Exhibit 4.1


 


FORM OF CERTIFICATE


 


REGISTERED


	
  No.

  	
                 

  	
   

  



 


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


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


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


 

















 


GLOBAL CERTIFICATE


 


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


 


JetBlue
Airways


Pass
Through Certificate,


Series
2004-1G-1-O


 


Final
Legal Distribution Date:               
, 20


 


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


 


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


 


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


 


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


                


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


 

















 


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


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


                


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


 


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


 

















 


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


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


 


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


 


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


 


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


 


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


 


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


 

















 


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


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


 


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


 

















 


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


Dated:                     ,
2004




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

   

  By:  WILMINGTON
  TRUST COMPANY, not in its individual capacity but solely as
  Trustee   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
   

  
	
  Name:

  
	
  Title:

  






 

















 


[FORM OF THE TRUSTEE’S CERTIFICATE OF AUTHENTICATION]


 


This
is one of the Certificates referred


to
in the within-mentioned Agreement.


 




	
  WILMINGTON
  TRUST COMPANY, not in its individual capacity but solely as
  Trustee

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
   

  
	
   

  	
  Authorized Officer

  






 

















 


FORM OF TRANSFER NOTICE


 


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


Insert Taxpayer Identification No.


 


	
   

  
	
   

   

  



 


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


	
   

  



 


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


	
   

  



 


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


	
  Date:

  	
   

  	
   

  	
  [Name of Transferor] 

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

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

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Signature Guarantee: