Exhibit 4.6


 


EXECUTION COPY


 


REVOLVING
CREDIT AGREEMENT


(2004-1G-2)


 


dated as of March 24, 2004


 


between


 


WILMINGTON TRUST COMPANY,


as Subordination Agent,


as agent and trustee for the


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


as Borrower


 


and


 


LANDESBANK HESSEN-THÜRINGEN GIROZENTRALE,


as Primary Liquidity Provider


 


Relating to


 


JetBlue Airways 2004-1G-2 Pass Through Trust


JetBlue Airways Enhanced Pass Through Certificates, Series 2004-1G-2


 

















 


TABLE OF CONTENTS


 


	
  ARTICLE I

  	
  DEFINITIONS

  	
   

  
	
   

  	
  Section 1.01

  	
  Certain
  Defined Terms

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE II

  	
  AMOUNT
  AND TERMS OF THE COMMITMENT

  	
   

  
	
   

  	
  Section 2.01

  	
  Advances

  	
   

  
	
   

  	
  Section 2.02

  	
  Making
  the Advances

  	
   

  
	
   

  	
  Section 2.03

  	
  Fees

  	
   

  
	
   

  	
  Section 2.04

  	
  Automatic
  Reductions and Termination of the Maximum Commitment

  	
   

  
	
   

  	
  Section 2.05

  	
  Repayments
  of Interest Advances, the Special Termination Advance or the Final Advance

  	
   

  
	
   

  	
  Section 2.06

  	
  Repayments
  of Provider Advances

  	
   

  
	
   

  	
  Section 2.07

  	
  Payments
  to the Primary Liquidity Provider Under the Intercreditor Agreement

  	
   

  
	
   

  	
  Section 2.08

  	
  Book
  Entries

  	
   

  
	
   

  	
  Section 2.09

  	
  Payments
  from Available Funds Only

  	
   

  
	
   

  	
  Section 2.10

  	
  Extension
  of Expiry Date; Non-Extension Advance

  	
   

  
	
   

  	
  Section 2.11

  	
  Right
  to Further Extend Expiry Date

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE III

  	
  OBLIGATIONS
  OF THE BORROWER

  	
   

  
	
   

  	
  Section 3.01

  	
  Increased
  Costs

  	
   

  
	
   

  	
  Section 3.02

  	
  Capital
  Adequacy

  	
   

  
	
   

  	
  Section 3.03

  	
  Payments
  Free of Deductions

  	
   

  
	
   

  	
  Section 3.04

  	
  Payments

  	
   

  
	
   

  	
  Section 3.05

  	
  Computations

  	
   

  
	
   

  	
  Section 3.06

  	
  Payment
  on Non-Business Days

  	
   

  
	
   

  	
  Section 3.07

  	
  Interest

  	
   

  
	
   

  	
  Section 3.08

  	
  Replacement
  of Borrower

  	
   

  
	
   

  	
  Section 3.09

  	
  Funding
  Loss Indemnification

  	
   

  
	
   

  	
  Section 3.10

  	
  Illegality

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE IV

  	
  CONDITIONS
  PRECEDENT

  	
   

  
	
   

  	
  Section 4.01

  	
  Conditions
  Precedent to Effectiveness of Section 2.01

  	
   

  
	
   

  	
  Section 4.02

  	
  Conditions
  Precedent to Borrowing

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE V

  	
  COVENANTS

  	
   

  
	
   

  	
  Section 5.01

  	
  Affirmative
  Covenants of the Borrower

  	
   

  
	
   

  	
  Section 5.02

  	
  Negative
  Covenants of the Borrower

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE VI

  	
  LIQUIDITY
  EVENTS OF DEFAULT AND SPECIAL TERMINATION

  	
   

  
	
   

  	
  Section 6.01

  	
  Liquidity
  Events of Default and Special Termination

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE VII

  	
  MISCELLANEOUS

  	
   

  
	
   

  	
  Section 7.01

  	
  Amendments,
  Etc

  	
   

  
	
   

  	
  Section 7.02

  	
  Notices,
  Etc

  	
   

  
	
   

  	
  Section 7.03

  	
  No
  Waiver; Remedies

  	
   

  
								



 


i

















 


	
   

  	
  Section 7.04

  	
  Further
  Assurances

  	
   

  
	
   

  	
  Section 7.05

  	
  Indemnification;
  Survival of Certain Provisions

  	
   

  
	
   

  	
  Section 7.06

  	
  Liability
  of the Primary Liquidity Provider

  	
   

  
	
   

  	
  Section 7.07

  	
  Costs,
  Expenses and Taxes

  	
   

  
	
   

  	
  Section 7.08

  	
  Binding
  Effect; Participations

  	
   

  
	
   

  	
  Section 7.09

  	
  Severability

  	
   

  
	
   

  	
  Section 7.10

  	
  GOVERNING
  LAW

  	
   

  
	
   

  	
  Section 7.11

  	
  Submission
  to Jurisdiction; Waiver of Jury Trial; Waiver of Immunity

  	
   

  
	
   

  	
  Section 7.12

  	
  Execution
  in Counterparts

  	
   

  
	
   

  	
  Section 7.13

  	
  Entirety

  	
   

  
	
   

  	
  Section 7.14

  	
  Headings

  	
   

  
	
   

  	
  Section 7.15

  	
  PRIMARY
  LIQUIDITY PROVIDER’S OBLIGATION TO MAKE ADVANCES

  	
   

  
	
   

  	
  Section 7.16

  	
  Transfer

  	
   

  



 


	
  Annex
  I

  	
  -

  	
  Interest
  Advance Notice of Borrowing

  
	
  Annex II

  	
  -

  	
  Non-Extension
  Advance Notice of Borrowing

  
	
  Annex III

  	
  -

  	
  Downgrade
  Advance Notice of Borrowing

  
	
  Annex
  IV

  	
  -

  	
  Final
  Advance Notice of Borrowing

  
	
  Annex
  V

  	
  -

  	
  Notice
  of Termination

  
	
  Annex
  VI

  	
  -

  	
  Notice
  of Replacement Subordination Agent

  
	
  Annex
  VII

  	
  -

  	
  Special
  Termination Advance Notice of Borrowing

  
	
  Annex
  VIII

  	
  -

  	
  Notice
  of Special Termination

  



 


ii

















 


REVOLVING CREDIT AGREEMENT


 


This REVOLVING CREDIT AGREEMENT (2004-1G-2),
dated as of March 24, 2004 (as it may be amended, supplemented or
otherwise modified from time to time in accordance with the terms hereof, this
“Agreement”), between WILMINGTON TRUST COMPANY, a Delaware
banking corporation, not in its individual capacity but solely as Subordination
Agent under the Intercreditor Agreement (each as defined below), as agent and
trustee for the Class G-2 Trust (as defined below) (the “Borrower”), and LANDESBANK HESSEN-THÜRINGEN GIROZENTRALE, a public-law banking
institution organized under the laws of Germany (“Primary Liquidity Provider”).


 


W I T N E S S E T H:


 


WHEREAS,
pursuant to the Class G-2 Trust Agreement (as defined below), the Class G-2
Trust is issuing the Class G-2 Certificates; and


 


WHEREAS,
the Borrower, in order to support the timely payment of a portion of the
interest on the Class G-2 Certificates in accordance with their terms, has
requested the Primary Liquidity Provider to enter into this Agreement,
providing in part for the Borrower to request in specified circumstances that
Advances be made hereunder.


 


NOW,
THEREFORE, in consideration of the mutual promises contained
herein, 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                            Certain
Defined Terms.  (a)  For all purposes of this Agreement, except
as otherwise expressly provided or unless the context otherwise requires:


 


(i)                                     the
terms used herein that are defined in this Article I have the meanings
assigned to them in this Article I, and include the plural as well as the
singular;


 


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


 


(iii)                               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 or other
subdivision; and


 


(iv)                              the
term “including” means “including without limitation”.


 


“Additional Costs” has the meaning
specified in Section 3.01.


 

















 


“Advance” means an Interest Advance, a
Final Advance, a Provider Advance, a Special Termination Advance or an Applied
Provider Advance, as the case may be.


 


“Applicable Liquidity Rate” has the meaning
specified in Section 3.07(g).


 


“Applicable Margin” means (w) with
respect to any Unpaid Advance (other than a Special Termination Advance) or
Applied Provider Advance, 1.75% per annum, (x) with respect to any Unapplied
Provider Advance, the margin per annum specified in the Fee Letter or
(z) with respect to any Special Termination Advance, the margin per annum
specified in the Fee Letter.


 


“Applied Downgrade Advance” has the
meaning specified in Section 2.06(a).


 


“Applied Non-Extension Advance” has the
meaning assigned to such term in Section 2.06(a).


 


“Applied Provider Advance” has the
meaning assigned to such term in Section 2.06(a).


 


“Applied Special Termination Advance”
has the meaning assigned to such term in Section 2.05.


 


“Assignment and Assumption Agreement”
means the Assignment and Assumption Agreement to be entered into between the
Borrower and the trustee of the Successor Trust.


 


“Base Rate” means a fluctuating interest
rate per annum in effect from time to time, which rate per annum shall at all
times be equal to (a) the weighted average of the rates on overnight
Federal funds transactions with members of the Federal Reserve System arranged
by Federal funds brokers, as published for such day (or, if such day is not a
Business Day, for the preceding Business Day) by the Federal Reserve Bank of
New York, or if such rate is not so published for any day that is a Business
Day, the average of the quotations for such day for such transactions received
by the Primary Liquidity Provider from three Federal funds brokers of
recognized standing selected by it, plus (b) one-quarter of one percent
(0.25)%.


 


“Base Rate Advance” means an Advance
that bears interest at a rate based upon the Base Rate.


 


“Borrower” has the meaning specified in
the recitals to this Agreement.


 


“Borrowing” means the making of Advances
requested by delivery of a Notice of Borrowing.


 


“Business Day” means any day
(x) other than a Saturday or Sunday or a day on which commercial banks are
authorized or required by law to close in Darien, Connecticut, New York, New
York or, so long as any Class G-2 Certificate is outstanding, the city and
state in which the Class G-2 Trustee, the Borrower or any Indenture Trustee
maintains its corporate trust office or receives and disburses funds, and
(y) if the applicable Business Day relates to any Advance or amount
bearing interest based on LIBOR, on which dealings are carried on in the London
interbank market.


 


2

















 


“Consent Period” has the meaning specified
in Section 2.10.


 


“Deposit Agreement” means the Deposit
Agreement (2004-1G-2) dated as of the date hereof between Wilmington Trust
Company, as Escrow Agent and HSH Nordbank AG, New York Branch, as Depositary,
pertaining to the Class G-2 Certificates, as the same may be amended, modified
or supplemented from time to time in accordance with the terms thereof.


 


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


 


“Deposits” has the meaning assigned to
such term in the Deposit Agreement.


 


“Downgrade Advance” means an Advance
made pursuant to Section 2.02(c).


 


“Downgrade Event” means a downgrading of
the Primary Liquidity Provider’s short-term unsecured debt rating or issuer
credit rating (as applicable) issued by either Rating Agency below the applicable
Threshold Rating unless each Rating Agency shall have confirmed in writing on
or prior to the date of such downgrading that such downgrading will not result
in the downgrading, withdrawal or suspension of the ratings of the Glass G-2
Certificates (without regard to the Policies), in which case, such downgrading
of the Primary Liquidity Provider’s short-term unsecured debt rating or issuer
credit rating (as applicable) shall not constitute a Downgrade Event and shall
be referred to herein as a “Helaba Downgrade”.


 


“Effective Date” has the meaning
specified in Section 4.01.  The
delivery of the certificate of the Primary Liquidity Provider contemplated by
Section 4.01(e) shall be conclusive evidence that the Effective Date has
occurred.


 


“Excluded Taxes” means (i) any
Taxes imposed on, based on, or measured by the overall net income, capital,
franchises, or receipts (other than Taxes which are or are in the nature of
sales or use Taxes or value added Taxes) of the Primary Liquidity Provider or
any of its Lending Offices, (ii) withholding Taxes imposed by the United
States except to the extent that such United States withholding Taxes are
imposed or increased as a result of any change in applicable law (excluding
from change in applicable law for this purpose a change in an applicable treaty
or other change in law affecting the applicability of a treaty) after the date
hereof, or in the case of a successor Primary Liquidity Provider (including a
transferee of an Advance), after the date on which such successor Primary
Liquidity Provider obtains its interest, (iii) any withholding Taxes
imposed by the United States which are imposed or increased as a result of the
Primary Liquidity Provider failing to deliver to the Borrower any certificate
or document (which certificate or document in the good faith judgment of the
Primary Liquidity Provider it is legally entitled to provide) which is
reasonably requested by the Borrower to establish that payments under this
Agreement are exempt from (or entitled to a reduced rate of) withholding tax,
and (iv) withholding Taxes imposed by the United States on payments to a
recipient in any other jurisdiction to which such Lending Office is moved if,
under the laws in effect at the time of such move, such laws would require
greater withholding of Taxes on payments to such Primary Liquidity Provider
acting from an office in such jurisdiction than would be required on payments
to such Primary Liquidity Provider acting from an office in the jurisdiction
from which such Lending Office was moved.


 


3

















 


“Expenses” means liabilities,
obligations, damages, settlements, penalties, claims, actions, suits, costs,
expenses, and disbursements (including, without limitation, reasonable fees and
disbursements of legal counsel and costs of investigation), provided
that Expenses shall not include Taxes.


 


“Expiry Date” means March 23, 2005,
initially, or any date to which the Expiry Date is extended pursuant to
Section 2.10 or 2.11.


 


“Extension Effective Date” has the
meaning assigned to such term in Section 2.11.


 


“Final Advance” means an Advance made
pursuant to Section 2.02(d).


 


“Helaba Downgrade” has the meaning
assigned to such term in the definition of “Downgrade Event”.


 


“Intercreditor Agreement” means the
Intercreditor Agreement, dated as of the date hereof among the Trustees, the
Primary Liquidity Provider, the Primary Liquidity Provider under each Primary
Liquidity Facility (other than this Agreement), the Above-Cap Liquidity
Provider, the Policy Provider and the Borrower, as the same may be amended,
supplemented or otherwise modified from time to time in accordance with its
terms.


