
  Section 3.02.

  	
  Restrictive Legends

  	
   

  
	
  Section 3.03.

  	
  Authentication of Certificates

  	
   

  
	
  Section 3.04.

  	
  Transfer and Exchange

  	
   

  
	
  Section 3.05.

  	
  Global, Book-Entry and Definitive
  Certificates

  	
   

  
	
  Section 3.06.

  	
  [Intentionally Omitted.]

  	
   

  
	
  Section 3.07.

  	
  Mutilated, Destroyed, Lost or Stolen
  Certificates

  	
   

  
	
  Section 3.08.

  	
  Persons Deemed Owners

  	
   

  
	
  Section 3.09.

  	
  Cancellation

  	
   

  
	
  Section 3.10.

  	
  Temporary Certificates

  	
   

  
	
  Section 3.11.

  	
  Limitation of Liability for Payments

  	
   

  
	
  Section 3.12.

  	
  ERISA Legend

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE IV

  	
  DISTRIBUTIONS; STATEMENTS TO
  CERTIFICATEHOLDERS

  	
   

  
	
  Section 4.01.

  	
  Certificate Account and Special Payments
  Account

  	
   

  
	
  Section 4.02.

  	
  Distributions from Certificate Account and
  Special Payments Account

  	
   

  
	
  Section 4.03.

  	
  Statements to Certificateholders

  	
   

  
	
  Section 4.04.

  	
  Investment of Special Payment Moneys

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE V

  	
  THE COMPANY

  	
   

  
	
  Section 5.01.

  	
  Maintenance of Corporate Existence

  	
   

  
	
  Section 5.02.

  	
  Consolidation, Merger, etc

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE VI

  	
  DEFAULT

  	
   

  
	
  Section 6.01.

  	
  Events of Default

  	
   

  
	
  Section 6.02.

  	
  Incidents of Sale of Equipment Notes

  	
   

  
	
  Section 6.03.

  	
  Judicial Proceedings Instituted by Trustee;
  Trustee May Bring Suit

  	
   

  
	
  Section 6.04.

  	
  Control by Certificateholders

  	
   

  
				



 


i

















 


	
  Section 6.05.

  	
  Waiver of Past Defaults

  	
   

  
	
  Section 6.06.

  	
  Right of Certificateholders to Receive Payments Not to Be Impaired

  	
   

  
	
  Section 6.07.

  	
  Certificateholders May Not Bring Suit Except Under Certain Conditions

  	
   

  
	
  Section 6.08.

  	
  Remedies Cumulative

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE VII

  	
  THE TRUSTEE

  	
   

  
	
  Section 7.01.

  	
  Certain Duties and Responsibilities

  	
   

  
	
  Section 7.02.

  	
  Notice of Defaults

  	
   

  
	
  Section 7.03.

  	
  Certain Rights of Trustee

  	
   

  
	
  Section 7.04.

  	
  Not Responsible for Recitals or Issuance of Certificates

  	
   

  
	
  Section 7.05.

  	
  May Hold Certificates

  	
   

  
	
  Section 7.06.

  	
  Money Held in Trust

  	
   

  
	
  Section 7.07.

  	
  Compensation and Reimbursement

  	
   

  
	
  Section 7.08.

  	
  Corporate Trustee Required; Eligibility

  	
   

  
	
  Section 7.09.

  	
  Resignation and Removal; Appointment of Successor

  	
   

  
	
  Section 7.10.

  	
  Acceptance of Appointment by Successor

  	
   

  
	
  Section 7.11.

  	
  Merger, Conversion, Consolidation or Succession to Business

  	
   

  
	
  Section 7.12.

  	
  Maintenance of Agencies

  	
   

  
	
  Section 7.13.

  	
  Money for Certificate Payments to Be Held in Trust

  	
   

  
	
  Section 7.14.

  	
  Registration of Equipment Notes in Name of Subordination Agent

  	
   

  
	
  Section 7.15.

  	
  Representations and Warranties of Trustee

  	
   

  
	
  Section 7.16.

  	
  Withholding Taxes Information Reporting

  	
   

  
	
  Section 7.17.

  	
  Trustee’s Liens

  	
   

  
	
  Section 7.18.

  	
  Preferential Collection of Claims

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE VIII

  	
  CERTIFICATEHOLDERS’ LISTS AND REPORTS BY
  TRUSTEE

  	
   

  
	
  Section 8.01.

  	
  The Company to Furnish Trustee with Names and Addresses of
  Certificateholders

  	
   

  
	
  Section 8.02.

  	
  Preservation of Information Communications to Certificateholders

  	
   

  
	
  Section 8.03.

  	
  Reports by Trustee

  	
   

  
	
  Section 8.04.

  	
  Reports by the Company

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE IX

  	
  SUPPLEMENTAL AGREEMENTS

  	
   

  
	
  Section 9.01.

  	
  Supplemental Agreements Without Consent of Certificateholders

  	
   

  
	
  Section 9.02.

  	
  Supplemental Agreements with Consent of Certificateholders

  	
   

  
	
  Section 9.03.

  	
  Documents Affecting Immunity or Indemnity

  	
   

  
	
  Section 9.04.

  	
  Execution of Supplemental Agreements

  	
   

  
	
  Section 9.05.

  	
  Effect of Supplemental Agreements

  	
   

  
				



 


ii

















 


	
  Section 9.06.

  	
  Conformity with Trust Indenture Act

  	
   

  
	
  Section 9.07.

  	
  Reference in Certificates to Supplemental Agreements

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE X

  	
  AMENDMENTS TO INDENTURES AND FINANCING
  DOCUMENTS

  	
   

  
	
  Section 10.01.

  	
  Amendments and Supplements to Indentures and Financing Documents

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE XI

  	
  TERMINATION OF TRUST

  	
   

  
	
  Section 11.01.

  	
  Termination of the Trust

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE XII

  	
  MISCELLANEOUS PROVISIONS

  	
   

  
	
  Section 12.01.

  	
  Limitation on Rights of Certificateholders

  	
   

  
	
  Section 12.02.

  	
  Certificates Nonassessable and Fully Paid

  	
   

  
	
  Section 12.03.

  	
  Notices

  	
   

  
	
  Section 12.04.

  	
  Governing Law

  	
   

  
	
  Section 12.05.

  	
  Severability of Provisions

  	
   

  
	
  Section 12.06.

  	
  Trust Indenture Act Controls

  	
   

  
	
  Section 12.07.

  	
  Effect of Headings and Table of Contents

  	
   

  
	
  Section 12.08.

  	
  Successors and Assigns

  	
   

  
	
  Section 12.09.

  	
  Benefits of Agreement

  	
   

  
	
  Section 12.10.

  	
  Legal Holidays

  	
   

  
	
  Section 12.11.

  	
  Counterparts

  	
   

  
	
  Section 12.12.

  	
  Intention of Parties

  	
   

  
	
  Exhibit A

  	
  -

  	
  Form of Certificate

  
	
  Exhibit B

  	
  -

  	
  Form of Assignment and
  Assumption Agreement

  
	
  Exhibit C

  	
  -

  	
  Form of Notice to
  Withholding Agent

  
						



 


iii

















 


PASS THROUGH TRUST AGREEMENT


 


THIS PASS THROUGH TRUST AGREEMENT,
dated as of March 24, 2004 (the “Agreement”),
between JETBLUE AIRWAYS CORPORATION,
a Delaware corporation, and WILMINGTON TRUST
COMPANY, as Trustee, is made with respect to the formation of
JetBlue Airways Pass Through Trust, Series 2004-1G-1-O and the issuance of
JetBlue Airways Pass Through Trust, Series 2004-1G-1-O Pass Through
Certificates representing fractional undivided interests in the Trust.


 


W  I  T  N  E  S
S  E  T  H:


 


WHEREAS, the Company
has obtained commitments from AVSA for the delivery of  thirteen (13) Airbus A320-232 aircraft
(collectively, the “Aircraft”);


 


WHEREAS, the Company
intends to finance or refinance the acquisition of the Aircraft through
separate secured loan transactions in which the Company will own such Aircraft;


 


WHEREAS, in the case
of each Aircraft, the Company will issue pursuant to an Indenture, on a
recourse basis, three series of Equipment Notes to finance or refinance a
portion of the purchase price of such Aircraft;


 


WHEREAS, the
Trustee, upon execution and delivery of this Agreement, hereby declares the
creation of the Trust for the benefit of the Certificateholders, as the
grantors of the Trust, by their respective acceptances of the Certificates,
join in the creation of this Trust with the Trustee;


 


WHEREAS, all
Certificates to be issued by the Trust will evidence Fractional Undivided
Interests in the Trust and will convey no rights, benefits or interests in
respect of any property other than the Trust Property except for those
Certificates to which an Escrow Receipt has been affixed;


 


WHEREAS, the Escrow
Agent and the Underwriters have contemporaneously herewith entered into an
Escrow Agreement with the Escrow Paying Agent pursuant to which the
Underwriters have delivered to the Escrow Agent the proceeds from the sale of
the Certificates and have irrevocably instructed the Escrow Agent to withdraw
and pay funds from such proceeds upon request and proper certification by the
Trustee to purchase Equipment Notes;


 


WHEREAS, the Escrow
Agent on behalf of the Certificateholders has contemporaneously herewith
entered into a Deposit Agreement with the Depositary under which the Deposits
referred to therein will be made and from which it will withdraw funds to allow
the Trustee to purchase Equipment Notes from time to time prior to the Delivery
Period Termination Date;


 


WHEREAS, pursuant to
the terms and conditions of this Agreement and the Note Purchase Agreement,
upon or following delivery of an Aircraft, the Trustee on behalf of the Trust,
using funds withdrawn under the Escrow Agreement, may purchase an Equipment
Note having the same interest rate as, and final legal distribution date not
later than the final Regular


 

















 


Distribution Date of, the Certificates issued hereunder and shall hold
such Equipment Note in trust for the benefit of the Certificateholders;


 


WHEREAS,
to facilitate the sale of Equipment Notes to, and the purchase of Equipment
Notes by, the Trustee on behalf of the Trust, the Company has duly authorized
the execution and delivery of this Agreement as the “issuer”, as such term is defined in and solely for purposes of
the Securities Act, of the Certificates to be issued pursuant hereto and as the
“obligor”, as such term is defined
in and solely for purposes of the Trust Indenture Act of 1939, as amended, with
respect to all such Certificates and is undertaking to perform certain
administrative and ministerial duties hereunder and is also undertaking to pay
the ongoing fees and expenses of the Trustee;


 


WHEREAS,
all of the conditions and requirements necessary to make this Agreement, when
duly executed and delivered, a valid, binding and legal instrument, enforceable
in accordance with its terms and for the purposes herein expressed, have been
done, performed and fulfilled, and the execution and delivery of this Agreement
in the form and with the terms hereof have been in all respects duly
authorized; and


 


WHEREAS,
this Agreement, as amended or supplemented from time to time, will be subject
to the provisions of the Trust Indenture Act of 1939, and shall, to the extent
applicable, be governed by such provisions;


 


NOW, THEREFORE, in
consideration of the mutual agreements herein contained, and of other good and
valuable consideration the receipt and adequacy of which are hereby
acknowledged, the parties hereto agree as follows:


 


ARTICLE I



DEFINITIONS


 


Section 1.01.                         Definitions. 
For all purposes of this Agreement, except as otherwise expressly
provided or unless the context otherwise requires:


 


(1)                                  the terms used in this Agreement,
including in the recitals to this Agreement, that are defined in this
Article have the meanings assigned to them in this Article, and include
the plural as well as the singular;


 


(2)                                  all other terms used herein which are
defined in the Trust Indenture Act, either directly or by reference therein, or
by the rules promulgated under the Trust Indenture Act, have the meanings
assigned to them therein;


 


(3)                                  all references in this Agreement to
designated “Articles”, “Sections”, “Subsections” and other subdivisions are to
the designated Articles, Sections, Subsections and other subdivisions of this
Agreement;


 


(4)                                  the words “herein”, “hereof’ and
“hereunder” and other words of similar import refer to this Agreement as a
whole and not to any particular Article, Section, Subsection or other
subdivision; and


 


2

















 


(5)                                  unless the context otherwise requires,
whenever the words “including”, “include” or “includes” are used herein, it
shall be deemed to be followed by the phrase “without limitation”.


 


“Above-Cap Liquidity Facility” means,
initially, the ISDA Master Agreement, dated as of the date hereof, between the
Subordination Agent, as agent and trustee for the Class G-1 Trust, and the
initial Class G-1 Above-Cap Liquidity Provider, together with the
Schedule and Confirmation attached thereto, relating to the Class G-1
Certificates, and, from and after replacement of such ISDA Master Agreement
pursuant to the Intercreditor Agreement, the Replacement Above-Cap Liquidity
Facility (as defined in the Intercreditor Agreement) therefor, if any, in each
case as amended, supplemented or otherwise modified from time to time in
accordance with its terms.


 


“Above-Cap Liquidity Provider” means
Morgan Stanley Capital Services Inc. or any Replacement Above-Cap Liquidity
Provider which has issued a Replacement Above-Cap Liquidity Facility (each as
defined in the Intercreditor Agreement) to replace the Class G-1 Above-Cap
Liquidity Facility pursuant to Section 3.6(c)(ii) of the Intercreditor
Agreement.


 


“Affiliate” means, with respect to any
specified Person, any other Person directly or indirectly controlling or
controlled by or under direct or indirect common control with such Person.  For the purposes of this definition,
“control” means the power, directly or indirectly, to direct the management and
policies of such Person, whether through the ownership of voting securities or
by contract or otherwise, and the terms “controlling” and “controlled” have
meanings correlative to the foregoing.


 


“Agent Members” means members of, or
participants in, DTC.


 


“Agreement” has the meaning specified in
the initial paragraph hereto.


 


“Aircraft” has the meaning specified in
the Note Purchase Agreement.


 


“Aircraft Purchase Agreement” has the
meaning specified in the Note Purchase Agreement.


 


“Applicable Funding Date” has the
meaning specified in Section 2.01(b).


 


“Applicable Participation Agreement” has
the meaning specified in Section 2.01(b).


 


“Assignment and Assumption Agreement”
means the assignment and assumption agreement substantially in the form of
Exhibit B hereto to be executed and delivered in accordance with
Section 11.01.


 


“Authorized Agent” means any Paying
Agent or Registrar for the Certificates.


 


“Avoidable Tax” means a state or local
tax (i) upon (w) the Trust, (x) the Trust Property, (y) Certificateholders
or (z) the Trustee for which the Trustee is entitled to seek reimbursement from
the Trust Property, and (ii) which would be avoided if the Trustee were
located in another


 


3

















 


state, or jurisdiction within a state, within the United States.  A tax shall not be an Avoidable Tax if the
Company shall agree to pay, and shall pay, such tax.


 


“AVSA” means AVSA S.A.R.L., an affiliate
of Airbus S.N.C.


 


“Book-Entry Certificate” means, with
respect to the Global Certificate, a beneficial interest in the Global
Certificate, ownership and transfers of which shall be made through book
entries as described in Section 3.05.


 


“Business Day” means any day other than
a Saturday, a Sunday or a day on which commercial banks are required or
authorized to close in Darien, Connecticut, New York, New York, Wilmington,
Delaware or, so long as any Certificate is outstanding, the city and state in
which the Trustee or any Loan Trustee maintains its Corporate Trust Office or
receives and disburses funds.


 


“Certificate” means any one of the
certificates executed and authenticated by the Trustee, substantially in the
form of Exhibit A hereto.


 


“Certificate Account” means the account
or accounts created and maintained pursuant to Section 4.01(a).


 


“Certificate Owner” means, with respect
to the Certificates, for purposes of Section 3.05, a Person who owns a
Book-Entry Certificate.


 


“Certificateholder or Holder” means the
Person in whose name a Certificate is registered in the Register.


 


“Class C Certificate” has the
meaning specified in the Intercreditor Agreement.


 


“Class C Certificateholder” means, at
any time, any holder of one or more pass through certificates issued by the
JetBlue Airways Pass Through Trust, Series 2004-1C-O.


 


“Class G-2 Certificate” has the meaning
specified in the Intercreditor Agreement.


 


“Class G-2 Certificateholder” means, at
any time, any holder of one or more pass through certificates issued by the
JetBlue Airways Pass Through Trust, Series 2004-1G-2-O.


 


“Clearing Agency” means an organization
registered as a “clearing agency” pursuant to Section 17A of the Exchange
Act.


 


“Clearing Agency Participant” means a
broker, dealer, bank, other financial institution or other Person for whom from
time to time a Clearing Agency effects, directly or indirectly, book-entry
transfers and pledges of securities deposited with the Clearing Agency.


 


“Code” means the Internal Revenue Code
of 1986, as amended from time to time, and the Treasury Regulations promulgated
thereunder.


 


4

















 


“Company” means JetBlue Airways
Corporation, a Delaware corporation, or its successor in interest pursuant to
Section 5.02, or (only in the context of provisions hereof, if any, where
such reference is required for purposes of compliance with the Trust Indenture
Act) any other “obligor” (within the meaning of the Trust Indenture Act) with
respect to the Certificates.


 


“Controlling Party” has the meaning
specified in the Intercreditor Agreement.


 


“Corporate Trust Office” with respect to
the Trustee or any Loan Trustee, means the office of such trustee in the city
at which at any particular time its corporate trust business shall be
principally administered.


 


“Cut-off Date” means the earlier of
(a) the Delivery Period Termination Date and (b) the date on which a
Triggering Event occurs.


 


“Definitive Certificates” has the
meaning specified in Section 3.05.


 


“Delivery Period Termination Date” means
the earlier of (a) March 31, 2005, or, if the Equipment Notes
relating to all of the Aircraft (or Substitute Aircraft in lieu thereof) have
not been purchased by the Trustee and the Other Trustees on or prior to such
date due to any reason beyond the control of the Company and not occasioned by
the Company’s fault or negligence, June 30, 2005 and (b) the date on
which Equipment Notes issued with respect to all of the Aircraft (or Substitute
Aircraft in lieu thereof) have been purchased by the Trustee and the Other
Trustees in accordance with the Note Purchase Agreement.


 


“Deposits” has the meaning specified in
the Deposit Agreement.


 


“Deposit Agreement” means the Deposit
Agreement dated as of March 24, 2004 relating to the Certificates between
the Depositary and the Escrow Agent, as the same may be amended, supplemented
or otherwise modified from time to time in accordance with its terms.


 


“Depositary” means HSH Nordbank AG, New
York Branch.


 


“Direction” has the meaning specified in
Section 1.04(a).


 


“Distribution Date” means any Regular
Distribution Date or Special Distribution Date as the context requires.


 


“DTC” means The Depository Trust
Company, its nominees and their respective successors.


 


“Equipment Notes” means the equipment
notes issued under the Indentures.


 


“ERISA” means Employee Retirement Income
Security Act of 1974, as amended from time to time.


 


“Escrow Agent” means, initially,
Wilmington Trust Company.


 


5

















 


“Escrow Agreement” means the Escrow and
Paying Agent Agreement dated as of March 24, 2004 relating to the
Certificates, among the Escrow Agent, the Escrow Paying Agent, the Trustee and
the Underwriters, as the same may be amended, supplemented or otherwise
modified from time to time in accordance with its terms.


 


“Escrow Paying Agent” means the Person
acting as paying agent under the Escrow Agreement.


 


“Escrow Receipt” means the receipt
substantially in the form annexed to the Escrow Agreement representing a
fractional undivided interest in the funds held in escrow thereunder.


 


“Event of Default” means an Indenture
Default under any Indenture pursuant to which Equipment Notes held by the Trust
were issued.


 


“Exchange Act” means the United States
Securities Exchange Act of 1934, as amended from time to time, or any successor
thereto.


 


“Final Legal Distribution Date” means
June 15, 2015.


 


“Final Withdrawal” has the meaning
specified in the Escrow Agreement.


 


“Final Withdrawal Date” has the meaning
specified in the Escrow Agreement.


 


“Final Withdrawal Notice” has the
meaning specified in Section 2.02.


 


“Financing Documents” with respect to
any Equipment Note, means the Indenture and the Participation Agreement
relating to such Equipment Note.


 


“Fractional Undivided Interest” means
the fractional undivided interest in the Trust that is evidenced by a
Certificate relating to such Trust.


 


“Funding Date” has the meaning specified
in the Note Purchase Agreement.


 


“Funding Notice” has the meaning
specified in the Note Purchase Agreement.


 


“Global Certificates” means certificates
representing the Book-Entry Certificate delivered to and held by a Clearing
Agency or its nominee.


 


“Indenture” means each of the separate
trust indentures and mortgages relating to the Aircraft, each as specified or
described in a Funding Notice delivered pursuant to the Note Purchase Agreement
or the related Participation Agreement, in each case as the same may be
amended, supplemented or otherwise modified from time to time in accordance with
its terms.


 


“Indenture Default” with respect to any
Indenture, means any Event of Default (as such term is defined in such
Indenture).


 


“Intercreditor Agreement” means the
Intercreditor Agreement dated as of March 24, 2004 among the Trustee, the
Other Trustees, the Liquidity Providers, the liquidity providers relating to
the Certificates issued under (and as defined in) the Other Pass Through Trust


 


6

















 


Agreements, the Policy Provider, and Wilmington Trust Company, as
Subordination Agent and as trustee thereunder, as amended, supplemented or
otherwise modified from time to time in accordance with its terms.


 


“Investors” means the Underwriters
together with all subsequent beneficial owners of the Certificates.


 


“Issuance Date” means the date of the
original issuance of the Certificates.


 


“Letter of Representations” means, with
respect to the Certificates, an agreement between the Company, the Trustee and
the initial Clearing Agency substantially in the form attached as an exhibit
hereto, as such letter may be modified or supplemented, or any successor letter
thereto.


 


“Liquidity Facilities” means the Primary
Liquidity Facility and the Above-Cap Liquidity Facility.


 


“Liquidity Providers” means the Primary
Liquidity Provider and the Above-Cap Liquidity Provider.


 


“Loan Trustee” with respect to any
Equipment Note or the Indenture applicable thereto, means the bank or trust
company designated as trustee under such Indenture, together with any successor
to such trustee appointed pursuant thereto.


 


“Note Purchase Agreement” means the Note
Purchase Agreement dated as of March 24, 2004 among the Trustee, the Other
Trustee, the Company, the Escrow Agent, the Escrow Paying Agent and the
Subordination Agent, providing for, among other things, the purchase of
Equipment Notes by the Trustee on behalf of the Trust, as the same may be
amended, supplemented or otherwise modified from time to time, in accordance
with its terms.


 


“Notice of Purchase Withdrawal” has the
meaning specified in the Deposit Agreement.


 


“Officer’s Certificate” means a
certificate signed (a) in the case of the Company, by any Vice President
or more senior officer of the Company or, (b) in the case of a Loan
Trustee, a Responsible Officer of such Loan Trustee, as the case may be.


 


“Opinion of Counsel” means a written
opinion of legal counsel who (a) in the case of counsel for the Company
may be (i) the General Counsel of the Company, (ii) Vedder, Price,
Kaufman & Kammholz, P.C., (iii) Nixon Peabody LLP or (iv) such
other counsel designated by the Company and reasonably acceptable to the
Trustee and (b) in the case of counsel for any Loan Trustee may be such
counsel as may be designated by any of them whether or not such counsel is an
employee of any of them, and who shall be reasonably acceptable to the Trustee.


 


“Other Pass Through Trust Agreements”
means the other JetBlue Airways 2004-1 Pass Through Trust Agreements relating
to the JetBlue Airways Pass Through Trust, Series 2004-1G-2-0 and the
JetBlue Airways Pass Through Trust, Series 2004-1C-O, each dated the date
hereof.


 


7

















 


“Other Trustee” means each trustee under
the Other Pass Through Trust Agreements, and any successor or other trustee
appointed as provided therein.


 


“Other Trusts” means the JetBlue Airways
Pass Through Trust, Series 2004-1G-2-0 and JetBlue Airways Pass Through Trust,
Series 2004-1C-O each created on the date hereof.


 


“Outstanding” when used with respect to
Certificates, means, as of the date of determination, all Certificates
theretofore authenticated and delivered under this Agreement, except:


 


(i)                                     Certificates theretofore canceled by the
Registrar or delivered to the Trustee or the Registrar for cancellation;


 


(ii)                                  Certificates for which money in the full
amount required to make the final distribution with respect to such
Certificates pursuant to Section 11.01 hereof has been theretofore
deposited with the Trustee in trust for the Holders of such Certificates as
provided in Section 4.01 pending distribution of such money to such
Certificateholders pursuant to payment of such final distribution; and


 


(iii)                               Certificates in exchange for or in lieu of which other
Certificates have been authenticated and delivered pursuant to this Agreement.


 


“Participation Agreement” means each
Participation Agreement to be entered into by the Trustee pursuant to the Note
Purchase Agreement, as the same may be amended, supplemented or otherwise
modified in accordance with its terms.


 


“Paying Agent” means the paying agent
maintained and appointed for the Certificates pursuant to Section 7.12.


 


“Permitted Investments” means
obligations of the United States of America or agencies or instrumentalities
thereof for the payment of which the full faith and credit of the United States
of America is pledged, maturing in not more than 60 days after the date of
acquisition thereof or such lesser time as is required for the distribution of
any Special Payments on a Special Distribution Date.


 


“Person” means any person, including any
individual, corporation, limited liability company, partnership, joint venture,
association, joint-stock company, trust, trustee, unincorporated organization,
or government or any agency or political subdivision thereof.


 


“Policy” has the meaning specified in
the Intercreditor Agreement.


 


“Policy Provider” has the meaning
specified in the Intercreditor Agreement.


 


“Policy Provider Agreement” has the
meaning specified in the Intercreditor Agreement.


 


“Policy Provider Default” has the
meaning specified in the Intercreditor Agreement.


 


8

















 


“Pool Balance” means, as of any date,
(i) the original aggregate face amount of the Certificates less
(ii) the aggregate amount of all payments made in respect of such Certificates
other than payments made in respect of interest, Break Amount or premium
thereon or reimbursement of any costs or expenses incurred in connection
therewith.  The Pool Balance as of any
Distribution Date shall be computed after giving effect to the payment of
principal, if any, on the Equipment Notes or other Trust Property held in such
Trust and the distribution thereof to be made on such Distribution Date and the
distribution of the Final Withdrawal to be made on such Distribution Date.


 


“Pool Factor” means, as of any date, the
quotient (rounded to the seventh decimal place) computed by dividing
(i) the Pool Balance as at such date by (ii) the original aggregate
face amount of the Certificates.  The Pool
Factor as of any Distribution Date shall be computed after giving effect to the
payment of principal, if any, on the Equipment Notes or other Trust Property
and the distribution thereof to be made on such Distribution Date and the
distribution of the Final Withdrawal to be made on such Distribution Date.


 


“Primary Liquidity Facility” means,
initially, the Revolving Credit Agreement dated as of March 24, 2004
relating to the Certificates, between the Primary Liquidity Provider and the
Subordination Agent, as agent and trustee for the Trustee, and, from and after
the replacement of such Agreement pursuant to the Intercreditor Agreement, the
Replacement Primary Liquidity Facility (as defined in the Intercreditor
Agreement) therefor, if any, in each case as amended, supplemented or otherwise
modified from time to time in accordance with their respective terms.


 


“Primary Liquidity Provider” means,
initially, Landesbank Hessen-Thüringen Girozentrale or any Replacement Primary
Liquidity Provider which has issued a Replacement Primary Liquidity Facility
(each as defined in the Intercreditor Agreement) to replace the Class G-1
Primary Liquidity Facility pursuant to Section 2.7 or 3.6(e) of the
Intercreditor Agreement.


 


“Prospectus” means the prospectus dated
March 4, 2004, as supplemented by the prospectus supplement dated
March 18, 2004, relating to the offer and sale of the Certificates and the
certificates issued under the Other Pass Through Trust Agreements.


 


“PTC Event of Default” means any failure
to pay within ten Business Days of the due date thereof:  (i) the outstanding Pool Balance on the
Final Legal Distribution Date or (ii) interest due on the Certificates on
any Distribution Date (unless the Subordination Agent shall have made an
Interest Drawing or Drawings (as defined in the Intercreditor Agreement), or a
withdrawal or withdrawals pursuant to Section 3.6(f) of the Intercreditor
Agreement, with respect thereto in an aggregate amount sufficient to pay such
interest and shall have distributed such amount to the Trustee).


 


“Record Date” means (i) for
Scheduled Payments to be distributed on any Regular Distribution Date, other
than the final distribution, March 1, June 1, September 1 or
December 1 (whether or not a Business Day) immediately preceding such
Regular Distribution Date, and (ii) for Special Payments to be distributed
on any Special Distribution Date, other than the final distribution, the 15th
day (whether or not a Business Day) preceding such Special Distribution Date.


 


9

















 


“Register and Registrar” mean the
register maintained and the registrar appointed pursuant to Sections 3.04
and 7.12.


 


“Regular Distribution Date” with respect
to distributions of Scheduled Payments in respect of the Certificates, means
each date designated as a Regular Distribution Date in the Certificates issued
pursuant to this Agreement, until payment of all the Scheduled Payments to be
made under the Equipment Notes held in the Trust have been made; provided,
however, that, if any such day shall not be a Business Day, the related
distribution shall be made on the next succeeding Business Day without
additional interest.


 


“Related Pass Through Trust Agreement”
means the Pass Through Trust Agreement relating to the JetBlue Airways Pass
Through Trust, Series 2004-1G-1-S, dated the date hereof, between the Company
and the institution acting as trustee thereunder, which agreement becomes
effective upon the execution and delivery of the Assignment and Assumption
Agreement pursuant to Section 11.01.


 


“Related Trust” means the JetBlue
Airways Pass Through Trust, Series 2004-1G-1-S, formed under the Related Pass
Through Trust Agreement.


 


“Related Trustee” means the trustee
under the Related Pass Through Trust Agreement.


 


“Responsible Officer” with respect to
the Trustee and any Loan Trustee, means any officer in the Corporate Trust
Office of the Trustee, Loan Trustee or any other officer customarily performing
functions similar to those performed by the persons who at the time shall be
such officers, respectively, or to whom any corporate trust matter is referred
because of his knowledge of and familiarity with a particular subject.


 


“Scheduled Payment” with respect to any
Equipment Note, means (i) any payment of principal or interest on or in
respect of such Equipment Note (other than any such payment which is not in
fact received by the Subordination Agent within ten Business Days of the date
on which such payment is scheduled to be made) due from the obligor thereon or
(ii) any payment of interest on the Certificates with funds drawn under
any Liquidity Facility or any payment of interest on or principal of the
Certificates with funds drawn under the Policy, which payment in any such case
represents the installment of principal at the stated maturity of such
installment of principal on such Equipment Note, the payment of regularly
scheduled interest accrued on the unpaid principal amount of such Equipment
Note, or both; provided that any payment of principal, premium, if any,
or interest resulting from the redemption or purchase of any Equipment Note
shall not constitute a Scheduled Payment.


 


“SEC” means the Securities and Exchange
Commission, as from time to time constituted or created under the United States
Securities Exchange Act of 1934, as amended, or, if at any time after the execution
of this instrument such Commission is not existing and performing the duties
now assigned to it under the Trust Indenture Act, then the body performing such
duties on such date.


 


“Securities Act” means the United States
Securities Act of 1933, as amended from time to time, or any successor thereto.


 


10

















 


“Special Distribution Date” means each
date on which a Special Payment is to be distributed as specified in this
Agreement; provided, however, that, if any such day shall not be
a Business Day, the related distribution shall be made on the next succeeding
Business Day without additional interest.


 


“Special Payment” means any payment
(other than a Scheduled Payment) in respect of, or any proceeds of, any
Equipment Note or Collateral (as defined in each Indenture) or Special
Redemption Premium.


 


“Special Payments Account” means the
account or accounts created and maintained pursuant to Section 4.01(b).


 


“Special Redemption Premium” means the
premium payable by the Company in respect of the Final Withdrawal pursuant to
the Note Purchase Agreement.


 


“Subordination Agent” has the meaning
specified in the Intercreditor Agreement.


 


“Substitute Aircraft” has the meaning
specified in the Note Purchase Agreement.


 


“Tax” means all license, recording,
documentary, registration and other similar fees and all taxes, levies,
imposts, duties, charges, assessments or withholdings of any nature whatsoever
imposed by any Taxing Authority, together with any penalties, additions to tax,
fines or interest thereon or additions thereto.


 


“Taxing Authority” means any federal,
state or local government or other taxing authority in the United States, any
foreign government or any political subdivision or taxing authority thereof,
any international taxing authority or any territory or possession of the United
States or any taxing authority thereof.


 


“Transfer Date” has the meaning
specified in Section 11.01.


 


“Triggering Event” has the meaning
assigned to such term in the Intercreditor Agreement.


 


“Trust” means the trust created by this
Agreement, the estate of which consists of the Trust Property.


 


“Trust Indenture Act” means the United
States Trust Indenture Act of 1939, as amended from time to time, or any
successor thereto.


 


“Trust Property” means (i) the
Equipment Notes held as the property of the Trust and, subject to the
Intercreditor Agreement, all monies at any time paid thereon and all monies due
and to become due thereunder, (ii) funds from time to time deposited in
the Certificate Account and the Special Payments Account and, subject to the
Intercreditor Agreement, any proceeds from the sale by the Trustee pursuant to
Article VI hereof of any Equipment Note and (iii) all rights of the
Trust and the Trustee, on behalf of the Trust, under the Intercreditor
Agreement, the Escrow Agreement, the Note Purchase Agreement, the Policy and
the Liquidity Facilities, including, without limitation, all rights to receive
certain payments thereunder, and all monies


 


11

















 


paid to the Trustee on behalf of the Trust pursuant to the
Intercreditor Agreement, the Policy or the Liquidity Facilities, provided
that rights with respect to the Deposits or under the Escrow Agreement, except
for the right to direct withdrawals for the purchase of Equipment Notes to be
held herein, will not constitute Trust Property.


 


“Trustee” means Wilmington Trust
Company, or its successor in interest, and any successor or other trustee
appointed as provided herein.


 


“Trustee’s Liens” has the meaning
specified in Section 7.17.


 


“Underwriters” means the several
underwriters listed as such in the Underwriting Agreement.


 


“Underwriting Agreement” means the
Underwriting Agreement dated March 18, 2004 among the Underwriters and the
Company, as the same may be amended, supplemented or otherwise modified from
time to time in accordance with its terms.


 


“Unindemnified Tax” means (i) any
Tax imposed on the net income, net worth or capital, or any franchise Tax or
similar doing business Tax, of the Pass Through Trustee, (ii) any
withholding Tax imposed by the United States (including, without limitation,
any withholding Tax imposed by the United States which is imposed or increased
as a result of the Pass Through Trustee failing to deliver to the Company any
certificate or document necessary to establish that payments under this
Agreement are exempt from withholding Tax), and (iii) any Avoidable Tax.


 


Section 1.02.                         Compliance Certificates and Opinions.  Upon any
application or request (except with respect to matters set forth in
Article II) by the Company, any Loan Trustee to the Trustee to take any
action under any provision of this Agreement, the Company, such Loan Trustee,
as the case may be, shall furnish to the Trustee (i) an Officer’s
Certificate stating that, in the opinion of the signers, all conditions
precedent, if any, provided for in this Agreement relating to the proposed
action have been complied with and (ii) an Opinion of Counsel stating that
in the opinion of such counsel all such conditions precedent, if any, have been
complied with, except that in the case of any such application or request as to
which the furnishing of such documents is specifically required by any
provision of this Agreement relating to such particular application or request,
no additional certificate or opinion need be furnished.


 


Every certificate or
opinion with respect to compliance with a condition or covenant provided for in
this Agreement (other than a certificate provided pursuant to
Section 8.04(d)) shall include:


 


(1)                                  a statement that each individual signing
such certificate or opinion has read such covenant or condition and the
definitions in this Agreement relating thereto;


 


(2)                                  a brief statement as to the nature and
scope of the examination or investigation upon which the statements or opinions
contained in such certificate or opinion are based;


 


12

















 


(3)                                  a statement that, in the opinion of each
such individual, he has made such examination or investigation as is necessary
to enable him to express an informed opinion as to whether or not such covenant
or condition has been complied with; and


 


(4)                                  a statement as to whether, in the opinion
of each such individual, such condition or covenant has been complied with.


 


Section 1.03.                         Form of Documents Delivered to Trustee.  In any case
where several matters are required to be certified by, or covered by an opinion
of, any specified Person, it is not necessary that all such matters be
certified by, or covered by the opinion of, only one such Person, or that they
be so certified or covered by only one document, but one such Person may
certify or give an opinion with respect to some matters and one or more other
such Persons as to other matters and any such Person may certify or give an
opinion as to such matters in one or several documents.


 


Where any Person is
required to make, give or execute two or more applications, requests, consents,
certificates, statements, opinions or other instruments under this Agreement
or, in respect of the Certificates, this Agreement, they may, but need not, be
consolidated and form one instrument.


 


Section 1.04.                         Directions of Certificateholders.  (a) Any
direction, consent, request, demand, authorization, notice, waiver or other
action provided by this Agreement to be given or taken by Certificateholders (a
“Direction”)
may be embodied in and evidenced by one or more instruments of substantially
similar tenor signed by such Certificateholders in person or by an agent or
proxy duly appointed in writing; and, except as herein otherwise expressly
provided, such action shall become effective when such instrument or
instruments are delivered to the Trustee and, where it is hereby expressly
required pursuant to this Agreement, to the Company or any Loan Trustee.  Proof of execution of any such instrument or
of a writing appointing any such agent or proxy shall be sufficient for any
purpose of this Agreement and conclusive in favor of the Trustee, the Company
and any Loan Trustee, if made in the manner provided in this Section.


 


(b)                                 The fact and date of the execution by any
Person of any such instrument or writing may be proved by the certificate of
any notary public or other officer of any jurisdiction authorized to take
acknowledgments of deeds or administer oaths that the Person executing such
instrument acknowledged to him the execution thereof, or by an affidavit of a
witness to such execution sworn to before any such notary or such other officer
and where such execution is by an officer of a corporation or association or a
member of a partnership, on behalf of such corporation, association or
partnership, such certificate or affidavit shall also constitute sufficient
proof of his authority.  The fact and
date of the execution of any such instrument or writing, or the authority of
the Person executing the same, may also be proved in any other reasonable
manner which the Trustee deems sufficient.


 


(c)                                  In determining whether the
Certificateholders of the requisite Fractional Undivided Interests of
Certificates Outstanding have given any Direction under this Agreement,
Certificates owned by the Company or any Affiliate thereof shall be disregarded
and deemed not


 


13

















 


to be Outstanding for purposes of any such determination.  In determining whether the Trustee shall be
protected in relying upon any such Direction, only Certificates which the
Trustee knows to be so owned shall be so disregarded.  Notwithstanding the foregoing, (i) if any such Person owns
100% of the Certificates Outstanding, such Certificates shall not be so
disregarded, and (ii) if any amount of Certificates so owned by any such
Person have been pledged in good faith, such Certificates shall not be
disregarded if the pledgee establishes to the satisfaction of the Trustee the
pledgee’s right so to act with respect to such Certificates and that the
pledgee is not the Company or any Affiliate thereof.


 


(d)                                 For all purposes of this Agreement, all
Certificates shall vote and take all other actions of Certificateholders
together as one series of Certificates.


 


(e)                                  The Company may at its option, by
delivery of an Officer’s Certificate to the Trustee, set a record date to
determine the Certificateholders entitled to give any Direction.  Notwithstanding Section 316(c) of the
Trust Indenture Act, such record date shall be the record date specified in
such Officer’s Certificate, which shall be a date not more than 30 days prior
to the first solicitation of Certificateholders in connection therewith.  If such a record date is fixed, such
Direction may be given before or after such record date, but only the
Certificateholders of record at the close of business on such record date shall
be deemed to be Certificateholders for the purposes of determining whether
Certificateholders of the requisite proportion of Outstanding Certificates have
authorized or agreed or consented to such Direction, and for that purpose the
Outstanding Certificates shall be computed as of such record date; provided
that no such Direction by the Certificateholders on such record date shall be
deemed effective unless it shall become effective pursuant to the provisions of
this Agreement not later than one year after such record date.


 


(f)                                    Any Direction by the Holder of any Certificate
shall bind the Holder of every Certificate issued upon the transfer thereof or
in exchange therefor or in lieu thereof, whether or not notation of such
Direction is made upon such Certificate.


 


(g)                                 Except as otherwise provided in
Section 1.04(c), Certificates owned by or pledged to any Person shall have
an equal and proportionate benefit under the provisions of this Agreement,
without preference, priority or distinction as among all of the Certificates.


 


ARTICLE II



ORIGINAL ISSUANCE OF CERTIFICATES;

ACQUISITION OF EQUIPMENT NOTES


 


Section 2.01.                         Issuance of Certificates; Acquisition of Equipment Notes. 
(a) The Trustee is hereby directed (i) to execute and deliver the
Intercreditor Agreement, the Escrow Agreement, the Policy Provider Agreement
and the Note Purchase Agreement on or prior to the Issuance Date, each in the
form delivered to the Trustee by the Company and (ii) subject to the
respective terms thereof, to perform its obligations thereunder.  Upon request of the Company and the
satisfaction or waiver of the closing conditions specified in the Underwriting
Agreement, the Trustee shall execute, deliver, authenticate, issue and sell
Certificates in authorized denominations equaling in the aggregate the amount
set forth, with respect to the Trust, in


 


14

















 


Schedule II to the Underwriting Agreement evidencing the entire
ownership interest in the Trust, which amount equals the maximum aggregate
principal amount of Equipment Notes which may be purchased by the Trustee
pursuant to the Note Purchase Agreement. 
Except as provided in Sections 3.04, 3.05, 3.07 and 3.10 hereof,
the Trustee shall not execute, authenticate or deliver Certificates in excess
of the aggregate amount specified in this paragraph.


