Exhibit 4.28


 


EXECUTION COPY


 


 




 


 





NOTE
PURCHASE AGREEMENT


 


dated
as of March 24, 2004


 


among


 


JETBLUE AIRWAYS CORPORATION,


 


WILMINGTON TRUST COMPANY,


as
Pass Through Trustee under each of the


Pass
Through Trust Agreements


 


WILMINGTON TRUST COMPANY,


as
Subordination Agent


 


WILMINGTON TRUST COMPANY,


as
Escrow Agent


 


and


 


WILMINGTON TRUST COMPANY,


as
Paying Agent


 




 





 

















 


INDEX TO NOTE PURCHASE AGREEMENT


 


	
  Section 1.

  	
  Financing of
  Aircraft

  	
   

  
	
   

  	
   

  	
   

  
	
  Section 2.

  	
  Conditions
  Precedent

  	
   

  
	
   

  	
   

  	
   

  
	
  Section 3.

  	
  Representations
  and Warranties

  	
   

  
	
   

  	
   

  	
   

  
	
  Section 4.

  	
  Covenants

  	
   

  
	
   

  	
   

  	
   

  
	
  Section 5.

  	
  Notices

  	
   

  
	
   

  	
   

  	
   

  
	
  Section 6.

  	
  Expenses

  	
   

  
	
   

  	
   

  	
   

  
	
  Section 7.

  	
  Further
  Assurances

  	
   

  
	
   

  	
   

  	
   

  
	
  Section 8.

  	
  Miscellaneous

  	
   

  
	
   

  	
   

  	
   

  
	
  Section 9.

  	
  Governing
  Law

  	
   

  
	
   

  
	
   

  
	
  Schedules

  
	
   

  
	
  Schedule I

  	
  Aircraft
  and Scheduled Delivery Months

  	
   

  
	
  Schedule II

  	
  Pass
  Through Trust Agreements

  	
   

  
	
  Schedule III

  	
  Deposit
  Agreements

  	
   

  
	
  Schedule IV

  	
  Escrow
  and Paying Agent Agreements

  	
   

  
	
  Schedule V

  	
  Aggregate
  Amortization Schedule

  	
   

  
	
   

  
	
  Annex

  
	
   

  
	
  Annex A

  	
  Definitions

  	
   

  
	
   

  	
   

  	
   

  
	
  Exhibits

  
	
   

  	
   

  	
   

  
	
  Exhibit A

  	
  Form of
  Delivery Notice

  	
   

  
	
  Exhibit B–1

  	
  Form of
  Participation Agreement

  	
   

  
	
  Exhibit B–2

  	
  Form of
  Indenture

  	
   

  
				



 


i

















 


NOTE PURCHASE AGREEMENT


 


THIS
NOTE PURCHASE AGREEMENT, dated as of March 24, 2004, among (i) JETBLUE AIRWAYS CORPORATION, a Delaware
corporation (the “Company”),
(ii) WILMINGTON TRUST COMPANY
(“WTC”) a Delaware banking
corporation, not in its individual capacity except as otherwise expressly
provided herein, but solely as trustee (in such capacity together with its
successors in such capacity, the “Pass
Through Trustee”) under each of the three separate Pass Through
Trust Agreements (as defined below); (iii) WILMINGTON TRUST COMPANY, a Delaware banking corporation, as
subordination agent and trustee (in such capacity together with its successors
in such capacity, the “Subordination Agent”)
under the Intercreditor Agreement (as defined below), (iv) WILMINGTON TRUST COMPANY, a Delaware
banking corporation, as Escrow Agent (in such capacity together with its
successors in such capacity, the “Escrow
Agent”), under each of the Escrow and Paying Agent Agreements (as
defined below) and (v) WILMINGTON TRUST
COMPANY, a Delaware banking corporation, as Paying Agent (in such
capacity together with its successors in such capacity, the “Paying Agent”) under each of the Escrow and
Paying Agent Agreements.


 


W  I  T
N  E  S  S  E  T  H:


 


WHEREAS, capitalized terms used but not defined
herein shall have the meanings ascribed to such terms in Annex A hereto;


 


WHEREAS, the Company has obtained commitments
from the Manufacturer pursuant to the Aircraft Purchase Agreement for the
delivery of the 13 aircraft listed on Schedule I hereto (together with any
aircraft substituted therefor in accordance with the Aircraft Purchase
Agreement prior to the delivery thereof, the “Aircraft”);


 


WHEREAS, pursuant to each of the Pass Through
Trust Agreements set forth in Schedule II hereto, and concurrently with
the execution and delivery of this Agreement, separate grantor trusts
(collectively, the “Pass Through Trusts”
and, individually, a “Pass Through Trust”)
have been created to facilitate certain of the transactions contemplated
hereby, including, without limitation, the issuance and sale of pass through
certificates pursuant thereto (collectively, the “Certificates”) to provide for a portion of the financing of
the Aircraft;


 


WHEREAS, the Company has entered into the
Underwriting Agreement dated March 18, 2004 (the “Purchase Agreement”) with the several
Underwriters (the “Underwriters”)
named therein, which provides that the Company will cause each Pass Through
Trustee to issue and sell the Certificates to the Underwriters;


 


WHEREAS, concurrently with the execution and
delivery of this Agreement, (i) the Escrow Agents and the Depositary
entered into the Deposit Agreements set forth in Schedule III hereto (the
“Initial Deposit Agreements”)
whereby the applicable Escrow Agent agreed to direct the Underwriters to make
certain deposits referred to therein on the Issuance Date (the “Initial Deposits”) and to permit the
applicable Pass Through Trustee to make additional deposits from time to time
thereafter (the Initial Deposits together with such additional deposits are
collectively referred to as the “Deposits”)
and (ii) the Pass Through Trustees, the Underwriters, the Paying Agents
and the Escrow Agents entered into the Escrow and Paying


 

















 


Agent Agreements
set forth in Schedule IV hereto (the “Escrow
and Paying Agent Agreements”) whereby, among other things,
(a) the Underwriters agreed to deliver an amount equal to the amount of
the Initial Deposits to the Depositary on behalf of the applicable Escrow Agent
and (b) the applicable Escrow Agent, upon the Depositary receiving such
amount, has agreed to deliver escrow receipts to be affixed to each
Certificate;


 


WHEREAS, in connection with the financing or
refinancing of an Aircraft, the Company will give to the Pass Through Trustee a
Funding Notice (as defined below) specifying its election;


 


WHEREAS, upon receipt of a Funding Notice with
respect to an Aircraft, subject to the terms and conditions of this Agreement,
the applicable Pass Through Trustees will enter into the applicable Financing
Agreements relating to such Aircraft;


 


WHEREAS, upon the financing of each Aircraft,
each Pass Through Trustee will fund its purchase of Equipment Notes with the
proceeds of the sale of the Certificates or one or more Deposits withdrawn by
the applicable Escrow Agent under the related Deposit Agreement bearing the
same interest rate as the Certificates issued by such Pass Through Trust;


 


WHEREAS, concurrently with the execution and
delivery of this Agreement, (i)  Landesbank Hessen-Thüringen Girozentrale,
a public-law banking institution organized under the laws of Germany (the “Primary  Liquidity
Provider”), has entered into three revolving credit agreements
(each, a “Primary  Liquidity Facility”), one each for the
benefit of the Certificateholders of the Class G-1 Trust, Class G-2
Trust and the Class C Trust, with the Subordination Agent, as agent for
the Pass Through Trustee on behalf of each such Pass Through Trust,
(ii) Morgan Stanley Capital Services Inc. (the “Above-Cap Liquidity Provider”) has entered into an ISDA Master
Agreement, together with the related Schedule and Confirmation,  with the Subordination Agent for the benefit
of the Certificateholders of each of the Class G-1 Trust, the
Class G-2 Trust and the Class C Trust (each an “Above-Cap Liquidity Agreement”) and
(iii) the Pass Through Trustee, the Primary Liquidity Provider, the
Above-Cap Liquidity Provider, the Policy Provider (as defined below) and the
Subordination Agent have entered into the Intercreditor Agreement, dated as of
the date hereof (the “Intercreditor Agreement”);
and


 


WHEREAS, concurrently with the execution and
delivery of this Agreement MBIA Insurance Corporation (the “Policy Provider”) has entered into the
Insurance and Indemnity Agreement (the “Policy
Provider Agreement”), with the Company and the Subordination Agent,
as agent and trustee for the Pass Through Trustee of the Class G-1 Trust
and Class G-2 Trust on behalf of the Class G-1 Trust and
Class G-2 Trust, and the Policy Provider has issued the certificate guaranty
insurance policies (collectively, the “Policies”)
provided for therein for the benefit of the Class G-1 Certificateholders
and Class G-2 Certificateholders.