 


“Interest Advance” means an Advance made
pursuant to Section 2.02(a).


 


“Interest Period” means, with respect to
any LIBOR Advance, each of the following periods:


 


(1)                                  the period beginning
on the third Business Day following either (x) the Primary Liquidity
Provider’s receipt of the Notice of Borrowing for such LIBOR Advance or
(y) the withdrawal of funds from the Class G-2 Primary Cash Collateral
Account for the purpose of paying interest on the Class G-2 Certificates as
contemplated by Section 2.06(a) hereof and, in either case, ending on the
next Regular Distribution Date; and


 


(2)                                  each subsequent
period commencing on the last day of the immediately preceding Interest Period
and ending on the next Regular Distribution Date;


 


provided, however, that if (x) the
Final Advance shall have been made, or (y) other outstanding Advances
shall have been converted into the Final Advance, then the Interest Periods
shall be successive periods of one month beginning on the third Business Day
following the Primary Liquidity Provider’s receipt of the Notice of Borrowing
for such Final Advance (in the case of clause (x) above) or the Regular
Distribution Date following such conversion (in the case of clause (y) above).


 


“Lending Office” means the lending
office of the Primary Liquidity Provider, presently located at Frankfurt am
Main, Germany, or such other lending office as the Primary Liquidity Provider
from time to time shall notify the Borrower as its lending office hereunder;
provided that the Primary Liquidity Provider shall not change its Lending
Office to another Lending


 


4

















 


Office outside the United States of America except in accordance with
Section 3.01, 3.02 or 3.03 hereof.


 


“LIBOR” means, with respect to any
Interest Period, the interest rate per annum at which deposits in United States
dollars are offered to prime banks in the London interbank market as indicated
on display page 3750 (British Bankers Association LIBOR) of the Dow Jones
Markets Service (or such other page as may replace such display
page 3750 for the purpose of displaying London interbank offered rates for
United States dollar deposits) or, if not so indicated, the average (rounded
upwards to the nearest 1/100%), as determined by the Primary Liquidity
Provider, of such rates as indicated on the Reuters Screen LIBO Page (or
such other page as may replace such Reuters Screen LIBO Page for the
purpose of displaying London interbank offered rates for United States dollar
deposits) or, if neither such alternative is indicated, the average (rounded
upwards to the nearest 1/100%), as determined by the Primary Liquidity Provider,
of such rates offered by the London Reference Banks to prime banks in the
London interbank market, in each case at or about 11:00 a.m. (London time)
on the second LIBOR Business Day prior to the first day of such Interest Period
for deposits of a duration equal to such Interest Period (or such other period
most nearly corresponding to such period) in an amount substantially equal to
the principal amount of the applicable LIBOR Advance as of the first day of
such Interest Period.  The Primary
Liquidity Provider will, if necessary, request that each of the London
Reference Banks provide a quotation of its rate.  If at least two such quotations are provided, the rate will be
the average of the quotations (rounded upwards to the nearest 1/100%).  If no such quotation can be obtained, the
rate will be Base Rate.


 


“LIBOR Advance” means an Advance bearing
interest at a rate based upon LIBOR.


 


“LIBOR Business Day” means any day on
which dealings are carried on in the London interbank market.


 


“Liquidity Event of Default” means the
occurrence of either (a) the Acceleration of all of the Equipment Notes
(provided that, with respect to any period prior to the Delivery Period Expiry
Date, such Equipment Notes have an aggregate outstanding principal balance in
excess of $300,000,000) or (b) a JetBlue Bankruptcy Event.


 


“Liquidity Indemnitee” means
(i) the Primary Liquidity Provider, (ii) the directors, officers,
employees, servants and agents of the Primary Liquidity Provider and its
Affiliates, and (iii) the successors and permitted assigns of the persons
described in clauses (i) through (ii), inclusive.


 


“London Reference Banks” means the
principal London offices of Citibank, N.A., Barclays Bank PLC and Standard
Chartered Bank or such other bank or banks as may from time to time be agreed
to by JetBlue and the Primary Liquidity Provider.


 


“Maximum Available Commitment” shall
mean, subject to the proviso contained in the third sentence of
Section 2.02(a), at any time of determination, (a) the Required
Amount at such time less (b) the aggregate amount of each Interest Advance
outstanding; provided, however, that following a Provider
Advance, a Special Termination Advance or a Final Advance, the Maximum
Available Commitment shall be zero.


 


5

















 


“Maximum Commitment” means initially  $24,126,015.45, as the same may be reduced
from time to time in accordance with Section 2.04(a).


 


“Non-Excluded Tax” has the meaning
specified in Section 3.03.


 


“Non-Extension Advance” means an Advance
made pursuant to Section 2.02(b).


 


“Notice of Borrowing” has the meaning
specified in Section 2.02(f).


 


“Notice of Replacement Subordination Agent”
has the meaning specified in Section 3.08.


 


“Participating Institution” has the
meaning specified in Section 7.08(b).


 


“Performing Note Deficiency” means any
time that less than 65% of the then aggregate outstanding principal amount of
all Equipment Notes are Performing Equipment Notes.


 


“Primary Liquidity Provider” has the
meaning specified in the recital of parties to this Agreement.


 


“Prospectus Supplement” means the
Prospectus Supplement dated March 18, 2004 relating to the Certificates,
as such Prospectus Supplement may be amended or supplemented.


 


“Provider Advance” means a Downgrade
Advance or a Non-Extension Advance.


 


“Regulatory Change” has the meaning
specified in Section 3.01.


 


“Replenishment Amount” has the meaning
assigned to such term in Section 2.06(b).


 


“Required Amount” means, for any day,
(i) so long as there is no Interest Advance made hereunder remaining
unreimbursed on such day, the aggregate amount of interest, calculated at the
rate per annum equal to the applicable Capped Interest Rate for the Class G-2
Certificates, that would be payable on the Class G-2 Certificates on each of
the six successive Regular Distribution Dates immediately following such day,
without regard to expected future distributions of principal on such Class of
Certificates or (ii) if there is one or more Interest Advances made hereunder
and remaining unreimbursed on such day, the sum of (x) the unreimbursed amount
of such Interest Advance(s) and (y) the product of (A) the Undrawn Percentage
and (B) the amount determined pursuant to clause (i) as if no Interest Advances
were outstanding and unreimbursed on such date.  The “Undrawn Percentage” as of any date is equal to one hundred
percent minus the sum of the Individual Drawn Percentages for the Interest
Advances that are unreimbursed as of such date.  The “Individual Drawn Percentage” for any unreimbursed Interest
Advance as of any day is equal to a fraction, expressed as a percentage, the
numerator of which is the unreimbursed amount of such Interest Advance as of
such date and the denominator of which is the Required Amount as of the date of
each such Interest Advance calculated as if no Interest Advance were
outstanding on the date of such Interest Advance and on the basis of the lower
of the applicable Stated Interest Rate and the applicable Capped Interest Rate
as of such date.  Repayments of Interest
Advances shall be deemed to have been made in the order in which such Interest
Advances were made.  Notwithstanding the
above, in the event


 


6

















 


of any Policy Provider Election, for purposes of the definition of
Required Amount, the Pool Balance shall be deemed to be reduced by the amount
(if positive) by which (a) the then outstanding principal balance of each
Series G-2 Equipment Note in respect of which such Policy Provider
Election has been made shall exceed (b) the amount of any Policy Drawings
previously paid by the Policy Provider in respect of principal on such
Series G-2 Equipment Note.


 


“Special Termination Advance” means an
Advance made pursuant to Section 2.02(e).


 


“Special Termination Notice” means the
Notice of Special Termination substantially in the form of Annex VIII to
this Agreement.


 


“Successor Trust” means the JetBlue
Airways Pass Through Trust 2004-1G-2-S.


 


“Termination Date” means the earliest to
occur of the following:  (i) the
Expiry Date; (ii) the date on which the Borrower delivers to the Primary
Liquidity Provider a certificate, signed by a Responsible Officer of the
Borrower, certifying that all of the Class G-2 Certificates have been paid in
full (or provision has been made for such payment in accordance with the
Intercreditor Agreement and the Trust Agreement) or are otherwise no longer
entitled to the benefits of this Agreement; (iii) the date on which the
Borrower delivers to the Primary Liquidity Provider a certificate, signed by a
Responsible Officer of the Borrower, certifying that a Replacement Liquidity
Facility has been substituted for this Agreement in full pursuant to
Section 3.6(e) of the Intercreditor Agreement; (iv) the fifth
Business Day following the receipt by the Borrower and JetBlue of a Termination
Notice or a Special Termination Notice from the Primary Liquidity Provider
pursuant to Section 6.01; and (v) the date on which no Advance is or
may (including by reason of reinstatement as herein provided) become available
for a Borrowing hereunder.


 


“Termination Notice” means the Notice of
Termination substantially in the form of Annex V to this Agreement.


 


“Unapplied Non-Extension Advance” means
any Non-Extension Advance other than an Applied Non-Extension Advance.


 


“Unapplied Provider Advance” means any
Provider Advance other than an Applied Provider Advance.


 


“Unpaid Advance” has the meaning
specified in Section 2.05.


 


(b)                                 Terms
Defined in the Intercreditor Agreement. 
Capitalized terms not otherwise defined in this Agreement shall have the
respective meanings assigned to such terms in the Intercreditor Agreement.


 


7

















 


ARTICLE II


 


AMOUNT AND TERMS OF THE COMMITMENT


 


Section 2.01                            Advances.  The Primary Liquidity Provider hereby
irrevocably agrees, on the terms and conditions hereinafter set forth, to make
Advances to the Borrower from time to time on any Business Day during the
period from the Effective Date until 12:00 noon (New York City time) on the
Expiry Date (unless the obligations of the Primary Liquidity Provider shall be
earlier terminated in accordance with the terms of Section 2.04(b)) in an
aggregate amount at any time outstanding not to exceed the Maximum Commitment.


 


Section 2.02                            Making
the Advances.  (a)  Each “Interest
Advance” shall be made in a single Borrowing by delivery to the
Primary Liquidity Provider of a written and completed Notice of Borrowing in
substantially the form of Annex I, signed by a Responsible Officer of the
Borrower, such Interest Advance in an amount not exceeding the Maximum
Available Commitment at such time and shall be used solely for the payment when
due of interest for the applicable Interest Period on the Class G-2
Certificates at the Stated Interest Rate therefor in accordance with
Section 3.6(a) of the Intercreditor Agreement.  Each Interest Advance made hereunder shall automatically reduce
the Maximum Available Commitment (based on the Required Amount as recalculated
as a result of making such Interest Advance) and the amount available to be
borrowed hereunder by subsequent Advances by the amount of such Interest
Advance (subject to reinstatement as provided in the next sentence).  Subject to the provisions of
Section 3.6(g) of the Intercreditor Agreement, upon repayment to the
Primary Liquidity Provider in full or in part of the amount of any Interest
Advance made pursuant to this Section 2.02(a), together with accrued
interest thereon (as provided herein), the Maximum Available Commitment shall
be reinstated by an amount equal to the product of (A) the then Required Amount
(calculated as if no Interest Advances are outstanding) and (B) a fraction, the
numerator of which is the amount of such reimbursement (assuming that Interest
Advances are reimbursed in the order in which they were made) in respect of
principal of such Interest Advance and the denominator of which is the Required
Amount at the date of such Interest Advance (calculated as if no Interest
Advances are then outstanding and on the basis of the lower of the applicable
Stated Interest Rate and the applicable Capped Interest Rate as of such date)
but not to exceed the Maximum Commitment; provided, however, that
the Maximum Available Commitment shall not be so reinstated at any time if
(i) a Liquidity Event of Default shall have occurred and be continuing and
(ii) there is a Performing Note Deficiency or at any time after the making
of a Provider Advance, a Final Advance or a Special Termination Advance.


 


(b)                                 A
“Non-Extension Advance” shall be
made in a single Borrowing if this Agreement is not extended in accordance with
Section 3.6(d) of the Intercreditor Agreement (unless a Replacement
Liquidity Facility to replace this Agreement shall have been delivered to the
Borrower as contemplated by said Section 3.6(d) within the time period
specified in such Section) by delivery to the Primary Liquidity Provider of a
written and completed Notice of Borrowing in substantially the form of
Annex II attached hereto, signed by a Responsible Officer of the Borrower,
in an amount equal to the Maximum Available Commitment at such time, and shall
be used to fund the Class G-2 Primary Cash Collateral Account in accordance
with said Section 3.6(d) and Section 3.6(f) of the Intercreditor
Agreement.


 


8

















 


(c)                                  A
“Downgrade Advance” shall be made
in a single Borrowing upon the occurrence of a Downgrade Event (as provided for
in Section 3.6(c) of the Intercreditor Agreement) unless a Replacement
Liquidity Facility shall have been delivered to the Borrower in accordance with
said Section 3.6(c), by delivery to the Primary Liquidity Provider of a
written and completed Notice of Borrowing in substantially the form of
Annex III, signed by a Responsible Officer of the Borrower, in an amount
equal to the Maximum Available Commitment at such time, and shall be used to
fund the Class G-2 Primary Cash Collateral Account in accordance with said
Section 3.6(c) and Section 3.6(f) of the Intercreditor Agent.  Upon the occurrence of a Downgrade Event,
the Primary Liquidity Provider shall promptly deliver notice thereof to the
Borrower, the Trustee, the Policy Provider and JetBlue.


 


(d)                                 A
“Final Advance” shall be made in a
single Borrowing upon the receipt by the Borrower of a Termination Notice from
the Primary Liquidity Provider pursuant to Section 6.01(a), by delivery to
the Primary Liquidity Provider of a written and completed Notice of Borrowing
in substantially the form of Annex IV, signed by a Responsible Officer of the
Borrower, in an amount equal to the Maximum Available Commitment at such time,
and shall be used to fund the Class G-2 Primary Cash Collateral Account (in
accordance with Section 3.6(f) and Section 3.6(i) of the
Intercreditor Agreement).


 


(e)                                  A
“Special Termination Advance”
shall be made in a single Borrowing upon the receipt by the Borrower of a
Special Termination Notice from the Primary Liquidity Provider pursuant to
Section 6.01(b), by delivery to the Primary Liquidity Provider of a
written and completed Notice of Borrowing in substantially the form of Annex
VII, signed by a Responsible Officer of the Borrower, in an amount equal to the
Maximum Available Commitment at such time, and shall be used to fund the Class
G-2 Primary Cash Collateral Account (in accordance with Section 3.6(f) and
Section 3.6(i) of the Intercreditor Agreement).