 


(b)                                 On or after the Issuance Date, the
Company may deliver from time to time to the Trustee a Funding Notice relating
to one or more Equipment Notes.  After
receipt of a Funding Notice and in any case no later than one Business Day
prior to a Funding Date as to which such Funding Notice relates (the “Applicable Funding Date”) (or, if the
Issuance Date is an Applicable Funding Date, on the Issuance Date), the Trustee
shall (as and when specified in the Funding Notice) instruct the Escrow Agent
to provide a Notice of Purchase Withdrawal to the Depositary requesting
(A) the withdrawal of one or more Deposits on the Applicable Funding Date
in accordance with and to the extent permitted by the terms of the Escrow
Agreement and the Deposit Agreement and (B) the payment of all, or a
portion, of such Deposit or Deposits in an amount equal in the aggregate to the
purchase price of such Equipment Notes to or on behalf of the Company, as the
case may be, issuing such Equipment Notes, all as shall be described in the Funding
Notice; provided that, if the Issuance Date is an Applicable Funding
Date, such purchase price shall be paid from a portion of the proceeds of the
sale of the Certificates.  The Trustee
shall (as and when specified in such Funding Notice), subject to the conditions
set forth in Section 2 of the Note Purchase Agreement, enter into and
perform its obligations under the Participation Agreement specified in such
Funding Notice (the “Applicable Participation
Agreement”) and cause such certificates, documents and legal
opinions relating to the Trustee to be duly delivered as required by the
Applicable Participation Agreement.  If
at any time prior to the Applicable Funding Date, the Trustee receives a notice
of postponement pursuant to Section 1(d) of the Note Purchase Agreement,
then the Trustee shall give the Depositary (with a copy to the Escrow Agent) a
notice of cancellation of such Notice of Purchase Withdrawal relating to such
Deposit or Deposits on such Applicable Funding Date.  Upon satisfaction of the conditions specified in the Note
Purchase Agreement and the Applicable Participation Agreement, the Trustee
shall purchase the applicable Equipment Notes with the proceeds of the
withdrawals of one or more Deposits made on the Applicable Funding Date in accordance
with the terms of the Deposit Agreement and the Escrow Agreement (or, if the
Issuance Date is the Applicable Funding Date with respect to such Applicable
Participation Agreement, from a portion of the proceeds of the sale of the
Certificates).  The purchase price of
such Equipment Notes shall equal the principal amount of such Equipment
Notes.  Amounts withdrawn from such
Deposit or Deposits in excess of the purchase price of the Equipment Notes or
to the extent not applied on the Applicable Funding Date to the purchase price
of the Equipment Notes, shall be re-deposited by the Trustee with the
Depositary on the Applicable Funding Date in accordance with the terms of the
Deposit Agreement.


 


Section 2.02.                         Withdrawal
of Deposits. 
If any Deposits remain outstanding on the Business Day next succeeding
the Cut-Off Date, (i) (A) the Trustee shall give the Escrow Agent notice
that the Trustee’s obligation to purchase Equipment Notes under the Note
Purchase Agreement has terminated and instruct the Escrow Agent to provide a
notice of Final Withdrawal to the Depositary substantially in the form of
Exhibit B to the Deposit Agreement (the “Final
Withdrawal Notice”) and (B) the Trustee will make a demand upon
the Company under the


 


15

















 


Note Purchase Agreement for an amount equal to the Special Redemption
Premium, if applicable, such payment to be made on the Final Withdrawal Date.


 


Section 2.03.                         Acceptance
by Trustee. 
The Trustee, upon the execution and delivery of this Agreement,
acknowledges its acceptance of all right, title and interest in and to the
Trust Property and declares that the Trustee holds and will hold such right,
title and interest for the benefit of all then present and future
Certificateholders, upon the trusts herein set forth.  Subject to Section 7.14, the Trustee shall take all actions
reasonably necessary to effect the registration of all such Equipment Notes in
the name of the Subordination Agent.  By
its payment for and acceptance of each Certificate issued to it under this
Agreement, each Certificateholder as grantor of the Trust thereby joins in the
creation and declaration of the Trust.


 


Section 2.04.                         Limitation
of Powers. 
The Trust is constituted solely for the purpose of making the investment
in the Equipment Notes, and, except as set forth herein, the Trustee shall not
be authorized or empowered to acquire any other investments or engage in any
other activities including without limitation purchasing any Equipment Note
issued in connection with the redemption of outstanding Equipment Notes under
any Indenture and, in particular, the Trustee shall not be authorized or
empowered to do anything that would cause such Trust to fail to qualify as a
“grantor trust” for federal income tax purposes (including as subject to this
restriction, acquiring any Aircraft (as defined in the respective Indentures)
by bidding such Equipment Notes or otherwise, or taking any action with respect
to any such Aircraft once acquired).


 


ARTICLE III



THE CERTIFICATES


 


Section 3.01.                         Title, Form, Denomination and Execution of Certificates. 
(a)  Each Certificate will
represent a Fractional Undivided Interest in the Trust, shall be issued in
fully registered form without coupons and shall be substantially in the form
set forth as Exhibit A hereto, with such appropriate insertions,
omissions, substitutions and other variations as are required or permitted by
this Agreement and may have such letters, numbers or other marks of
identification and such legends or endorsements placed thereon as may be
required to comply with the rules of any securities exchange or as may,
consistently herewith, be determined by the Trustee or the officers executing
such Certificates, as evidenced by the Trustee’s or officer’s execution of the
Certificates (provided that such letters, numbers or other marks of
identification and such legends or endorsements are in a form acceptable to the
Company).  Any portion of the text of
any Certificate may be set forth on the reverse thereof, with an appropriate
reference thereto on the face of the Certificate.  At the Escrow Agent’s request under the Escrow Agreement, the
Trustee shall affix the corresponding Escrow Receipt to each Certificate.  In any event, any transfer or exchange of
any Certificate shall also effect a transfer or exchange of the related Escrow
Receipt.  Prior to the Final Withdrawal
Date, no transfer or exchange of any Certificate shall be permitted unless the
Corresponding Escrow Receipt is attached thereto and also is so transferred or
exchanged.  By acceptance of any
Certificate to which an Escrow Receipt is attached, each Holder of such a
Certificate acknowledges and accepts the restrictions on transfer of the Escrow
Receipt set forth herein and in the Escrow Agreement.


 


16

















 


(b)                                 The Certificates shall be issued only in
fully registered form without coupons and only in minimum denominations of
$1,000 and integral multiples of $1,000 in excess thereof, except that one
Certificate may be issued in a different denomination.  Each Certificate shall be dated the date of
its authentication.  The aggregate
Fractional Undivided Interest of Certificates shall not at any time exceed
$119,110,000.


 


(c)                                  The Certificates shall be in registered
form and shall be typed, printed, lithographed or engraved or produced by any
combination of these methods or may be produced in any other manner, all as
determined by the officers executing such Certificates, as evidenced by their
execution of such Certificates.


 


Section 3.02.                         Restrictive
Legends. 
Each Global Certificate shall bear the following legend on the face
thereof:


 


UNLESS
THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE TRUSTEE OR ITS AGENT FOR
REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IN
EXCHANGE FOR THIS CERTIFICATE IS REGISTERED IN THE NAME OF CEDE & CO.
OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC
(AND ANY PAYMENT HEREON IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY
AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE
OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL
INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.


 


TRANSFERS
OF THIS CERTIFICATE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO
NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE AND
TRANSFERS OF PORTIONS OF THIS CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN
ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN SECTION 3.05 OF THE PASS
THROUGH TRUST AGREEMENT REFERRED TO HEREIN.


 


Section 3.03.                         Authentication of Certificates.  (a) On the
Issuance Date, the Trustee shall duly execute, authenticate and deliver
Certificates in authorized denominations equaling in the aggregate the amount
set forth, with respect to the Trust, in Schedule II to the Underwriting
Agreement, evidencing the entire ownership of the Trust, which amount equals the
maximum aggregate principal amount of Equipment Notes which may be purchased by
the Trustee pursuant to the Note Purchase Agreement.


 


(b)                                 No Certificate shall be entitled to any
benefit under this Agreement or be valid or obligatory for any purpose, unless
there appears on such Certificate a certificate of authentication substantially
in the form provided for herein executed by the Trustee by the manual signature
of one of its authorized signatories, and such certificate upon any Certificate


 


17

















 


shall be conclusive evidence, and the only evidence, that such
Certificate has been duly authenticated and delivered hereunder.


 


(c)                                  Certificates bearing the manual or
facsimile signature of an individual who was, at the time when such signature
was affixed, authorized to sign on behalf of the Trustee shall be valid and
binding obligations of the Trust notwithstanding that such individual has
ceased to be so authorized prior to the authentication and delivery of such
Certificates or did not hold such office on the date of such Certificates.


 


Section 3.04.                         Transfer
and Exchange. 
The Trustee shall cause to be kept at the office or agency to be
maintained by it in accordance with the provisions of Section 7.12 a
register (the “Register”) of the
Certificates in which, subject to such reasonable regulations as it may
prescribe, the Trustee shall provide for the registration of such Certificates
and of transfers and exchanges of such Certificates as herein provided.  The Trustee shall initially be the registrar
(the “Registrar”) for the purpose
of registering such Certificates and transfers and exchanges of such
Certificates as herein provided.  The
Company, upon notice to the Trustee, may change the Registrar at any time.


 


All Certificates issued
upon any registration of transfer or exchange of Certificates shall be valid
obligations of the Trust, evidencing the same interest therein, and entitled to
the same benefits under this Trust Agreement, as the Certificates surrendered
upon such registration of transfer or exchange.


 


A Certificateholder may
transfer a Certificate, or request that a Certificate be exchanged for
Certificates in an aggregate Fractional Undivided Interest equal to the
Fractional Undivided Interest of such Certificate surrendered for exchange of
other authorized denominations, by surrender of such Certificate to the Trustee
with the form of transfer notice thereon duly completed and executed, and
otherwise complying with the terms of this Agreement, including providing
evidence of compliance with any restrictions on transfer, in form satisfactory
to the Trustee and the Registrar.  No
such transfer shall be effected until, and such transferee shall succeed to the
rights of a Certificateholder only upon, final acceptance and registration of
the transfer by the Registrar in the Register. 
Prior to the registration of any transfer by a Certificateholder as
provided herein, the Trustee shall treat the person in whose name the Certificate
is registered as the owner thereof for all purposes, and the Trustee shall not
be affected by notice to the contrary. 
Furthermore, DTC shall, by acceptance of a Global Certificate, agree
that transfers of beneficial interests in such Global Certificate may be
effected only through a book-entry system maintained by DTC (or its agent) and
that ownership of a beneficial interest in the Certificate shall be required to
be reflected in a book entry.  When
Certificates are presented to the Registrar with a request to register the
transfer thereof or to exchange them for other authorized denominations of a
Certificate in a Fractional Undivided Interest equal to the aggregate
Fractional Undivided Interest of Certificates surrendered for exchange, the
Registrar shall register the transfer or make the exchange as requested if its
requirements for such transactions are met.


 


To permit registrations
of transfers and exchanges in accordance with the terms, conditions and
restrictions hereof, the Trustee shall execute and authenticate Certificates at
the Registrar’s request.  No service
charge shall be made to a Certificateholder for any registration of


 


18

















 


transfer or exchange of Certificates, but the Trustee shall require
payment of a sum sufficient to cover any tax or governmental charge that may be
imposed in connection with any transfer or exchange of Certificates.  All Certificates surrendered for
registration of transfer or exchange shall be canceled and subsequently
destroyed by the Trustee.


 


Section 3.05.                         Global, Book-Entry and Definitive Certificates. 
(a)   Except for one
Certificate that may be issued in a denomination of other than an even multiple
of $1,000, except as provided in the following sentence, the Certificates may
be issued at the option of the Company in the form of one or more typewritten
Global Certificates representing the Book-Entry Certificates of such class, to
be delivered to DTC, the initial Clearing Agency, by the Trustee on behalf of
the related Trust.  In the case of the
issuance of Global Certificates, such Global Certificates delivered to DTC
shall initially be registered on the Register in the name of Cede &
Co., the nominee of the initial Clearing Agency, and no Certificate Owner will
receive a definitive certificate representing such Certificate Owner’s interest
in the Certificates, except as provided in Subsection (d) below. As to
Global Certificates, unless and until definitive, fully registered Certificates
(the “Definitive Certificates”)
have been issued pursuant to Subsection (d) below:


 


(i)                                     the provisions of this Section 3.05
shall be in full force and effect;


 


(ii)                                  the Company, the Paying Agent, the
Registrar and the Trustee  may deal with
the Clearing Agency for all purposes (including the making of distributions on
the Global Certificates);


 


(iii)                               to the extent that the provisions of this
Section 3.05 conflict with any other provisions of this Agreement, the
provisions of this Section 3.05 shall control;


 


(iv)                              the rights of Certificate Owners shall be
exercised only through the Clearing Agency and shall be limited to those
established by law and agreements between such Certificate Owners and the
Clearing Agency and/or the Clearing Agency Participants; and until Definitive
Certificates are issued pursuant to Subsection (d) below, the Clearing
Agency will make book-entry transfers in respect of the Book-Entry Certificates
among the Clearing Agency Participants and receive and transmit distributions
of principal, interest and premium, if any, on the Global Certificates to such
Clearing Agency Participants;


 


(v)                                 Global Certificates may be transferred in
whole, but not in part, and in the manner provided in Section 3.04, by the
Clearing Agency holding such  Global
Certificates to a nominee of such Clearing Agency, or by such Clearing Agency
to a successor Clearing Agency that has been selected or approved by the
Company or to a nominee of such successor Clearing Agency; and


 


(vi)                              whenever this Agreement requires or
permits actions to be taken based upon instructions or directions of
Certificateholders evidencing a specified percentage of the Fractional
Undivided Interests in the Trust, the Clearing Agency shall be deemed to
represent such percentage only to the extent that it has received instructions
to such effect from Clearing Agency Participants owning or representing,
respectively,


 


19

















 


such required percentage of the Book-Entry Certificates and has
delivered such instructions to the Trustee. Neither the Company nor the Trustee
shall have any obligation to determine whether the Clearing Agency has in fact
received any such instructions.


 


(b)                                 Whenever notice or other communication to
the Certificateholders is required under this Agreement, unless and until
Definitive Certificates shall have been issued pursuant to Subsection (d)
below, the Trustee shall give all such notices and communications specified
herein to be given to Certificateholders to the Clearing Agency.


 


(c)                                  The Trustee shall enter into the
applicable Letter of Representations with respect to the Global Certificates
and fulfill its responsibilities thereunder.


 


(d)                                 If with respect to the Global
Certificates (i) the Company advises the Trustee in writing that the
Clearing Agency that holds such Global Certificates is no longer willing or
able to discharge properly its responsibilities and the Trustee or the Company
is unable to locate a qualified successor, (ii) the Company, at its
option, advises the Trustee in writing that it elects to terminate the book-entry
system through the Clearing Agency or (iii) after the occurrence of an
Event of Default, Certificate Owners of Book-Entry Certificates evidencing
Fractional Undivided Interests aggregating not less than a majority in interest
in the Trust, by Act of such Certificate Owners delivered to the Company and
the Trustee, advise the Company, the Trustee and the Clearing Agency through
the Clearing Agency Participants in writing that the continuation of a
book-entry system through the Clearing Agency Participants is no longer in the
best interests of the Certificate Owners, then the Trustee shall notify all
Certificate Owners, through the Clearing Agency, of the occurrence of any such
event and of the availability of Definitive Certificates. Upon surrender to the
Trustee of all the Global Certificates held by the Clearing Agency, accompanied
by registration instructions from the Clearing Agency Participants for
registration of Definitive Certificates in the names of Certificate Owners, the
Trustee shall issue and deliver the Definitive Certificates in accordance with
the instructions of the Clearing Agency. Neither the Company, the Registrar,
the Paying Agent nor the Trustee shall be liable for any delay in delivery of
such instructions and may conclusively rely on, and shall be protected in
relying on, such registration instructions. Upon the issuance of Definitive
Certificates, the Trustee shall recognize the Persons in whose names the
Definitive Certificates are registered in the Register as Certificateholders
hereunder. Neither the Company nor the Trustee shall be liable if the Trustee
or the Company is unable to locate a qualified successor Clearing Agency.


 


(e)                                  Until such time as no Certificates remain
Outstanding, the Registrar shall retain copies of all letters, notices and
other written communications received pursuant to this Section 3.05.  The Trustee, if not the Registrar at such
time, shall have the right to inspect and make copies of all such letters,
notices or other written communications at any reasonable time upon the giving
of reasonable written notice to the Registrar.


 


Section 3.06.                         [Intentionally
Omitted.]


 


Section 3.07.                         Mutilated, Destroyed, Lost or Stolen Certificates.  If
(a) any mutilated Certificate is surrendered to the Registrar or the
Registrar receives evidence to its satisfaction of


 


20

















 


the destruction, loss or theft of any Certificate and (b) there is
delivered to the Registrar and the Trustee such security, indemnity or bond, as
may be required by them to save each of them harmless, then, in the absence of
notice to the Registrar or the Trustee that such destroyed, lost or stolen
Certificate has been acquired by a protected purchaser, and provided that the
requirements of Section 8-405 of the Uniform Commercial Code in effect in
any applicable jurisdiction are met, the Trustee shall execute, authenticate
and deliver, in exchange for or in lieu of any such mutilated, destroyed, lost
or stolen Certificate, a new Certificate or Certificates, in authorized
denominations and of like Fractional Undivided Interest and bearing a number
not contemporaneously outstanding.


 


In connection with the
issuance of any new Certificate under this Section 3.07, the Trustee 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 Trustee and the Registrar) connected
therewith.


 


Any duplicate Certificate
issued pursuant to this Section 3.07 shall constitute conclusive evidence
of the appropriate Fractional Undivided Interest in the Trust, as if originally
issued, whether or not the lost, stolen or destroyed Certificate 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 Certificates.


 


Section 3.08.                         Persons
Deemed Owners. 
Prior to due presentment of a Certificate for registration of transfer,
the Trustee, the Registrar and any Paying Agent may treat the Person in whose
name any Certificate is registered (as of the day of determination) as the
owner of such Certificate for the purpose of receiving distributions pursuant
to Article IV and for all other purposes whatsoever, and none of the
Trustee, the Registrar or any Paying Agent shall be affected by any notice to
the contrary.


 


Section 3.09.                         Cancellation.  All
Certificates surrendered for payment or transfer or exchange shall, if
surrendered to the Trustee or any agent of the Trustee other than the
Registrar, be delivered to the Registrar for cancellation and shall promptly be
canceled by it.  No Certificates shall
be authenticated in lieu of or in exchange for any Certificates canceled as
provided in this Section, except as expressly permitted by this Agreement.  All canceled Certificates held by the
Registrar shall be destroyed and a certification of their destruction delivered
to the Trustee.


 


Section 3.10.                         Temporary
Certificates. 
Until definitive Certificates are ready for delivery, the Trustee shall
authenticate temporary Certificates. 
Temporary Certificates shall be substantially in the form of definitive
Certificates but may have insertions, substitutions, omissions and other
variations determined to be appropriate by the officers executing the temporary
Certificates, as evidenced by their execution of such temporary
Certificates.  If temporary Certificates
are issued, the Trustee will cause definitive Certificates to be prepared
without unreasonable delay.  After the
preparation of definitive Certificates, the temporary Certificates shall be
exchangeable for definitive Certificates upon surrender of the temporary Certificates
at the office or agency of the Trustee designated for such purpose pursuant to


 


21

















 


Section 7.12, without charge to the Certificateholder.  Upon surrender for cancellation of any one
or more temporary Certificates, the Trustee shall execute, authenticate and
deliver in exchange therefor a like face amount of definitive Certificates of
authorized denominations.  Until so
exchanged, the temporary Certificates shall be entitled to the same benefits
under this Agreement as definitive Certificates.