 


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


 


Section 1.                                          Financing of Aircraft. 
(a)  The Company confirms that it
has entered into the Aircraft Purchase Agreement with the Manufacturer pursuant
to which the Company has


 


2

















 


agreed
to purchase, and the Manufacturer has agreed to deliver, the Aircraft in the
months specified in Schedule I hereto, all on and subject to terms and conditions
specified in the Aircraft Purchase Agreement. 
The Company agrees to finance the Aircraft in the manner provided
herein, all on and subject to the terms and conditions hereof and of the
relevant Financing Agreements.


 


(b)                                 In furtherance of the foregoing, the
Company agrees to give the parties hereto, the Depositary, the Policy Provider
and each of the Rating Agencies not less than two Business Days’ prior written
notice in the form of the notice set out in Exhibit A hereto (a “Funding Notice”) of the scheduled financing
date (the “Scheduled Financing Date”)
(or, in the case of a substitute Funding Notice under Section 1(e) hereof,
one Business Day’s prior notice) in respect of each Aircraft under the Aircraft
Purchase Agreement or if the Scheduled Financing Date coincides with the
Issuance Date, the Funding Notice may be delivered on the Issuance Date, which
notice shall:


 


(i)                                     specify the Scheduled Financing Date of
such Aircraft (which shall be a Business Day before the Cut-off Date and no
later than 90 days after the Delivery Date of such Aircraft and, except as
provided in Section 1(e) hereof, the date (the “Funding Date”) on which the financing therefor in the manner
provided herein shall be consummated);


 


(ii)                                  instruct the applicable Pass Through
Trustee to execute and deliver to the relevant Escrow Agent a withdrawal
certificate in the form of Exhibit B to the Escrow Agent so as to provide
a Notice of Purchase Withdrawal to the Depositary with respect to the Equipment
Notes to be issued in connection with the financing of such Aircraft;


 


(iii)                               instruct the applicable Pass Through Trustee to enter
into the Participation Agreement included in the Financing Agreements with
respect to such Aircraft at such a time on or before the Funding Date specified
in such Funding Notice and to perform its obligations thereunder; and


 


(iv)                              specify the aggregate principal amount of
each series of Equipment Notes to be issued, and purchased by the Pass Through
Trustees, in connection with the financing of such Aircraft scheduled to be
delivered on such Funding Date.


 


(c)                                  Upon receipt of a Funding Notice, the
Pass Through Trustees shall, and shall cause the Subordination Agent to, enter
into and perform their obligations under the Participation Agreement and other
instructions specified in such Funding Notice, provided that such
Participation Agreement and the other Financing Agreements to be entered into
pursuant to such Participation Agreement shall be in the forms thereof annexed
hereto.  With respect to each Aircraft,
the Company shall direct WTC (or such other person that meets the eligibility
requirements to act as mortgagee under the Indenture) to execute as Loan
Trustee the Financing Agreements relating to such Aircraft to which such Loan
Trustee is intended to be a party, and the Company shall concurrently therewith
execute such Financing Agreements to which the Company is intended to be a
party and perform its respective obligations thereunder.  Upon the request of the Policy Provider or
of either Rating Agency, the Company shall deliver or cause to


 


3

















 


be
delivered to the Policy Provider or such Rating Agency a true and complete copy
of each Financing Agreement relating to the financing of each Aircraft together
with a true and complete set of the legal opinions delivered to the related
Loan Trustee, Subordination Agent and Pass Through Trustee under the related
Participation Agreement.


 


(d)                                 If after giving any Funding Notice, there
shall be a delay in the financing of an Aircraft, or if on the Scheduled
Financing Date of an Aircraft the financing thereof in the manner contemplated
hereby shall not be consummated for whatever reason, the Company shall give the
parties hereto and the Policy Provider prompt notice thereof.  Concurrently with the giving of such notice
of postponement or subsequently, the Company shall give the parties hereto and
the Policy Provider a substitute Funding Notice specifying the date to which
such delivery and related financing shall have been re-scheduled (which shall
be a Business Day before the Cut-off Date on which the Escrow Agents shall be
entitled to withdraw one or more Deposits under each of the applicable Deposit
Agreements to enable each applicable Pass Through Trustee to fund its purchase
of the related Equipment Notes).  Upon
receipt of any such notice of postponement, each applicable Pass Through
Trustee shall comply with its obligations under Section 7.01 of each of
the Pass Through Trust Agreements and thereafter the financing of the relevant
Aircraft shall take place on the re-scheduled financing date therefor (all on
and subject to the terms and conditions of the relevant Financing Agreements)
unless further postponed as provided herein.


 


(e)                                  If the scheduled Delivery Date for any
Aircraft is delayed for any reason (including the casualty loss thereof) more
than 30 days beyond the last day of the month set forth opposite such Aircraft
under the heading “Scheduled Delivery Months” in Schedule I hereto, the
Company may identify for delivery a substitute aircraft therefor meeting the
following conditions (a “Substitute Aircraft”):  (i) a Substitute Aircraft must be an
Airbus A320-200 aircraft equipped with International Aero Engines
model V2527-A5 engines, in each case manufactured after the date of this
Agreement and (ii) the Company shall be obligated to obtain prior written
consent of the Policy Provider and to obtain Rating Agency Confirmation in
respect of the replacement of any Aircraft by Substitute Aircraft.  Upon the satisfaction of the conditions set
forth above with respect to a Substitute Aircraft, the Aircraft to be replaced
shall cease to be subject to this Agreement and all rights and obligations of
the parties hereto concerning such Aircraft shall cease, and such Substitute
Aircraft shall become and thereafter be subject to the terms and conditions of
this Agreement to the same extent as such Aircraft.


 


(f)                                    The Company shall have no liability for
the failure of the Pass Through Trustees to purchase Equipment Notes with
respect to any Aircraft or Substitute Aircraft, other than the Company’s
obligation, if any, to pay the Deposit Break Amount pursuant to
Section 4(a)(i) of this Agreement.


 


(g)                                 Anything herein to the contrary
notwithstanding, the Company shall not have the right, and shall not be
entitled, at any time to request the issuance of Equipment Notes of any series
to any Pass Through Trustee in an aggregate principal amount in excess of the
amount of the Deposits then available for withdrawal by the Escrow Agent under
and in accordance with the provisions of the related Deposit Agreement.


 


4

















 


Section 2.                                          Conditions Precedent. 
The obligation of the Pass Through Trustees to enter into, and to cause
the Subordination Agent to enter into, any Participation Agreement as directed
pursuant to a Funding Notice and to perform its obligations thereunder is
subject to satisfaction of the following conditions:


 


(a)                                  no Triggering Event shall have occurred;
and


 


(b)                                 the Company shall have delivered a
certificate to each such Pass Through Trustee, the Policy Provider and each
Primary Liquidity Provider stating that the conditions precedent to the
obligation of the Pass Through Trustees and the Subordination Agent under such
Participation Agreement have been satisfied in all material respects.


 


Anything herein to the
contrary notwithstanding, the obligation of each Pass Through Trustee to
purchase Equipment Notes shall terminate on the Cut-off Date.


 


Section 3.                                          Representations and Warranties. 
(a)  The Company represents and
warrants that:


 


(i)                                     the Company is duly incorporated, validly
existing and in good standing under the laws of the State of Delaware and is a
“citizen of the United States” as defined in Section 40102 of the Act, and
has the full corporate power, authority and legal right under the laws of the
State of Delaware to execute and deliver this Agreement and each Financing
Agreement to which it will be a party and to carry out the obligations of the
Company under this Agreement and each Financing Agreement to which it will be a
party;


 


(ii)                                  the execution and delivery by the Company
of this Agreement and the performance by the Company of its obligations under
this Agreement have been duly authorized by the Company and will not violate
its Certificate of Incorporation or by-laws or (other than any violation that
would not result in a Material Adverse Change to the Company) the provisions of
any indenture, mortgage, contract or other agreement to which it is a party or
by which it is bound; and


 


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


 


(b)                                 WTC represents and warrants that:


 


(i)                                     WTC is duly incorporated, validly
existing and in good standing under the laws of the State of Delaware and is a
“citizen of the United States” as defined in Section 40102 of the Act, and
has the full corporate power, authority and legal right under the laws of the
State of Delaware and the United States pertaining to its banking, trust and
fiduciary powers to execute and deliver this Agreement and each Financing
Agreement to which it will be a party and to carry out the obligations of WTC,
in its


 


5

















 


capacity as Subordination Agent, Pass Through Trustee or Paying Agent,
as the case may be, under this Agreement and each Financing Agreement to which
it will be a party;


 


(ii)                                  the execution and delivery by WTC, in its
capacity as Subordination Agent, Pass Through Trustee or Paying Agent, as the
case may be, of this Agreement and the performance by WTC, in its capacity as
Subordination Agent, Pass Through Trustee or Paying Agent, as the case may be,
of its obligations under this Agreement have been duly authorized by WTC, in
its capacity as Subordination Agent, Pass Through Trustee or Paying Agent, as
the case may be, and will not violate its articles of association or by-laws or
the provisions of any indenture, mortgage, contract or other agreement to which
it is a party or by which it is bound; and


 


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


 


(c)                                  The Pass Through Trustee hereby confirms
to each of the other parties hereto that its representations and warranties set
forth in Section 7.15 of each Pass Through Trust Agreement are true and
correct as of the date hereof.