 


(f)                                    Each
Borrowing shall be made on notice in writing (a “Notice of Borrowing”) in substantially the form required by
Section 2.02(a), 2.02(b), 2.02(c), 2.02(d) or 2.02(e), as the case may be,
given by the Borrower to the Primary Liquidity Provider.  If a Notice of Borrowing is delivered by the
Borrower in respect of any Borrowing no later than 1:00 p.m. (New York
City time) on a Business Day, upon satisfaction of the conditions precedent set
forth in Section 4.02 with respect to a requested Borrowing, the Primary
Liquidity Provider shall, before 4:00 p.m. (New York City time) on the
date of delivery of such Notice of Borrowing or on such later Business Day
specified by the Borrower in such Notice of Borrowing, make available in U.S.
dollars and in immediately available funds, the amount of such Borrowing to be
paid to the Borrower in accordance with its payment instructions.  If a Notice of Borrowing is delivered by the
Borrower in respect of any Borrowing after 1:00 p.m. (New York City time)
on a Business Day, the Primary Liquidity Provider shall, before 1:00 p.m.
(New York City time) on the first Business Day following the day of receipt of
such Notice of Borrowing or on such later Business Day specified by the
Borrower in such Notice of Borrowing, make available to the Borrower, in
accordance with its payment instructions, in U.S. dollars and in immediately
available funds, the amount of such Borrowing. 
Payments of proceeds of a Borrowing shall be made by wire transfer of
immediately available funds to the Borrower in accordance with such wire
transfer instructions as the Borrower shall furnish from time to time to the
Primary Liquidity Provider for such purpose. 
Each Notice of Borrowing shall be irrevocable and binding


 


9

















 


on the Borrower.  Each Notice of
Borrowing shall be effective upon delivery of a copy thereof to the Primary
Liquidity Provider’s New York Branch at the address specified in
Section 7.02.


 


(g)                                 Upon
the making of any Advance requested pursuant to a Notice of Borrowing in
accordance with the Borrower’s payment instructions, the Primary Liquidity
Provider shall be fully discharged of its obligation hereunder with respect to
such Notice of Borrowing, and the Primary Liquidity Provider shall not
thereafter be obligated to make any further Advances hereunder in respect of
such Notice of Borrowing to the Borrower or to any other Person.  If the Primary Liquidity Provider makes an
Advance requested pursuant to a Notice of Borrowing before 12:00 noon (New
York City time) on the second Business Day after the date of payment specified
in said Section 2.02(f), the Primary Liquidity Provider shall have fully
discharged its obligations hereunder with respect to such Advance and an event
of default shall not have occurred hereunder. 
Following the making of any Advance pursuant to Section 2.02(b),
Section 2.02(c), Section 2.02(d) or Section 2.02(e) to fund the
Class G-2 Primary Cash Collateral Account, the Primary Liquidity Provider shall
have no interest in or rights to the Class G-2 Primary Cash Collateral Account,
such Advance or any other amounts from time to time on deposit in the Class G-2
Primary Cash Collateral Account; provided, however, that the
foregoing shall not affect or impair the obligations of the Subordination Agent
to make the distributions contemplated by Section 3.6(e) or (f) of the
Intercreditor Agreement and provided  further, that the foregoing
shall not affect or impair the rights of the Primary Liquidity Provider to
provide written instructions with respect to the investment and reinvestment of
the Cash Collateral Accounts to the extent provided in Section 2.2(b) of
the Intercreditor Agreement.  By paying
to the Borrower proceeds of Advances requested by the Borrower in accordance
with the provisions of this Agreement, the Primary Liquidity Provider makes no
representation as to, and assumes no responsibility for, the correctness or
sufficiency for any purpose of the amount of the Advances so made and
requested.


 


Section 2.03                            Fees.  The Borrower agrees to pay to the Primary
Liquidity Provider the fees set forth in the Fee Letter applicable to this
Agreement.


 


Section 2.04                            Automatic
Reductions and Termination of the Maximum Commitment.


 


(a)                                  Automatic
Reductions.  Promptly following each
date on which the Required Amount is reduced as a result of a reduction in the
Pool Balance of the Class G-2 Certificates (including by reason of a Policy
Provider Election with respect to one or more Series G-2 Equipment Notes), or
otherwise, the Maximum Commitment shall automatically be reduced to an amount
equal to such reduced Required Amount (as calculated by the Borrower).  The Borrower shall give notice of any such
automatic reduction of the Maximum Commitment to the Primary Liquidity Provider
within two Business Days thereof.  The
failure by the Borrower to furnish any such notice shall not affect such
automatic reduction of the Maximum Commitment.


 


(b)                                 Termination.  Upon the making of any Provider Advance, a
Special Termination Advance or Final Advance hereunder or the occurrence of the
Termination Date, the obligation of the Primary Liquidity Provider to make
further Advances hereunder shall automatically and irrevocably terminate, and
the Borrower shall not be entitled to request any further Borrowing hereunder.


 


10

















 


Section 2.05                            Repayments
of Interest Advances, the Special Termination Advance or the Final Advance.  Subject to Sections 2.06, 2.07 and
2.09, the Borrower hereby agrees, without notice of an Advance or demand for
repayment from the Primary Liquidity Provider (which notice and demand are
hereby waived by the Borrower), to pay, or to cause to be paid, to the Primary
Liquidity Provider on each date on which the Primary Liquidity Provider shall
make an Interest Advance, the Special Termination Advance or the Final Advance,
an amount equal to (a) the amount of such Advance (any such Advance, until
repaid, is referred to herein as an “Unpaid
Advance”), plus (b) interest on the amount of each such Unpaid
Advance as provided in Section 3.07; provided, however, that if
(i) the Primary Liquidity Provider shall make a Provider Advance at any
time after making one or more Interest Advances which shall not have been
repaid in accordance with this Section 2.05 or (ii) this Liquidity
Facility shall become a Downgraded Facility or Non-Extended Facility at any
time when unreimbursed Interest Advances have reduced the Maximum Available
Commitment to zero, then such Interest Advances shall cease to constitute
Unpaid Advances and shall be deemed to have been changed into an Applied
Downgrade Advance or an Applied Non-Extension Advance, as the case may be, for
all purposes of this Agreement (including, for the purpose of determining when
such Interest Advance is required to be repaid to the Primary Liquidity
Provider in accordance with Section 2.06 and for the purposes of
Section 2.06(b)); provided, further, that amounts in respect
of a Special Termination Advance withdrawn from the Class G-2 Primary Cash
Collateral Account for the purpose of paying interest on the Class G-2
Certificates in accordance with Section 3.6(f) of the Intercreditor
Agreement (the amount of any such withdrawal being an “Applied Special Termination Advance”) shall
thereafter (subject to Section 2.06(b)) be treated as an Interest Advance
under this Agreement for purposes of determining the Applicable Liquidity Rate
for interest payable thereon; and provided, further, that if,
following the making of a Special Termination Advance, the Liquidity Provider
delivers a Termination Notice to the Borrower pursuant to Section 6.01(a),
such Special Termination Advance shall thereafter be treated as a Final Advance
under this Agreement for purposes of determining the Applicable Liquidity Rate
for interest payable thereon and the obligation for repayment thereof.  The Borrower and the Primary Liquidity
Provider agree that the repayment in full of each Interest Advance, Special
Termination Advance and Final Advance on the date such Advance is made is
intended to be a contemporaneous exchange for new value given to the Borrower
by the Primary Liquidity Provider.


 


Section 2.06                            Repayments
of Provider Advances.  (a) Amounts
advanced hereunder in respect of a Provider Advance shall be deposited in the
Class G-2 Primary Cash Collateral Account, invested and withdrawn from the
Class G-2 Primary Cash Collateral Account as set forth in Sections 3.6(c),
(d) and (f) of the Intercreditor Agreement. 
The Borrower agrees to pay to the Primary Liquidity Provider, on each
Regular Distribution Date, commencing on the first Regular Distribution Date
after the making of a Provider Advance, interest on the principal amount of any
such Provider Advance as provided in Section 3.07; provided, however,
that amounts in respect of a Provider Advance withdrawn from the Class G-2
Primary Cash Collateral Account for the purpose of paying interest on the Class
G-2 Certificates in accordance with Section 3.6(f) of the Intercreditor
Agreement (the amount of any such withdrawal being (y) in the case of a
Downgrade Advance, an “Applied Downgrade
Advance” and (z) in the case of a Non-Extension Advance, an “Applied Non-Extension Advance” and,
together with an Applied Downgrade Advance, an “Applied Provider Advance”) shall thereafter (subject to
Section 2.06(b)) be treated as an Interest Advance under this Agreement
for purposes of


 


11

















 


determining the Applicable Liquidity Rate for interest payable thereon;
and provided, further, that if, following the making of a
Provider Advance, the Primary Liquidity Provider delivers a Termination Notice
to the Borrower pursuant to Section 6.01(a), such Provider Advance shall
thereafter be treated as a Final Advance under this Agreement for purposes of
determining the Applicable Liquidity Rate for interest payable thereon and the
obligation for repayment thereof. 
Subject to Sections 2.07 and 2.09 hereof, immediately upon the
withdrawal of any amounts from the Class G-2 Primary Cash Collateral Account on
account of a reduction in the Required Amount, the Borrower shall repay to the
Primary Liquidity Provider a portion of the Provider Advances in a principal
amount equal to the amount of such reduction, plus interest on the principal
amount prepaid as provided in Section 3.07.


 


(b)                                 At
any time when an Applied Provider Advance (or any portion thereof) is
outstanding, upon the deposit in the Class G-2 Primary Cash Collateral Account
of any amount pursuant to Section 2.4(a) of the Intercreditor Agreement,
clause fourth of Section 3.2 of the Intercreditor Agreement (any
such amount being a “Replenishment Amount”)
for the purpose of replenishing or increasing the balance thereof up to the
amount of the Required Amount at such time, (i) the aggregate outstanding
principal amount of all Applied Provider Advances (and of Provider Advances
treated as an Interest Advance for purposes of determining the Applicable
Liquidity Rate for interest payable thereon) shall be automatically reduced by
the amount of such Replenishment Amount and (ii) the principal amount of
all outstanding Unapplied Provider Advances shall be automatically increased by
the amount of such Replenishment Amount.


 


(c)                                  Upon
the provision of a Replacement 
Liquidity Facility in replacement of this Agreement in accordance with
Section 3.6(e) or 2.7(c) of the Intercreditor Agreement, amounts remaining
on deposit in the Class G-2 Primary Cash Collateral Account after giving effect
to any Applied Provider Advance on the date of such replacement shall be
reimbursed to the Primary Liquidity Provider, but only to the extent such
amounts are necessary to repay in full to the Primary Liquidity Provider all
amounts owing to it hereunder.


 


Section 2.07                            Payments
to the Primary Liquidity Provider Under the Intercreditor Agreement.  In order to provide for payment or repayment
to the Primary Liquidity Provider of any amounts hereunder, the Intercreditor
Agreement provides that amounts available and referred to in Articles II
and III of the Intercreditor Agreement, to the extent payable to the
Primary Liquidity Provider pursuant to the terms of the Intercreditor Agreement
(including, without limitation, Sections 3.6(f) and 2.7(c) of the
Intercreditor Agreement), shall be paid to the Primary Liquidity Provider in
accordance with the terms thereof. 
Amounts so paid to the Primary Liquidity Provider shall be applied by
the Primary Liquidity Provider to Liquidity Obligations then due and payable in
the order of priority required by the applicable provisions of Articles II
and III of the Intercreditor Agreement or, if not provided for in the
Intercreditor Agreement, then in such manner as the Primary Liquidity Provider
shall deem appropriate, and shall discharge in full the corresponding
obligations of the Borrower hereunder.


 


Section 2.08                            Book
Entries.  The Primary Liquidity
Provider shall maintain in accordance with its usual practice an account or
accounts evidencing the indebtedness of the Borrower resulting from Advances
made from time to time and the amounts of principal and interest payable
hereunder and paid from time to time in respect thereof; provided, however,
that


 


12

















 


the failure by the Primary Liquidity Provider to maintain such account
or accounts shall not affect the obligations of the Borrower in respect of
Advances.


 


Section 2.09                            Payments
from Available Funds Only.  All
payments to be made by the Borrower under this Agreement shall be made only
from amounts received by it that constitute Scheduled Payments or Special
Payments or payments under Section 7.1 of the Participation Agreements,
and Section 6 of the Note Purchase Agreement, and only to the extent that
the Borrower shall have sufficient income or proceeds therefrom to enable the
Borrower to make payments in accordance with the terms hereof after giving
effect to the priority of payments provisions set forth in the Intercreditor
Agreement.  The Primary Liquidity
Provider agrees that it shall look solely to such amounts to the extent
available for distribution to it as provided in the Intercreditor Agreement and
this Agreement and that the Borrower, in its individual capacity, is not
personally liable to it  for any
amounts payable or liability under this Agreement except as expressly provided
in this Agreement or the Intercreditor Agreement.  Amounts on deposit in the Class G-2 Primary Cash Collateral
Account shall be available to the Borrower to make payments under this
Agreement only to the extent and for the purposes expressly contemplated in
Section 3.6(f) of the Intercreditor Agreement.