 


Section 3.11.                         Limitation of Liability for Payments.  All payments
and distributions made to Certificateholders in respect of the Certificates
shall be made only from the Trust Property and only to the extent that the
Trustee shall have sufficient income or proceeds from the Trust Property to
make such payments in accordance with the terms of Article IV of this
Agreement.  Each Certificateholder, by
its acceptance of a Certificate, agrees that it will look solely to the income
and proceeds from the Trust Property for any payment or distribution due to
such Certificateholder pursuant to the terms of this Agreement and that it will
not have any recourse to the Company, the Trustee, the Loan Trustees, the
Liquidity Providers or the Policy Provider, except as otherwise expressly
provided herein or in the Intercreditor Agreement.


 


The Company is a party to
this Agreement solely for purposes of meeting the requirements of the Trust
Indenture Act, and therefore shall not have any right, obligation or liability
hereunder (except as otherwise expressly provided herein).


 


Section 3.12.                         ERISA Legend.  All Certificates issued
pursuant to this Agreement shall bear a legend to the following effect (the “ERISA Legend”) unless the Company and the
Trustee determine otherwise consistent with applicable law:


 


“BY
ITS ACQUISITION HEREOF, THE HOLDER REPRESENTS THAT (A) NO PLAN ASSETS HAVE
BEEN USED TO PURCHASE THIS CERTIFICATE OR AN INTEREST HEREIN OR (B) THE
PURCHASE AND HOLDING OF THIS CERTIFICATE OR AN INTEREST HEREIN IS EXEMPT FROM
THE PROHIBITED TRANSACTION RESTRICTIONS OF ERISA AND THE CODE PURSUANT TO ONE
OR MORE PROHIBITED TRANSACTION STATUTORY OR ADMINISTRATIVE EXEMPTIONS.  THE PASS THROUGH TRUST AGREEMENT CONTAINS A
PROVISION REQUIRING THE TRUSTEE TO REFUSE TO REGISTER ANY TRANSFER OF THIS
CERTIFICATE IN VIOLATION OF THE FOREGOING RESTRICTIONS.”


 


By acceptance of any
Certificate bearing the ERISA Legend, each Holder of such a Certificate
acknowledges the restrictions on transfer of such Certificate set forth in this
Agreement and agrees that it will transfer such Certificate only as provided in
this Agreement.  The Trustee shall not
register a transfer of any Certificate unless such transfer complies with the
restrictions on transfer, if any, of such Certificate set forth in such legend.


 


22

















 


ARTICLE IV



DISTRIBUTIONS; STATEMENTS TO

CERTIFICATEHOLDERS


 


Section 4.01.                         Certificate Account and Special Payments Account.  (a) The
Trustee shall establish and maintain on behalf of the Certificateholders a
Certificate Account as one or more non-interest-bearing accounts.  The Trustee shall hold the Certificate
Account in trust for the benefit of the Certificateholders, and shall make or
permit withdrawals therefrom only as provided in this Agreement.  On each day when a Scheduled Payment is made
to the Trustee under the Intercreditor Agreement, the Trustee upon receipt
thereof shall immediately deposit the aggregate amount of such Scheduled Payment
in the Certificate Account.


 


(b)                                 The Trustee shall establish and maintain
on behalf of the Certificateholders a Special Payments Account as one or more
accounts, which shall be non-interest bearing except as provided in
Section 4.04.  The Trustee shall
hold the Special Payments Account in trust for the benefit of the
Certificateholders and shall make or permit withdrawals therefrom only as
provided in this Agreement.  On each day
when one or more Special Payments are made to the Trustee under the Intercreditor
Agreement and upon the payment of the Special Redemption Premium to the Trustee
under the Note Purchase Agreement, the Trustee, upon receipt thereof, shall
immediately deposit the aggregate amount of such Special Payments in the
Special Payments Account.


 


(c)                                  The Trustee shall cause the Subordination
Agent to present to the related Loan Trustee of each Equipment Note such
Equipment Note on the date of its stated final maturity or, in the case of any
Equipment Note which is to be redeemed in whole pursuant to the related
Indenture, on the applicable redemption date under such Indenture.


 


Section 4.02.                         Distributions from Certificate Account and Special Payments Account. 
(a) On each Regular Distribution Date or as soon thereafter as the
Trustee has confirmed receipt of the payment of all or any part of the
Scheduled Payments due on such date, the Trustee shall distribute out of the
Certificate Account the entire amount deposited therein pursuant to
Section 4.01(a).  There shall be so
distributed to each Certificateholder of record on the Record Date with respect
to such Regular Distribution Date (other than as provided in Section 11.01
concerning the final distribution) by check mailed to such Certificateholder,
at the address appearing in the Register, such Certificateholder’s pro rata share
(based on the Fractional Undivided Interest in the Trust held by such
Certificateholder) of the total amount in the Certificate Account, except that,
with respect to Certificates registered on the Record Date in the name of Cede
& Co., as nominee for DTC, such distribution shall be made by wire transfer
in immediately available funds to the account designated by DTC.


 


(b)                                 On each Special Distribution Date with
respect to any Special Payment or as soon thereafter as the Trustee has
confirmed receipt of any Special Payments due on the Equipment Notes held in
the related Trust or realized upon the sale of such Equipment Notes or receipt
of the Special Redemption Premium, the Trustee shall distribute out of the
Special Payments Account the entire amount of such Special Payment deposited
therein pursuant to Section 4.01(b). 
There shall be so distributed to each Certificateholder of record on the
Record


 


23

















 


Date with respect to such Special Distribution Date (other than as
provided in Section 11.01 concerning the final distribution) by check
mailed to such Certificateholder, at the address appearing in the Register,
such Certificateholder’s pro rata share (based on the Fractional Undivided
Interest in the Trust held by such Certificateholder) of the total amount in
the Special Payments Account on account of such Special Payment, except that,
with respect to Certificates registered on the Record Date in the name of Cede
& Co., as nominee for DTC, such distribution shall be made by wire transfer
in immediately available funds to the account designated by DTC.


 


(c)                                  The Trustee shall cause notice of each
Special Payment to be mailed to each Certificateholder at his address as it
appears in the Register.  In the event
of redemption or purchase of Equipment Notes held in the Trust, such notice
shall be mailed not less than 20 days prior to the Special Distribution Date
for the Special Payment resulting from such redemption or purchase, which
Special Distribution Date shall be the date of such redemption or
purchase.  In the event of the payment
of a Special Redemption Premium by the Company to the Trustee under the Note
Purchase Agreement, such notice shall be mailed, together with the notice by
the Escrow Paying Agent under Section 2.06 of the Escrow Agreement, not
less than 20 days prior to the Special Distribution Date for such amount, which
Special Distribution Date shall be the Final Withdrawal Date.  In the case of distributions pursuant to
Section 3.7(c) or Section 3.7(e) of the Intercreditor Agreement, the
Trustee will mail notice to the Certificateholders stating the Special
Distribution Date, the related Record Date, the amount of such distribution and
the reason for such distribution.  In
the case of any other Special Payments, such notice shall be mailed as soon as
practicable after the Trustee has confirmed that it has received funds for such
Special Payment, stating the Special Distribution Date for such Special Payment
which shall occur not less than 20 days after the date of such notice and as
soon as practicable thereafter.  Notices
mailed by the Trustee shall set forth:


 


(i)                                     the Special Distribution Date and the
Record Date therefor (except as otherwise provided in Section 11.01),


 


(ii)                                  the amount of the Special Payment for
each $1,000 face amount Certificate and the amount thereof constituting
principal, premium, if any, and interest,


 


(iii)                               the reason for the Special Payment, and


 


(iv)                              if the Special Distribution 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.


 


If
the amount of (i) premium, if any, payable upon the redemption or purchase
of an Equipment Note or (ii) the Special Redemption Premium, if any, has
not been calculated at the time that the Trustee mails notice of a Special
Payment, it shall be sufficient if the notice sets forth the other amounts to
be distributed and states that any premium received will also be distributed.


 


If any redemption of the
Equipment Notes held in the Trust is canceled, the Trustee, as soon as possible
after learning thereof, shall cause notice thereof to be mailed to each
Certificateholder at its address as it appears on the Register.


 


24

















 


Section 4.03.                         Statements to Certificateholders.  (a) On
each Distribution Date, the Trustee will include with each distribution to
Certificateholders of a Scheduled Payment or Special Payment, as the case may
be, a statement setting forth the information provided below (in the case of a
Special Payment, including any Special Redemption Premium, reflecting in part
the information provided by the Escrow Paying Agent under the Escrow
Agreement).  Such statement shall set
forth (per $1,000 face amount Certificate as to (ii), (iii), (iv) and (v)
below) the following information:


 


(i)                                     the aggregate amount of funds distributed
on such Distribution Date hereunder and under the Escrow Agreement, indicating
the amount allocable to each source including any portion thereof paid by the
Liquidity Providers and/or the Policy Provider;


 


(ii)                                  the amount of such distribution hereunder
allocable to principal and the amount allocable to Break Amount (as defined in
the Intercreditor Agreement) and premium (including the Special Redemption
Premium), if any;


 


(iii)                               the amount of such distribution hereunder allocable to
interest; and


 


(iv)                              the amount of such distribution under the
Escrow Agreement allocable to interest;


 


(v)                                 the amount of such distribution under the
Escrow Agreement allocable to unused Deposits;


 


(vi)                              the Pool Balance and the Pool Factor; and


 


(vii)                           Three-Month LIBOR for the current and immediately
preceding Interest Periods.


 


With respect to the
Certificates registered in the name of Cede & Co., as nominee for DTC, on
the Record Date prior to each Distribution Date, the Trustee will request that
DTC post on its Internet bulletin board a securities position listing setting
forth the names of all Agent Members reflected on DTC’s books as holding
interests in the Certificates on such Record Date.  On each Distribution Date, the Trustee shall mail to each such
Agent Members the statement described above and will make available additional
copies as requested by such Agent Members for forwarding to holders of
interests in the Certificates.


 


(b)                                 Within a reasonable period of time after
the end of each calendar year but not later than the latest date permitted by
law, the Trustee shall furnish to each Person who at any time during such
calendar year was a Certificateholder of record a statement containing the sum
of the amounts determined pursuant to clauses (a)(i), (a)(ii), (a)(iii),
(a)(iv) and (a)(v) above for such calendar year or, in the event such Person
was a Certificateholder of record during a portion of such calendar year, for
such portion of such year, and such other items as are readily available to the
Trustee and which a Certificateholder shall reasonably request as necessary for
the purpose of such Certificateholder’s preparation of its federal income tax
returns.  Such statement and such other
items shall be prepared on the basis of information supplied to the Trustee by
the Agent Members and shall be delivered by the Trustee to such Agent Members
to be available for


 


25

















 


forwarding by such Agent Members to the holders of interests in the
Certificates in the manner described in Section 4.03(a).


 


(c)                                  Promptly following (i) any change in
the information set forth in clauses (x), (y) and (z) below from that set forth
in page S-39 of the Prospectus, and (ii) any early redemption or
purchase of, or any default in the payment of principal or interest in respect
of, any of the Equipment Notes held in the Trust, or any Final Withdrawal, the
Trustee shall furnish to Certificateholders of record on such date a statement
setting forth (x) the expected Pool Balances for each subsequent Regular
Distribution Date following the Delivery Period Termination Date, (y) the
related Pool Factors for such Regular Distribution Dates and (z) the expected
principal distribution schedule of the Equipment Notes, in the aggregate,
held as Trust Property at the date of such notice.  With respect to the Certificates registered in the name of Cede
& Co., as nominee for DTC, on the Delivery Period Termination Date, the
Trustee will request from DTC a securities position listing setting forth the
names of all Agent Members reflected on DTC’s books as holding interests in the
Certificates on such date.  The Trustee
will mail to each such Agent Member the statement described above and will make
available additional copies as requested by such Agent Member for forwarding to
holders of interests in the Certificates.


 


Section 4.04.                         Investment of Special Payment Moneys.  Any money
received by the Trustee pursuant to Section 4.01(b) representing a Special
Payment which is not distributed on the date received shall, to the extent
practicable, be invested in Permitted Investments by the Trustee pending
distribution of such Special Payment pursuant to Section 4.02.  Any investment made pursuant to this
Section 4.04 shall be in such Permitted Investments having maturities not
later than the date that such moneys are required to be used to make the
payment required under Section 4.02 on the applicable Special Distribution
Date and the Trustee shall hold any such Permitted Investments until
maturity.  The Trustee shall have no
liability with respect to any investment made pursuant to this
Section 4.04, other than by reason of the willful misconduct or negligence
of the Trustee.  All income and earnings
from such investments shall be distributed on such Special Distribution Date as
part of such Special Payment.


 


ARTICLE V



THE COMPANY


 


Section 5.01.                         Maintenance of Corporate Existence.  The Company,
at its own cost and expense, will do or cause to be done all things necessary
to preserve and keep in full force and effect its corporate existence, except
as permitted by Section 5.02.


 


Section 5.02.                         Consolidation,
Merger, etc. 
The Company shall not consolidate with or merge into any other Person
under circumstances in which the Company is not the surviving corporation, or
convey, transfer or lease in one or more transactions all or substantially all
of its assets to any other Person, unless:


 


(a)                                  such Person is organized, existing and in
good standing under the Laws of the United States, any State of the United
States or the District of Columbia and, upon


 


26

















 


consummation of such transaction, such Person will be a U.S. Air Carrier
(as defined in the Financing Documents); and


 


(b)                                 the Person formed by such consolidation
or into which the Company is merged or the Person which acquires by conveyance,
transfer or lease substantially all of the assets of the Company as an entirety
shall execute and deliver to the Trustee a duly authorized, valid, binding and
enforceable agreement in form and substance reasonably satisfactory to the
Trustee containing an assumption by such successor corporation or Person of the
due and punctual performance and observance of each covenant and condition of
this Agreement, the Other Pass Through Trust Agreement and each Financing
Document to be performed or observed by the Company.


 


Upon any consolidation or
merger, or any conveyance, transfer or lease of substantially all of the assets
of the Company as an entirety in accordance with this Section 5.02, the
successor corporation or Person formed by such consolidation or into which the
Company is merged or to which such conveyance, transfer or lease is made shall
succeed to, and be substituted for, and may exercise every right and power of,
the Company under this Agreement with the same effect as if such successor
corporation or Person had been named as the Company herein.  No such conveyance, transfer or lease of
substantially all of the assets of the Company as an entirety shall have the
effect of releasing any successor corporation or Person which shall have become
such in the manner prescribed in this Section 5.02 from its liability in
respect of this Agreement and any Financing Document to which it is a party.


 


ARTICLE VI



DEFAULT


 


Section 6.01.                         Events
of Default. 
(a) Exercise of Remedies. 
Upon the occurrence and during the continuation of any Indenture Default
under any Indenture, with ten days’ written notice to the Trustee and each
Certificateholder, the Trustee may, to the extent it is the Controlling Party
at such time (as determined pursuant to the Intercreditor Agreement), direct
the exercise of remedies as provided in the Intercreditor Agreement.


 


(b)                                 Purchase Rights of Certificateholders. 
By acceptance of its Certificate, each Certificateholder agrees that at
any time after the occurrence and during the continuation of a Triggering
Event,


 


(i)                                     each Class C Certificateholder shall have
the right to purchase all, but not less than all, of the Certificates and the
Class G-2 Certificates upon ten days’ written notice to the Trustee, the other
Trustees and each other Class C Certificateholder, provided that
(A) if prior to the end of such ten-day period any other Class C
Certificateholder notifies such purchasing Class C Certificateholder that such
other Class C Certificateholder wants to participate in such purchase, then
such other Class C Certificateholder may join with the purchasing Class C Certificateholder
to purchase all, but not less than all, of the Certificates and the Class G-2
Certificates pro rata based on the Fractional Undivided Interest in the Class C
Trust held by each such Class C Certificateholder and (B) if prior to the
end of such ten-day period any other Class C


 


27

















 


Certificateholder fails to notify the purchasing Class C
Certificateholder of such other Class C Certificateholder’s desire to
participate in such a purchase, then such other Class C Certificateholder shall
lose its right to purchase the Certificates and the Class G-2 Certificates
pursuant to this Section 6.01(b); and


 


(ii)                                  whether or not any Class C
Certificateholders exercise their right to purchase pursuant to clause (i)
above, the Policy Provider, if it is then the Controlling Party and no Policy
Provider Default shall have occurred and be continuing, shall have the right to
purchase all, but not less than all, of the Certificates and the Class G-2
Certificates upon ten days’ written notice to the Trustee, the Other Trustee
and the Certificateholders; provided, that if any Class C Certificateholder has
previously exercised the right to purchase all of the Class G-1 and Class G-2
Certificates, such holder may refuse to sell the Class G-1 and Class G-2
Certificates to the Policy Provider if all of the holders of the Class G-1 and
Class G-2 Certificateholders release the Policy Provider from all of its
obligations under the Policies with respect to such Class G-1 and Class G-2
Certificates (and return or cause the return of such Policies to the Policy
Provider); provided, further, that such holder may not refuse such sale so long
as (x) all amounts distributable to the Policy Provider under the
Intercreditor Agreement have not been paid in full and (y) sixteen months
have passed from the occurrence of the initial Triggering Event.


 


The purchase price with
respect to the Certificates and the Class G-2 Certificates shall be equal to
the Pool Balance of the Certificates, together with accrued and unpaid interest
thereon to the date of such purchase, plus Break Amount, if any, and including
any other amounts then due and payable to the Certificateholders under this
Agreement, the Intercreditor Agreement, the Escrow Agreement or any Financing
Document or on or in respect of the Certificates plus the amount payable
in connection with the purchase of the Class G-2 Certificates pursuant to
Section 6.01(b) of the Other Pass Through Trust Agreement for the
Class G-2 Certificates; provided, however, that (i) if
such purchase occurs after the record date specified in Section 2.03(b) of
the Escrow Agreement relating to the distribution of unused Deposits and
accrued and unpaid interest thereunder, such purchase price shall be reduced by
the aggregate amount of unused Deposits and interest to be distributed under
the Escrow Agreement (which deducted amounts shall remain distributable to, and
may be retained by, the Certificateholder as of such Record Date) and
(ii) if such purchase occurs after a Record Date, such purchase price
shall be reduced by the amount to be distributed hereunder on the related
Distribution Date (which deducted amounts shall remain distributable to, and
may be retained by, the Certificateholder as of such Record Date); provided,
further, that no such purchase of Certificates shall be effective unless
the purchaser(s) shall certify to the Trustee that contemporaneously with such
purchase, such purchaser(s) is purchasing, pursuant to the terms of this
Agreement all of the Certificates and pursuant to the Other Pass Through Trust
Agreement relating to the Class G-2 Certificates, all of the Class G-2
Certificates.  Each payment of the
purchase price of the Certificates referred to in the first sentence hereof
shall be made to an account or accounts designated by the Trustee and relevant
Other Trustee, as applicable, and each such purchase shall be subject to the
terms of this Section 6.01(b). Each Certificateholder agrees by its
acceptance of its Certificate that it will, subject to Section 3.04
hereof, upon payment from such Class C Certificateholder(s) or the Policy
Provider, as the case may be, of the purchase price set forth in the first
sentence of this paragraph, forthwith sell, assign, transfer and convey to the
purchaser(s) thereof (without


 


28

















 


recourse, representation or warranty of any kind except for its own
acts), all of the right, title, interest and obligation of such
Certificateholder in this Agreement, the Escrow Agreement, the Deposit
Agreement, the Intercreditor Agreement, the Liquidity Facilities, the Policy,
the Financing Documents and all Certificates and Escrow Receipts held by such
Certificateholder (excluding all right, title and interest under any of the foregoing
to the extent such right, title or interest is with respect to an obligation
not then due and payable as respects any action or inaction or state of affairs
occurring prior to such sale) and the purchaser shall assume all of such
Certificateholder’s obligations under this Agreement, the Escrow Agreement, the
Deposit Agreement, the Intercreditor Agreement, the Liquidity Facilities, the
Policy, the Financing Documents and all such Certificates and Escrow
Receipts.  The Certificates will be
deemed to be purchased on the date payment of the purchase price is made
notwithstanding the failure of the Certificateholders to deliver any
Certificates (whether in the form of Definitive Certificates or beneficial
interests in Global Certificates) and, upon such a purchase, (i) the only
rights of the Certificateholders will be to deliver the Certificates to the
purchaser(s) and receive the purchase price for such Certificates and
(ii) if the purchaser(s) shall so request, such Certificateholder will
comply with all the provisions of Section 3.04 hereof to enable new
Certificates to be issued to the purchaser in such denominations as it shall
request.  All charges and expenses in
connection with the issuance of any such new Certificates shall be borne by the
purchaser thereof.


 


As used in this
Section 6.01(b), the terms “Class C
Certificate”, “Class C
Certificateholder”, “Class C Trust”,
and “Class C Trustee” shall have
the respective meanings assigned to such terms in the Intercreditor Agreement.