 


(d)                                 The Subordination Agent represents and
warrants that:


 


(i)                                     the Subordination Agent is duly
incorporated, validly existing and in good standing under the laws of the State
of Delaware, and has the full corporate power, authority and legal right under
the laws of the State of Delaware and the United States pertaining to its
banking, trust and fiduciary powers to execute and deliver this Agreement and
each Financing Agreement to which it is or will be a party and to perform its
obligations under this Agreement and each Financing Agreement to which it is or
will be a party,


 


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


 


(iii)                               none of the execution, delivery and performance by the
Subordination Agent of this Agreement contravenes any law, rule or regulation
of the State of Delaware or any United States governmental authority or agency
regulating the Subordination Agent’s banking, trust or fiduciary powers or any
judgment or order applicable to or binding on the Subordination Agent and do
not contravene the Subordination Agent’s articles of association or by-laws or
result in any breach of, or


 


6

















 


constitute a default under, any agreement or instrument to which the
Subordination Agent is a party or by which it or any of its properties may be
bound;


 


(iv)                              neither the execution and delivery by the
Subordination Agent of this Agreement nor the consummation by the Subordination
Agent of any of the transactions contemplated hereby requires the consent or
approval of, the giving of notice to, the registration with, or the taking of
any other action with respect to, any Delaware governmental authority or agency
or any federal governmental authority or agency regulating the Subordination
Agent’s banking, trust or fiduciary powers;


 


(v)                                 there are no Taxes payable by the
Subordination Agent imposed by the State of Delaware or any political
subdivision or taxing authority thereof in connection with the execution,
delivery and performance by the Subordination Agent of this Agreement (other
than franchise or other taxes based on or measured by any fees or compensation
received by the Subordination Agent for services rendered in connection with
the transactions contemplated by the Intercreditor Agreement or any of the Liquidity
Facilities), and there are no Taxes payable by the Subordination Agent imposed
by the State of Delaware or any political subdivision thereof in connection
with the acquisition, possession or ownership by the Subordination Agent of any
of the Equipment Notes (other than franchise or other taxes based on or
measured by any fees or compensation received by the Subordination Agent for
services rendered in connection with the transactions contemplated by the
Intercreditor Agreement or any of the Liquidity Facilities); and


 


(vi)                              there are no pending or threatened
actions or proceedings against the Subordination Agent before any court or
administrative agency which individually or in the aggregate, if determined
adversely to it, would materially adversely affect the ability of the
Subordination Agent to perform its obligations under this Agreement.


 


(e)                                  The Escrow Agent represents and warrants
that:


 


(i)                                     the Escrow Agent is duly incorporated,
validly existing and in good standing under the laws of the State of Delaware
and has the full corporate power, authority and legal right under the laws of
the State of Delaware pertaining to its banking, trust and fiduciary powers to
execute and deliver this Agreement, each Deposit Agreement and each Escrow and
Paying Agent Agreement (collectively, the “Escrow
Agent Agreements”) and to carry out the obligations of the Escrow
Agent under each of the Escrow Agent Agreements;


 


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


 


(iii)                               each of the Escrow Agent Agreements constitutes the
legal, valid and binding obligations of the Escrow Agent enforceable against it
in accordance with its


 


7

















 


terms, except as the same may be limited by applicable bankruptcy,
insolvency, reorganization, moratorium or similar laws affecting the rights of
creditors generally and by general principles of equity, whether considered in
a proceeding at law or in equity.


 


(f)                                    The Paying Agent represents and warrants
that:


 


(i)                                     the Paying Agent is duly incorporated,
validly existing and in good standing under the laws of the State of Delaware
and has the full corporate power, authority and legal right under the laws of
the State of Delaware and the United States pertaining to its banking, trust
and fiduciary powers to execute and deliver this Agreement and the Escrow and
Paying Agent Agreement (collectively, the “Paying
Agent Agreements”) and to carry out the obligations of the Paying
Agent under each of the Paying Agent Agreements;


 


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


 


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


 


Section 4.                                          Covenants.  (a) The
Company covenants with each of the other parties hereto that:


 


(i)                                     on the date that the Depositary is
obligated to pay the amount of the Final Withdrawals to the Paying Agent
pursuant to the Deposit Agreements relating to the Class G-1 Trust,
Class G-2 Trust and the Class C Trust, the Company shall pay to the
Pass Through Trustee of each such Trust no later than 12:30 p.m. (New York
time) an amount equal to the Deposit Break Amount, if any, required to be paid
in respect of each such Final Withdrawal amount;


 


(ii)                                  the Company shall not consolidate with or
merge into any other person under circumstances in which the Company is not the
surviving corporation, or convey, transfer or lease in one or more transactions
all or substantially all of its assets to any other person, unless such person
is organized, existing and in good standing under the Laws of the United
States, any State of the United States or the District of Columbia and, upon
consummation of such transaction, such person will be a U.S. Air Carrier (as
defined in the Financing Agreements). 
Upon any such consolidation or merger of the Company with or into, or
the conveyance, transfer or lease by the Company of all or substantially all of
its assets to, any Person in accordance with this Section 4(a)(ii), such
Person will succeed to, and be substituted for, and may exercise every right and
power of, the Company under the Operative Agreements and Financing Agreements
with the same 


 


8

















 


effect as if such person had been named as the “Company” or “Owner”
therein.  No such consolidation or merger,
or conveyance, transfer or lease, shall have the effect of releasing the
Company or such Person from any of the obligations, liabilities, covenants or
undertakings of the Company under the Financing Agreements;


 


(iii)                               the Company shall at all times remain a U.S. Air
Carrier (as defined in the Financing Agreements) and shall at all times be
otherwise certificated and registered to the extent necessary to entitle the
Loan Trustee to the rights afforded to secured parties of aircraft equipment
under Section 1110;


 


(iv)                              the Company agrees to provide written
notice to each of the parties hereto of the occurrence of the Cut-off Date no
later than one Business Day after the date thereof; such notice to refer
specifically to the Pass Through Trustee’s obligation to assign, transfer and
deliver all of its right, title and interest to the Trust Property (as defined
in each Pass Through Trust Agreement) to the trustee of the Related Trust (as
defined in each Pass Through Trust Agreement) in accordance with Section 11.01
of each of the Pass Through Trust Agreements; and


 


(v)                                 On the Issuance Date, the Depositary’s
short-term unsecured rating shall be A-1 from Standard & Poor’s and
P-1 from Moody’s (the “Depository Threshold
Rating”).  If the
Depositary’s short-term unsecured debt rating shall at any time fall below A-1
from Standard & Poor’s or P-1 from Moody’s, the Company shall, within
45 days of such event occurring, cause the Depositary to be replaced with
a depository bank (a “Replacement Depositary”)
on the following terms and preconditions:


 


(A)                              the Replacement Depositary must be one
that meets the Depositary Threshold Rating (unless the Company shall have
obtained (i) written confirmation from each Rating Agency that such
replacement will not cause a reduction of any rating then in effect for any
Class of Certificates by such Rating Agency (without regard to any downgrading
of any rating of the Depositary being replaced and without regard to the
Policies) and (ii) the prior written consent of the Policy Provider) and
the Company shall have obtained written confirmation from each Rating Agency
that such replacement will not cause a reduction of any rating then in effect
for any Class of Certificates by such Rating Agency (without regard to any
downgrading of any rating of the Depositary being replaced and without regard
to the Policies);


 


(B)                                the Company shall pay all fees, expenses
and other amounts then owing to the replaced Depositary; and


 


(C)                                the Company shall cause the Escrow Agent
and the Replacement Depositary to enter into a Replacement Deposit Agreement
for each Class of Certificates and shall cause the Replacement Depositary to
deliver to the Company, the Policy Provider and each Rating Agency legal
opinions and other closing documentation substantially similar in scope and
substance as those that


 


9

















 


were delivered by the Depositary being replaced in connection with the
execution and delivery of the Deposit Agreement being replaced.


 


Upon satisfaction of the foregoing
conditions, the Company shall instruct each Pass Through Trustee, and each Pass
Through Trustee agrees, to execute and deliver to the Escrow Agent a duly
completed Withdrawal Certificate (as defined in the Escrow and Paying Agent
Agreements) together with a Notice of Replacement Withdrawal (as defined in the
Escrow and Paying Agent Agreements).


 


Each of the parties
hereto agrees, at the Company’s request, to enter into any amendments to this
Agreement, the Escrow and Paying Agent Agreements and any other Operative
Agreements as may be necessary or desirable to give effect to the replacement
of the Depositary with the Replacement Depositary and the replacement of the
Deposit Agreements with the Replacement Deposit Agreements.