 


Section 2.10                            Extension
of Expiry Date; Non-Extension Advance. 
No earlier than the 60th day and no later than the 40th
day prior to the then effective Expiry Date (unless such Expiry Date is on or
after the date that is 15 days after the Final Legal Distribution Date for the
Class G-2 Certificates), the Borrower shall request that the Primary Liquidity
Provider extend the Expiry Date to the earlier of (i) the date that is 15
days after the Final Legal Distribution Date for the Class G-2 Certificates and
(ii) the date that is the day immediately preceding the 364th
day occurring after the last day of the Consent Period (as hereinafter
defined).  Whether or not the Borrower
has made such request, the Primary Liquidity Provider shall advise the Borrower
and the Policy Provider, no earlier than the 40th day (or, if
earlier, the date of the Primary Liquidity Provider’s receipt of such request,
if any, from the Borrower) and no later than the 25th day prior to
the then effective Expiry Date (such period the “Consent Period”), whether, in its sole discretion, it agrees
to so extend the Expiry Date.  If the
Primary Liquidity Provider advises the Borrower and the Policy Provider on or
before the date on which the Consent Period ends that such Expiry Date shall
not be so extended, or fails to irrevocably and unconditionally advise the
Borrower and the Policy Provider on or before the date on which the Consent
Period ends that such Expiry Date shall be so extended  (and, in each case, if the Primary Liquidity
Provider shall not have been replaced in accordance with Section 3.6(e) of
the Intercreditor Agreement), the Borrower shall be entitled on and after the
date on which the Consent Period ends (but prior to the then effective Expiry Date)
to request a Non-Extension Advance in accordance with Section 2.02(b) and
Section 3.6(d) of the Intercreditor Agreement.


 


Section 2.11                            Right
to Further Extend Expiry Date. 
Subject to the proviso in the immediately succeeding sentence, the
Primary Liquidity Provider shall have the right at any time and without the
consent of the Borrower to extend the then effective Expiry Date to the date
that is up to 15 days after the Final Legal Distribution Date for the Class G-2
Certificates by giving not less than five nor more than ten days’ prior written
notice of such extension to the Borrower, the Trustee, each Rating Agency and
JetBlue (which notice shall specify the effective date of such extension (the “Extension Effective Date”)).  On the Extension Effective Date, the then
effective Expiry Date shall be so extended without any further act; provided,
however, that if


 


13

















 


prior to the Extension Effective Date a Downgrade Event shall have
occurred, then the effective Expiry Date shall not be so extended.


 


ARTICLE III


 


OBLIGATIONS OF THE BORROWER


 


Section 3.01                            Increased
Costs.  The Borrower shall pay to
the Primary Liquidity Provider from time to time such amounts as may be
necessary to compensate the Primary Liquidity Provider for any costs incurred
by the Primary Liquidity Provider which are attributable to its making or
maintaining any LIBOR Advances hereunder or its obligation to make any such
Advances hereunder, or any reduction in any amount receivable by the Primary
Liquidity Provider under this Agreement or the Intercreditor Agreement in
respect of any such Advances or such obligation (such increases in costs and
reductions in amounts receivable being herein called “Additional Costs”), resulting from any change
after the date of this Agreement in U.S. federal, state, or municipal, or any
foreign laws or regulations, or the adoption or making after such date of any
interpretation, regulation, directive, or requirement applying to a class of
banks including the Primary Liquidity Provider whether or not having the force
of law, by any court or governmental or monetary authority charged with the
interpretation or administration thereof (a “Regulatory
Change”), which: (1) changes the basis of taxation of any amounts
payable to the Primary Liquidity Provider under this Agreement in respect of
any such Advances or such obligation (other than Excluded Taxes or any
Non-Excluded Taxes); or (2) imposes or modifies any reserve, special
deposit, compulsory loan or similar requirements relating to any extensions of
credit or other assets of, or any deposits with other liabilities of, the
Primary Liquidity Provider (including any such Advances or such obligation or
any deposits referred to in the definition of LIBOR or related
definitions).  The Primary Liquidity
Provider agrees to use reasonable efforts (consistent with its internal
policies and with applicable legal and regulatory restrictions) to change the
jurisdiction of its Lending Office if making such change would avoid the need
for, or reduce the amount of, any amount payable under this Section 3.01
that may thereafter accrue and would not, in the reasonable judgment of the
Primary Liquidity Provider, be otherwise disadvantageous to the Primary
Liquidity Provider.


 


The Primary Liquidity
Provider shall notify the Borrower of any event occurring after the date of
this Agreement that shall entitle the Primary Liquidity Provider to
compensation pursuant to this Section 3.01 as promptly as practicable
after it obtains knowledge thereof and determines to request such compensation,
which notice shall describe in reasonable detail the calculation of the amounts
owed under this Section 3.01; provided, that if the Primary Liquidity
Provider fails to give such notice within 180 days after it obtains such
knowledge, the Primary Liquidity Provider shall, with respect to any costs
resulting from such event, only be entitled to payment under this
Section 3.01 for costs incurred from and after the date 180 days prior to
the date the Primary Liquidity Provider does give such notice.  Determinations by the Primary Liquidity
Provider for purposes of this Section 3.01 of the effect of any Regulatory
Change on its costs of making or maintaining Advances or on amounts receivable
by it in respect of Advances, and of the additional amounts required to
compensate the Primary Liquidity Provider in respect of any Additional Costs,
shall be prima facie evidence of the amount owed under this Section 3.01.


 


14

















 


Notwithstanding the
preceding two paragraphs, the Primary Liquidity Provider and the Subordination
Agent agree that any permitted assignee or participant of the initial Primary
Liquidity Provider that is not a bank shall not be entitled to the benefits of
the preceding two paragraphs (but without limiting the provisions of
Section 7.08 hereof).


 


Section 3.02                            Capital
Adequacy.  If (1) the adoption,
after the date hereof, of any applicable governmental law, rule or regulation
regarding capital adequacy, (2) any change, after the date hereof, in the
interpretation or administration of any such law, rule or regulation by any
central bank or other governmental authority charged with the interpretation or
administration thereof or (3) compliance by the Primary Liquidity Provider
or any corporation controlling the Primary Liquidity Provider with any
applicable guideline or request from any central bank or other governmental
authority (whether or not having the force of law), issued after the date
hereof, that constitutes a change in the nature described in clause (2), has
the effect of requiring an increase in the amount of capital required to be
maintained by the Primary Liquidity Provider or any corporation controlling the
Primary Liquidity Provider, and such increase is based upon the Primary
Liquidity Provider’s obligations hereunder and other similar obligations, the
Borrower shall, subject to the provisions of the next paragraph, pay to the
Primary Liquidity Provider from time to time such additional amount or amounts
as are necessary to compensate the Primary Liquidity Provider for the portion
of such increase as shall be reasonably allocable to the Primary Liquidity
Provider’s obligations to the Borrower hereunder.  The Primary Liquidity Provider agrees to use reasonable efforts
(consistent with its internal policies and with applicable legal and regulatory
restrictions) to change the jurisdiction of its Lending Office if making such
change would avoid the need for, or reduce the amount of, any amount payable
under this Section 3.02 that may thereafter accrue and would not, in the
reasonable judgment of the Primary Liquidity Provider, be otherwise
disadvantageous to the Primary Liquidity Provider.


 


From and after the
Extension Effective Date and prior to the occurrence of a Helaba Downgrade, the
Primary Liquidity Provider will be entitled to compensation pursuant to this
Section 3.02 only to the extent that the Primary Liquidity Provider would
have been so entitled if the Extension Effective Date had not occurred.  From and after the Extension Effective Date
and after the occurrence of a Helaba Downgrade, the Primary Liquidity Provider
will be entitled to compensation pursuant to this Section 3.02 only to the
extent that the Primary Liquidity Provider would have been so entitled had the
Primary Liquidity Provider made a Downgrade Advance upon the occurrence of such
Helaba Downgrade.


 


The Primary Liquidity
Provider shall notify the Borrower of any event occurring after the date of
this Agreement that shall entitle the Primary Liquidity Provider to
compensation pursuant to this Section 3.02 as promptly as practicable
after it obtains knowledge thereof and determines to request such compensation,
which notice shall describe in reasonable detail the calculation of the amounts
owed under this Section 3.02; provided, that if the Primary Liquidity
Provider fails to give such notice within 180 days after it obtains such
knowledge, the Primary Liquidity Provider shall, with respect to any costs
resulting from such event, only be entitled to payment under this
Section 3.02 for costs incurred from and after the date 180 days prior to
the date the Primary Liquidity Provider does give such notice.  Determinations by the Primary Liquidity
Provider for purposes of this Section 3.02 of the effect of any increase
in the amount of capital required to be maintained by the Primary Liquidity
Provider and of the amount allocable to the


 


15

















 


Primary Liquidity Provider’s obligations to the Borrower hereunder
shall be prima facie evidence of the amounts owed under this Section 3.02.


 


Notwithstanding the
preceding two paragraphs, the Primary Liquidity Provider and the Subordination
Agent agree that any permitted assignee or participant of the initial Primary
Liquidity Provider that is not a bank shall not be entitled to the benefits of
the preceding two paragraphs (but without limiting the provisions of
Section 7.08 hereof).


 


Section 3.03                            Payments
Free of Deductions.  (a)  All payments made by the Borrower under this
Agreement shall be made free and clear of, and without reduction for or on
account of, any Taxes, excluding Excluded Taxes (such non-excluded taxes being
referred to herein, collectively, as “Non-Excluded
Taxes”).  If any Non-Excluded
Taxes are required to be withheld or deducted from any amounts payable to the
Primary Liquidity Provider under this Agreement, the Borrower shall
(i) within the time prescribed therefor by applicable law pay to the
appropriate governmental or taxing authority the full amount of any such
Non-Excluded Taxes (and any additional Non-Excluded Taxes in respect of the
payment required under clause (ii) below) and make such reports or returns
in connection therewith at the time or times and in the manner prescribed by
applicable law, and (ii) pay to the Primary Liquidity Provider an
additional amount which (after deduction of all such Non-Excluded Taxes) shall
be sufficient to yield to the Primary Liquidity Provider the full amount which
would have been received by it had no such withholding or deduction been
made.  Within 30 days after the date of
each payment hereunder, the Borrower shall furnish to the Primary Liquidity
Provider the original or a certified copy of (or other documentary evidence of)
the payment of the Non-Excluded Taxes applicable to such payment.  The Primary Liquidity Provider agrees to use
reasonable efforts (consistent with its internal policies and with applicable
legal and regulatory restrictions) to change the jurisdiction of its Lending
Office if making such change would avoid the need for, or reduce the amount of,
any such additional amounts that may thereafter accrue and would not, in the
reasonable judgment of the Primary Liquidity Provider, be otherwise materially
disadvantageous to the Primary Liquidity Provider.  The Primary Liquidity Provider shall deliver to the Borrower such
certificates and documents, including, without limitation, original W-8BEN or
W-8ECI forms, or any successor forms, as may be reasonably requested by the Borrower
and required by applicable law to establish that payments hereunder are exempt
from (or entitled to a reduced rate of) withholding Tax.


 


(b)                                 All
payments (including, without limitation, Advances) made by the Primary
Liquidity Provider under this Agreement shall be made free and clear of, and
without reduction for or on account of, any Taxes.  If any Taxes are required to be withheld or deducted from any
amounts payable to the Borrower under this Agreement, the Primary Liquidity
Provider shall (i) within the time prescribed therefor by applicable law
pay to the appropriate governmental or taxing authority the full amount of any
such Taxes (and any additional Taxes in respect of the additional amounts
payable under clause (ii) hereof) and make such reports or returns in
connection therewith at the time or times and in the manner prescribed by
applicable law, and (ii) pay to the Borrower an additional amount which
(after deduction of all such Taxes) shall be sufficient to yield to the
Borrower the full amount which would have been received by it had no such
withholding or deduction been made. 
Within 30 days after the date of each payment hereunder, the Primary
Liquidity Provider shall furnish to the Borrower the original or a certified


 


16

















 


copy of (or other documentary evidence of) the payment of the Taxes
applicable to such payment.


 


(c)                                  If
any exemption from, or reduction in the rate of, any Taxes is reasonably
available to the Borrower to establish that payments under this Agreement are
exempt from (or entitled to a reduced rate of) tax, the Borrower shall deliver
to the Primary Liquidity Provider such form or forms and such other evidence of
the eligibility of the Borrower for such exemption or reduction as the Primary
Liquidity Provider may reasonably identify to the Borrower as being required as
a condition to exemption from, or reduction in the rate of, any Taxes.


 


Section 3.04                            Payments.  The Borrower shall make or cause to be made
each payment to the Primary Liquidity Provider under this Agreement so as to
cause the same to be received by the Primary Liquidity Provider not later than
1:00 P.M. (New York City time) on the day when due.  The Borrower shall make all such payments in lawful money of the
United States of America, to the Primary Liquidity Provider in immediately
available funds, by wire transfer to Citibank, N.A., New York, ABA
No. 021000089, for credit to Helaba, account no. 10920118, ref: JetBlue
2004-1G-2 account, MT215000, Attention: 
M. Kirr.


 


Section 3.05                            Computations.  All computations of interest based on the
Base Rate shall be made on the basis of a year of 365 or 366 days, as the case
may be, and all computations of interest based on the LIBOR shall be made on
the basis of a year of 360 days, in each case for the actual number of days
(including the first day but excluding the last day) occurring in the period
for which such interest is payable.


 


Section 3.06                            Payment
on Non-Business Days.  Whenever any
payment to be made hereunder shall be stated to be due on a day other than a
Business Day, such payment shall be made on the next succeeding Business Day
and no additional interest shall be due as a result (and if so made, shall be
deemed to have been made when due).  If
any payment in respect of interest on an Advance is so deferred to the next
succeeding Business Day, such deferral shall not delay the commencement of the
next Interest Period for such Advance (if such Advance is a LIBOR Advance) or
reduce the number of days for which interest shall be payable on such Advance
on the next interest payment date for such Advance.


 


Section 3.07                            Interest.  (a) 
Subject to Section 2.09, the Borrower shall pay, or shall cause to
be paid, without duplication, interest on (i) the unpaid principal amount
of each Advance from and including the date of such Advance (or, in the case of
an Applied Provider Advance or Applied Special Termination Advance, from and
including the date on which the amount thereof was withdrawn from the Class G-2
Primary Cash Collateral Account to pay interest on the Class G-2 Certificates)
to but excluding the date such principal amount shall be paid in full (or, in
the case of an Applied Provider Advance or Applied Special Termination Advance,
the date on which the Class G-2 Primary Cash Collateral Account is fully
replenished in respect of such Advance) and (ii) any other amount due
hereunder (whether fees, commissions, expenses or other amounts or to the
extent permitted by applicable law, 
installments of interest on Advances or any such other amount) which is
not paid when due (whether at stated maturity, by acceleration or otherwise)
from and including the due date thereof to but excluding the date such amount
is paid in full, in each such case, at a fluctuating interest rate per annum
for each day equal to the Applicable Liquidity Rate (as defined below) for such


 


17

















 


Advance or such other amount as in effect for such day, but in no event
at a rate per annum greater than the maximum rate permitted by applicable law; provided,
however, that, if at any time the otherwise applicable interest rate as
set forth in this Section 3.07 shall exceed the maximum rate permitted by
applicable law, then any subsequent reduction in such interest rate shall not
reduce the rate of interest payable pursuant to this Section 3.07 below
the maximum rate permitted by applicable law until the total amount of interest
accrued equals the amount of interest that would have accrued if such otherwise
applicable interest rate as set forth in this Section 3.07 had at all
times been in effect.  Nothing contained
in this Section 3.07 shall require the Borrower to pay any amount under
this Section 3.07 other than to the extent the Borrower shall have funds
available therefor.