 


Section 6.02.                         Incidents of Sale of Equipment Notes.  Upon any
sale of all or any part of the Equipment Notes made either under the power of
sale given under this Agreement or otherwise for the enforcement of this
Agreement, the following shall be applicable:


 


(1)                                  Certificateholders and Trustee May
Purchase Equipment Notes.  Any Certificateholder, the
Trustee in its individual or any other capacity or any other Person may bid for
and purchase any of the Equipment Notes, and upon compliance with the terms of
sale, may hold, retain, possess and dispose of such Equipment Notes in their
own absolute right without further accountability.


 


(2)                                  Receipt of Trustee Shall Discharge
Purchaser.  The receipt of the Trustee making such sale
shall be a sufficient discharge to any purchaser for his purchase money, and,
after paying such purchase money and receiving such receipt, such purchaser or
its personal representative or assigns shall not be obliged to see to the
application of such purchase money, or be in any way answerable for any loss,
misapplication or non-application thereof.


 


(3)                                  Application of Moneys Received upon Sale. 
Any moneys collected by the Trustee upon any sale made either under the
power of sale given by this Agreement or otherwise for the enforcement of this
Agreement shall be applied as provided in Section 4.02.


 


Section 6.03.                         Judicial Proceedings Instituted by Trustee; Trustee May Bring Suit. 
If there shall be a failure to make payment of the principal of,
premium, if any, or interest on any


 


29

















 


Equipment Note, then the Trustee, in its own name and as trustee of an
express trust, as holder of such Equipment Notes, to the extent permitted by
and in accordance with the terms of the Intercreditor Agreement and the
Financing Documents, shall be entitled and empowered to institute any suits,
actions or proceedings at law, in equity or otherwise, for the collection of
the sums so due and unpaid on such Equipment Notes and may prosecute any such
claim or proceeding to judgment or final decree with respect to the whole
amount of any such sums so due and unpaid.


 


Section 6.04.                         Control by Certificateholders.  Subject to
Section 6.03 and the Intercreditor Agreement, the Certificateholders
holding Certificates evidencing Fractional Undivided Interests aggregating not
less than a majority in interest in the Trust shall have the right to direct
the time, method and place of conducting any proceeding for any remedy
available to the Trustee with respect to the Trust or pursuant to the terms of
the Intercreditor Agreement, or exercising any trust or power conferred on the
Trustee under this Agreement or the Intercreditor Agreement, including any
right of the Trustee as Controlling Party under the Intercreditor Agreement or
as holder of the Equipment Notes, provided that:


 


(1)                                  such Direction shall not be in conflict
with any rule of law or with this Agreement and would not involve the Trustee
in personal liability or expense,


 


(2)                                  the Trustee shall not determine that the
action so directed would be unjustly prejudicial to the Certificateholders not
taking part in such Direction, and


 


(3)                                  the Trustee may take any other action
deemed proper by the Trustee which is not inconsistent with such Direction.


 


Section 6.05.                         Waiver of Past Defaults.  Subject to
the Intercreditor Agreement, the Certificateholders holding Certificates
evidencing Fractional Undivided Interests aggregating not less than a majority
in interest in the Trust (i) may on behalf of all of the
Certificateholders waive any past Event of Default hereunder and its
consequences or (ii) if the Trustee is the Controlling Party, may direct
the Trustee to instruct the applicable Loan Trustee to waive any past Indenture
Default under any Indenture and its consequences, and thereby annul any Direction
given by such Certificateholders or the Trustee to such Loan Trustee with
respect thereto, except a default:


 


(1)                                  in the deposit of any Scheduled Payment
or Special Payment under Section 4.01 or in the distribution of any
payment under Section 4.02 on the Certificates, or


 


(2)                                  in the payment of the principal of
(premium, if any) or interest on the Equipment Notes, or


 


(3)                                  in respect of a covenant or provision
hereof which under Article IX cannot be modified or amended without the
consent of each Certificateholder holding an Outstanding Certificate affected
thereby.


 


Upon any such waiver,
such default shall cease to exist with respect to the Certificates and any
Event of Default arising therefrom shall be deemed to have been cured for every
purpose and any direction given by the Trustee on behalf of the
Certificateholders to the relevant Loan


 


30

















 


Trustee shall be annulled with respect thereto; but no such waiver
shall extend to any subsequent or other default or Event of Default or impair
any right consequent thereon.  Upon any
such waiver, the Trustee shall vote the Equipment Notes issued under the
relevant Indenture to waive the corresponding Indenture Default.


 


Section 6.06.                         Right of Certificateholders to Receive
Payments Not to Be Impaired.  Anything in
this Agreement to the contrary notwithstanding, including, without limitation,
Section 6.07 hereof, but subject to the Intercreditor Agreement, the right
of any Certificateholder to receive distributions of payments required pursuant
to Section 4.02 hereof on the Certificates when due, or to institute suit
for the enforcement of any such payment on or after the applicable Regular
Distribution Date or Special Distribution Date, shall not be impaired or affected
without the consent of such Certificateholder.


 


Section 6.07.                         Certificateholders May Not Bring Suit
Except Under Certain Conditions.  A
Certificateholder shall not have the right to institute any suit, action or
proceeding at law or in equity or otherwise with respect to this Agreement, for
the appointment of a receiver or for the enforcement of any other remedy under
this Agreement, unless:


 


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


 


(2)                                  Certificateholders holding Certificates
evidencing Fractional Undivided Interests aggregating not less than 25% of the
Trust shall have requested the Trustee in writing to institute such action,
suit or proceeding and shall have offered to the Trustee indemnity as provided
in Section 7.03(e);


 


(3)                                  the Trustee shall have refused or
neglected to institute such an action, suit or proceeding for 60 days after
receipt of such notice, request and offer of indemnity; and


 


(4)                                  no direction inconsistent with such
written request shall have been given to the Trustee during such 60-day period
by Certificateholders holding Certificates evidencing Fractional Undivided
Interests aggregating not less than a majority in interest in the Trust.


 


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


 


Section 6.08.                         Remedies Cumulative. 
Every remedy given hereunder to the Trustee or to any of the
Certificateholders shall not be exclusive of any other remedy or remedies, and
every such remedy shall be cumulative and in addition to every other remedy
given hereunder or now or hereafter given by statute, law, equity or otherwise.


 


31

















 


ARTICLE VII



THE TRUSTEE


 


Section 7.01.                         Certain Duties and Responsibilities. 
(a) Except during the continuation of an Event of Default, the Trustee
undertakes to perform such duties as are specifically set forth in this
Agreement, and no implied covenants or obligations shall be read into this
Agreement against the Trustee.


 


(b)                                 In case an Event of Default has occurred
and is continuing, the Trustee shall exercise such of the rights and powers
vested in it by this Agreement, and use the same degree of care and skill in
their exercise, as a prudent man would exercise or use under the circumstances
in the conduct of its own affairs.


 


(c)                                  No provision of this Agreement shall be
construed to relieve the Trustee from liability for its own negligent action,
its own negligent failure to act, or its own willful misconduct, except that


 


(1)                                  this Subsection shall not be
construed to limit the effect of Subsection (a) of this Section; and


 


(2)                                  the Trustee shall not be liable for any
error of judgment made in good faith by a Responsible Officer of the Trustee,
unless it shall be proved that the Trustee was negligent in ascertaining the
pertinent facts.


 


(d)                                 Whether or not herein expressly so
provided, every provision of this Trust Agreement relating to the conduct or
affecting the liability of or affording protection to the Trustee shall be
subject to the provisions of this Section.


 


Section 7.02.                         Notice of Defaults. 
As promptly as practicable after, and in any event within 90 days after,
the occurrence of any default (as such term is defined below) hereunder, the
Trustee shall transmit by mail to the Company, the Loan Trustees and the
Certificateholders in accordance with Section 313(c) of the Trust Indenture
Act, notice of such default hereunder known to the Trustee, unless such default
shall have been cured or waived; provided, however, that, except
in the case of a default on the payment of the principal, premium, if any, or
interest on any Equipment Note held in the Trust, the Trustee shall be
protected in withholding such notice if and so long as the board of directors,
the executive committee or a trust committee of directors and/or Responsible
Officers of the Trustee in good faith determine that the withholding of such
notice is in the best interests of the Certificateholders.  For the purpose of this Section, the term “default” means any event that is, or after
notice or lapse of time or both would become, an Event of Default.


 


Section 7.03.                         Certain Rights of Trustee. 
Subject to the provisions of Section 315 of the Trust Indenture
Act:


 


(a)                                  the Trustee may rely and shall be
protected in acting or refraining from acting in reliance upon any resolution,
certificate, statement, instrument, opinion, report, notice,


 


32

















 


request, direction, consent, order, bond, debenture or other paper or
document believed by it to be genuine and to have been signed or presented by
the proper party or parties;


 


(b)                                 any request or direction of the Company
mentioned herein shall be sufficiently evidenced by a written description of
the subject matter thereof accompanied by an Officer’s Certificate and an
Opinion of Counsel as provided in Section 1.02 of this Agreement;


 


(c)                                  whenever in the administration of this
Agreement the Trustee shall deem it desirable that a matter be proved or
established prior to taking, suffering or omitting any action hereunder, the
Trustee (unless other evidence be herein specifically prescribed) may, in the absence
of bad faith on its part, rely upon an Officer’s Certificate of the Company or
any Loan Trustee;


 


(d)                                 the Trustee may consult with counsel and
the advice of such counsel or any Opinion of Counsel shall be full and complete
authorization and protection in respect of any action taken, suffered or
omitted by it hereunder in good faith and in reliance thereon;


 


(e)                                  the Trustee shall be under no obligation
to exercise any of the rights or powers vested in it by this Agreement at the
Direction of any of the Certificateholders pursuant to this Agreement, unless
such Certificateholders shall have offered to the Trustee reasonable security
or indemnity against the cost, expenses and liabilities which might be incurred
by it in compliance with such Direction;


 


(f)                                    the Trustee shall not be bound to make
any investigation into the facts or matters stated in any resolution,
certificate, statement, instrument, opinion, report, notice, request,
direction, consent, order, bond, debenture or other paper or document;


 


(g)                                 the Trustee may execute any of the trusts
or powers under this Agreement or perform any duties under this Agreement
either directly or by or through agents or attorneys, and the Trustee shall not
be responsible for any misconduct or negligence on the part of any agent or
attorney appointed with due care by it under this Agreement;


 


(h)                                 the Trustee shall not be liable with
respect to any action taken or omitted to be taken by it in good faith in
accordance with the Direction of the Certificateholders holding Certificates
evidencing Fractional Undivided Interests aggregating not less than a majority
in interest in the Trust relating to the time, method and place of conducting
any proceeding for any remedy available to the Trustee, or exercising any trust
or power conferred upon the Trustee, under this Agreement; and


 


(i)                                     the Trustee shall not be required to
expend or risk its own funds in the performance of any of its duties under this
Agreement, or in the exercise of any of its rights or powers, if it shall have
reasonable grounds for believing that repayment of such funds or adequate
indemnity against such risk is not reasonably assured to it.


 


Section 7.04.                         Not Responsible for Recitals or Issuance
of Certificates.  The recitals contained herein and in the
Certificates, except the certificates of authentication, shall not be taken as
the statements of the Trustee, and the Trustee assumes no responsibility for
their correctness.  Subject to
Section 7.15, the Trustee makes no representations as to the validity or


 


33

















 


sufficiency of this Agreement, any Equipment Notes, the Intercreditor
Agreement, the Deposit Agreement, the Escrow Agreement, the Certificates or any
other Financing Document, except that the Trustee hereby represents and
warrants that this Agreement has been, and the Intercreditor Agreement, the
Note Purchase Agreement, the Escrow Agreement and each Certificate will be,
executed, authenticated and delivered by one of its officers who is duly authorized
to execute, authenticate and deliver such document on its behalf.


 


Section 7.05.                         May Hold Certificates. 
The Trustee, any Paying Agent, Registrar or any of their Affiliates or
any other agent in their respective individual or any other capacity may become
the owner or pledgee of Certificates and, subject to Sections 310(b) and
311 of the Trust Indenture Act, if applicable, may otherwise deal with the
Company or the Loan Trustees with the same rights it would have if it were not
Trustee, Paying Agent, Registrar or such other agent.


 


Section 7.06.                         Money Held in Trust. 
Money held by the Trustee or the Paying Agent in trust hereunder need
not be segregated from other funds except to the extent required herein or by
law and neither the Trustee nor the Paying Agent shall have any liability for
interest upon any such moneys except as provided for herein.


 


Section 7.07.                         Compensation and Reimbursement. 
The Company agrees:


 


(1)                                  to pay, or cause to be paid, to the
Trustee from time to time reasonable compensation for all services rendered by
it hereunder as set forth in a written fee letter dated the date hereof between
the Company and the Trustee, which letter is incorporated herein by reference
(which compensation shall not be limited by any provision of law in regard to
the compensation of a trustee of an express trust);


 


(2)                                  except as otherwise expressly provided
herein, to reimburse, or cause to be reimbursed, the Trustee upon its request
for all reasonable out-of-pocket expenses, disbursements and advances incurred
or made by the Trustee in accordance with any provision of this Agreement
(including the reasonable compensation and the expenses and disbursements of
its agents and counsel), except any such expense, disbursement or advance as
may be attributable to its undertaking its normal administrative functions, or
its negligence, willful misconduct or bad faith or as may be incurred due to
the Trustee’s breach of its representations and warranties set forth in
Section 7.15; and


 


(3)                                  to indemnify, or cause to be indemnified,
the Trustee for, and to hold it harmless against, any loss, liability, expense
or Tax (other than for or with respect to any Unindemnified Tax) incurred
without gross negligence, willful misconduct or bad faith, on its part, arising
out of or in connection with the acceptance or administration of this Trust,
including the costs and expenses of defending itself against any claim or
liability in connection with the exercise or performance of any of its powers
or duties hereunder, except for any such loss, liability or expense incurred by
reason of the Trustee’s breach of its covenants hereunder or under any
Financing Document to which it is a party or its representations and warranties
set forth in Section 7.15 or in any other Financing Document, the
authorization or giving or withholding of any future amendments, supplements,
waivers or consents with respect hereto or any of the


 


34

















 


Financing Documents, which amendments, supplements, waivers or consents
are not required pursuant to the terms of the Financing Documents and not
requested by the Company, any loss of tax benefits, any Unindemnified Tax, or
increase in tax liability under any tax law whether or not the Company is
required to indemnify thereof or pursuant to this Agreement or any costs
associated with overhead or normal administration hereunder or any voluntary
resignation pursuant to Section 7.09.


 


With respect to paragraph
(3) above, the Trustee shall notify the Company promptly of any claim for which
it may seek indemnity and the Company shall make payment on any such claim
within 30 days of written demand thereof (delivered together with supporting
documentation).  The Company shall
defend the claim and the Trustee shall cooperate in the defense.  The Trustee may have separate counsel with
the consent of the Company and the Company will pay the reasonable fees and
expenses of such counsel.  The Company
need not pay for any settlement made, in settlement or otherwise, without its
consent.


 


With respect to any Tax
other than an Unindemnified Tax, the Trustee shall be entitled to reimbursement
from, and shall have a lien prior to the Certificates upon, the Trust Property
for any such Tax incurred without negligence, bad faith or willful misconduct,
on its part, arising out of or in connection with the acceptance or
administration of such Trust (other than any Tax attributable to the Trustee’s
compensation for serving as such), including any costs and expenses incurred in
contesting the imposition of any such Tax. 
If the Trustee reimburses itself from the Trust Property of such Trust
for any such Tax, it will mail a brief report within 30 days setting forth the
circumstances thereof to all Certificateholders as their names and addresses
appear in the Register.


 


Section 7.08.                         Corporate Trustee Required; Eligibility. 
There shall at all times be a Trustee hereunder which shall be eligible
to act as a trustee under Section 310(a) of the Trust Indenture Act and
shall have a combined capital and surplus of at least $75,000,000 (or a
combined capital and surplus in excess of $5,000,000 and the obligations of
which, whether now in existence or hereafter incurred, are fully and
unconditionally guaranteed by a corporation organized and doing business under
the laws of the United States, any state or territory thereof or of the
District of Columbia and having a combined capital and surplus of at least
$75,000,000).  If such corporation
publishes reports of conditions at least annually, pursuant to law or to the
requirements of federal, state, territorial or District of Columbia supervising
or examining authority, then for the purposes of this Section 7.08, the
combined capital and surplus of such corporation shall be deemed to be its
combined capital and surplus as set forth in its most recent report of
conditions so published.


 


In case at any time the
Trustee shall cease to be eligible in accordance with the provisions of this
Section 7.08 to act as Trustee, the Trustee shall resign immediately as
Trustee in the manner and with the effect specified in Section 7.09.


 


Section 7.09.                         Resignation and Removal; Appointment of
Successor.  (a) No resignation or removal of the Trustee
and no appointment of a successor Trustee pursuant to this Article shall
become effective until the acceptance of appointment by the successor Trustee
under Section 7.10.


 


35

















 


(b)                                 The Trustee may resign at any time as
trustee by giving prior written notice thereof to the Company, the Authorized
Agents and the Loan Trustees.  If an
instrument of acceptance by a successor Trustee shall not have been delivered
to the Company, the Authorized Agents, the Loan Trustees and the Trustee within
30 days after the giving of such notice of resignation, the resigning Trustee
may petition any court of competent jurisdiction for the appointment of a
successor Trustee.


 


(c)                                  The Trustee may be removed at any time by
Direction of the Certificateholders holding Certificates evidencing Fractional
Undivided Interests aggregating not less than a majority in interest in the
Trust delivered to the Trustee and to the Company and the Loan Trustees.


 


(d)                                 If at any time:


 


(1)                                  the Trustee shall fail to comply with
Section 310 of the Trust Indenture Act, if applicable, after written
request therefor by the Company or by any Certificateholder who has been a bona
fide Certificateholder for at least six months; or


 


(2)                                  the Trustee shall cease to be eligible
under Section 7.08 and shall fail to resign after written request therefor
by the Company or by any such Certificateholder; or


 


(3)                                  the Trustee shall become incapable of
acting or shall be adjudged a bankrupt or insolvent or a receiver of the
Trustee or of its property shall be appointed or any public officer shall take
charge or control of the Trustee or of its property or affairs for the purpose
of rehabilitation, conservation or liquidation;


 


then,
in any case, (i) the Company may remove the Trustee or (ii) any
Certificateholder who has been a bona fide Certificateholder for at least six
months may, on behalf of itself and all others similarly situated, petition any
court of competent jurisdiction for the removal of the Trustee and the
appointment of a successor Trustee.


 


(e)                                  If a Responsible Officer of the Trustee
shall obtain actual knowledge of an Avoidable Tax which has been or is likely
to be asserted, the Trustee shall promptly notify the Company and shall, within
30 days of such notification, resign hereunder unless within such 30-day period
the Trustee shall have received notice that the Company has agreed to pay such
tax.  The Company shall promptly appoint
a successor Trustee in a jurisdiction where there are no Avoidable Taxes.


 


(f)                                    If the Trustee shall resign, be removed
or become incapable of acting or if a vacancy shall occur in the office of the
Trustee for any cause, the Company shall promptly appoint a successor
Trustee.  If, within one year after such
resignation, removal or incapability, or other occurrence of such vacancy, a
successor Trustee shall be appointed by Direction of the Certificateholders
holding Certificates evidencing Fractional Undivided Interests aggregating not
less than a majority in interest in the Trust delivered to the Company, the
Loan Trustees and the retiring Trustee, and the Company approves such
appointment, which approval shall not be unreasonably withheld, then the
successor Trustee so appointed shall, forthwith upon its acceptance of such
appointment, become the successor Trustee and supersede the successor


 


36

















 


Trustee appointed as provided above. 
If no successor Trustee shall have been so appointed as provided above
and accepted appointment in the manner hereinafter provided, any
Certificateholder who has been a bona fide Certificateholder for at least six
months may, on behalf of himself and all others similarly situated, petition
any court of competent jurisdiction for the appointment of a successor Trustee.


 


(g)                                 The successor Trustee shall give notice
of the resignation and removal of the Trustee and appointment of the successor
Trustee by mailing written notice of such event by first-class mail, postage
prepaid, to the Certificateholders as their names and addresses appear in the
Register.  Each notice shall include the
name of such successor Trustee and the address of its Corporate Trust Office.


 


Section 7.10.                         Acceptance of Appointment by Successor. 
Every successor Trustee appointed hereunder shall execute and deliver to
the Company, the Authorized Agents and the Loan Trustees and to the retiring
Trustee an instrument accepting such appointment, and thereupon the resignation
or removal of the retiring Trustee shall become effective and such successor
Trustee, without any further act, deed or conveyance, shall become vested with
all the rights, powers, trusts and duties of the retiring Trustee; but, on
request of the Company or the successor Trustee, such retiring Trustee shall
execute and deliver an instrument transferring to such successor Trustee all
such rights, powers and trusts of the retiring Trustee and shall duly assign,
transfer and deliver to such successor Trustee all Trust Property held by such
retiring Trustee hereunder, subject nevertheless to its lien, if any, provided
for in Section 7.07.  Upon request
of any such successor Trustee, the Company, the retiring Trustee and such
successor Trustee shall execute and deliver any and all instruments containing
such provisions as shall be necessary or desirable to transfer and confirm to,
and for more fully and certainly vesting in, such successor Trustee all such
rights, powers and trusts.