 


Upon the execution and
delivery of the Replacement Deposit Agreements, the Replacement Depositary
shall be deemed to be the Depositary with all of the rights and obligations of
the Depositary hereunder and under the other Operative Agreements and the
Replacement Deposit Agreements shall be deemed to be the Deposit Agreements
hereunder and under the other Operative Agreements, except that the obligations
of the replaced Depositary under the last two sentences of Section 1.4(a)
of its Deposit Agreements shall remain in full force and effect notwithstanding
the execution and delivery of the Replacement Deposit Agreements.


 


(b)                                 WTC, in its individual capacity,
covenants with each of the other parties to this Agreement that it will,
immediately upon obtaining knowledge of any facts that would cast doubt upon
its continuing status as a “citizen of the United States” as defined in
Section 40102 of the Act and promptly upon public disclosure of
negotiations in respect of any transaction which would or might adversely
affect such status, notify in writing all parties hereto of all relevant
matters in connection therewith.  Upon
WTC giving any such notice, WTC shall, subject to Section 8.02 of any
Indenture then entered into, resign as Loan Trustee in respect of such
Indenture.


 


(c)                                  The Subordination Agent covenants with
each of the other parties hereto that it will not agree or consent to any
amendment or modification to any Liquidity Facility, the Policy Provider
Agreement or the JetBlue Provisions (as defined in the Intercreditor Agreement)
of the Intercreditor Agreement without the Company’s consent, if such amendment
or modification would materially adversely affect the interests of the Company.


 


(d)                                 The Escrow Agent covenants with each of
the other parties hereto that it will not agree or consent to any amendment or
modification to (i) any Deposit Agreement or Escrow and Paying Agent
Agreement without the Company’s consent if such amendment or modification would
adversely affect the interests of the Company or (ii) the Deposit
Agreement for the Class G-1Trust, Class G-2 Trust or the Escrow and
Paying Agent Agreement for the Class G-1 Trust or Class G-2 Trust
without the Policy Provider’s consent, if such amendment or modification would
adversely affect the interests of the Policy Provider.


 


10

















 


Section 5.                                          Notices.  Unless
otherwise expressly permitted by the terms hereof, all notices, requests,
demands, authorizations, directions, consents, waivers and other communications
required or permitted to be made, given, furnished or filed hereunder shall be
in writing (it being understood that the specification of a writing in certain
instances and not in others does not imply an intention that a writing is not
required as to the latter), shall refer specifically to this Agreement, and
shall be personally delivered, sent by facsimile or telecommunication
transmission (which in either case provides written confirmation to the sender
of its delivery), sent by registered mail or certified mail, return receipt
requested, postage prepaid, or sent by overnight courier service, in each case
to the respective address or facsimile number set forth for such party below
the signature of such party on the signature page of this Agreement, or to
such other address, facsimile or other number as each party hereto may
hereafter specify by notice to the other parties hereto.  Notice shall be given to the Policy Provider
at the address specified in the Intercreditor Agreement.  Each such notice, request, demand, authorization,
direction, consent, waiver or other communication shall be effective when
received or if made, given, furnished or filed by facsimile or
telecommunication transmission, when received unless received outside of
business hours, in which case on the next open of business on a Business day.


 


Section 6.                                          Expenses.  (a) The
Company agrees to pay to the Subordination Agent when due for application in
accordance with the Intercreditor Agreement an amount or amounts equal to the
fees payable to the Primary Liquidity Provider under Section 2.03 of each
Primary Liquidity Facility multiplied by a fraction the numerator of which
shall be the then outstanding aggregate amount of the Deposits under the
Deposit Agreements pertaining to the Class G-1 Trust and Class G-2
Trust and Class C Trust and the denominator of which shall be the sum of
(x) the then outstanding aggregate principal amount of the Series G-1
Equipment Notes, Series G-2 Equipment Notes and Series C Equipment
Notes issued under all of the Indentures and (y) the then outstanding
aggregate amount of the Deposits under the Deposit Agreements pertaining to the
Class G-1 Trust, Class G-2 Trust and the Class C Trust.


 


(a)                                  The Company agrees to pay to the
Subordination Agent when due for application in accordance with the
Intercreditor Agreement an amount or amounts equal to the fees payable to the
Policy Provider under Section 3.02 of the Policy Provider Agreement
multiplied by a fraction the numerator of which shall be the then outstanding
aggregate amount of the Deposits under the Deposit Agreement pertaining to the
Class G-1 Trust and Class G-2 Trust and the denominator of which
shall be the sum of (x) the then outstanding aggregate principal amount of
the Series G-1 Equipment Notes and Series G-2 Equipment Notes issued
under all of the Indentures and (y) the then outstanding aggregate amount
of the Deposits under the Deposit Agreement pertaining to the Class G-1
Trust and Class G-2 Trust.


 


(b)                                 So long as no Equipment Notes have been
issued in respect of any Aircraft, the Company agrees to pay (i) to the
Subordination Agent when due (A) the amount equal to interest on any
Downgrade Advance (other than any Applied Downgrade Advance) payable under
Section 3.07 of each Primary Liquidity Facility minus Investment Earnings
while such Downgrade Advance shall be outstanding, (B) the amount equal to
interest on any Non-Extension Advance (other than any Applied Non-Extension
Advance) payable under Section 3.07 of each Primary Liquidity Facility
minus Investment Earnings while such Non-Extension Advance shall be outstanding
and (C) any other amounts owed to the Primary


 


11

















 


Liquidity Provider
by the Subordination Agent as borrower under each Primary Liquidity Facility
(other than (x) amounts due as payment of advances thereunder or as
interest on such advances, except to the extent payable pursuant to
clause (A) or (B) and (y) fees payable under
Section 6(a) above), (ii) all compensation and reimbursement of
expenses, disbursements and advances payable by the Company under the Pass
Through Trust Agreements, (iii) all compensation and reimbursement of
expenses and disbursements payable to the Subordination Agent under the
Intercreditor Agreement (as may be modified by any separate letter agreement)
except with respect to any Unindemnified Taxes incurred by the Subordination
Agent in connection with the transactions contemplated by the Intercreditor
Agreement, (iv) all compensation and reimbursement of expenses and disbursements
payable to the Policy Provider under the Policy Provider Agreement (except for
fees payable under Section 6(b) above), and (v) in the event the
Company requests an amendment to any Operative Agreement, all reasonable fees
and expenses (including, without limitation, fees and disbursements of counsel)
of the Escrow Agent, the Paying Agent or the Policy Provider in connection
therewith.  For purposes of this
Section 6(b), the terms Applied Downgrade Advance”, “Applied Non-Extension
Advance”, “Downgrade Advance”, “Investment Earnings” and “Non-Extension
Advance” shall have the meanings specified in each Primary Liquidity Facility.


 


Section 7.                                          Further Assurances. 
Each party hereto shall duly execute, acknowledge and deliver, or shall
cause to be executed, acknowledged and delivered, all such further agreements,
instruments, certificates or documents, and shall do and cause to be done such
further acts and things, in any case, as any other party hereto shall
reasonably request in connection with its administration of, or to carry out
more effectually the purposes of, or to better assure and confirm unto it the
rights and benefits to be provided under, this Agreement.


 


Section 8.                                          Miscellaneous. 
(a) Provided that the transactions contemplated hereby have been
consummated, and except as otherwise provided for herein, the representations,
warranties and agreements herein of the Company, the Subordination Agent, the
Escrow Agent, the Paying Agent and the Pass Through Trustee, and the Company’s,
the Subordination Agent’s, the Escrow Agent’s, the Paying Agent’s and the Pass
Through Trustee’s obligations under any and all thereof, shall survive the
expiration or other termination of this Agreement and the other agreements
referred to herein.


 


(b)                                 This Agreement may be executed in any
number of counterparts (and each of the parties hereto shall not be required to
execute the same counterpart).  Each
counterpart of this Agreement, including a signature page executed by each
of the parties hereto, shall be an original counterpart of this Agreement, but
all of such counterparts together shall constitute one instrument.  Neither this Agreement nor any of the terms
hereof may be terminated, amended, supplemented, waived or modified orally, but
only by an instrument in writing signed by the party against which the
enforcement of the termination, amendment, supplement, waiver or modification
is sought.  The index preceding this
Agreement and the headings of the various Sections of this Agreement are
for convenience of reference only and shall not modify, define, expand or limit
any of the terms or provisions hereof. 
The terms of this Agreement shall be binding upon, and shall inure to
the benefit of, the Company and its successors and permitted assigns, the Pass
Through Trustee and its successors as Pass Through Trustee (and any additional
trustee appointed) under any of the Pass Through Trust Agreements, the Escrow
Agent and its successors as Escrow Agent under the Escrow and Paying Agent
Agreements, the Paying Agent


 


12

















 


and
its successors as Paying Agent under the Escrow and Paying Agent Agreement, the
Policy Provider and its successors as Policy Provider under the Intercreditor
Agreement and the Subordination Agent and its successors as Subordination Agent
under the Intercreditor Agreement.