 


(b)                                 Except
as provided in Section 3.07(e), each Advance shall be either a Base Rate
Advance or a LIBOR Advance as provided in this Section or
Section 3.10.  Each such Advance
shall be a Base Rate Advance for the period from the date of its borrowing to
(but excluding) the third Business Day following the Primary Liquidity
Provider’s receipt of the Notice of Borrowing for such Advance.  Thereafter, such Advance shall be a LIBOR
Advance; provided, however, that the Borrower (at the direction
of the Controlling Party, so long as the Primary Liquidity Provider is not the
Controlling Party) may (x) convert the Final Advance into a Base Rate
Advance on the last day of an Interest Period for such Advance by giving the
Primary Liquidity Provider no less than four Business Days’ prior written
notice of such election or (y) elect to maintain the Final Advance as a
Base Rate Advance by not requesting a conversion of the Final Advance to a
LIBOR Advance under Clause (5) of the applicable Notice of Borrowing (or, if
such Final Advance is deemed to have been made, without delivery of a Notice of
Borrowing pursuant to Section 2.06, by requesting, prior to 11:00 A.M.
(New York City time) on the first Business Day following the Borrower’s receipt
of the applicable Termination Notice, that such Final Advance not be converted
from a Base Rate Advance to a LIBOR Advance).


 


(c)                                  Each
LIBOR Advance shall bear interest during each Interest Period at a rate per
annum equal to LIBOR for such Interest Period plus the Applicable Margin for
such LIBOR Advance, payable in arrears on the last day of such Interest Period
and, in the event of the payment of principal of such LIBOR Advance on a day
other than such last day, on the date of such payment (to the extent of interest
accrued on the amount of principal repaid).


 


(d)                                 Each
Base Rate Advance shall bear interest at a rate per annum equal to the Base
Rate plus the Applicable Margin, payable in arrears on each Regular
Distribution Date and, in the event of the payment of principal of such Base
Rate Advance on a day other than a Regular Distribution Date, on the date of
such payment (to the extent of interest accrued on the amount of principal
repaid).


 


(e)                                  Each
outstanding Unapplied Non-Extension Advance shall bear interest in an amount
equal to the Investment Earnings on amounts on deposit in the Class G-2 Primary
Cash Collateral Account plus the Applicable Margin, payable in arrears on each
Regular Distribution Date.


 


(f)                                    Each
amount not paid when due hereunder (whether fees, commissions, expenses or
other amounts or, to the extent permitted by applicable law, installments of
interest


 


18

















 


on Advances but excluding Advances) shall bear interest at a rate per
annum equal to the Base Rate plus 1.00% per annum.


 


(g)                                 Each
change in the Base Rate shall become effective immediately.  The rates of interest specified in this
Section 3.07 with respect to any Advance or other amount shall be referred
to as the “Applicable Liquidity Rate.”


 


Section 3.08                            Replacement
of Borrower.  Subject to
Section 5.02, from time to time and subject to the successor Borrower’s
meeting the eligibility requirements set forth in Section 6.9 of the
Intercreditor Agreement applicable to the Subordination Agent, upon the
effective date and time specified in a written and completed Notice of
Replacement Subordination Agent in substantially the form of Annex VI (a “Notice of Replacement Subordination Agent”)
delivered to the Primary Liquidity Provider by the then Borrower, the successor
Borrower designated therein shall be substituted for as the Borrower for all
purposes hereunder.


 


Section 3.09                            Funding
Loss Indemnification.  The Borrower
shall pay to the Primary Liquidity Provider, upon the request of the Primary Liquidity
Provider, such amount or amounts as shall be sufficient (in the reasonable
opinion of the Primary Liquidity Provider) to compensate it for any loss, cost,
or expense incurred by reason of the liquidation or redeployment of deposits or
other funds acquired by the Primary Liquidity Provider to fund or maintain any
LIBOR Advance (but excluding loss of anticipated profits) incurred as a result
of:


 


(1)                                  Any
repayment of a LIBOR Advance on a date other than the last day of the Interest
Period for such Advance; or


 


(2)                                  Any
failure by the Borrower to borrow a LIBOR Advance on the date for borrowing
specified in the relevant notice under Section 2.02.


 


Section 3.10                            Illegality.  Notwithstanding any other provision in this
Agreement, if any change in any applicable law, rule or regulation, or any
change in the interpretation or administration thereof by any governmental
authority, central bank or comparable agency charged with the interpretation or
administration thereof, or compliance by the Primary Liquidity Provider (or its
Lending Office) with any request or directive (whether or not having the force
of law) of any such authority, central bank or comparable agency shall make it
unlawful or impossible for the Primary Liquidity Provider (or its Lending
Office) to maintain or fund its LIBOR Advances, then upon notice to the
Borrower by the Primary Liquidity Provider, the outstanding principal amount of
the LIBOR Advances shall be converted to Base Rate Advances
(a) immediately upon demand of the Primary Liquidity Provider, if such
change or compliance with such request, in the judgment of the Primary
Liquidity Provider, requires immediate repayment; or (b) at the expiration
of the last Interest Period to expire before the effective date of any such
change or request.  The Primary
Liquidity Provider agrees to use reasonable efforts (consistent with applicable
legal and regulatory restrictions) to change the jurisdiction of its Lending
Office if making such change would avoid or cure the aforesaid illegality and
would not, in the reasonable judgment of the Primary Liquidity Provider, be
otherwise disadvantageous to the Primary Liquidity Provider.


 


19

















 


ARTICLE IV


 


CONDITIONS PRECEDENT


 


Section 4.01                            Conditions
Precedent to Effectiveness of Section 2.01.  Section 2.01 of this Agreement shall become effective on and
as of the first date (the “Effective Date”)
on which the following conditions precedent have been satisfied or waived:


 


(a)                                  The
Primary Liquidity Provider shall have received on or before the Closing Date
each of the following and in the case of each document delivered pursuant to
paragraphs (i), (ii) and (iii), in form and substance satisfactory to the
Primary Liquidity Provider:


 


(i)                                     This
Agreement duly executed on behalf of the Borrower;


 


(ii)                                  The
Intercreditor Agreement, Tax Letter and Fee Letter duly executed on behalf of
each of the parties thereto (other than the Primary Liquidity Provider);


 


(iii)                               Fully executed copies of
each of the Operative Agreements executed and delivered on or before the
Closing Date (other than this Agreement, the Intercreditor Agreement, Tax
Letter and the Fee Letter);


 


(iv)                              A
copy of the Prospectus Supplement and specimen copies of the Class G-2
Certificates;


 


(v)                                 An
executed copy of each opinion, document, instrument and certificate delivered
on or before the Closing Date pursuant to the Class G-2 Trust Agreement, the
Intercreditor Agreement, the Note Purchase Agreement and the other Operative
Agreements entered into on or prior to the date hereof (in the case of each
such opinion, other than the opinion of counsel for the Underwriters, either
addressed to the Primary Liquidity Provider or accompanied by a letter from the
counsel rendering such opinion to the effect that the Primary Liquidity
Provider is entitled to rely on such opinion as of its date as if it were
addressed to the Primary Liquidity Provider);


 


(vi)                              Evidence
that there shall have been made and shall be in full force and effect, all
filings, recordings and/or registrations, and there shall have been given or
taken any notice or other similar action as may be reasonably necessary or, to
the extent reasonably requested by the Primary Liquidity Provider, reasonably
advisable, in order to establish, perfect, protect and preserve the right,
title and interest, remedies, powers, privileges, liens and security interests
of, or for the benefit of, the Trustee and the Primary Liquidity Provider
created by the Operative Agreements executed and delivered on or before the
Closing Date;


 


(vii)                           An agreement from JetBlue,
pursuant to which JetBlue agrees to provide copies of quarterly financial
statements and audited annual financial statements to the Primary Liquidity
Provider provided that so long as JetBlue is subject to the reporting
requirements of the Securities Exchange Act of 1934, JetBlue will not be
required to provide such information; provided, further, that the information
required to


 


20

















 


be provided hereby will be considered provided if it is made available
on the EDGAR database of the Securities and Exchange Commission;


 


(viii)                        Legal opinions from (a) Morris,
James, Hitchens & Williams LLP, special counsel to the Borrower and
(b) Vedder, Price, Kaufman & Kammholz, P.C., special counsel to JetBlue,
each in form and substance reasonably satisfactory to the Primary Liquidity
Provider; and


 


(ix)                                Such
other documents, instruments, opinions and approvals as the Primary Liquidity
Provider shall have reasonably requested.


 


(b)                                 The
following statements shall be true on and as of the Effective Date:


 


(i)                                     The
representations and warranties in the Note Purchase Agreement and each of the
Participation Agreements entered into on or prior to the date hereof are true
and correct on and as of the Effective Date as though made on and as of the
Effective Date;


 


(ii)                                  No
event has occurred and is continuing, or would result from the entering into of
this Agreement or the making of any Advance, which constitutes a Liquidity
Event of Default; and


 


(iii)                               There has been no
material adverse change in the financial condition or results of operations of
JetBlue and its subsidiaries taken as a whole since December 31, 2003.


 


(c)                                  The
Primary Liquidity Provider shall have received payment in full of all fees and
other sums required to be paid to or for the account of the Primary Liquidity
Provider on or prior to the Effective Date.


 


(d)                                 All
conditions precedent to the issuance of the Certificates under the Trust
Agreements shall have been satisfied or waived, all conditions precedent to the
effectiveness of the other Liquidity Facilities shall have been satisfied or
waived, and all conditions precedent to the purchase of the Certificates by the
Underwriters under the Underwriting Agreement shall have been satisfied (unless
any of such conditions precedent shall have been waived by the Underwriters).


 


(e)                                  The
Borrower shall have received a certificate, dated the date hereof, signed by a
duly authorized representative of the Primary Liquidity Provider, certifying that
all conditions precedent to the effectiveness of Section 2.01 have been
satisfied or waived.


 


Section 4.02                            Conditions
Precedent to Borrowing.  The
obligation of the Primary Liquidity Provider to make an Advance on the occasion
of each Borrowing shall be subject to the conditions precedent that the
Effective Date shall have occurred and, prior to the date of such Borrowing,
the Borrower shall have delivered a Notice of Borrowing which conforms to the
terms and conditions of this Agreement and has been completed as may be
required by the relevant form of the Notice of Borrowing for the type of
Advances requested.


 


21

















 


ARTICLE V


 


COVENANTS


 


Section 5.01                            Affirmative
Covenants of the Borrower.  So long
as any Advance shall remain unpaid or the Primary Liquidity Provider shall have
any Maximum Commitment hereunder or the Borrower shall have any obligation to
pay any amount to the Primary Liquidity Provider hereunder, the Borrower shall,
unless the Primary Liquidity Provider shall otherwise consent in writing:


 


(a)                                  Performance
of Agreements.  Punctually pay or
cause to be paid all amounts payable by it under this Agreement and the other
Operative Agreements and observe and perform in all material respects the conditions,
covenants and requirements applicable to it contained in this Agreement and the
other Operative Agreements.


 


(b)                                 Reporting
Requirements.  Furnish to the
Primary Liquidity Provider with reasonable promptness, such other information
and data with respect to the transactions contemplated by the Operative
Agreements as from time to time may be reasonably requested by the Primary
Liquidity Provider; and permit the Primary Liquidity Provider, upon reasonable
notice, to inspect the Borrower’s books and records with respect to such
transactions and to meet with officers and employees of the Borrower to discuss
such transactions.


 


(c)                                  Certain
Operative Agreements.  Furnish to
the Primary Liquidity Provider with reasonable promptness any Operative
Agreement entered into after the date hereof as from time to time may be
reasonably requested by the Primary Liquidity Provider.


 


Section 5.02                            Negative
Covenants of the Borrower.  So long
as any Advance shall remain unpaid or the Primary Liquidity Provider shall have
any Maximum Commitment hereunder or the Borrower shall have any obligation to
pay any amount to the Primary Liquidity Provider hereunder, the Borrower shall
not appoint or permit or suffer to be appointed any successor Borrower without
the written consent of the Primary Liquidity Provider, which consent shall not
be unreasonably withheld or delayed.


 


ARTICLE VI


 


LIQUIDITY EVENTS OF DEFAULT AND
SPECIAL TERMINATION


 


Section 6.01                            Liquidity
Events of Default and Special Termination. 
(a) If (i) any Liquidity Event of Default has occurred and is
continuing and (ii) there is a Performing Note Deficiency, the Primary
Liquidity Provider may, in its discretion, deliver to the Borrower a
Termination Notice, the effect of which shall be to cause (A) the obligation of
the Primary Liquidity Provider to make Advances hereunder to expire on the
fifth Business Day after the date on which such Termination Notice is received
by the Borrower and JetBlue, (B) the Borrower to promptly request, and the
Primary Liquidity Provider to promptly make, a Final Advance in accordance with
Section 2.02(d) and Section 3.6(i) of the Intercreditor Agreement,
(C) all other outstanding Advances to be automatically converted into
Final Advances for purposes of determining the Applicable Liquidity Rate for
interest payable thereon, and (D) subject to


 


22

















 


Sections 2.07 and 2.09, all Advances (including, without
limitation, any Provider Advance and Applied Provider Advance), any accrued
interest thereon and any other amounts outstanding hereunder to become
immediately due and payable to the Primary Liquidity Provider.