 


No institution shall
accept its appointment as a Trustee hereunder unless at the time of such
acceptance such institution shall be qualified and eligible under this
Article VII.


 


Section 7.11.                         Merger, Conversion, Consolidation or
Succession to Business.  Any corporation into which
the Trustee may be merged or converted or with which it may be consolidated, or
any corporation resulting from any merger, conversion or consolidation to which
the Trustee shall be a party, or any corporation succeeding to all or
substantially all of the corporate trust business of the Trustee, shall be the
successor of the Trustee hereunder, provided such corporation shall be
otherwise qualified and eligible under this Article VII, without the
execution or filing of any paper or any further act on the part of any of the
parties hereto.  In case any
Certificates shall have been executed or authenticated, but not delivered, by
the Trustee then in office, any successor by merger, conversion or
consolidation to such authenticating Trustee may adopt such execution or
authentication and deliver the Certificates so executed or authenticated with
the same effect as if such successor Trustee had itself executed or authenticated
such Certificates.


 


Section 7.12.                         Maintenance of Agencies. 
(a) There shall at all times be maintained an office or agency in the
location set forth in Section 12.03 where Certificates may be presented or
surrendered for registration of transfer or for exchange, and for payment
thereof and where notices and demands to or upon the Trustee in respect of such
certificates or this Agreement may


 


37

















 


be served; provided, however, that, if it shall be necessary
that the Trustee maintain an office or agency in another location (e.g.,
the Certificates shall be represented by Definitive Certificates and shall be
listed on a national securities exchange), the Trustee will make all reasonable
efforts to establish such an office or agency. 
Written notice of the location of each such other office or agency and
of any change of location thereof shall be given by the Trustee to the Company,
the Loan Trustees (in the case of any Loan Trustee, at its address specified in
the Financing Documents or such other address as may be notified to the
Trustee) and the Certificateholders.  In
the event that no such office or agency shall be maintained or no such notice
of location or of change of location shall be given, presentations and demands
may be made and notices may be served at the Corporate Trust Office of the
Trustee.


 


(b)                                 There shall at all times be a Registrar
and a Paying Agent hereunder with respect to the Certificates.  Each such Authorized Agent shall be a bank
or trust company, shall be a corporation organized and doing business under the
laws of the United States or any state, with a combined capital and surplus of
at least $75,000,000, or, if the Trustee shall be acting as the Registrar or
Paying Agent hereunder, a corporation having a combined capital and surplus in
excess of $5,000,000, the obligations of which are guaranteed by a corporation
organized and doing business under the laws of the United States or any state,
with a combined capital and surplus of at least $75,000,000, and shall be
authorized under such laws to exercise corporate trust powers, subject to
supervision by Federal or state authorities. 
The Trustee shall initially be the Paying Agent and, as provided in
Section 3.04, Registrar hereunder with respect to the Certificates.  Each Registrar shall furnish to the Trustee,
at stated intervals of not more than six months, and at such other times as the
Trustee may request in writing, a copy of the Register maintained by such
Registrar.


 


(c)                                  Any corporation into which any Authorized
Agent may be merged or converted or with which it may be consolidated, or any
corporation resulting from any merger, consolidation or conversion to which any
Authorized Agent shall be a party, or any corporation succeeding to the
corporate trust business of any Authorized Agent, shall be the successor of
such Authorized Agent hereunder, if such successor corporation is otherwise
eligible under this Section, without the execution or filing of any paper or
any further act on the part of the parties hereto or such Authorized Agent or
such successor corporation.


 


(d)                                 Any Authorized Agent may at any time
resign by giving written notice of resignation to the Trustee, the Company and
the Loan Trustees.  The Company may, and
at the request of the Trustee shall, at any time terminate the agency of any
Authorized Agent by giving written notice of termination to such Authorized
Agent and to the Trustee.  Upon the
resignation or termination of an Authorized Agent or in case at any time any
such Authorized Agent shall cease to be eligible under this Section (when,
in either case, no other Authorized Agent performing the functions of such
Authorized Agent shall have been appointed), the Company shall promptly appoint
one or more qualified successor Authorized Agents, reasonably satisfactory to
the Trustee, to perform the functions of the Authorized Agent which has
resigned or whose agency has been terminated or who shall have ceased to be
eligible under this Section.  The
Company shall give written notice of any such appointment made by it to the
Trustee and the Loan Trustees; and in each case the Trustee shall mail notice
of such appointment to all Certificateholders as their names and addresses
appear on the Register.


 


38

















 


(e)                                  The Company agrees to pay, or cause to be
paid, from time to time to each Authorized Agent reasonable compensation for
its services and to reimburse it for its reasonable expenses as set forth in
the letter agreement referred to in Section 7.07 hereof.


 


Section 7.13.                         Money for Certificate Payments to Be Held
in Trust.  All moneys deposited with any Paying Agent
for the purpose of any payment on Certificates shall be deposited and held in
trust for the benefit of the Certificateholders entitled to such payment,
subject to the provisions of this Section. 
Moneys so deposited and held in trust shall constitute a separate trust
fund for the benefit of the Certificateholders with respect to which such money
was deposited.


 


The Trustee may at any
time, for the purpose of obtaining the satisfaction and discharge of this
Agreement or for any other purpose, direct any Paying Agent to pay to the
Trustee all sums held in trust by such Paying Agent, such sums to be held by
the Trustee upon the same trusts as those upon which such sums were held by
such Paying Agent; and, upon such payment by any Paying Agent to the Trustee,
such Paying Agent shall be released from all further liability with respect to
such money.


 


Section 7.14.                         Registration of Equipment Notes in Name
of Subordination Agent.  The Trustee agrees that all
Equipment Notes to be purchased by the Trust shall be issued in the name of the
Subordination Agent or its nominee and held by the Subordination Agent in trust
for the benefit of the Certificateholders, or, if not so held, the
Subordination Agent or its nominee shall be reflected as the owner of such
Equipment Notes in the register of the issuer of such Equipment Notes.


 


Section 7.15.                         Representations and Warranties of Trustee. 
The Trustee hereby represents and warrants that:


 


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


 


(b)                                 the Trustee has full power, authority and
legal right to execute, deliver, and perform this Agreement, the Intercreditor
Agreement, the Escrow Agreement, the Note Purchase Agreement and the Financing
Documents to which it is a party and has taken all necessary action to
authorize the execution, delivery, and performance by it of this Agreement, the
Intercreditor Agreement, the Escrow Agreement, the Note Purchase Agreement and
the Financing Documents to which it is a party;


 


(c)                                  the execution, delivery and performance
by the Trustee of this Agreement, the Intercreditor Agreement, the Escrow
Agreement, the Note Purchase Agreement and the Financing Documents to which it
is a party (i) will not violate any provision of United States federal law
or the law of the State of Delaware where it is located governing the banking
and trust powers of the Trustee or any order, writ, judgment, or decree of any
court, arbitrator or governmental authority applicable to the Trustee or any of
its assets, (ii) will not violate any provision of the articles of
association or by-laws of the Trustee, or (iii) will not violate any
provision of, or constitute, with or without notice or lapse of time, a default
under, or result in the creation or imposition of any lien on any properties
included in the Trust Property pursuant to the


 


39

















 


provisions of any mortgage, indenture, contract, agreement or other
undertaking to which it is a party, which violation, default or lien could
reasonably be expected to have an adverse effect on the Trustee’s performance
or ability to perform its duties hereunder or thereunder or on the transactions
contemplated herein or therein;


 


(d)                                 the execution, delivery and performance
by the Trustee of this Agreement, the Intercreditor Agreement, the Escrow
Agreement, the Note Purchase Agreement, and the Financing Documents to which it
is a party will not require the authorization, consent, or approval of, the
giving of notice to, the filing or registration with, or the taking of any
other action in respect of, any governmental authority or agency of the United
States or the State of Delaware regulating the banking and corporate trust
activities of the Trustee;


 


(e)                                  this Agreement, the Intercreditor
Agreement, the Escrow Agreement, the Note Purchase Agreement, and the Financing
Documents to which it is a party have been duly executed and delivered by the
Trustee and constitute the legal, valid, and binding agreements of the Trustee,
enforceable against it in accordance with their respective terms, provided that
enforceability may be limited by (i) applicable bankruptcy, insolvency,
reorganization, moratorium or similar laws affecting the rights of creditors
generally and (ii) general principles of equity, regardless of whether
applied in a proceeding in equity or at law; and


 


(f)                                    the statements made by it in a Statement
of Eligibility on Form T-1 supplied or to be supplied to the Company in
connection with the registration of any Certificates are and will be true and
accurate subject to the qualifications set forth therein; and that such
statement complies and will comply in all material respects with the
requirements of the Trust Indenture Act and the Securities Act.


 


Section 7.16.                         Withholding Taxes Information Reporting. 
(a) The Trustee, as trustee of the grantor trust created by this
Agreement, shall exclude and withhold from each distribution of principal,
premium, if any, and interest and other amounts due under this Agreement or
under the Certificates any and all withholding taxes applicable thereto as
required by law.  The Trustee 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 Certificates, to withhold such
amounts and timely pay the same to the appropriate authority in the name of and
on behalf of the Certificateholders, 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
Certificateholder appropriate documentation showing the payment thereof,
together with such additional documentary evidence as such Certificateholders
may reasonably request from time to time. 
The Trustee agrees to file any other information reports as it may be
required to file under United States law.


 


(b)                                 In the event the Trust is characterized
as a partnership for U.S. federal income tax purposes, the Company shall
(i) file, mail or deliver (or cause to be filed, mailed or delivered)
Internal Revenue Form 1065 and any other federal, state or local income tax
returns or reports required to be filed, delivered or mailed by the Trust to
any taxing authority or any person treated as a partner and (ii) indemnify
the Trust against any costs, expenses or penalties imposed on the Trust arising
from the classification of the Trust as a partnership.


 


40

















 


Section 7.17.                         Trustee’s Liens. 
The Trustee in its individual capacity agrees that it will at its own
cost and expense promptly take any action as may be necessary to duly discharge
and satisfy in full any mortgage, pledge, lien, charge, encumbrance, security
interest or claim (“Trustee’s Liens”)
on or with respect to the Trust Property which is attributable to the Trustee
either (i) in its individual capacity and which is unrelated to the
transactions contemplated by this Agreement, the Intercreditor Agreement, the
Note Purchase Agreement or the Financing Documents, or (ii) as Trustee
hereunder or in its individual capacity and which arises out of acts or
omissions on the part of the Trustee which are not contemplated by this
Agreement.


 


Section 7.18.                         Preferential Collection of Claims. 
The Trustee shall comply with Section 311(a) of the Trust Indenture
Act, excluding any creditor relationship listed in Section 311(b) of the
Trust Indenture Act.  If the Trustee
shall resign or be removed as Trustee, it shall be subject to
Section 311(a) of the Trust Indenture Act to the extent provided therein.


 


ARTICLE VIII



CERTIFICATEHOLDERS’ LISTS AND REPORTS BY TRUSTEE


 


Section 8.01.                         The Company to Furnish Trustee with Names
and Addresses of Certificateholders.  The Company
will furnish to the Trustee within 15 days after each Record Date with respect
to a Scheduled Payment, and at such other times as the Trustee may request in
writing within 30 days after receipt by the Company of any such request, a
list, in such form as the Trustee may reasonably require, of all information in
the possession or control of the Company as to the names and addresses of the
Certificateholders, in each case as of a date not more than 15 days prior to
the time such list is furnished; provided, however, that so long
as the Trustee is the sole Registrar, no such list need be furnished; and provided
further, however, that no such list need be furnished for so long
as a copy of the Register is being furnished to the Trustee pursuant to
Section 7.12.


 


Section 8.02.                         Preservation of Information
Communications to Certificateholders.  The Trustee
shall preserve, in as current a form as is reasonably practicable, the names
and addresses of Certificateholders contained in the most recent list furnished
to the Trustee as provided in Section 7.12 or Section 8.01, as the
case may be, and the names and addresses of Certificateholders received by the
Trustee in its capacity as Registrar, if so acting.  The Trustee may destroy any list furnished to it as provided in
Section 7.12 or Section 8.01, as the case may be, upon receipt of a
new list so furnished.


 


Section 8.03.                         Reports by Trustee. 
Within 60 days after May 15 of each year commencing with the first
full year following the issuance of the Certificates, the Trustee shall
transmit to the Certificateholders, as provided in Section 313(c) of the
Trust Indenture Act, a brief report dated as of such May 15, if required
by Section 313(a) of the Trust Indenture Act.


 


Section 8.04.                         Reports by the Company. 
The Company shall:


 


(a)                                  file with the Trustee, within 30 days
after the Company is required to file the same with the SEC, copies of the
annual reports and of the information, documents and other reports (or copies
of such portions of any of the foregoing as the SEC may from time to time by


 


41

















 


rules and regulations prescribe) which the Company is required to file
with the SEC pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934, as amended; or, if the Company is not required
to file information, documents or reports pursuant to either of such sections,
then to file with the Trustee and the SEC, in accordance with rules and
regulations prescribed by the SEC, such of the supplementary and periodic
information, documents and reports which may be required pursuant to
Section 13 of the Securities Exchange Act of 1934, as amended, in respect
of a security listed and registered on a national securities exchange as may be
prescribed in such rules and regulations;


 


(b)                                 file with the Trustee and the SEC, in
accordance with the rules and regulations prescribed by the SEC, such
additional information, documents and reports with respect to compliance by the
Company with the conditions and covenants provided for in this Agreement, as
may be required by such rules and regulations, including, in the case of annual
reports, if required by such rules and regulations, certificates or opinions of
independent public accountants, conforming to the requirements of
Section 1.02;


 


(c)                                  transmit to all Certificateholders, in
the manner and to the extent provided in Section 313(c) of the Trust
Indenture Act such summaries of any information, documents and reports required
to be filed by the Company pursuant to Subsections (a) and (b) of this
Section 8.04 as may be required by rules and regulations prescribed by the
SEC; and


 


(d)                                 furnish to the Trustee, not less often
than annually, a brief certificate from the principal executive officer,
principal financial officer, any Vice President (or more senior ranking
officer) or the principal accounting officer as to his or her knowledge of the
Company’s compliance with all conditions and covenants under this Agreement (it
being understood that for purposes of this paragraph (d), such compliance shall
be determined without regard to any period of grace or requirement of notice
provided under this Agreement).


 


ARTICLE IX



SUPPLEMENTAL AGREEMENTS


 


Section 9.01.                         Supplemental Agreements Without Consent
of Certificateholders.  Without the consent of the
Certificateholders, the Company may (but will not be required to), and the
Trustee (subject to Section 9.03) shall, at the Company’s request, at any
time and from time to time, enter into one or more agreements supplemental
hereto or, if applicable, to the Intercreditor Agreement, the Escrow Agreement,
the Note Purchase Agreement, the Deposit Agreement, the Policy, the Policy
Provider Agreement or any Liquidity Facility in form satisfactory to the
Trustee, for any of the following purposes:


 


(1)                                  to evidence the succession of another
corporation to the Company and the assumption by any such successor of the
covenants of the Company herein contained or of the Company’s obligations under
the Note Purchase Agreement, the Policy Provider Agreement or any Liquidity
Facility; or


 


(2)                                  to add to the covenants of the Company
for the benefit of the Certificateholders, or to surrender any right or power
conferred upon the Company in this


 


42

















 


Agreement, the Note Purchase Agreement, the Policy, the Policy Provider
Agreement or any Liquidity Facility; or


 


(3)                                  to correct or supplement any provision in
this Agreement, the Intercreditor Agreement, the Escrow Agreement, the Deposit
Agreement, the Note Purchase Agreement, the Policy, the Policy Provider
Agreement or any Liquidity Facility which may be defective or inconsistent with
any other provision herein or therein 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, the Escrow Agreement, the Deposit Agreement, the
Note Purchase Agreement, the Intercreditor Agreement, the Policy, the Policy
Provider Agreement or any Liquidity Facility, provided that any such
action shall not materially adversely affect the interests of the
Certificateholders; or


 


(4)                                  to modify, eliminate or add to the
provisions of this Agreement to such extent as shall be necessary to continue
the qualification of this Agreement (including any supplemental agreement)
under the Trust Indenture Act or under any similar Federal statute hereafter
enacted, and to add to this Agreement such other provisions as may be expressly
permitted by the Trust Indenture Act, excluding, however, the provisions
referred to in Section 316(a)(2) of the Trust Indenture Act as in effect
at the date as of which this instrument was executed or any corresponding
provision in any similar Federal statute hereafter enacted; or


 


(5)                                  to evidence and provide for the
acceptance of appointment under thus Agreement by the Trustee of a successor
Trustee and to add to or change any of the provisions of this Agreement as
shall be necessary to provide for or facilitate the administration of the
Trust, pursuant to the requirements of Section 7.10; or


 


(6)                                  to provide the information required under
Section 7.12 and Section 12.03 as to the Trustee; or


 


provided, however,
that no such supplemental agreement shall adversely affect the status of any
Trust as a grantor trust under Subpart E, Part I of Subchapter J
of Chapter 1 of Subtitle A of the Internal Revenue Code of 1986, as
amended, for U.S. federal income tax purposes.


 


Section 9.02.                         Supplemental Agreements with Consent of
Certificateholders.  With the consent of the Certificateholders
holding Certificates (including consents obtained in connection with a tender
offer or exchange offer for the Certificates) evidencing Fractional Undivided
Interests aggregating not less than a majority in interest in the Trust, by
Direction of said Certificateholders delivered to the Company and the Trustee
and the consent of the Policy Provider, the Company may, and the Trustee
(subject to Section 9.03) shall, enter into an agreement or agreements for
the purpose of adding any provisions to or changing in any manner or
eliminating any of the provisions of this Agreement, the Intercreditor Agreement,
any Liquidity Facility, the Policy and the Policy Provider Agreement, the
Escrow Agreement, the Deposit Agreement or the Note Purchase Agreement to the
extent applicable to such Certificateholders or of modifying in any manner the
rights and obligations of such Certificateholders under this Agreement, the
Intercreditor Agreement, any Liquidity Facility, the Policy and the Policy
Provider Agreement, the Escrow Agreement, the Deposit Agreement or the


 


43

















 


Note Purchase Agreement; provided, however, that no such
agreement shall, without the consent of the Certificateholder of each
Outstanding Certificate affected thereby:


 


(1)                                  reduce in any manner the amount of, or
delay the timing of, any receipt by the Trustee (or, with respect to the
Deposits, the Certificateholders) of payments on the Equipment Notes or other
Trust Property held in the Trust or on the Deposits or distributions that are
required to be made herein on any Certificate, or change any date of payment on
any Certificate, or change the place of payment where, or the coin or currency
in which, any Certificate is payable, or impair the right to institute suit for
the enforcement of any such payment or distribution on or after the Regular
Distribution Date or Special Distribution Date applicable thereto; or


 


(2)                                  permit the disposition of any Equipment
Note included in the Trust Property except as permitted by this Agreement or
the Intercreditor Agreement, or otherwise deprive such Certificateholder of the
benefit of the ownership of the Equipment Notes in the Trust; or


 


(3)                                  reduce the specified percentage of the
aggregate Fractional Undivided Interests of the Trust which is required for any
such supplemental agreement, or reduce such specified percentage required for
any waiver of compliance with certain provisions of this Agreement or certain
defaults hereunder and their consequences provided for in this Agreement; or


 


(4)                                  waive, amend or modify Section 2.4,
or 3.2 of the Intercreditor Agreement in a manner adverse to the
Certificateholders; or


 


(5)                                  modify any of the provisions of this
Section 9.02 or Section 6.05, except to increase any such percentage
or to provide that certain other provisions of this Agreement cannot be
modified or waived without the consent of the Certificateholder of each
Certificate affected thereby; or


 


(6)                                  terminate or modify the Policy; or


 


(7)                                  adversely affect the status of any Trust
as a grantor trust under Subpart E, Part I of Subchapter J of Chapter 1 of
Subtitle A of the Internal Revenue Code of 1986, as amended, for U.S. federal
income tax purposes.


 


It shall not be necessary
for any Direction of Certificateholders under this Section to approve the
particular form of any proposed supplemental agreement, but it shall be
sufficient if such Direction shall approve the substance thereof.


 


Section 9.03.                         Documents Affecting Immunity or Indemnity. 
Except for the performance of its covenants herein, if in the opinion of
the Trustee any document required to be executed by it pursuant to the terms of
Section 9.01 or 9.02 affects adversely any interest, right, duty, immunity
or indemnity in favor of the Trustee under this Agreement, the Trustee may in
its discretion decline to execute such document.