 


(c)                                  This Agreement is not intended to, and
shall not, provide any person not a party hereto (other than the Underwriters,
the Policy Provider and each of the beneficiaries of Section 6 hereof) with
any rights of any nature whatsoever against any of the parties hereto, and no
person not a party hereto (other than the Underwriters, the Policy Provider and
each of the beneficiaries of Section 6 hereof) shall have any right, power
or privilege in respect of, or have any benefit or interest arising out of,
this Agreement.  To the extent that this
Agreement expressly confers upon, gives or grants any right, power, privilege,
benefit, interest, remedy or claim to any of the beneficiaries of
Section 6 hereof (including, but not limited to rights, powers,
privileges, benefits, interests, remedies and claims under Section 6) each
such party is hereby recognized as a third party beneficiary hereunder and may
enforce any such right, power, privilege, benefit, interest, remedy or claim.


 


Section 9.                                          Governing Law. 
THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH,
THE LAW OF THE STATE OF NEW YORK.  THIS
AGREEMENT IS BEING DELIVERED IN THE STATE OF NEW YORK.


 


13

















 


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


 


	
   

  	
  JETBLUE AIRWAYS CORPORATION   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ John Harvey

  
	
   

  	
  Title: VP Corporate Finance & Treasurer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Address:

  	
  118-29 Queens Blvd.

  Forest Hills, NY 11375 

  
	
   

  	
   

  	
  Attention:

  	
  Vice President – Corporate Finance

  
	
   

  	
   

  	
  Facsimile:

  	
  718-709-3630

  
	
   

  	
   

  
	
   

  	
  with a copy to:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
  118-29 Queens Blvd.

  Forest Hills, NY 11375

  Attention:  General Counsel

  Facsimile:  718-709-3630

  
	
   

  	
   

  
	
   

  	
  WILMINGTON TRUST COMPANY,

  not in its individual capacity, except as

  otherwise provided herein, but solely as Pass

  Through Trustee

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Janel R. Havrilla

  
	
   

  	
  Name: Janel R. Havrilla

  
	
   

  	
  Title:  Financial Services
  Officer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Address:

  	
  Rodney Square North

  1100 North Market Street

  Wilmington, Delaware 19890-0001

  
	
   

  	
   

  	
  Attention:

  	
  Corporate Trust Administration

  
	
   

  	
   

  	
  Facsimile:

  	
  (302) 636-4140

  
					



 


14

















 


	
   

  	
  WILMINGTON TRUST COMPANY,

  not in its individual capacity, except as

  otherwise provided herein, but solely as

  Subordination Agent

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Janel R. Havrilla

  
	
   

  	
  Name: Janel R. Havrilla

  
	
   

  	
  Title:   Financial Services
  Officer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Address:

  	
  Rodney Square North

  1100 North Market Street

  Wilmington, Delaware  19890-0001

  Attention:Corporate Trust 
  Administration

  Facsimile:(302) 636-4140

  
	
   

  	
   

  	
   

  
	
   

  	
  WILMINGTON TRUST COMPANY,

  as Escrow Agent

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Janel R. Havrilla

  
	
   

  	
  Name: Janel R. Havrilla

  
	
   

  	
  Title:   Financial Services
  Officer

  
	
   

  	
   

  
	
   

  	
  Address: 

  	
  Rodney Square North

  1100 North Market Street

  Wilmington, Delaware  19890-0001

  
	
   

  	
   

  	
  Attention:

  	
  Corporate Trust Administration 

  
	
   

  	
   

  	
  Facsimile:

  	
  (302) 636-4140

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  WILMINGTON TRUST COMPANY,

  as Paying Agent 

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Janel R. Havrilla

  
	
   

  	
  Name:  Janel R. Havrilla

  
	
   

  	
  Title:    Financial Services
  Officer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Address: 

  	
  Rodney Square North

  1100 North Market Street

  Wilmington, Delaware  19890-0001

  
	
   

  	
   

  	
  Attention: 

  	
  Corporate Trust Administration

  
	
   

  	
   

  	
  Facsimile:

  	
  (302) 636-4140

  
					



 


15

















 


SCHEDULE I TO

NOTE PURCHASE AGREEMENT


 


AIRCRAFT AND SCHEDULED DELIVERY
MONTHS


 


	
  Aircraft Type

  	
   

  	
  Expected

  Registration

  Number

  	
   

  	
  Expected

  Manufacturer’s

  Serial Number

  	
   

  	
  Scheduled

  Delivery Month

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Airbus A320-232

  	
   

  	
  N586JB

  	
   

  	
  2160

  	
   

  	
  February 2004

  
	
  Airbus A320-232

  	
   

  	
  N587JB

  	
   

  	
  2177

  	
   

  	
  March 2004

  
	
  Airbus A320-232

  	
   

  	
  N588JB

  	
   

  	
  2201

  	
   

  	
  May 2004

  
	
  Airbus A320-232

  	
   

  	
  N589JB

  	
   

  	
  2215

  	
   

  	
  June 2004

  
	
  Airbus A320-232

  	
   

  	
  N590JB

  	
   

  	
  2231

  	
   

  	
  July 2004

  
	
  Airbus A320-232

  	
   

  	
  N591JB

  	
   

  	
  2246

  	
   

  	
  August 2004

  
	
  Airbus A320-232

  	
   

  	
  N592JB

  	
   

  	
  2259

  	
   

  	
  September 2004

  
	
  Airbus A320-232

  	
   

  	
  N593JB

  	
   

  	
  2280

  	
   

  	
  October 2004

  
	
  Airbus A320-232

  	
   

  	
  N594JB

  	
   

  	
  2284

  	
   

  	
  October 2004

  
	
  Airbus A320-232

  	
   

  	
  N595JB

  	
   

  	
  2286

  	
   

  	
  October 2004

  
	
  Airbus A320-232

  	
   

  	
  N597JB

  	
   

  	
  2301

  	
   

  	
  November 2004

  
	
  Airbus A320-232

  	
   

  	
  N598JB

  	
   

  	
  TBD

  	
   

  	
  November 2004

  
	
  Airbus A320-232

  	
   

  	
  N599JB

  	
   

  	
  TBD

  	
   

  	
  December 2004

  



 


1

















 


SCHEDULE II TO

NOTE PURCHASE AGREEMENT


 


PASS THROUGH TRUST AGREEMENTS


 


Pass Through Trust Agreement dated as of the Issuance Date between the
Company and the Pass Through Trustee in respect of JetBlue Airways Pass Through
Trust, Series 2004-1G-1-O.


 


Pass Through Trust Agreement dated as of the Issuance Date between the
Company and the Pass Through Trustee in respect of JetBlue Airways Pass Through
Trust, Series 2004-1G-2-O.


 


Pass Through Trust Agreement dated as of the Issuance Date between the
Company and the Pass Through Trustee in respect of JetBlue Airways Pass Through
Trust, Series 2004-1C-O.


 


1

















 


SCHEDULE III

TO NOTE PURCHASE AGREEMENT


 


DEPOSIT AGREEMENTS


 


Deposit Agreement (Class G-1) dated as of the Issuance Date
between the Depositary and the Escrow Agent.


 


Deposit Agreement (Class G-2) dated as of the Issuance Date
between the Depositary and the Escrow Agent.


 


Deposit Agreement (Class C) dated as of the Issuance Date between
the Depositary and the Escrow Agent.


 


1

















 


SCHEDULE IV TO

NOTE PURCHASE AGREEMENT


 


ESCROW AND PAYING AGENT
AGREEMENTS


 


Escrow and Paying Agent Agreement (Class G-1) dated as of the
Issuance Date among the Escrow Agent, the Underwriters, the Pass Through
Trustee and the Paying Agent.


 


Escrow and Paying Agent Agreement (Class G-2) dated as of the
Issuance Date among the Escrow Agent, the Underwriters, the Pass Through
Trustee and the Paying Agent.


 


Escrow and Paying Agent Agreement (Class C) dated as of the
Issuance Date among the Escrow Agent, the Underwriters, the Pass Through
Trustee and the Paying Agent.