 


(b)                                 If
the aggregate Pool Balance of the Class G-1 Certificates and Class G-2
Certificates is greater than the aggregate outstanding principal amount of the
Series G-1 Equipment Notes and Series G-2 Equipment Notes (other than any
Series G-1 Equipment Notes or Series G-2 Equipment Notes previously
sold or with respect to which the collateral securing such Series G-1
Equipment Notes or Series G-2 Equipment Notes has been disposed of) at any
time during the 18-month period prior to March 15, 2014, the Primary
Liquidity Provider may, in its discretion, deliver to the Borrower a Special
Termination Notice, the effect of which shall be to cause (i) the obligation of
the Liquidity Provider to make Advances hereunder to expire on the fifth
Business Day after the date on which such Special Termination Notice is
received by the Borrower and JetBlue, (ii) the Borrower to promptly
request, and the Primary Liquidity Provider to promptly make, a Special
Termination Advance in accordance with Section 2.02(e) and
Section 3.6(k) of the Intercreditor Agreement, and (iii) subject to
Sections 2.07 and 2.09, all Advances (including, without limitation, any
Provider Advance and Applied Provider Advance), any accrued interest thereon
and any other amounts outstanding hereunder to become immediately due and
payable to the Primary Liquidity Provider.


 


ARTICLE VII


 


MISCELLANEOUS


 


Section 7.01                            Amendments,
Etc.  No amendment or waiver of any
provision of this Agreement, nor consent to any departure by the Borrower
therefrom, shall in any event be effective unless the same shall be in writing
and signed by the Primary Liquidity Provider, and, in the case of an amendment,
the Borrower, and then such waiver or consent shall be effective only in the
specific instance and for the specific purpose for which given.


 


Section 7.02                            Notices,
Etc.  Except as otherwise expressly
provided herein, all notices and other communications provided for hereunder
shall be in writing (including sent by telecopier):


 


Borrower:                                            Wilmington
Trust Company


Rodney Square North


1100 North Market Street


Wilmington, DE  19890-0001


Attention:  Corporate Trust
Administration


Telephone: 302-651-1000


Telecopy: 302-651-8882


 


23

















 


Liquidity


Provider:                                                Landesbank
Hessen-Thüringen Girozentrale


Main Tower


Neue Mainzer Str. 52 – 58


60311 Frankfurt am Main


Germany


Attention:  Asset Finance


Telephone:  4969-9132-4882


Telecopy:  4969-9132-4392


 


with a copy of any Notice of Borrowing to:


 


Landesbank Hessen-Thüringen


420 Fifth Avenue, 24th Floor


New York, NY 10018


Attention:  Asset Finance,
Gerhard Winklmeier


Telephone:  212-703-5250


Telecopy:  212-703-5256


 


or, as to each of the foregoing, at such other address as shall be
designated by such Person in a Written Notice to the others.  All such notices and communications shall be
effective (i) if given by telecopier, when transmitted to the telecopier
number specified above with receipt confirmed, (ii) if given by mail, when
deposited in the mails addressed as specified above, and (iii) if given by
other means, when delivered at the address specified above, except that written
notices to the Primary Liquidity Provider pursuant to the provisions of
Articles II and III shall not be effective until received by the
Primary Liquidity Provider, subject to the last sentence of
Section 2.02(f).  A copy of all
notices delivered hereunder to either party shall in addition be delivered to each
of the parties to the Participation Agreements at their respective addresses
set forth therein.


 


Section 7.03                            No
Waiver; Remedies.  No failure on the
part of the Primary Liquidity Provider to exercise, and no delay in exercising,
any right under this Agreement shall operate as a waiver thereof; nor shall any
single or partial exercise of any right under this Agreement preclude any other
or further exercise thereof or the exercise of any other right.  The remedies herein provided are cumulative
and not exclusive of any remedies provided by law.


 


Section 7.04                            Further
Assurances.  The Borrower agrees to
do such further acts and things and to execute and deliver to the Primary
Liquidity Provider such additional assignments, agreements, powers and
instruments as the Primary Liquidity Provider may reasonably require or deem
advisable to carry into effect the purposes of this Agreement and the other
Operative Agreements or to better assure and confirm unto the Primary Liquidity
Provider its rights, powers and remedies hereunder and under the other
Operative Agreements.


 


Section 7.05                            Indemnification;
Survival of Certain Provisions.  The
Primary Liquidity Provider shall be indemnified hereunder to the extent and in
the manner described in Section 6 of the Note Purchase Agreement and
Section 7.1 of the Participation Agreements.  In addition, the Borrower agrees to indemnify, protect, defend
and hold harmless the Primary Liquidity Provider from, against and in respect
of, and shall pay on demand, all Expenses of any kind or nature


 


24

















 


whatsoever (other than any Expenses of the nature described in
Section 3.01, 3.02 or 7.07 hereof or in the Fee Letter (regardless of
whether indemnified against pursuant to said Sections or in such Fee
Letter)) that may be imposed, incurred by or asserted against any  Liquidity Indemnitee, in any way relating
to, resulting from, or arising out of or in connection with any action, suit or
proceeding by any third party against such Liquidity Indemnitee and relating to
this Agreement, the Intercreditor Agreement, the Fee Letter or any
Participation Agreement; provided, however, that the Borrower
shall not be required to indemnify, protect, defend and hold harmless any
Liquidity Indemnitee in respect of any Expense of such Liquidity Indemnitee to
the extent such Expense is (i) attributable to the gross negligence or
willful misconduct of such Liquidity Indemnitee or any other Liquidity
Indemnitee, (ii) ordinary and usual operating overhead expense or
(iii) attributable to the failure by such Liquidity Indemnitee or any
other Liquidity Indemnitee to perform or observe any agreement, covenant or
condition on its part to be performed or observed in this Agreement, the
Intercreditor Agreement, the Fee Letter or any other Operative Agreement to
which it is a party.  The indemnities
contained in Section 6 of the Note Purchase Agreement and Section 7.1
of the Participation Agreements and the provisions of Sections 3.01, 3.02,
3.03, 3.09, 7.05 and 7.07 shall survive the termination of this Agreement.


 


Section 7.06                            Liability
of the Primary Liquidity Provider. 
(a)  Neither the Primary
Liquidity Provider nor any of its officers, directors, employees or affiliates
shall be liable or responsible for: (i) the use which may be made of the
Advances or any acts or omissions of the Borrower or any beneficiary or
transferee in connection therewith; (ii) the validity, sufficiency or
genuineness of documents, or of any endorsement thereon, even if such documents
should prove to be in any or all respects invalid, insufficient, fraudulent or
forged; or (iii) the making of Advances by the Primary Liquidity Provider
against delivery of a Notice of Borrowing and other documents which do not
comply with the terms hereof; provided, however, that the
Borrower shall have a claim against the Primary Liquidity Provider, and the
Primary Liquidity Provider shall be liable to the Borrower, to the extent of
any damages suffered by the Borrower which were the result of (A) the
Primary Liquidity Provider’s willful misconduct or negligence in determining
whether documents presented hereunder comply with the terms hereof, or
(B) any breach by the Primary Liquidity Provider of any of the terms of
this Agreement, including, but not limited to, the Primary Liquidity Provider’s
failure to make lawful payment hereunder after the delivery to it by the
Borrower of a Notice of Borrowing complying with the terms and conditions
hereof.


 


(b)                                 Neither
the Primary Liquidity Provider nor any of its officers, employees, directors or
Affiliates shall be liable or responsible in any respect for (i) any
error, omission, interruption or delay in transmission, dispatch or delivery of
any message or advice, however transmitted, in connection with this Agreement
or any Notice of Borrowing delivered hereunder, or (ii) any action,
inaction or omission which may be taken by it in good faith, absent willful
misconduct or negligence (in which event the extent of the Primary Liquidity
Provider’s potential liability to the Borrower shall be limited as set forth in
the preceding paragraph), in connection with this Agreement or any Notice of
Borrowing.


 


Section 7.07                            Costs,
Expenses and Taxes.  The Borrower
agrees to pay, or cause to be paid (A) on the Effective Date and on such
later date or dates on which the Primary Liquidity Provider shall make demand,
all reasonable out-of-pocket costs and expenses of the Primary Liquidity
Provider in connection with the preparation, negotiation, execution, delivery,
filing and


 


25

















 


recording of this Agreement, any other Operative Agreement and any
other documents which may be delivered in connection with this Agreement,
including, without limitation, the reasonable fees and expenses of outside
counsel for the Primary Liquidity Provider and (B) on demand, all
reasonable costs and expenses of the Primary Liquidity Provider (including
reasonable counsel fees and expenses) in connection with (i) the
enforcement of this Agreement or any other Operative Agreement, (ii) the
modification or amendment of, or supplement to, this Agreement or any other
Operative Agreement or such other documents which may be delivered in
connection herewith or therewith (whether or not the same shall become effective)
or (iii) any action or proceeding relating to any order, injunction, or
other process or decree restraining or seeking to restrain the Primary
Liquidity Provider from paying any amount under this Agreement, the
Intercreditor Agreement or any other Operative Agreement or otherwise affecting
the application of funds in the Class G-2 Primary Cash Collateral Account.  In addition, the Borrower shall pay any and
all recording, stamp and other similar taxes and fees payable or determined to
be payable in connection with the execution, delivery, filing and recording of
this Agreement any other Operative Agreement and such other documents, and
agrees to save the Primary Liquidity Provider harmless from and against any and
all liabilities with respect to or resulting from any delay in paying or
omission to pay such taxes or fees.


 


Section 7.08                            Binding
Effect; Participations.  (a)  This Agreement shall be binding upon and
inure to the benefit of the Borrower and the Primary Liquidity Provider and
their respective successors and assigns, except that neither the Primary
Liquidity Provider (except as otherwise provided in this Section 7.08) nor
the Borrower (except as contemplated by Section 3.08) shall have the right
to assign its rights or obligations hereunder or any interest herein without
the prior written consent of the other party, subject to the requirements of
Section 7.08(b).  The Primary
Liquidity Provider may grant participations herein or in any of its rights
hereunder and under the other Operative Agreements to such Persons (other than
JetBlue or any of its Affiliates) as the Primary Liquidity Provider may in its
sole discretion select, subject to the requirements of
Section 7.08(b).  No such
participation by the Primary Liquidity Provider, however, shall relieve the
Primary Liquidity Provider of its obligations hereunder.  In connection with any participation or any
proposed participation, the Primary Liquidity Provider may disclose to the
participant or the proposed participant any information that the Borrower is
required to deliver or to disclose to the Primary Liquidity Provider pursuant
to this Agreement.  The Borrower
acknowledges and agrees that the Primary Liquidity Provider’s source of funds
may derive in part from its participants. 
Accordingly, references in this Agreement and the other Operative
Agreements to determinations, reserve and capital adequacy requirements,
increased costs, reduced receipts and the like as they pertain to the Primary
Liquidity Provider shall be deemed also to include those of each of its
participants that are banks (subject, in each case, to the maximum amount that
would have been incurred by or attributable to the Primary Liquidity Provider
directly if the Primary Liquidity Provider, rather than the participant, had
held the interest participated other than a result of a change in law following
the date of any participation).


 


(b)                                 If,
pursuant to Section 7.08(a) above, the Primary Liquidity Provider sells
any participation in this Agreement to any bank or other entity (each, a “Participating Institution”), then,
concurrently with the effectiveness of such participation, the Participating
Institution shall (i) represent to the Primary Liquidity Provider (for the
benefit of the Primary Liquidity Provider and the Borrower) either (A) that
it is incorporated under the laws of the United States or a state thereof or
(B) that under applicable law and treaties, no taxes shall be


 


26

















 


required to be withheld by the Borrower or the Primary Liquidity
Provider with respect to any payments to be made to such Participating
Institution in respect of this Agreement, (ii) furnish to the Primary
Liquidity Provider and the Borrower either (x) a statement that it is
incorporated under the laws of the United States or a state thereof or
(y) if it is not so incorporated, two copies of a properly completed
United States Internal Revenue Service Form W-8ECI or Form W-8BEN, as
appropriate, or other applicable form, certificate or document prescribed by
the Internal Revenue Service certifying, in each case, such Participating
Institution’s entitlement to a complete exemption from United States federal
withholding tax in respect to any and all payments to be made hereunder, and
(iii) agree (for the benefit of the Primary Liquidity Provider and the
Borrower) to provide the Primary Liquidity Provider and the Borrower a new Form
W-8ECI or Form W-8BEN, as appropriate, or other applicable form, (A) on or
before the date that any such form expires or becomes obsolete or
(B) after the occurrence of any event requiring a change in the most
recent form previously delivered by it and prior to the immediately following
due date of any payment by the Borrower hereunder, certifying in the case of a
Form W-8BEN or Form W-8ECI that such Participating Institution is entitled to a
complete exemption from United States federal withholding tax on payments under
this Agreement.  Unless the Borrower has
received forms or other documents reasonably satisfactory to it (and required
by applicable law) from the Participating Institution indicating that payments
hereunder are not subject to United States federal withholding tax, the
Borrower shall withhold taxes as required by law from such payments at the
applicable statutory rate without any obligation to make additional payments
under Section 3.03.


 


(c)                                  Notwithstanding
the other provisions of this Section 7.08, the Primary Liquidity Provider
may assign and pledge all or any portion of the Advances owing to it to any
Federal Reserve Bank or the United States Treasury as collateral security
pursuant to Regulation A of the Board of Governors of the Federal Reserve
System and any Operating Circular issued by such Federal Reserve Bank, provided
that any payment in respect of such assigned Advances made by the Borrower to
the Primary Liquidity Provider in accordance with the terms of this Agreement
shall satisfy the Borrower’s obligations hereunder in respect of such assigned
Advance to the extent of such payment. 
No such assignment shall release the Primary Liquidity Provider from its
obligations hereunder.


 


Section 7.09                            Severability.  Any provision of this Agreement which is
prohibited, unenforceable or not authorized in any jurisdiction shall, as to
such jurisdiction, be ineffective to the extent of such prohibition,
unenforceability or non-authorization without invalidating the remaining
provisions hereof or affecting the validity, enforceability or legality of such
provision in any other jurisdiction.


 


Section 7.10                            GOVERNING
LAW.  THIS AGREEMENT SHALL BE
GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK
(WITHOUT REGARD TO THE PRINCIPLES OF CONFLICTS OF LAWS THEREOF (OTHER THAN
SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW)) AND THE
OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES UNDER THIS AGREEMENT SHALL BE
DETERMINED IN ACCORDANCE WITH SUCH LAWS.


