Exhibit 4.10


 


EXECUTION COPY


 




 





 


DEPOSIT AGREEMENT

(CLASS C)


 


dated as of March 24, 2004


 


between


 


WILMINGTON TRUST COMPANY
as Escrow Agent


 


and


 


HSH NORDBANK AG, NEW YORK BRANCH
as Depositary


 




 





 

















 


DEPOSIT
AGREEMENT (Class C) dated as of March 24, 2004 (as
amended, modified or supplemented from time to time, this “Agreement”) between WILMINGTON TRUST COMPANY, a Delaware
banking corporation, as Escrow Agent under the Escrow and Paying Agent
Agreement referred to below (in such capacity, together with its successors in
such capacity, the “Escrow Agent”),
and HSH NORDBANK AG, NEW YORK BRANCH,
a New York State licensed branch office of a bank organized under the laws of
Germany, as depositary bank hereunder (the “Depositary”).


 


W  I  T  N
E  S  S  E  T  H:


 


WHEREAS,
JetBlue Airways Corporation (“JetBlue”)
and Wilmington Trust Company, not in its individual capacity except as
otherwise expressly provided therein, but solely as trustee (in such capacity,
together with its successors in such capacity, the “Pass Through Trustee”) have entered into a Pass Through Trust
Agreement dated as of March 24, 2004 (as amended, modified or supplemented
from time to time in accordance with the terms thereof, the “Pass Through Trust Agreement”) relating to
JetBlue Airways Pass Through Trust 2004-1C-O pursuant to which the JetBlue
Airways Pass Through Trust, Series 2004-1C-O Certificates referred to therein
(the “Certificates”) are being
issued (the date of such issuance, the “Issuance
Date”);


 


WHEREAS,
JetBlue and Morgan Stanley & Co., Incorporated, Merrill Lynch, Pierce,
Fenner & Smith Incorporated, Citigroup Global Markets Inc. and Crédit
Lyonnais Securities (USA) Inc. (collectively, the “Underwriters” and, together with their respective transferees
and assigns as registered owners of the Certificates, the “Investors”) have entered into an
Underwriting Agreement dated March 18, 2004 pursuant to which the Pass
Through Trustee will issue and sell the Certificates to the Underwriters (the
net proceeds of such sale being herein referred to as the “Net Proceeds”);


 


WHEREAS,
JetBlue, the Pass Through Trustee, certain other pass through trustees and
certain other persons concurrently herewith are entering into the Note Purchase
Agreement, dated as of the date hereof (the “Note
Purchase Agreement”), pursuant to which the Pass Through Trustee has
agreed to acquire from time to time on or prior to the Delivery Period
Termination Date (as defined in the Note Purchase Agreement) the Series C
equipment notes (the “Equipment Notes”)
issued to finance or refinance the acquisition of aircraft by JetBlue utilizing
a portion of the Net Proceeds;


 


WHEREAS,
the Escrow Agent, the Underwriters, the Pass Through Trustee and Wilmington
Trust Company, as paying agent for the Escrow Agent (in such capacity, together
with its successors in such capacity, the “Paying
Agent”) concurrently herewith are entering into an Escrow and Paying
Agent Agreement (Class C), dated as of the date hereof (as amended,
modified or supplemented from time to time in accordance with the terms
thereof, the “Escrow and Paying Agent
Agreement”); and


 


WHEREAS,
the Underwriters and the Pass Through Trustee intend that the Net Proceeds
(excluding any amount used to purchase Equipment Notes on the Issuance Date) be
held in escrow by the Escrow Agent on behalf of the Investors pursuant to the
Escrow and Paying Agent Agreement, subject to withdrawal upon request of and
proper certification by the


 

















 


Pass Through Trustee for
the purpose of purchasing Equipment Notes, and that pending such withdrawal the
Net Proceeds be deposited by the Escrow Agent with the Depositary pursuant to
this Agreement, which provides for the Depositary to pay interest for
distribution to the Investors and to establish accounts from which the Escrow
Agent shall make withdrawals upon request of and proper certification by the
Pass Through Trustee.


 


NOW,
THEREFORE, in consideration of the obligations contained
herein, and for other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties hereto hereby agree as
follows:


 


Section 1.                                          Definitions.  Capitalized terms used but not defined
herein shall have the following meanings:


 


“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 the city
in which the Corporate Trust Office is maintained.


 


“Debt Rate” means, for each Interest
Period, a rate per annum equal to the sum of (x) Three-Month LIBOR for
such Interest Period and (y) 4.250% per annum.


 


“Interest  Payment Date” means each March 15, June 15,
September 15 and December 15, commencing on June 15, 2004;
provided, that if any such date is not a Business Day, the relevant Interest
Payment Date shall be the next succeeding Business Day.


 


“Interest Period” means the period
commencing on and including the Deposit Date and ending on but excluding the
next succeeding Interest Payment Date, and thereafter, each successive period
commencing on and including the immediately preceding Interest Payment Date and
ending on but excluding the next succeeding Interest Payment Date.