 


1

















 


SCHEDULE V

TO NOTE PURCHASE AGREEMENT


 


AGGREGATE AMORTIZATION SCHEDULE


 


	
  Date

  	
   

  	
  2004-1G-1
  Trust

  Scheduled Principal

  Payment

  	
   

  	
  2004-1G-2
  Trust

  Scheduled Principal

  Payment

  	
   

  	
  2004-1C
  Trust

  Scheduled Principal

  Payment

  	
   

  
	
  03/15/2005

  	
   

  	
  $

  	
  1,397,403.70

  	
   

  	
  $

  	
  0.00

  	
   

  	
  $

  	
  3,980,783.96

  	
   

  
	
  06/15/2005

  	
   

  	
  2,115,861.40

  	
   

  	
  0.00

  	
   

  	
  6,027,454.06

  	
   

  
	
  09/15/2005

  	
   

  	
  3,555,633.89

  	
   

  	
  0.00

  	
   

  	
  10,128,933.71

  	
   

  
	
  12/15/2005

  	
   

  	
  2,143,196.26

  	
   

  	
  0.00

  	
   

  	
  6,105,322.86

  	
   

  
	
  03/15/2006

  	
   

  	
  1,397,403.79

  	
   

  	
  0.00

  	
   

  	
  3,980,783.96

  	
   

  
	
  06/15/2006

  	
   

  	
  2,115,861.40

  	
   

  	
  0.00

  	
   

  	
  6,027,454.06

  	
   

  
	
  09/15/2006

  	
   

  	
  3,555,633.89

  	
   

  	
  0.00

  	
   

  	
  10,128,933.71

  	
   

  
	
  12/15/2006

  	
   

  	
  2,143,196.26

  	
   

  	
  0.00

  	
   

  	
  6,105,322.86

  	
   

  
	
  03/15/2007

  	
   

  	
  1,397,403.79

  	
   

  	
  0.00

  	
   

  	
  3,980,783.96

  	
   

  
	
  06/15/2007

  	
   

  	
  2,115,861.40

  	
   

  	
  0.00

  	
   

  	
  6,027,454.06

  	
   

  
	
  09/15/2007

  	
   

  	
  3,555,633.89

  	
   

  	
  0.00

  	
   

  	
  10,128,933.71

  	
   

  
	
  12/15/2007

  	
   

  	
  2,143,196.26

  	
   

  	
  0.00

  	
   

  	
  6,105,322.86

  	
   

  
	
  03/15/2008

  	
   

  	
  2,941,610.77

  	
   

  	
  0.00

  	
   

  	
  45,276,516.23

  	
   

  
	
  06/15/2008

  	
   

  	
  2,104,107.00

  	
   

  	
  0.00

  	
   

  	
  0.00

  	
   

  
	
  09/15/2008

  	
   

  	
  3,535,881.00

  	
   

  	
  0.00

  	
   

  	
  0.00

  	
   

  
	
  12/15/2008

  	
   

  	
  2,131,290.00

  	
   

  	
  0.00

  	
   

  	
  0.00

  	
   

  
	
  03/15/2009

  	
   

  	
  6,630,056.08

  	
   

  	
  0.00

  	
   

  	
  0.00

  	
   

  
	
  06/15/2009

  	
   

  	
  2,062,850.00

  	
   

  	
  0.00

  	
   

  	
  0.00

  	
   

  
	
  09/15/2009

  	
   

  	
  3,466,550.00

  	
   

  	
  0.00

  	
   

  	
  0.00

  	
   

  
	
  12/15/2009

  	
   

  	
  2,089,500.00

  	
   

  	
  0.00

  	
   

  	
  0.00

  	
   

  
	
  03/15/2010

  	
   

  	
  6,423,182.37

  	
   

  	
  0.00

  	
   

  	
  0.00

  	
   

  
	
  06/15/2010

  	
   

  	
  2,021,593.00

  	
   

  	
  0.00

  	
   

  	
  0.00

  	
   

  
	
  09/15/2010

  	
   

  	
  3,397,219.00

  	
   

  	
  0.00

  	
   

  	
  0.00

  	
   

  
	
  12/15/2010

  	
   

  	
  2,047,710.00

  	
   

  	
  0.00

  	
   

  	
  0.00

  	
   

  
	
  03/15/2011

  	
   

  	
  6,216,308.66

  	
   

  	
  0.00

  	
   

  	
  0.00

  	
   

  
	
  06/15/2011

  	
   

  	
  1,980,336.00

  	
   

  	
  0.00

  	
   

  	
  0.00

  	
   

  
	
  09/15/2011

  	
   

  	
  3,327,888.00

  	
   

  	
  0.00

  	
   

  	
  0.00

  	
   

  
	
  12/15/2011

  	
   

  	
  2,005,920.00

  	
   

  	
  0.00

  	
   

  	
  0.00

  	
   

  
	
  03/15/2012

  	
   

  	
  6,009,434.94

  	
   

  	
  0.00

  	
   

  	
  0.00

  	
   

  
	
  06/15/2012

  	
   

  	
  1,939,079.00

  	
   

  	
  0.00

  	
   

  	
  0.00

  	
   

  
	
  09/15/2012

  	
   

  	
  3,258,557.00

  	
   

  	
  0.00

  	
   

  	
  0.00

  	
   

  
	
  12/15/2012

  	
   

  	
  1,964,130.00

  	
   

  	
  0.00

  	
   

  	
  0.00

  	
   

  
	
  03/15/2013

  	
   

  	
  10,324,473.16

  	
   

  	
  0.00

  	
   

  	
  0.00

  	
   

  
	
  06/15/2013

  	
   

  	
  1,856,565.00

  	
   

  	
  0.00

  	
   

  	
  0.00

  	
   

  
	
  09/15/2013

  	
   

  	
  3,119,895.00

  	
   

  	
  0.00

  	
   

  	
  0.00

  	
   

  
	
  12/15/2013

  	
   

  	
  10,619,578.09

  	
   

  	
  0.00

  	
   

  	
  0.00

  	
   

  
	
  03/15/2014

  	
   

  	
  $

  	
  0.00

  	
   

  	
  $

  	
  187,890,000.00

  	
   

  	
  $

  	
  0.00

  	
   

  



 


1

















 


ANNEX A TO

NOTE PURCHASE AGREEMENT


 


DEFINITIONS


 


“Above-Cap Liquidity Agreements” has the
meaning set forth in the recitals to the Note Purchase Agreement.


 


“Above-Cap Liquidity Provider” has the
meaning set forth in the recitals to the Note Purchase Agreement.


 


“Act” means 49 U.S.C.
§§ 40101-46507.


 


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


 


“Aircraft” has the meaning set forth in
the second recital to the Note Purchase Agreement.


 


“Aircraft Purchase Agreement” means the
AVSA A320 Purchase Agreement, dated as of April 20, 1999 between the
Company and AVSA S.A.R.L. (including all exhibits thereto, together with all
letter agreements entered into that by their terms constitute part of any such
Purchase Agreement).


 


“Assumed Amortization Schedule” means
Schedule V to the Note Purchase Agreement.


 


“Bankruptcy Code” means the United
States Bankruptcy Code, 11 U.S.C. 
§§ 101 et seq.


 


“Business Day” means any day, other than
a Saturday, Sunday or other day on which commercial banks are authorized or
required by law to close in New York, New York, Darien, Connecticut or
Wilmington, Delaware.


 


“Certificate” has the meaning set forth
in the third recital to the Note Purchase Agreement.


 


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


 


“Class” means the class of Certificates
issued by each Pass Through Trust.


 


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


 


1

















 


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


 


“Class G-1 Certificates” has the meaning
specified in the Intercreditor Agreement.


 


“Class G-1 Trust” has the meaning
specified in the Intercreditor Agreement.


 


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


 


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


 


“Company” means JetBlue Airways
Corporation, a Delaware corporation.


 


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


 


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


 


“Delivery Date” means the Business Day
on which an Aircraft is delivered to and accepted by the Company.


 


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


 


“Deposit” has the meaning set forth in
the fifth recital to the Note Purchase Agreement.


 


“Deposit Agreement” shall mean the
initial Deposit Agreements set forth on Schedule III hereto and, from and
after the transfer of the Deposits to a Replacement Depositary, shall refer to
the corresponding Replacement Deposit Agreements between the Escrow Agent and
the Replacement Depositary.


 


“Depositary” means HSH Nordbank AG, New
York Branch, a New York State licensed branch office of Landesbank organized
under the laws of Germany, and, from and after the transfer of the Deposits to
a Replacement Depositary, shall mean such Replacement Depositary.


 


“Deposit Break Amount” means, as of any
date of distribution of remaining Deposits relating to the Class G-1
Trust, Class G-2 Trust or Class C Trust (the “Applicable Date”), an amount determined by
the Class G-1 Trustee, Class G-2 Trustee or Class C Trustee, as
applicable, on the date that is two LIBOR Business Days prior to the Applicable
Date pursuant to the formula set forth below.


 


2

















 


The
Deposit Break Amount will be calculated as follows:


 


Deposit
Break Amount = Z-Y


 


Where:


 


X
=                             with respect to
any applicable interest period, the sum of (i) the amount of such
remaining Deposits as of the Applicable Date plus (ii) interest payable
thereon during such entire interest period at then effective Three-Month LIBOR.


 


Y
=                              X, discounted
to present value from the last day of the then applicable interest period to
the Applicable Date, using then effective Three-Month LIBOR as the discount
rate.


 


Z
=                              X, discounted
to present value from the last day of the then applicable interest period to
the Applicable Date, using a rate equal to the applicable London interbank
offered rate for a period commencing on the Applicable Date and ending on the
last day of the then applicable interest period, determined by the relevant
Trustee as of two LIBOR Business Days prior to the Applicable Date as the
discount rate.