 


27

















 


Section 7.11                            Submission
to Jurisdiction; Waiver of Jury Trial; Waiver of Immunity.


 


(a)                                  Each
of the parties hereto hereby irrevocably and unconditionally:


 


(i)                                     submits
for itself and its property in any legal action or proceeding relating to this
Agreement or any other Operative Agreement, or for recognition and enforcement
of any judgment in respect hereof or thereof, to the non-exclusive general
jurisdiction of the courts of the State of New York, the courts of the United
States of America for the Southern District of New York, and the appellate
courts from any thereof;


 


(ii)                                  consents
that any such action or proceeding may be brought in such courts, and waives
any objection that it may now or hereafter have to the venue of any such action
or proceeding in any such court or that such action or proceeding was brought
in an inconvenient court and agrees not to plead or claim the same;


 


(iii)                               agrees that service of
process in any such action or proceeding may be effected by mailing a copy
thereof by registered or certified mail (or any substantially similar form of
mail), postage prepaid, to each party hereto at its address set forth in
Section 7.02, or at such other address of which the Primary Liquidity
Provider shall have been notified pursuant thereto; and


 


(iv)                              agrees
that nothing herein shall affect the right to effect service of process in any
other manner permitted by law or shall limit the right to sue in any other
jurisdiction.


 


(b)                                 THE
BORROWER AND THE PRIMARY LIQUIDITY PROVIDER EACH HEREBY AGREE TO WAIVE THEIR
RESPECTIVE RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR
ARISING OUT OF THIS AGREEMENT OR ANY DEALINGS BETWEEN THEM RELATING TO THE
SUBJECT MATTER OF THIS AGREEMENT AND THE RELATIONSHIP THAT IS BEING
ESTABLISHED, including, without limitation, contract claims, tort claims,
breach of duty claims and all other common law and statutory claims.  The Borrower and the Primary Liquidity
Provider each warrant and represent that it has reviewed this waiver with its
legal counsel, and that it knowingly and voluntarily waives its jury trial
rights following consultation with such legal counsel.  THIS WAIVER IS IRREVOCABLE, AND CANNOT BE
MODIFIED EITHER ORALLY OR IN WRITING, AND THIS WAIVER SHALL APPLY TO ANY
SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS TO THIS
AGREEMENT.


 


(c)                                  The
Primary Liquidity Provider hereby waives any immunity it may have from the
jurisdiction of the courts of the United States or of any State and waives any
immunity any of its properties located in the United States may have from
attachment or execution upon a judgment entered by any such court under the
United States Foreign Sovereign Immunities Act of 1976 or any similar successor
legislation.


 


Section 7.12                            Execution
in Counterparts.  This Agreement may
be executed in any number of counterparts and by different parties hereto on
separate counterparts, each of which


 


28

















 


counterpart, when so executed and delivered, shall be deemed to be an
original and all of which counterparts, taken together, shall constitute but
one and the same Agreement.


 


Section 7.13                            Entirety.  This Agreement and the other Operative
Agreements constitute the entire agreement of the parties hereto with respect
to the subject matter hereof and supersedes all prior understandings and
agreements of such parties.


 


Section 7.14                            Headings.
 Section headings in this Agreement
are included herein for convenience of reference only and shall not constitute
a part of this Agreement for any other purpose.


 


Section 7.15                            PRIMARY
LIQUIDITY PROVIDER’S OBLIGATION TO MAKE ADVANCES.  EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, THE OBLIGATIONS
OF THE PRIMARY LIQUIDITY PROVIDER TO MAKE ADVANCES HEREUNDER, AND THE
BORROWER’S RIGHTS TO DELIVER NOTICES OF BORROWING REQUESTING THE MAKING OF
ADVANCES HEREUNDER, SHALL BE UNCONDITIONAL AND IRREVOCABLE, AND SHALL BE PAID
OR PERFORMED, IN EACH CASE STRICTLY IN ACCORDANCE WITH THE TERMS OF THIS
AGREEMENT.


 


Section 7.16                            Transfer.  The Primary Liquidity Provider hereby
acknowledges and consents to the Transfer contemplated by the Assignment and
Assumption Agreement.


 


29

















 


IN
WITNESS WHEREOF, the parties hereto have caused this
Agreement to be duly executed and delivered by their respective officers
thereunto duly authorized as of the date first set forth above.


 


	
   

  	
  WILMINGTON TRUST COMPANY,

  
	
   

  	
  not in its individual capacity but solely as

  Subordination Agent and Trustee, as

  Borrower

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Janel R. Havrilla

  
	
   

  	
   

  	
  Name:

  	
  Janel R. Havrilla

  
	
   

  	
   

  	
  Title:

  	
  Financial Services Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  LANDESBANK HESSEN-THÜRINGEN

  GIROZENTRALE,

  
	
   

  	
  as Primary Liquidity Provider

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Marion Kohrsmeier - Hartmann

  
	
   

  	
   

  	
  Name:

  	
  Marion Kohrsmeier - Hartmann

  
	
   

  	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Astrid Horn

  
	
   

  	
   

  	
  Name:  Astrid Horn

  
	
   

  	
   

  	
  Title:

  
					



 


30

















 


ANNEX I TO


REVOLVING CREDIT AGREEMENT


 


INTEREST ADVANCE NOTICE OF BORROWING


 


The undersigned, a duly
authorized signatory of the undersigned borrower (the “Borrower”), hereby certifies to Landesbank
Hessen-Thüringen Girozentrale (the “Primary
Liquidity Provider”), with reference to the Revolving Credit
Agreement, dated as of March 24, 2004, between the Borrower and the
Primary Liquidity Provider (the “Liquidity
Agreement”; the terms defined therein and not otherwise defined
herein being used herein as therein defined or referenced), that:


 


(1)                                  The
Borrower is the Subordination Agent under the Intercreditor Agreement.


 


(2)                                  The
Borrower is delivering this Notice of Borrowing for the making of an Interest
Advance by the Primary Liquidity Provider to be used, subject to clause(3)(v)
below, for the payment of interest on the Class G-2 Certificates which was
payable on
                     
(the “Distribution Date”) in
accordance with the terms and provisions of the Class G-2 Trust Agreement and
the Class G-2 Certificates, which Advance is requested to be made on
               .  The Interest Advance should be transferred
to account           .


 


(3)                                  The
amount of the Interest Advance requested hereby (i) is
$          , to be applied in
respect of the payment of interest which was due and payable on the Class G-2
Certificates on such Distribution Date, (ii) does not include any amount
with respect to the payment of principal of, or premium on, the Class G-2
Certificates, the Class G-2 Certificates or the Class C Certificates, or
interest on the Class G-2 Certificates or the Class C Certificates,
(iii) was computed in accordance with the provisions of the Class G-2
Certificates, the Class G-2 Trust Agreement and the Intercreditor Agreement (a
copy of which computation is attached hereto as Schedule I),
(iv) does not exceed the Maximum Available Commitment on the date hereof,
(v) does not include any amount of interest which was due and payable on
the Class G-2 Certificates on such Distribution Date but which remains unpaid
due to the failure of the Depositary to pay any amount of accrued interest on
the Deposits on such Distribution Date, and (vi) has not been and is not
the subject of a prior or contemporaneous Notice of Borrowing.


 


(4)                                  Upon
receipt by or on behalf of the Borrower of the amount requested hereby,
(a) the Borrower shall apply the same in accordance with the terms of
Section 3.6(b) of the Intercreditor Agreement, (b) no portion of such
amount shall be applied by the Borrower for any other purpose and (c) no
portion of such amount until so applied shall be commingled with other funds
held by the Borrower.


 


1

















 


The Borrower hereby
acknowledges that, pursuant to the Liquidity Agreement, the making of the
Interest Advance as requested by this Notice of Borrowing shall automatically
reduce, subject to reinstatement in accordance with the terms of the Liquidity
Agreement, the Maximum Available Commitment by an amount equal to the amount of
the Interest Advance requested to be made hereby as set forth in clause (i) of
paragraph (3) of this Notice of Borrowing and such reduction shall
automatically result in corresponding reductions in the amounts available to be
borrowed pursuant to a subsequent Advance.


 


2

















 


IN
WITNESS WHEREOF, the Borrower has executed and delivered this
Notice of Borrowing as of the      day of
              ,
    .


 


	
   

  	
  WILMINGTON TRUST COMPANY,

  
	
   

  	
  not in its individual capacity but solely as

  Subordination Agent, as Borrower

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
				



 


3

















 


SCHEDULE I TO


INTEREST ADVANCE NOTICE OF BORROWING


 


[Insert Copy of Computations in accordance with Interest Advance Notice
of Borrowing]


 


4

















 


ANNEX II TO


REVOLVING CREDIT AGREEMENT


 


NON-EXTENSION ADVANCE NOTICE OF BORROWING


 


The undersigned, a duly
authorized signatory of the undersigned borrower (the “Borrower”), hereby certifies to Landesbank
Hessen-Thüringen Girozentrale (the “Primary
Liquidity Provider”), with reference to the Revolving Credit
Agreement, dated as of March 24, 2004, between the Borrower and the
Primary Liquidity Provider (the “Liquidity
Agreement”; the terms defined therein and not otherwise defined
herein being used herein as therein defined or referenced), that:


 


(1)                                  The
Borrower is the Subordination Agent under the Intercreditor Agreement.


 


(2)                                  The
Borrower is delivering this Notice of Borrowing for the making of the
Non-Extension Advance by the Primary Liquidity Provider to be used for the
funding of the Class G-2 Primary Cash Collateral Account in accordance with
Section 3.6(d) of the Intercreditor Agreement, which Advance is requested
to be made on           ,
    .  The
Non-Extension Advance should be transferred to
            .


 


(3)                                  The
amount of the Non-Extension Advance requested hereby (i) is
$               .  ,
which equals the Maximum Available Commitment on the date hereof and is to be applied
in respect of the funding of the Class G-2 Primary Cash Collateral Account in
accordance with Section 3.6(d) of the Intercreditor Agreement,
(ii) does not include any amount with respect to the payment of the
principal of, or premium on, the Class G-1 Certificates, the Class G-2 Certificates
or the Class C Certificates, or interest on the Class G-1 Certificates or the
Class C Certificates, (iii) was computed in accordance with the provisions
of the Class G-2 Certificates, the Class G-2 Trust Agreement and the
Intercreditor Agreement (a copy of which computation is attached hereto as
Schedule I), and (iv) has not been and is not the subject of a prior
or contemporaneous Notice of Borrowing under the Liquidity Agreement.


 


(4)                                  Upon
receipt by or on behalf of the Borrower of the amount requested hereby,
(a) the Borrower will deposit such amount in the Class G-2 Primary Cash
Collateral Account and apply the same in accordance with the terms of
Section 3.6(d) of the Intercreditor Agreement, (b) no portion of such
amount shall be applied by the Borrower for any other purpose and (c) no
portion of such amount until so applied shall be commingled with other funds
held by the Borrower.


 


The Borrower hereby
acknowledges that, pursuant to the Liquidity Agreement, (A) the making of
the Non-Extension Advance as requested by this Notice of Borrowing shall
automatically and irrevocably terminate the obligation of the Primary Liquidity
Provider to make further Advances under the Liquidity Agreement; and
(B) following the making by the Primary Liquidity Provider of the
Non-Extension Advance requested by this Notice of Borrowing, the Borrower shall
not be entitled to request any further Advances under the Liquidity Agreement.


 


1

















 


IN
WITNESS WHEREOF, the Borrower has executed and delivered this
Notice of Borrowing as of the      day of
         ,
    .


 


	
   

  	
  WILMINGTON TRUST COMPANY,

  
	
   

  	
  not in its individual capacity but solely as

  Subordination Agent, as Borrower

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
				



 


2

















 


SCHEDULE I TO NON-EXTENSION ADVANCE


 


NOTICE OF BORROWING


[Insert copy of computations in accordance
with


Non-Extension Advance Notice of Borrowing]


 


3

















 


ANNEX III TO


REVOLVING CREDIT AGREEMENT


 


DOWNGRADE ADVANCE NOTICE OF BORROWING


 


The undersigned, a duly
authorized signatory of the undersigned borrower (the “Borrower”), hereby certifies to Landesbank
Hessen-Thüringen Girozentrale (the “Primary
Liquidity Provider”), with reference to the Revolving Credit
Agreement dated as of March 24, 2004, between the Borrower and the Primary
Liquidity Provider (the “Liquidity Agreement”;
the terms defined therein and not otherwise defined herein being used herein as
therein defined or referenced), that:


 


(1)                                  The
Borrower is the Subordination Agent under the Intercreditor Agreement.


 


(2)                                  The
Borrower is delivering this Notice of Borrowing for the making of the Downgrade
Advance by the Primary Liquidity Provider to be used for the funding of the Class
G-2 Primary Cash Collateral Account in accordance with Section 3.6(c) of
the Intercreditor Agreement by reason of the downgrading of the relevant rating
of the Primary Liquidity Provider issued by either Rating Agency below the
Threshold Rating, which Advance is requested to be made on
              .  The Downgrade Advance should be transferred
to           .


 


(3)                                  The
amount of the Downgrade Advance requested hereby (i) is
$        , which equals the Maximum
Available Commitment on the date hereof and is to be applied in respect of the
funding of the Class G-2 Primary Cash Collateral Account in accordance with
Section 3.6(d) of the Intercreditor Agreement, (ii) does not include
any amount with respect to the payment of principal of, or premium on, the
Class G-1 Certificates, the Class G-2 Certificates or the Class C Certificates
or interest on the Class G-1 Certificates or the Class C Certificates,
(iii) was computed in accordance with the provisions of the Class G-2
Certificates, the Class G-2 Trust Agreement and the Intercreditor Agreement (a
copy of which computation is attached hereto as Schedule 1), and
(iv) has not been and is not the subject of a prior or contemporaneous
Notice of Borrowing under the Liquidity Agreement.


 


(4)                                  Upon
receipt by or on behalf of the Borrower of the amount requested hereby,
(a) the Borrower shall deposit such amount in the Class G-2 Primary Cash
Collateral Account and apply the same in accordance with the terms of
Section 3.6(d) of the Intercreditor Agreement, (b) no portion of such
amount shall be applied by the Borrower for any other purpose and (c) no
portion of such amount until so applied shall be commingled with other funds
held by the Borrower.