 


44

















 


Section 9.04.                         Execution of Supplemental Agreements. 
In executing, or accepting the additional trusts created by, any
agreement permitted by this Article or the modifications thereby of the
trusts created by this Agreement, the Trustee shall be entitled to receive, and
shall be fully protected in relying upon, an Opinion of Counsel stating that
the execution of such supplemental agreement is authorized or permitted by this
Agreement.


 


Section 9.05.                         Effect of Supplemental Agreements. 
Upon the execution of any agreement supplemental to this Agreement under
this Article, this Agreement shall be modified in accordance therewith, and
such supplemental agreement shall form a part of this Agreement for all
purposes; and every Holder of a Certificate theretofore or thereafter
authenticated and delivered hereunder shall be bound thereby.


 


Section 9.06.                         Conformity with Trust Indenture Act. 
Every supplemental agreement executed pursuant to this
Article shall conform to the requirements of the Trust Indenture Act as
then in effect.


 


Section 9.07.                         Reference in Certificates to Supplemental
Agreements.  Certificates authenticated and delivered
after the execution of any supplemental agreement pursuant to this
Article may bear a notation in form approved by the Trustee as to any
matter provided for in such supplemental agreement; and, in such case, suitable
notation may be made upon Outstanding Certificates after proper presentation
and demand.


 


ARTICLE X



AMENDMENTS TO INDENTURES AND FINANCING DOCUMENTS


 


Section 10.01.                  Amendments and Supplements to Indentures
and Financing Documents.  In the event that the
Trustee, as holder (or beneficial owner through the Subordination Agent) of any
Equipment Note in trust for the benefit of the Certificateholders or as
Controlling Party under the Intercreditor Agreement, receives (directly or
indirectly through the Subordination Agent) a request for a consent to any
amendment, modification, waiver or supplement under any Indenture, any other
Financing Document, any Equipment Note or any other related document, the
Trustee shall forthwith send a notice of such proposed amendment, modification,
waiver or supplement to each Certificateholder registered on the Register as of
the date of such notice and the Policy Provider.  The Trustee shall request from the Policy Provider or if a Policy
Provider Default has occurred and is continuing, Certificateholders a Direction
as to (a) whether or not to take or refrain from taking (or direct the
Subordination Agent to take or refrain from taking) any action which a holder
of such Equipment Note or as Controlling Party has the option to direct,
(b) whether or not to give or execute (or direct the Subordination Agent
to give or execute) any waivers, consents, amendments, modifications or supplements
as a holder of such Equipment Note or a Controlling Party and (c) how to
vote (or direct the Subordination Agent to vote) any Equipment Note if a vote
has been called for with respect thereto. 
Provided such a request for Certificateholder Direction shall have been
made, in directing any action or casting any vote or giving any consent as the
holder of any Equipment Note (or in directing the Subordination Agent in any of
the foregoing), (i) other than as Controlling Party, the Trustee shall
vote for or give consent to any such action with respect to such Equipment Note
in the same proportion as that of (A) the aggregate face amounts of all
Certificates actually voted in favor of or for giving consent


 


45

















 


to such action by such Direction of Certificateholders to (B) the
aggregate face amount of all Outstanding Certificates and (ii) as
Controlling Party, the Trustee shall vote as directed in such Certificateholder
Direction by the Certificateholders evidencing a Fractional Undivided Interest
aggregating not less than a majority in interest in the Trust.  For purposes of the immediately preceding
sentence, a Certificate shall have been “actually
voted” if the Holder of such Certificate has delivered to the Trustee
an instrument evidencing such Holder’s consent to such Direction prior to two
Business Days before the Trustee directs such action or casts such vote or
gives such consent.  Notwithstanding the
foregoing, but subject to Section 6.04 and the Intercreditor Agreement,
the Trustee may, in its own discretion and at its own direction, consent and
notify the relevant Loan Trustee of such consent (or direct the Subordination
Agent to consent and notify the Loan Trustee of such consent) to any amendment,
modification, waiver or supplement under the relevant Indenture, any other
Financing Document, any Equipment Note or any other related document, if an
Event of Default hereunder shall have occurred and be continuing, or if such
amendment, modification, waiver or supplement will not materially adversely
affect the interests of the Certificateholders.


 


ARTICLE XI



TERMINATION OF TRUST


 


Section 11.01.                  Termination of the Trust. 
The respective obligations and responsibilities of the Company and the
Trustee with respect to the Trust shall terminate upon the earlier of
(A) the completion of the assignment, transfer and discharge described in
the first sentence of the immediately following paragraph and
(B) distribution to all Holders of Certificates and the Trustee of all
amounts required to be distributed to them pursuant to this Agreement and the
disposition of all property held as part of the Trust Property; provided,
however, that in no event shall the Trust continue beyond one hundred
ten (110) years following the date of the earliest execution of this Trust
Agreement.


 


Upon the earlier of
(i) the first Business Day after March 31, 2005, or, if later, the
fifth Business Day following the Delivery Period Termination Date and
(ii) the fifth Business Day following the date on which a Triggering Event
occurs (such date, the “Transfer Date”),
or, if later the date on which all of the conditions set forth in the
immediately following sentence have been satisfied, the Trustee is hereby
directed (subject only to the immediately following sentence) to, and the
Company shall direct the institution that will serve as the Related Trustee
under the Related Pass Through Trust Agreement to, execute and deliver the
Assignment and Assumption Agreement, pursuant to which the Trustee shall
assign, transfer and deliver all of the Trustee’s right, title and interest to
the Trust Property to the Related Trustee under the Related Pass Through Trust
Agreement.  The Trustee and the Related
Trustee shall execute and deliver the Assignment and Assumption Agreement upon
the satisfaction of the following conditions:


 


(i)                                     The Trustee, the Related Trustee and each
of the Rating Agencies then rating the Certificates shall have received an
Officer’s Certificate and an Opinion of Counsel dated the date of the
Assignment and Assumption Agreement and each satisfying the requirements of
Section 1.02, which Opinion of Counsel shall be substantially to the
effect set forth below and may be relied upon by the Beneficiaries (as defined
in the Assignment and Assumption Agreement):


 


46

















 


(a)                                  upon the execution and delivery thereof
by the parties thereto in accordance with the terms of this Agreement and the
Related Pass Through Trust Agreement, the Assignment and Assumption Agreement
will constitute the valid and binding obligation of each of the parties thereto
enforceable against each such party in accordance with its terms;


 


(b)                                 upon the execution and delivery of the
Assignment and Assumption Agreement in accordance with the terms of this
Agreement and the Related Pass Through Trust Agreement, each of the
Certificates then Outstanding will be entitled to the benefits of the Related
Pass Through Trust Agreement;


 


(c)                                  the Related Trust is not required to be
registered as an investment company under the Investment Company Act of 1940,
as amended;


 


(d)                                 the Related Pass Through Trust Agreement
constitutes the valid and binding obligation of the Company enforceable against
the Company in accordance with its terms; and


 


(e)                                  neither the execution and delivery of the
Assignment and Assumption Agreement in accordance with the terms of this
Agreement and the Related Pass Through Trust Agreement, nor the consummation by
the parties thereto of the transactions contemplated to be consummated
thereunder on the date thereof, will violate any law or governmental rule or
regulation of the State of New York or the United States of America known to
such counsel to be applicable to the transactions contemplated by the
Assignment and Assumption Agreement.


 


(ii)                                  The Trustee and the Company shall have
received (x) a copy of the articles of incorporation and bylaws of the Related
Trustee certified as of the Transfer Date by the Secretary or Assistant
Secretary of such institution and (y) a copy of the filing (including all
attachments thereto) made by the institution serving as the Related Trustee
with the Office of the Superintendent, State of New York Banking Department for
the qualification of the Related Trustee under Section 131(3) of the New
York Banking Law.


 


Upon the execution of the
Assignment and Assumption Agreement by the parties thereto, the Trust shall be
terminated, the Certificateholders shall receive beneficial interests in the
Related Trust in exchange for their interests in the Trust equal to their
respective beneficial interests in the Trust, and the Outstanding Certificates
representing Fractional Undivided Interests in the Trust shall be deemed for
all purposes of this Agreement and the Related Pass Through Trust Agreement, without
further signature or action of any party or Certificateholder, to be
certificates representing the same fractional undivided interests in the
Related Trust and its trust property. 
By acceptance of its Certificate, each Certificateholder consents to such
assignment, transfer and delivery of the Trust Property to the trustee of the
Related Trust upon the execution and delivery of the Assignment and Assumption
Agreement.


 


47

















 


In connection with the
occurrence of the event set forth in clause (B) above, notice of such
termination, specifying the Distribution Date upon which the Certificateholders
may surrender their Certificates to the Trustee for payment of the final
distribution and cancellation, shall be mailed promptly by the Trustee to
Certificateholders not earlier than the 60th day and not later than the 20th
day next preceding such final Distribution Date specifying (A) the
Distribution Date upon which the proposed final payment of the Certificates will
be made upon presentation and surrender of Certificates at the office or agency
of the Trustee therein specified, (B) the amount of any such proposed
final payment, and (C) that the Record Date otherwise applicable to such
Distribution Date is not applicable, payments being made only upon presentation
and surrender of the Certificates at the office or agency of the Trustee
therein specified.  The Trustee shall
give such notice to the Registrar at the time such notice is given to
Certificateholders.  Upon presentation
and surrender of the Certificates in accordance with such notice, the Trustee
shall cause to be distributed to Certificateholders such final payments.


 


In the event that all of
the Certificateholders shall not surrender their Certificates for cancellation
within six months after the date specified in the above-mentioned written
notice, the Trustee shall give a second written notice to the remaining
Certificateholders to surrender their Certificates for cancellation and receive
the final distribution with respect thereto. 
No additional interest shall accrue on the Certificates after the
Distribution Date specified in the first written notice.  In the event that any money held by the
Trustee for the payment of distributions on the Certificates shall remain
unclaimed for two years (or such lesser time as the Trustee shall be satisfied,
after sixty days’ notice from the Company, is one month prior to the escheat
period provided under applicable law) after the final distribution date with
respect thereto, the Trustee shall pay to each Loan Trustee the appropriate
amount of money relating to such Loan Trustee and shall give written notice
thereof to the Company.


 


ARTICLE XII



MISCELLANEOUS PROVISIONS


 


Section 12.01.                  Limitation on Rights of Certificateholders. 
The death or incapacity of any Certificateholder shall not operate to
terminate this Agreement or the Trust, nor entitle such Certificateholder’s
legal representatives or heirs to claim an accounting or to take any action or
commence any proceeding in any court for a partition or winding up of the
Trust, nor otherwise affect the rights, obligations, and liabilities of the
parties hereto or any of them.


 


Section 12.02.                  Certificates Nonassessable and Fully Paid. 
Except as set forth in the last sentence of this Section 12.02,
Certificateholders shall not be personally liable for obligations of the Trust,
the Fractional Undivided Interests represented by the Certificates shall be
nonassessable for any losses or expenses of the Trust or for any reason
whatsoever, and Certificates, upon authentication thereof by the Trustee
pursuant to Section 3.03, are and shall be deemed fully paid.  No Certificateholder shall have any right
(except as expressly provided herein) to vote or in any manner otherwise control
the operation and management of the Trust Property, the Trust, or the
obligations of the parties hereto, nor shall anything set forth herein, or
contained in the terms of the Certificates, be construed so as to constitute
the Certificateholders from time to time as partners or members of an
association.  Neither the existence of
the Trust nor any provision herein is intended to or shall limit the liability
the Certificateholders would


 


48

















 


otherwise incur if the Certificateholders owned Trust Property as
co-owners, or incurred any obligations of the Trust, directly rather than
through the Trust.


 


Section 12.03.                  Notices.  (a)  Unless otherwise specifically provided
herein, all notices required under the terms and provisions of this Agreement
shall be in English and in writing, and any such notice may be given by United
States mail, courier service or telecopy, and any such notice shall be
effective when received or, if made, given, furnished or filed by facsimile or
telecommunication transmission, when received unless received outside of
business hours, in which case on the next opening of business on a Business
Day,


 


if
to the Company, to:


 


JetBlue
Airways Corporation


118-29
Queens Blvd.

Forest Hills, NY  11375


 


Attention:  Vice President—Corporate Finance


Facsimile:  718-709-3630


 


with
a copy to:


 


JetBlue
Airways Corporation


118-29
Queens Blvd.


Forest
Hills, NY 11375


 


Attention:  General Counsel


Facsimile:  718-709-3630


 


if
to the Trustee, to:


 


Wilmington
Trust Company


Rodney
Square North


1100
North Market Street


Wilmington,
Delaware 19890-0001


 


Attention:  Corporate Trust Administration


Facsimile:  (302) 636-4140


Telephone:
(302) 636-6000


 


(b)                                 The Company or the Trustee, by notice to
the other, may designate additional or different addresses for subsequent
notices or communications.


 


(c)                                  Any notice or communication to
Certificateholders shall be mailed by first-class mail to the addresses for
Certificateholders shown on the Register kept by the Registrar.  Failure so to mail a notice or communication
or any defect in such notice or communication shall not affect its sufficiency
with respect to other Certificateholders.


 


49

















 


(d)                                 If a notice or communication is mailed in
the manner provided above within the time prescribed, it is conclusively
presumed to have been duly given, whether or not the addressee receives it.


 


(e)                                  If the Company mails a notice or
communication to the Certificateholders, it shall mail a copy to the Trustee
and to the Paying Agent at the same time.


 


(f)                                    Notwithstanding the foregoing, all
communications or notices to the Trustee shall be deemed to be given only when
received by a Responsible Officer of the Trustee.


 


(g)                                 The Trustee shall promptly furnish the
Company with a copy of any demand, notice or written communication received by
the Trustee hereunder from any Certificateholder or Loan Trustee.


 


Section 12.04.                  Governing Law. 
THIS AGREEMENT HAS BEEN DELIVERED IN THE STATE OF DELAWARE AND THIS
AGREEMENT AND THE CERTIFICATES SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE
WITH THE LAWS OF THE STATE OF DELAWARE AND THE OBLIGATIONS, RIGHTS AND REMEDIES
OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.


 


Section 12.05.                  Severability of Provisions. 
If any one or more of the covenants, agreements, provisions or terms of
this Agreement shall be for any reason whatsoever held invalid, then such
covenants, agreements, provisions, or terms shall be deemed severable from the
remaining covenants, agreements, provisions or terms of this Agreement and
shall in no way affect the validity or enforceability of the other provisions
of this Agreement or the Trust, or of the Certificates or the rights of the
Certificateholders thereof.


 


Section 12.06.                  Trust Indenture Act Controls. 
This Agreement is subject to the provisions of the Trust Indenture Act
and shall, to the extent applicable, be governed by such provisions.


 


Section 12.07.                  Effect of Headings and Table of Contents. 
The Article and Section headings herein and the Table of
Contents are for convenience only and shall not affect the construction hereof.


 


Section 12.08.                  Successors and Assigns. 
All covenants, agreements, representations and warranties in this
Agreement by the Trustee and the Company shall bind and, to the extent
permitted hereby, shall inure to the benefit of and be enforceable by their
respective successors and assigns, whether so expressed or not.


 


Section 12.09.                  Benefits of Agreement. 
Except as otherwise provided in this Agreement, nothing in this
Agreement or in the Certificates, express or implied, shall give to any Person,
other than the parties hereto and their successors hereunder, and the
Certificateholders, any benefit or any legal or equitable right, remedy or
claim under this Agreement.


 


Section 12.10.                  Legal Holidays. 
In any case where any Regular Distribution Date or Special Distribution
Date relating to any Certificate shall not be a Business Day, then


 


50

















 


(notwithstanding any other provision of this Agreement) payment need
not be made on such date, but may be made on the next succeeding Business Day
with the same force and effect as if made on such Regular Distribution Date or
Special Distribution Date, and no interest shall accrue during the intervening
period.


 


Section 12.11.                  Counterparts. 
For the purpose of facilitating the execution of this Agreement and for
other purposes, this Agreement may be executed simultaneously in any number of
counterparts, each of which counterparts shall be deemed to be an original, and
all of which counterparts shall constitute but one and the same instrument.


 


Section 12.12.                  Intention of Parties. 
The parties hereto intend that the Trust be classified for U.S. federal
income tax purposes as a grantor trust under Subpart E, Part I of Subchapter J
of the Internal Revenue Code of 1986, as amended, and not as a trust or
association taxable as a corporation or as a partnership.  Each Certificateholder and Investor, by its
acceptance of its Certificate or a beneficial interest therein, agrees to treat
the Trust as a grantor trust for all U.S. federal, state and local income tax
purposes.  The powers granted and
obligations undertaken pursuant to this Agreement shall be so construed so as
to further such intent.


 


*     *     *


 


51

















 


IN WITNESS WHEREOF,
the parties have caused this Agreement to be duly executed by their respective
officers thereunto duly authorized as of the day and year first written above.


 


	
   

  	
  JETBLUE AIRWAYS CORPORATION

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ John Harvey

  
	
   

  	
  Name:

  	
  John Harvey

  
	
   

  	
  Title:

  	
  VP Corporate Finance & Treasurer

  
	
   

  	
   

  
	
   

  	
  WILMINGTON TRUST COMPANY, as

  Trustee

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Janel R. Havrilla

  
	
   

  	
  Name:

  	
  Janel R. Havrilla

  
	
   

  	
  Title:

  	
  Financial Services Officer

  
	
   

  	
   

  
	
   

  	
   

  
				



 


52

















 


EXHIBIT A


 


FORM OF CERTIFICATE


 


REGISTERED


No.                        


 


UNLESS
THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
TRUST COMPANY, A NEW YORK CORPORATION (“DTC”),
TO THE TRUSTEE OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT,
AND ANY CERTIFICATE ISSUED IN EXCHANGE FOR THIS CERTIFICATE IS REGISTERED IN
THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC (AND ANY PAYMENT HEREON IS MADE TO CEDE & CO. OR
TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC),
ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY
PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE &
CO., HAS AN INTEREST HEREIN.


 


TRANSFERS
OF THIS CERTIFICATE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO
NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE AND
TRANSFERS OF PORTIONS OF THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS
MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN SECTION 3.05 OF THE
PASS THROUGH TRUST AGREEMENT REFERRED TO HEREIN.


 


BY
ITS ACQUISITION HEREOF, THE HOLDER REPRESENTS THAT (A) NO PLAN ASSETS HAVE
BEEN USED TO PURCHASE THIS CERTIFICATE OR AN INTEREST HEREIN OR (B) THE
PURCHASE AND HOLDING OF THIS CERTIFICATE OR AN INTEREST HEREIN IS EXEMPT FROM
THE PROHIBITED TRANSACTION RESTRICTIONS OF ERISA AND THE CODE PURSUANT TO ONE
OR MORE PROHIBITED TRANSACTION STATUTORY OR ADMINISTRATIVE EXEMPTIONS.  THE PASS THROUGH TRUST AGREEMENT CONTAINS A
PROVISION REQUIRING THE TRUSTEE TO REFUSE TO REGISTER ANY TRANSFER OF THIS
CERTIFICATE IN VIOLATION OF THE FOREGOING RESTRICTIONS.


 


1

















 


GLOBAL CERTIFICATE


 


JETBLUE AIRWAYS PASS THROUGH
TRUST, SERIES 2004-1G-1-O


 


JetBlue
Airways

Pass Through Certificate,

Series 2004-1G-1-O


 


Final
Legal Distribution Date: 
                    
    , 20


 


evidencing
a fractional undivided interest in a trust, the property of which includes
certain equipment notes each secured by an Aircraft owned by JetBlue Airways
Corporation.


 


having
a face amount of
$[                   ]
representing
[              ]%
of the Trust per $1,000 face amount


 


THIS CERTIFIES THAT
                                   ,
for value received, is the registered owner of a Fractional Undivided Interest
having a face amount of
$                          
(                              
dollars) in the JetBlue Airways Pass Through Trust, Series 2004-1G-1-O (the “Trust”) created pursuant to a Pass Through
Trust Agreement, dated as of March 24, 2004 (the “Agreement”), between Wilmington Trust
Company (the “Trustee”) and
JetBlue Airways Corporation, a corporation incorporated under Delaware law (the
“Company”), a summary of certain
of the pertinent provisions of which is set forth below.  To the extent not otherwise defined herein,
the capitalized terms used herein have the meanings assigned to them in the
Agreement.  This Certificate is one of
the duly authorized Certificates designated as JetBlue Airways Pass Through
Certificates, Series 2004-1G-1-O” (herein called the “Certificates”).  This Certificate is issued under and is subject to the terms,
provisions, and conditions of the Agreement. 
By virtue of its acceptance hereof the Certificateholder of this
Certificate assents to and agrees to be bound by the provisions of the
Agreement and the Intercreditor Agreement. 
The property of the Trust includes an interest in certain Equipment
Notes and all rights of the Trust to receive payments under the Intercreditor
Agreement, the Policy and any Liquidity Facility (the “Trust Property”).  Each issue of the Equipment Notes is secured by, among other
things, a security interest in the Aircraft owned by the Company.