 


No Deposit Break Amount will be payable (x) if the Deposit Break
Amount, as calculated pursuant to the formula set forth above, is equal to or
less than zero or (y) on or in respect of any Applicable Date that is a
Regular Distribution Date.


 


“Equipment Notes” means and includes any
equipment notes issued under any Indenture in the form specified in
Section 2.01 thereof (as such form may be varied pursuant to the terms of
such Indenture) and any Equipment Note issued under any Indenture in exchange
for or replacement of any other Equipment Note.


 


“Escrow Agent” has the meaning set forth
in the first paragraph of the Note Purchase Agreement.


 


“Escrow and Paying Agent Agreement” has
the meaning set forth in the fifth recital to the Note Purchase Agreement.


 


“FAA” means the Federal Aviation
Administration of the United States.


 


“Final Withdrawal” with respect to each
Escrow and Paying Agent Agreement, has the meaning set forth in Section 1.02
thereof.


 


“Financing Agreements” means,
collectively, the Participation Agreement, the Indenture and the Equipment
Notes issued thereunder.


 


“Funding Date” has the meaning set forth
in Section 1(b) hereof.


 


“Funding Notice” has the meaning set
forth in Section 1(b) hereof.


 


3

















 


“Government Entity” means (a) any
federal, state, provincial or similar government, and any body, board,
department, commission, court, tribunal, authority, agency or other instrumentality
of any such government or otherwise exercising any executive, legislative,
judicial, administrative or regulatory functions of such government or
(b) any other government entity having jurisdiction over any matter
contemplated by the Operative Agreements or relating to the observance or
performance of the obligations of any of the parties to the Operative
Agreements.


 


“Indenture” means a Trust Indenture and
Mortgage substantially in the form of Exhibit B-2 to the Note Purchase
Agreement.


 


“Intercreditor Agreement” has the
meaning set forth in the ninth recital to the Note Purchase Agreement.


 


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


 


“Law” means (a) any constitution,
treaty, statute, law, decree, regulation, order, rule or directive of any
Government Entity, and (b) any judicial or administrative interpretation
or application of, or decision under, any of the foregoing.


 


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


 


“Liquidity Facility” has the meaning set
forth in the Intercreditor Agreement.


 


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


 


“Loan Trustee” means the “Mortgagee” as
defined in the Financing Agreements.


 


“Manufacturer” means Airbus SNC, solely
in its capacity as manufacturer or seller of Aircraft.


 


“Material Adverse Change” means, with
respect to any Person, any event, condition or circumstance that materially and
adversely affects such Person’s business or consolidated financial condition or
its ability to observe or perform its obligations, liabilities and agreements
under the Operative Agreements.


 


“Note Holder” means at any time each
registered holder of one or more Equipment Notes.


 


“Note Purchase Agreement” means the Note
Purchase Agreement to which this Annex A is attached.


 


“Notice of Purchase Withdrawal” with
respect to each Deposit Agreement, has the meaning set forth in
Section 2.3 thereof.


 


4

















 


“Operative Agreements” means,
collectively, the Pass Through Trust Agreements, the Escrow and Paying Agent
Agreements, the Deposit Agreements, the Liquidity Facilities, the Policy
Provider Agreement, the Policy, the Intercreditor Agreement, the Equipment
Notes, the Certificates and the Financing Agreements.


 


“Participation Agreement” means a
Participation Agreement substantially in the form of Exhibit B-1 to the
Note Purchase Agreement.


 


“Pass Through Trust” has the meaning set
forth in the third recital to the Note Purchase Agreement.


 


“Pass Through Trust Agreement” has the
meaning set forth in the third recital to the Note Purchase Agreement.


 


“Pass Through Trustee” has the meaning
set forth in the first paragraph of the Note Purchase Agreement.


 


“Paying Agent” has the meaning set forth
in the first paragraph of the Note Purchase Agreement.


 


“Person” means any individual, firm,
partnership, joint venture, trust, trustee, Government Entity, organization,
association, corporation, limited liability company, government agency,
committee, department, authority and other body, corporate or incorporate,
whether having distinct legal status or not, or any member of any of the same.


 


“Policy” has the meaning set forth in
the tenth recital to the Note Purchase Agreement.


 


“Policy Provider” has the meaning set
forth in the tenth recital to the Note Purchase Agreement.


 


“Policy Provider Agreement” has the
meaning set forth in the tenth recital to the Note Purchase Agreement.


 


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


 


“Primary Liquidity Facility” has the
meaning set forth in the recitals to the Note Purchase Agreement.


 


“Primary Liquidity Provider” has the
meaning set forth in the recitals to the Note Purchase Agreement.


 


“Rating Agencies” means, collectively,
at any time, each nationally recognized rating agency which shall have been
requested to rate the Certificates and which shall then be rating the
Certificates.  The initial Rating
Agencies will be Moody’s Investors Service, Inc. and Standard & Poor’s
Rating Services, a division of The McGraw-Hill Companies Inc.


 


5

















 


“Rating Agency Confirmation” means, with
respect to any action proposed to be taken, a written confirmation from each of
the Rating Agencies that such action would not result in (i) a reduction
of the rating for any Class of Certificates below the then current rating for
such Class of Certificates (without regard to the Policy) or (ii) a
withdrawal or suspension of the rating of any Class of Certificates.


 


“Register” means the register maintained
pursuant to Sections 3.04 and 7.12 of each Pass Through Trust Agreement.


 


“Regular Distribution Dates” shall mean
March 15, June 15, September 15 and December 15 of each
year, commencing June 15, 2004.


 


“Replacement Deposit Agreement” means,
for each Class of Certificates, a deposit agreement substantially in the form
of the replaced Deposit Agreement for such Class of Certificates as shall
permit the Rating Agencies to confirm in writing their respective ratings then
in effect for such Class of Certificates (before the downgrading of such
ratings, if any, as a result of the downgrading of the Depositary and without
regard to the Policy).


 


“Replacement Depositary” has the meaning
set forth in Section 4(a)(v) of the Note Purchase Agreement.


 


“Scheduled Financing Date” has the
meaning set forth in Section 1(b) hereof.


 


“Section 1110” means 11 U.S.C.  § 1110 of the Bankruptcy Code or any
successor or analogous Section of the federal bankruptcy Law in effect
from time to time.


 


“Series C Equipment Notes” means
Equipment Notes issued under an Indenture and designated as “Series C”
thereunder.


 


“Series G-1 Equipment Notes” means
Equipment Notes issued under an Indenture and designated as “Series G-1”
thereunder.


 


“Series G-2 Equipment Notes” means
Equipment Notes issued under an Indenture and designated as “Series G-2”
thereunder.


 


“Special Indenture Event of Default”
means an “Event of Default” as defined in any Indenture resulting from the
failure of the Company to make any scheduled payments on any Equipment Note.


 


“Subordination Agent” has the meaning
set forth in the first paragraph of the Note Purchase Agreement.


 


“Substitute Aircraft” has the meaning
set forth in Section 1(e) of the Note Purchase Agreement.


 


“Taxes” means all license, recording,
documentary, registration and other similar fees and all taxes, levies,
imposts, duties, charges, assessments or withholdings of any nature


 


6

















 


whatsoever imposed
by any Taxing Authority, together with any penalties, additions to tax, fines
or interest thereon or additions thereto.


 


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


 


“Three-Month LIBOR” has the meaning
assigned to such term in the Indenture.


 


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


 


“Underwriters” has the meaning set forth
in the fourth recital to the Note Purchase Agreement.


 


“Unindemnified Taxes” has the meaning
assigned to such term in the Intercreditor Agreement.


 


“WTC” has the meaning set forth in the
first paragraph of the Note Purchase Agreement.


 


7

















 


EXHIBIT A TO

NOTE PURCHASE AGREEMENT


 


FORM OF FUNDING NOTICE


 


Dated
as of
               ,
    


 


To each of the addressees
listed
  in Schedule A hereto


 


Re:                               Delivery Notice in accordance with Note
Purchase 

Agreement referred to below


 


Gentlemen:


 


Reference is made to the
Note Purchase Agreement dated as of March 24, 2004 among JetBlue Airways
Corporation (the “Company”),
Wilmington Trust Company, as Pass Through Trustee under each of the Pass
Through Trust Agreements (as defined therein) (the “Pass Through Trustee”), Wilmington Trust Company, as
Subordination Agent (the “Subordination Agent”),
Wilmington Trust Company, as Escrow Agent (the “Escrow Agent”) and Wilmington Trust Company, as Paying Agent
(the “Paying Agent”) (as in effect
from time to time, the “Note Purchase
Agreement”).  Unless
otherwise defined herein, capitalized terms used herein shall have the meanings
set forth in the Note Purchase Agreement or, to the extent not defined therein,
the Intercreditor Agreement.