 


The Borrower hereby
acknowledges that, pursuant to the Liquidity Agreement, (A) the making of
the Downgrade Advance as requested by this Notice of Borrowing shall
automatically and irrevocably terminate the obligation of the Primary Liquidity
Provider to make further Advances under the Liquidity Agreement; and (B) following
the making by the Primary


 


1

















 


Liquidity Provider of the Downgrade Advance requested by this Notice of
Borrowing, the Borrower shall not be entitled to request any further Advances
under the Liquidity Agreement.


 


2

















 


IN
WITNESS WHEREOF, the Borrower has executed and delivered this
Notice of Borrowing as of the       day of
         ,
     .


 


	
   

  	
  WILMINGTON TRUST COMPANY,

  
	
   

  	
  not in its individual capacity but solely as

  Subordination Agent, as Borrower

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
				



 


3

















 


SCHEDULE I TO


DOWNGRADE ADVANCE NOTICE OF BORROWING


 


[Insert Copy of Computations in accordance with

Downgrade Advance Notice of Borrowing]


 


4

















 


ANNEX IV TO


REVOLVING CREDIT AGREEMENT


 


FINAL ADVANCE NOTICE OF BORROWING


 


The undersigned, a duly
authorized signatory of the undersigned borrower (the “Borrower”), hereby certifies to Landesbank
Hessen-Thüringen Girozentrale (the “Primary
Liquidity Provider”), with reference to the Revolving Credit
Agreement, dated as of March 24, 2004, between the Borrower and the
Primary Liquidity Provider (the “Liquidity
Agreement”); the terms defined therein and not otherwise defined
herein being used herein as therein defined or referenced), that:


 


(1)                                  The
Borrower is the Subordination Agent under the Intercreditor Agreement.


 


(2)                                  The
Borrower is delivering this Notice of Borrowing for the making of the Final
Advance by the Primary Liquidity Provider to be used for the funding of the
Class G-2 Primary Cash Collateral Account in accordance with
Section 3.6(i) of the Intercreditor Agreement by reason of the receipt by
the Borrower of a Termination Notice from the Primary Liquidity Provider with
respect to the Liquidity Agreement, which Advance is requested to be made on
               .


 


(3)                                  The
amount of the Final Advance requested hereby (i) is
$             ,
which equals the Maximum Available Commitment on the date hereof and is to be
applied in respect of the funding of the Class G-1 Primary Cash Collateral
Account in accordance with Section 3.6(i) of the Intercreditor Agreement,
(ii) does not include any amount with respect to the payment of principal
of, or premium on the Class G-1 Certificates, the Class G-2 Certificates or the
Class C Certificates, or interest on the Class G-1 Certificates or the Class C
Certificates, (iii) was computed in accordance with the provisions of the
Class G-2 Certificates, the Class G-2 Trust Agreement and the Intercreditor
Agreement (a copy of which computation is attached hereto as Schedule I),
and (iv) has not been and is not the subject of a prior or contemporaneous
Notice of Borrowing.


 


(4)                                  Upon
receipt by or on behalf of the Borrower of the amount requested hereby,
(a) the Borrower shall deposit such amount in the Class G-2 Primary Cash
Collateral Account and apply the same in accordance with the terms of
Section 3.6(i) of the Intercreditor Agreement, (b) no portion of such
amount shall be applied by the Borrower for any other purpose and (c) no
portion of such amount until so applied shall be commingled with other funds
held by the Borrower.


 


(5)                                  The
Borrower hereby requests that the Advance requested hereby be a Base Rate Advance
[and that such Base Rate Advance be converted into a LIBOR Advance on the third
Business Day following your receipt of this notice.](1)


 












(1)                                  Bracketed language may be included at
Borrower’s option.


 


1

















 


The Borrower hereby
acknowledges that, pursuant to the Liquidity Agreement, (A) the making of
the Final Advance as requested by this Notice of Borrowing shall automatically
and irrevocably terminate the obligation of the Primary Liquidity Provider to
make further Advances under the Liquidity Agreement; and (B) following the
making by the Primary Liquidity Provider of the Final Advance requested by this
Notice of Borrowing, the Borrower shall not be entitled to request any further
Advances under the Liquidity Agreement.


 


2

















 


IN
WITNESS WHEREOF, the Borrower has executed and delivered this
Notice of Borrowing as of the       day of
           ,
     .


 


	
   

  	
  WILMINGTON TRUST COMPANY,

  
	
   

  	
  not in its individual capacity but solely as

  Subordination Agent, as Borrower

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
				



 


3

















 


SCHEDULE I TO FINAL ADVANCE NOTICE OF
BORROWING


 


[Insert Copy of Computations in accordance with


Final Advance Notice of Borrowing]


 


4

















 


ANNEX V TO


REVOLVING CREDIT AGREEMENT


 


NOTICE OF TERMINATION


 


[Date]


 


Wilmington Trust Company


Rodney Square North


1100 North Market Square


Wilmington, DE  19890-0001


 


Attention:  Corporate Trust Administration


 


Re:                               Revolving
Credit Agreement, dated as of March 24, 2004, between Wilmington Trust
Company, as Subordination Agent, as agent and trustee for the JetBlue Airways
2004-1G-2 Pass Through Trust, as Borrower, and Landesbank Hessen-Thüringen
Girozentrale (the “Liquidity Agreement”)


 


Ladies and Gentlemen:


 


You are hereby notified
that pursuant to Section 6.01(a) of the Liquidity Agreement, by reason of
the occurrence of a Liquidity Event of Default and the existence of a
Performing Note Deficiency (each as defined therein), we are giving this notice
to you in order to cause (i) our obligations to make Advances (as defined
therein) under such Liquidity Agreement to terminate on the fifth Business Day
after the date on which you receive this notice and (ii) you to request a
Final Advance under the Liquidity Agreement pursuant to Section 3.6(i) of
the Intercreditor Agreement (as defined in the Liquidity Agreement) as a
consequence of your receipt of this notice.


 


1

















 


THIS NOTICE IS THE
“NOTICE OF TERMINATION” PROVIDED FOR UNDER THE LIQUIDITY AGREEMENT.  OUR OBLIGATIONS TO MAKE ADVANCES UNDER THE
LIQUIDITY AGREEMENT SHALL TERMINATE ON THE FIFTH BUSINESS DAY AFTER THE DATE ON
WHICH YOU RECEIVE THIS NOTICE.


 


	
   

  	
  Very truly yours,

  
	
   

  	
   

  
	
   

  	
  LANDESBANK HESSEN-THÜRINGEN

  GIROZENTRALE,

  
	
   

  	
  as Primary Liquidity Provider

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 


cc:                                 Wilmington
Trust Company, as Trustee


 


2

















 


ANNEX VI TO


REVOLVING CREDIT AGREEMENT


 


NOTICE OF REPLACEMENT SUBORDINATION AGENT


 


[Date]


 


Attention:


 


Re:                               Revolving
Credit Agreement, dated as of March 24, 2004, between Wilmington Trust
Company, as Subordination Agent, as agent and trustee for the JetBlue Airways
2004-1G-2 Pass Through Trust, as Borrower, and Landesbank Hessen-Thüringen
Girozentrale (the “Liquidity Agreement”)


 


Ladies and Gentlemen:


 


For value received, the
undersigned hereby irrevocably transfers to:


 


	
   

  	
   

  
	
   

  	
  [Name of Transferee]

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  [Address of Transferee]

  



 


 


all rights and obligations of the undersigned as Borrower and
Subordination Agent under the Liquidity Agreement referred to above.  The transferee has succeeded the undersigned
as Borrower and Subordination Agent under the Intercreditor Agreement referred
to in the first paragraph of the Liquidity Agreement, pursuant to the terms of
Section 8.1 of the Intercreditor Agreement.


 


By this transfer, all
rights of the undersigned as Borrower and Subordination Agent under the Liquidity
Agreement are transferred to the transferee and the transferee shall hereafter
have the sole rights and obligations as Borrower and Subordination Agent  thereunder. 
The undersigned shall pay any costs and expenses of such transfer,
including, but not limited to, transfer taxes or governmental charges.


 


We ask that this transfer
be effective as of
            ,
    .


 


	
   

  	
  WILMINGTON TRUST COMPANY,

  
	
   

  	
  not in its individual capacity but solely as

  Subordination Agent, as Borrower

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
				



 


1

















 


ANNEX VII TO


REVOLVING CREDIT AGREEMENT


 


SPECIAL TERMINATION ADVANCE NOTICE OF
BORROWING


 


The undersigned, a duly
authorized signatory of the undersigned borrower (the “Borrower”), hereby certifies to Landesbank
Hessen-Thüringen Girozentrale (the “Primary
Liquidity Provider”), with
reference to the Revolving Credit Agreement, dated as of March 24, 2004,
between the Borrower and the Primary Liquidity Provider (the “Primary Liquidity Agreement”); the terms
defined therein and not otherwise defined herein being used herein as therein
defined or referenced), that:


 


(1)                                  The
Borrower is the Subordination Agent under the Intercreditor Agreement.


 


(2)                                  The
Borrower is delivering this Notice of Borrowing for the making of the Special
Termination Advance by the Primary Liquidity Provider to be used for the
funding of the Class G-2 Primary Cash Collateral Account in accordance with
Section 3.6(k) of the Intercreditor Agreement by reason of the receipt by
the Borrower of a Special Termination Notice from the Primary Liquidity
Provider with respect to the Primary Liquidity Agreement, which Advance is
requested to be made on
               .


 


(3)                                  The
amount of the Special Termination Advance requested hereby (i) is
$             ,
which equals the Maximum Available Commitment on the date hereof and is to be
applied in respect of the funding of the Class G-2 Primary Cash Collateral
Account in accordance with Section 3.6(k) of the Intercreditor Agreement,
(ii) does not include any amount with respect to the payment of principal
of, or premium on the Class G-1 Certificates, the Class G-2 Certificates
or the Class C Certificates, or interest on the Class G-1 Certificates or the
Class C Certificates, (iii) was computed in accordance with the provisions
of the Class G-2 Certificates, the Class G-2 Trust Agreement and the
Intercreditor Agreement (a copy of which computation is attached hereto as
Schedule I), and (iv) has not been and is not the subject of a prior
or contemporaneous Notice of Borrowing.


 


(4)                                  Upon
receipt by or on behalf of the Borrower of the amount requested hereby,
(a) the Borrower shall deposit such amount in the Class G-2 Primary Cash
Collateral Account and apply the same in accordance with the terms of Section 3.6(k)
of the Intercreditor Agreement, (b) no portion of such amount shall be
applied by the Borrower for any other purpose and (c) no portion of such
amount until so applied shall be commingled with other funds held by the
Borrower.


 


The Borrower hereby acknowledges
that, pursuant to the Primary Liquidity Agreement, (A) the making of the
Special Termination Advance as requested by this Notice of Borrowing shall
automatically and irrevocably terminate the obligation of the Primary Liquidity
Provider to make further Advances under the Primary Liquidity Agreement; and
(B) following the making by the Primary Liquidity Provider of the Special
Termination Advance requested by this Notice


 


1

















 


of Borrowing, the Borrower shall not be entitled to request any further
Advances under the Primary Liquidity Agreement.


 


2

















 


IN
WITNESS WHEREOF, the Borrower has executed and delivered this
Notice of Borrowing as of the       day of
           ,
     .


 


	
   

  	
  WILMINGTON TRUST COMPANY,

  
	
   

  	
  not in its individual capacity but solely as

  Subordination Agent, as Borrower

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
				



 


3

















 


SCHEDULE I TO SPECIAL TERMINATION ADVANCE
NOTICE OF BORROWING


 


[Insert Copy of Computations in accordance with


Special Termination Advance Notice of Borrowing]


 


4

















 


ANNEX VIII TO


REVOLVING CREDIT AGREEMENT


 


NOTICE OF SPECIAL TERMINATION


 


[Date]


 


Wilmington Trust Company


Rodney Square North


1100 North Market Square


Wilmington, DE  19890-0001


 


Attention:  Corporate Trust Administration


 


Re:                               Revolving
Credit Agreement, dated as of March 24, 2004, between Wilmington Trust
Company, as Subordination Agent, as agent and trustee for the JetBlue Airways
2004-1G-2 Pass Through Trust, as Borrower, and Landesbank Hessen-Thüringen
Girozentrale (the “Primary Liquidity
Agreement”)


 


Ladies and Gentlemen:


 


You are hereby notified
that pursuant to Section 6.01(b) of the Primary Liquidity Agreement, by
reason of the aggregate Pool Balance of the Class G-1 Certificates and Class
G-2 Certificates exceeding the aggregate outstanding principal amount of the
Series G-1 Equipment Notes and Series G-2 Equipment Notes (other than any
Series G-1 Equipment Notes or Series G-2 Equipment Notes previously
sold or with respect to which the collateral securing such Series G-1
Equipment Notes or Series G-2 Equipment Notes has been disposed of) during
the 18-month period prior to March 15, 2014, we are giving this notice to
you in order to cause (i) our obligations to make Advances (as defined
therein) under such Primary Liquidity Agreement to terminate on the fifth
Business Day after the date on which you receive this notice and (ii) you
to request a Special Termination Advance under the Primary Liquidity Agreement
pursuant to Section 3.6(k) of the Intercreditor Agreement (as defined in
the Primary Liquidity Agreement) as a consequence of your receipt of this
notice.


 


1

















 


THIS NOTICE IS THE
“NOTICE OF SPECIAL TERMINATION” PROVIDED FOR UNDER THE PRIMARY LIQUIDITY
AGREEMENT.  OUR OBLIGATIONS TO MAKE
ADVANCES UNDER THE PRIMARY LIQUIDITY AGREEMENT SHALL TERMINATE ON THE FIFTH
BUSINESS DAY AFTER THE DATE ON WHICH YOU RECEIVE THIS NOTICE.


 


	
   

  	
  Very truly yours,

  
	
   

  	
   

  
	
   

  	
  LANDESBANK HESSEN-THÜRINGEN

  GIROZENTRALE,

  
	
   

  	
  as Primary Liquidity Provider

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 


 


cc:                                 Wilmington
Trust Company, as Trustee


 


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