 


The Certificates represent fractional
undivided interests in the Trust and the Trust Property, and have no rights,
benefits or interest in respect of any assets or property other than the Trust
Property.


 


Subject to and in accordance with the terms
of the Agreement and the Intercreditor Agreement, from and to the extent of
funds then available to the Trustee, there will be distributed on each
(i) March 15, June 15, September 15, and December 15
and (ii) in the case of any payment of principal or interest on, or with
respect to, any Equipment Note received by the Subordination Agent after the
date on which such payment is scheduled to be made, but within ten Business
Days of such scheduled payment date, the date of receipt of such payment by the
Trustee if received by noon and if later, the next Business Day (each a “Regular Distribution Date”), commencing on
June 15, 2004, to the Person in whose name this Certificate is registered
at the close of business on the Record Date immediately preceding the Regular
Distribution Date, an amount in respect of the Scheduled Payments due on such
Regular Distribution Date on


 


2

















 


the Equipment Notes, the receipt of which has been confirmed by the
Trustee, equal to the product of the percentage interest in the Trust evidenced
by this Certificate and an amount equal to the sum of such Scheduled
Payments.  Subject to and in accordance
with the terms of the Agreement and the Intercreditor Agreement, in the event
that Special Payments on the Equipment Notes are received by the Trustee, from
funds then available to the Trustee, there shall be distributed on the
applicable Special Distribution Date, to the Person in whose name this
Certificate is registered at the close of business on the 15th day preceding
the Special Distribution Date, an amount in respect of such Special Payments on
the Equipment Notes, the receipt of which has been confirmed by the Trustee,
equal to the product of the percentage interest in the Trust evidenced by this
Certificate and an amount equal to the sum of such Special Payments so
received.  If a Regular Distribution
Date or Special Distribution Date is not a Business Day, distribution shall be
made on the immediately following Business Day with the same force and effect
as if made on such Regular Distribution Date or Special Distribution Date and
no interest shall accrue during the intervening period.  The Trustee shall mail notice of each
Special Payment and the Special Distribution Date therefor to the
Certificateholder of this Certificate.


 


The Certificates do not represent a direct
obligation of, or an obligation guaranteed by, or an interest in, the Company
or the Trustee or any of their affiliates. 
The Certificates are limited in right or payment, all as more
specifically set forth on the face hereof and in the Agreement.  All payments or distributions made to
Certificateholders under the Agreement shall be made only from the Trust
Property and only to the extent that the Trustee shall have sufficient income
or proceeds from the Trust Property to make such payments in accordance with
the terms of the Agreement.  Each
Certificateholder of this Certificate, by its acceptance hereof, agrees that it
will look solely to the income and proceeds from the Trust Property to the
extent available for distribution to such Certificateholder as provided in the
Agreement.  This Certificate does not
purport to summarize the Agreement and reference is made to the Agreement for
information with respect to the interests, rights, benefits, obligations,
proceeds, and duties evidenced hereby. 
A copy of the Agreement may be examined during normal business hours at
the principal office of the Trustee, and at such other places, if any, designated
by the Trustee, by any Certificateholder upon request.


 


The Agreement permits, with certain
exceptions therein provided, the amendment thereof and the modification of the
rights and obligations of the Company and the rights of the Certificateholders
under the Agreement at any time by the Company and the Trustee with the consent
of the Certificateholders holding Certificates evidencing Fractional Undivided
Interests aggregating not less than a majority in interest in the Trust.  Any such consent by the Certificateholder of
this Certificate shall be conclusive and binding on such Certificateholder and
upon all future Certificateholders of this Certificate and of any Certificate
issued upon the transfer hereof or in exchange hereof or in lieu hereof whether
or not notation of such consent is made upon this Certificate.  The Agreement also permits the amendment
thereof, in certain limited circumstances, without the consent of the
Certificateholders of any of the Certificates.


 


As provided in the Agreement and subject to
certain limitations therein set forth, the transfer of this Certificate is
registrable in the Register upon surrender of this Certificate for registration
of transfer at the offices or agencies maintained by the Trustee in its
capacity as Registrar, or by any successor Registrar, in the Borough of
Manhattan, the City of New York,


 


3

















 


duly endorsed or accompanied by a written instrument of transfer in
form satisfactory to the Trustee and the Registrar duly executed by the
Certificateholder hereof or such Certificateholder’s attorney duly authorized
in writing, and thereupon one or more new Certificates of authorized
denominations evidencing the same aggregate Fractional Undivided Interest in the
Trust will be issued to the designated transferee or transferees.


 


Except as otherwise provided in the Agreement
and notwithstanding the above, the final distribution on this Certificate will
be made after notice mailed by the Trustee of the pendency of such distribution
and only upon presentation and surrender of this Certificate at the office or
agency of the Trustee specified in such notice.


 


Under certain circumstances set forth in
Section 11.01 of the Agreement, all of the Trustee’s right, title and interest
to the Trust Property may be assigned, transferred and delivered to the Related
Trustee of the Related Trust pursuant to the Assignment and Assumption
Agreement.  Upon the effectiveness of
such Assignment and Assumption Agreement (the “Transfer”), the Trust shall be terminated, the
Certificateholders shall receive beneficial interests in the Related Trust in
exchange for their interests in the Trust equal to their respective beneficial
interests in the Trust, the Certificates representing Fractional Undivided
Interests in the Trust shall be deemed for all purposes of the Agreement and
the Related Pass Through Trust Agreement to be certificates representing the
same fractional undivided interests in the Related Trust and its trust
property.  Each Certificateholder, by
its acceptance of this Certificate or a beneficial interest herein, agrees to
be bound by the Assignment and Assumption Agreement and subject to the terms of
the Related Pass Through Trust Agreement as a certificateholder thereunder.  From and after the Transfer, unless and to
the extent the context otherwise requires, references herein to the Trust, the
Agreement and the Trustee shall constitute references to the Related Trust, the
Related Pass Through Trust Agreement and trustee of the Related Trust,
respectively.


 


The Certificates are issuable only as
registered Certificates without coupons in minimum denominations of $1,000
Fractional Undivided Interest and integral multiples of $1,000 in excess
thereof except that one Certificate may be in a different denomination.  As provided in the Agreement and subject to
certain limitations therein set forth, the Certificates are exchangeable for
new Certificates of authorized denominations evidencing the same aggregate
Fractional Undivided Interest in the Trust, as requested by the
Certificateholder surrendering the same.


 


No service charge will be made for any such
registration of transfer or exchange, but the Trustee shall require payment by
the Holder of a sum sufficient to cover any tax or governmental charge payable
in connection therewith.


 


The Trustee, the Registrar, and any agent of
the Trustee or the Registrar may treat the person in whose name this
Certificate is registered as the owner hereof for all purposes, and neither the
Trustee, the Registrar, nor any such agent shall be affected by any notice to
the contrary.


 


The obligations and responsibilities created
by the Agreement and the Trust created thereby shall terminate upon the
distribution to Certificateholders of all amounts required to be


 


4

















 


distributed to them pursuant to the Agreement and the disposition of
all property held as part of the Trust Property.


 


UNTIL THE TRANSFER, THE AGREEMENT AND THIS
CERTIFICATE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF
THE STATE OF DELAWARE AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES
HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS, FROM AND AFTER THE
TRANSFER, THE AGREEMENT AND THIS CERTIFICATE SHALL BE GOVERNED AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK AND THE OBLIGATIONS, RIGHTS
AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH
SUCH LAWS.


 


Unless the certificate of authentication
hereon has been executed by the Trustee, by manual signature, this Certificate
shall not be entitled to any benefit under the Agreement or be valid for any
purpose.


 


5

















 


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


 


 


	
  Dated:                                   ,
  2004

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  JETBLUE AIRWAYS PASS THROUGH

  TRUST, SERIES 2004-1G-1-O

  
	
   

  	
   

  
	
   

  	
  By:  WILMINGTON TRUST COMPANY,

  not in its individual capacity but solely as

  Trustee

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  



 


 


6

















 


[FORM OF THE TRUSTEE’S
CERTIFICATE OF AUTHENTICATION]


 


This
is one of the Certificates referred

to in the within-mentioned Agreement.


 


	
   

  	
  WILMINGTON TRUST COMPANY, not

  in its individual capacity but solely as Trustee

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Authorized Officer

  



 


7

















 


FORM OF TRANSFER NOTICE


 


FOR VALUE RECEIVED
the undersigned registered holder hereby sell(s), assign(s) and transfer(s)
unto


 


	
  Insert
  Taxpayer Identification No.

  
	
   

  
	
   

  
	
   

  
	
  please
  print or typewrite name and address including zip code of assignee

  
	
   

  
	
   

  
	
  the
  within Certificate and all rights thereunder, hereby irrevocably constituting
  and appointing

  
	
   

  
	
   

  
	
  attorney
  to transfer said Certificate on the books of the Trustee with full power of
  substitution in the premises.

  
	
   

  
	
  Date:

  	
   

  	
   

  	
  [Name of Transferor]

  
	
   

  	
   

  
	
   

  	
  NOTE:  The signature must
  correspond with the name as written upon the face of the within-mentioned
  instrument in every particular, without alteration or any change whatsoever.

  
	
   

  	
   

  
	
  Signature Guarantee:

  	
   

  	
   

  	
   

  
					



 


8

















 


EXHIBIT B


 


FORM OF ASSIGNMENT AND
ASSUMPTION AGREEMENT


JetBlue
Airways Pass Through Trust, Series 2004-1G-1-O


 


ASSIGNMENT AND ASSUMPTION AGREEMENT,
dated
                       ,
(the “Agreement”), between
Wilmington Trust Company, a Delaware banking corporation (“WTC”), not in its individual capacity
except as expressly provided herein, but solely as trustee under the Pass
Through Trust Agreement dated as of March 24, 2004 (as amended, modified
or otherwise supplemented from time to time, the “Pass Through Trust Agreement”) in respect of the JetBlue
Airways Pass Through Trust, Series 2004-1G-1-O (the “Assignor”), and Wilmington Trust Company, a Delaware banking
corporation, not in its individual capacity except as expressly provided
herein, but solely as trustee under the Pass Through Trust Agreement dated as
of
                        ,
200     (the “New Pass
Through Trust Agreement”) in respect of the JetBlue Airways Pass Through
Trust, Series 2004-1G-1-S (the “Assignee”).


 


W
I T N E S S E T H:


 


WHEREAS,
the parties hereto desire to effect on the date hereof (the “Transfer Date”) (a) the transfer by
the Assignor to the Assignee of all of the right, title and interest of the
Assignor in, under and with respect to, among other things, the Trust Property
and each of the documents listed in Schedule I hereto (the “Scheduled Documents”) and (b) the
assumption by the Assignee of the obligations of the Assignor (i) under
the Scheduled Documents and (ii) in respect of the Certificates issued
under the Pass Through Trust Agreement; and


 


WHEREAS,
the Scheduled Documents permit such transfer upon satisfaction of certain
conditions heretofore or concurrently herewith being complied with;


 


NOW, THEREFORE, in
consideration of the premises and of the mutual covenants and agreements herein
contained, the parties hereto do hereby agree as follows (capitalized terms
used herein without definition having the meaning ascribed thereto in the Pass Through
Trust Agreement):


 


1.                                       Assignment.  The Assignor
does hereby sell, assign, convey, transfer and set over unto the Assignee as of
the Transfer Date all of its present and future right, title and interest in,
under and with respect to the Trust Property and the Scheduled Documents and
each other contract, agreement, document or instrument relating to the Trust
Property or the Scheduled Documents (such other contracts, agreements,
documents or instruments, together with the Scheduled Documents, to be referred
to as the “Assigned Documents”),
and any proceeds therefrom, together with all documents and instruments
evidencing any of such right, title and interest.


 


2.                                       Assumption.  The Assignee
hereby assumes for the benefit of the Assignor and each Certificateholder
(collectively, the “Beneficiaries”)
all of the duties and obligations of the Assignor, whenever accrued, pursuant
to the Assigned Documents and hereby confirms that it shall be deemed a party
to each of the Assigned Documents to which the Assignor is a party and shall be
bound by all the terms thereof (including the agreements and obligations of the
Assignor set forth therein) as if therein named as the Assignor.  Further, the Assignee hereby assumes for


 


1

















 


the benefit of the Assignor and the Beneficiaries all of the duties and
obligations of the Assignor under the Outstanding Certificates and hereby
confirms that the Certificates representing Fractional Undivided Interests
under the Pass Through Trust Agreement shall be deemed for all purposes of the
Pass Through Trust Agreement and the New Pass Through Trust Agreement to be
certificates representing the same fractional undivided interests under the New
Pass Through Trust Agreement equal to their respective beneficial interests in
the trust created under the Pass Through Trust Agreement.


 


3.                                       Effectiveness. 
This Agreement shall be effective upon the execution and delivery hereof
by the parties hereto, and each Certificateholder, by its acceptance of its
Certificate or a beneficial interest therein, agrees to be bound by the terms
of this Agreement.


 


4.                                       Payments.  The Assignor
hereby covenants and agrees to pay over to the Assignee, if and when received
following the Transfer Date, any amounts (including any sums payable as
interest in respect thereof) paid to or for the benefit of the Assignor that,
under Section 1 hereof, belong to the Assignee.


 


5.                                       Further Assurances. 
The Assignor shall, at any time and from time to time, upon the request
of the Assignee, promptly and duly execute and deliver any and all such further
instruments and documents and take such further action as the Assignee may
reasonably request to obtain the full benefits of this Agreement and of the
right and powers herein granted.  The
Assignor agrees to deliver the Global Certificates, and all Trust Property, if
any, then in the physical possession of the Assignor, to the Assignee.


 


6.                                       Representations and Warranties. 
(a)  The Assignee represents and
warrants to the Assignor and each of the Beneficiaries that:


 


(i)                                     it has all requisite power and authority
and legal right to enter into and carry out the transactions contemplated
hereby and to carry out and perform the obligations of the “Pass Through
Trustee” under the Assigned Documents;


 


(ii)                                  on and as of the date hereof, the
representations and warranties of the Assignee set forth in Section 7.15
of the New Pass Through Trust Agreement are true and correct.


 


(b)                                 The Assignor represents and warrants to
the Assignee that:


 


(i)                                     it is duly incorporated, validly existing
and in good standing under the laws of the State of Delaware and has the full
trust power, authority and legal right under the laws of the State of Delaware
and the United States pertaining to its trust and fiduciary powers to execute
and deliver this Agreement;


 


(ii)                                  the execution and delivery by it of this
Agreement and the performance by it of its obligations hereunder have been duly
authorized by it and will not violate its articles of association or by-laws or
the provisions of any indenture, mortgage, contract or other agreement to which
it is a party or by which it is bound; and


 


2

















 


(iii)                               this Agreement constitutes the legal, valid and
binding obligations of it enforceable against it in accordance with its terms,
except as the same may be limited by applicable bankruptcy, insolvency,
reorganization, moratorium or similar laws affecting the rights of creditors
generally and by general principles of equity, whether considered in a
proceeding at law or in equity.


 


7.                                       GOVERNING LAW. 
THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE
LAW OF THE STATE OF NEW YORK INCLUDING MATTERS OF CONSTRUCTION, VALIDITY AND
PERFORMANCE, WITHOUT GIVING EFFECT TO PRINCIPLES OF CONFLICTS OF LAWS.


 


8.                                       Counterparts. 
This Agreement may be executed in any number of counterparts, all of
which together shall constitute a single instrument.  It shall not be necessary that any counterpart be signed by both
parties so long as each party shall sign at least one counterpart.


 


9.                                       Third Party Beneficiaries. 
The Assignee hereby agrees, for the benefit of the Beneficiaries, that
its representations, warranties and covenants contained herein are also
intended to be for the benefit of each Beneficiary, and each Beneficiary shall
be deemed to be an express third party beneficiary with respect thereto,
entitled to enforce directly and in its own name any rights or claims it may
have against such party as such beneficiary.


 


*     *     *


 


3

















 


IN WITNESS WHEREOF,
the parties hereto, through their respective officers thereunto duly
authorized, have duly executed this Assignment as of the day and year first
above written.


 


 


	
   

  	
  ASSIGNOR:

  
	
   

  	
   

  
	
   

  	
  WILMINGTON TRUST COMPANY, not

  in its individual capacity except as expressly

  provided herein, but solely as trustee under

  the Pass Through Trust Agreement in respect

  of the JetBlue Airways Pass Through Trust

  2004-1G-1-O

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
  ASSIGNEE:

  
	
   

  	
   

  
	
   

  	
  WILMINGTON TRUST COMPANY, not

  in its individual capacity except as expressly

  provided herein, but solely as trustee under

  the Pass Through Trust Agreement in respect

  of the JetBlue Airways Pass Through Trust

  2004-1G-1-S

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Title:

  



 


4

















 


SCHEDULE I


 


SCHEDULE OF ASSIGNED
DOCUMENTS


 


	
  (1)

  	
   

  	
  Intercreditor Agreement dated as of March 24,
  2004 among the Trustee, the Other Trustee, the Policy Provider, the Liquidity
  Providers, the liquidity provider, if any, relating to the Certificates
  issued under (and as defined in) the Other Pass Through Trust Agreements and
  the Subordination Agent.

  
	
   

  	
   

  	
   

  
	
  (2)

  	
   

  	
  Escrow and Paying Agent Agreement (Class G-1)
  dated as of March 24, 2004 among the Escrow Agent, the Underwriters, the
  Trustee and the Paying Agent.

  
	
   

  	
   

  	
   

  
	
  (3)

  	
   

  	
  Note Purchase Agreement dated as of March 24,
  2004 among the Company, the Trustee, the Other Trustee, the Depositary, the
  Escrow Agent, the Paying Agent and the Subordination Agent.

  
	
   

  	
   

  	
   

  
	
  (4)

  	
   

  	
  Deposit Agreement (Class G-1) dated as of
  March 24, 2004 between the Escrow Agent and the Depositary.

  
	
   

  	
   

  	
   

  
	
  (5)

  	
   

  	
  The Policy (Class G-1) dated March 24, 2004,
  as defined in the Intercreditor Agreement.

  
	
   

  	
   

  	
   

  
	
  (6)

  	
   

  	
  The Policy Provider Agreement dated March 24,
  2004, as defined in the Intercreditor Agreement.

  
	
   

  	
   

  	
   

  
	
  (7)

  	
   

  	
  The Revolving Credit Agreement (2004-1G-1) dated
  as of March 24, 2004 between the Subordination Agent and the Primary
  Liquidity Provider.

  
	
   

  	
   

  	
   

  
	
  (8)

  	
   

  	
  The Class G-1 Above-Cap Liquidity Facility
  dated March 24, 2004, as defined in the Intercreditor Agreement.

  
	
   

  	
   

  	
   

  
	
  (9)

  	
   

  	
  Each of the Operative Agreements (as defined in
  the Participation Agreement for each Aircraft) in effect as of the Transfer
  Date.

  



 


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EXHIBIT C


 


FORM OF NOTICE TO DESIGNATE
NOMINEE AS WITHHOLDING AGENT


(Treas.
Reg. § 1.1445-8(f); 17 C.F.R. 240.10b-17(b)(1))


 


	
   

  	
  [DATE]

  



 


National Association of
Securities Dealers, Inc.

Market Operations

80 Merritt Blvd.

Trumbull, CT 06611


 


Re:                               JetBlue Airways Pass Through Trust,
Series 2004-1G-1-O

Pass Through Certificates, Series 2004-1G-1-O


 


With respect to distributions to be made on
[INSERT DISTRIBUTION DATE] to holders of the above-referenced Pass Through
Certificates in the amount of
$                          
per $1,000 principal amount of Certificate, we hereby designate the appropriate
nominees to withhold from amounts distributable to any non-U.S. Person such
amounts as required by Section 1446 of the Internal Revenue Code of 1986,
as amended.  The term “non-U.S. Person”
means any person or entity that, for U.S. federal income tax purposes, is not a
“U.S. Person.” “U.S. Person” for this purpose means a citizen or resident of
the United States, a corporation, partnership or other entity created or
organized under the laws of the United States or any political subdivision
thereof, or an estate or trust, the income of which is subject to U.S. federal
income taxation regardless of its source. 
The date of record for determining holders of Certificates entitled to
receive the distribution on [INSERT DISTRIBUTION DATE] is [INSERT RELATED
RECORD DATE].


 




	
   

  	
  Very truly yours,

  






 


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