 


Pursuant to
Section 1(b) of the Note Purchase Agreement, the undersigned hereby
notifies you, in respect of the Airbus A320-232 aircraft with
manufacturer’s serial
number          (the “Aircraft”), of the following:


 


(1)                                  The Scheduled Financing Date of the
Aircraft is
                   ,
       ; and


 


(2)                                  The aggregate amount of each series of Equipment
Notes to be issued, and purchased by the respective Pass Through Trustees, on
the Scheduled Financing Date, in connection with the financing of such Aircraft
is as follows:


 


(a)                                  the Class G-1 Trustee
shall purchase Series G-1 Equipment Notes in the amount of
$         ;


 


(b)                                 the Class G-2 Trustee
shall purchase Series G-2 Equipment Notes in the amount of
$         ; and


 


(c)                                  the Class C Trustee
shall purchase Series C Equipment Notes in the amount of
$         .


 


[The Company hereby
instructs the Class G-1 Trustee to (i) execute a Withdrawal
Certificate in the form of Annex A hereto dated
           ,
      [a date which is no later than one Business Day prior
to the Scheduled Financing Date] and attach thereto a Notice of


 


1

















 


Purchase
Withdrawal dated such date completed as set forth on Exhibit A hereto and
(ii) deliver such Withdrawal Certificate and Notice of Purchase Withdrawal
to the applicable Escrow Agent.


 


The Company hereby
instructs the Class G-2 Trustee to (i) execute a Withdrawal
Certificate in the form of Annex A hereto dated
           ,
      [a date which is no later than one Business Day
prior to the Scheduled Financing Date] and attach thereto a Notice of Purchase
Withdrawal dated such date completed as set forth on Exhibit B hereto and
(ii) deliver such Withdrawal Certificate and Notice of Purchase Withdrawal
to the applicable Escrow Agent.


 


The Company hereby
instructs the Class C Trustee to (i) execute a Withdrawal Certificate
in the form of Annex A hereto dated
           ,
      [a date which is no later than one Business Day
prior to the Scheduled Financing Date] and attach thereto a Notice of Purchase
Withdrawal dated such date completed as set forth on Exhibit C hereto and
(ii) deliver such Withdrawal Certificate and Notice of Purchase Withdrawal
to the applicable Escrow Agent.


 


The Company hereby
instructs each Pass Through Trustee to (i) purchase Equipment Notes of a
series and in an amount set forth opposite such Pass Through Trustee in
clause (2) above with a portion of the proceeds of the withdrawals of
Deposits referred to in the applicable Notice of Purchase Withdrawal referred
to above and (ii) re-deposit with the Depositary the excess, if any, of
the amount so withdrawn over the purchase price of such Equipment
Notes.](1)


 


The Company hereby
instructs each Pass Through Trustee to (a) enter into the Participation
Agreement dated as of
           ,
      among the Company, as Owner, the Subordination
Agent, the Pass Through Trustee, Wilmington Trust Company, as Mortgagee,
(b) perform its obligations thereunder and (c) deliver such
certificates, documents and legal opinions relating to such Pass Through
Trustee as required thereby.


 


	
  Yours faithfully,

  
	
   

  
	
  JetBlue Airways Corporation

  
	
   

  
	
   

  
	
  By:

  	
   

  	
   

  
	
  Name:

  
	
  Title:

  



 












(1) Insert for Aircraft
closings after the Issuance Date.


 


2

















 


SCHEDULE A


 


Wilmington
Trust Company, as


  Pass Through Trustee, Subordination


  Agent, Escrow Agent and Paying Agent


Rodney
Square North


1100
North Market Street


Wilmington,
Delaware 19890-0001


Attention:  Corporate Trust Administration


Facsimile: (302) 636-4140


 


Standard &
Poor’s Ratings Services


55
Water Street, 35th Floor


New
York, New York 10041


Attention:  Betsy R. Snyder


Facsimile: (212) 438-7811


 


Moody’s
Investors Service, Inc.


99
Church Street


New
York, New York 10007


Attention:  Richard Bittenbender


Facsimile: (212) 553-4661


 


MBIA Insurance Corporation


113 King Street


Armonk, New York  10504


Attention: Insured Portfolio Management, Structural Finance


Facsimile: (914) 765-3163


 


HSH Nordbank AG, New York Branch


590 Madison Ave.


New York, New York 10022-2540


Attention: 
Transportation-Americas


Facsimile: (212) 407-6033


 


3

















 


ANNEX A TO EXHIBIT A


 


WITHDRAWAL CERTIFICATE


 


(Class
  )(2)


 


WILMINGTON TRUST COMPANY,

as Escrow Agent


 


Dear
Sirs:


 


Reference is made to the
Escrow and Paying Agent Agreement, dated as of
[               ],
2004 (the “Agreement”).  We hereby certify to you that the conditions
to the obligations of the undersigned to execute a Participation Agreement
pursuant to the Note Purchase Agreement have been satisfied.  Pursuant to Section 1.02(c) of the Agreement,
please execute the attached Notice of Withdrawal and immediately transmit by
facsimile to the Depositary, at 212-407-6033, Attention:  Transportation - Americas.


 


	
   

  	
  Very truly yours,

  
	
   

  	
   

  
	
   

  	
  WILMINGTON TRUST COMPANY, not

  in its individual capacity by solely as Pass

  Through Trustee

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
  Dated:              ,
  200 

  	
   

  	
   

  
				



 


 












(2) Insert letter of
appropriate class of Certificates.


 


1

















 


ANNEX A TO FUNDING NOTICE


 


NOTICE OF PURCHASE WITHDRAWAL


 


HSH
Nordbank AG, New York Branch


590
Madison Avenue


New
York, NY  10022-2540


Attention:  Transportation - Americas


Telecopier:  212-407-6033


 


Gentlemen:


 


Reference is made to the
Deposit Agreement (Class G-1) dated as of March 24, 2004 (the “Deposit Agreement”) between Wilmington
Trust Company, as Escrow Agent, and HSH Nordbank AG, New York Branch, as
Depositary (the “Depositary”).


 


In accordance with
Section 1.5(a) of the Deposit Agreement, the undersigned hereby requests
the withdrawal of the entire amount of the Deposit,
$         , Account
No.               .


 


The undersigned hereby
directs the Depositary to pay the proceeds of the Deposit to
[           , Account
No.           ,
Reference: 
             ]
on
              ,
200 , upon the telephonic request of a representative of Wilmington Trust
Company, the Pass Through Trustee.


 


	
   

  	
  WILMINGTON TRUST COMPANY, as

  Escrow Agent

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
  Dated:
             , 200 

  	
   

  	
   

  
				



 


2

















 


EXHIBIT B


 


NOTICE OF PURCHASE WITHDRAWAL


 


HSH
Nordbank AG, New York Branch


590
Madison Avenue


New
York, NY  10022-2540


Attention:  Transportation - Americas


Telecopier:  212-407-6033


 


Gentlemen:


 


Reference is made to the
Deposit Agreement (Class G-2) dated as of March 24, 2004 (the “Deposit Agreement”) between Wilmington
Trust Company, as Escrow Agent, and HSH Nordbank AG, New York Branch, as
Depositary (the “Depositary”).


 


In accordance with
Section 1.5(a) of the Deposit Agreement, the undersigned hereby requests
the withdrawal of the entire amount of the Deposit,
$         , Account
No.               .


 


The undersigned hereby
directs the Depositary to pay the proceeds of the Deposit to
[           , Account
No.           ,
Reference: 
             ]
on
              ,
200 , upon the telephonic request of a representative of Wilmington Trust
Company, the Pass Through Trustee.


 


 


	
   

  	
  WILMINGTON TRUST COMPANY, as

  Escrow Agent

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
  Dated:
             , 200 

  	
   

  	
   

  
				



 


1

















 


EXHIBIT C


 


NOTICE OF PURCHASE WITHDRAWAL


 


HSH
Nordbank AG, New York Branch


590
Madison Avenue


New
York, NY  10022-2540


Attention:  Transportation - Americas


Telecopier:  212-407-6033


 


Gentlemen:


 


Reference is made to the
Deposit Agreement (Class C) dated as of March 24, 2004 (the “Deposit Agreement”) between Wilmington
Trust Company, as Escrow Agent, and HSH Nordbank AG, New York Branch, as
Depositary (the “Depositary”).


 


In accordance with
Section 1.5(a) of the Deposit Agreement, the undersigned hereby requests
the withdrawal of the entire amount of the Deposit,
$       , Account
No.           .


 


The undersigned hereby
directs the Depositary to pay the proceeds of the Deposit to
[          , Account
No.        , Reference: 
          ] on
            ,
200 , upon the telephonic request of a representative of the Wilmington
Trust Company, Pass Through Trustee.


 


 


	
   

  	
  WILMINGTON TRUST COMPANY,

  as Escrow Agent

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
  Dated:
             , 200 

  	
   

  	
   

  
				



 


1

















 


EXHIBIT B-1 TO

NOTE PURCHASE AGREEMENT


 


FORM OF PARTICIPATION AGREEMENT


 


1

















 


EXHIBIT B-2 TO

NOTE PURCHASE AGREEMENT


 


FORM OF INDENTURE


 


1