 


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


 


“Three-Month LIBOR”
means, (i) with respect to the initial Interest Period, 1.11%, and
(ii) for each subsequent Interest Period, the interest rate per annum
(calculated on the basis of a 360-day year and actual days elapsed) at which
deposits in United States dollars are offered to prime banks in the London
interbank market as indicated on display page 3750 (British Bankers
Association-LIBOR) of the Dow Jones Markets Service (or such other page as
may replace such display page 3750 for the purpose of displaying London
interbank offered rates for United States dollar deposits) or, if not so
indicated, the average (rounded upwards to the nearest 1/100 %), as determined by the Loan
Trustee (as defined in the Note Purchase Agreement), of such rates as indicated
on the Reuters LIBO Page (or such other page as may replace such
Reuters Screen LIBO Page for the purpose of displaying London interbank
offered rates for United States dollar deposits) or, if neither such
alternative is indicated, the average (rounded upwards to the nearest 1/100 %), as determined by the Loan
Trustee, of such rates offered by four major reference banks in the London
interbank market, as selected by the Loan Trustee after consultation with
JetBlue, to prime banks in the London interbank market, in each case at or
about 11:00 a.m. (London time) on the day that is two LIBOR Business Days
prior to the first day of such Interest Period (the “Three-Month LIBOR Reference
Date”) for deposits for a period of three months


 


2

















 


in an amount substantially equal to the principal amount of
Deposits then outstanding. The Escrow Agent will, if necessary, request that
each of the reference banks provide a quotation of its rate.  If at least two such quotations are
provided, the rate will be the average of the quotations (rounded to the
nearest 1/100 %).  If fewer than two
quotations are provided, Three-Month LIBOR will be determined for the
applicable Three-Month LIBOR Reference Date as the arithmetic mean of the rates
quoted at approximately 11:00 a.m., New York time, on that Three-Month
LIBOR Reference Date, by three major banks in New York City, as selected by the
Loan Trustee after consultation with JetBlue, for loans in U.S. dollars to
leading European banks, for a period of three months, commencing on that
Three-Month LIBOR Reference Date, and in a principal amount that is
representative of a single transaction in U.S. dollars in that market at that
time.  If the banks so selected by the
Loan Trustee are not quoting as mentioned above, the rate will be Three-Month
LIBOR for the immediately preceding Interest Period.  Notwithstanding the foregoing, if a payment default on any
Equipment Note (as defined in the Note Purchase Agreement) exists on any
Regular Distribution Date (as defined in the Note Purchase Agreement), from
such Regular Distribution Date and for each full Interest Period while such
default is continuing, Three-Month LIBOR will not exceed 8%.


 


Section 2.                                          Terms
of Deposit.


 


2.1                                 Acceptance
of Depositary.  The Depositary
hereby agrees to act as depositary bank as provided herein and in connection
therewith to accept all amounts to be delivered to or held by the Depositary
pursuant to the terms of this Agreement. 
The Depositary further agrees to hold, maintain and safeguard the
Deposits and the Accounts (as defined below) during the term of this Agreement
in accordance with the provisions of this Agreement.  The Depositary shall neither be responsible for or under, nor
chargeable with knowledge of, the terms and conditions of any other agreement,
instrument or document executed between and among the parties hereto.  This Agreement sets forth all of the
obligations of the Depositary, and no additional obligations shall be implied
from the terms of this Agreement or any other agreement, instrument or
document.  The Escrow Agent shall not
have any right to withdraw, assign or otherwise transfer moneys held in the
Accounts except as permitted by this Agreement.


 


2.2                                 Establishment
of Accounts.  The Escrow Agent
hereby instructs the Depositary, and the Depositary agrees, to establish the
separate deposit accounts listed on Schedule I hereto and to establish
such additional separate deposit accounts as may be required in connection with
the deposits contemplated by Section 2.6 hereof (each, an “Account” and collectively, the “Accounts”), each in the name of the Escrow
Agent and all on the terms and conditions set forth in this Agreement.  It is the express intention of the parties
hereto that all amounts on deposit hereunder be deemed to be general deposits,
not special deposits, and that such deposits create a customer and bank
relationship between the Escrow Agent and Depository.


 


2.3                                 Deposits.  The Escrow Agent shall direct the
Underwriters to deposit with the Depositary on the date of this Agreement (the
“Deposit Date”) in Federal (same
day) funds by wire transfer to the account of HSH Nordbank AG, New York Branch
at HSH Nordbank AG, New York Branch, New York, New York 10022, Account
No. 7990116721-03, Account Name: 
Wilmington Trust Company, Reference: 
JetBlue EETC C, and the Depositary shall accept from the Underwriters,
on behalf of the Escrow Agent, the sum of US$114,628,348.85.  Upon acceptance of such sum, the Depositary
shall (i) establish each of the deposits specified in


 


3

















 


Schedule I
hereto maturing on July 31, 2005 (including any deposit made pursuant to
Section 2.6 hereof, individually, a “Deposit”
and, collectively, the “Deposits”)
and (ii) credit each Deposit to the related Account as set forth
therein.  No amount shall be deposited
in any Account other than the related Deposit.


 


2.4                                 Interest.  Each Deposit shall bear interest from and
including the date of deposit to but excluding the date of withdrawal at the
rate per annum for each Interest Period equal to the Debt Rate for such
Interest Period (computed on the basis of a year of 360 days and actual days
elapsed) payable to the Paying Agent on behalf of the Escrow Agent quarterly in
arrears on each Interest Payment Date and, as provided in Section 2.5(b)
hereof, on the date of the Final Withdrawal (as defined below), all in
accordance with the terms of this Agreement (whether or not any such Deposit is
withdrawn on an Interest Payment Date). 
Interest accrued on any Deposit that is withdrawn pursuant to a Notice
of Purchase Withdrawal (as defined below) shall be paid on the next Interest
Payment Date, notwithstanding any intervening Final Withdrawal (as defined
below).  In addition, interest accrued
on any Deposit that is withdrawn pursuant to a Notice of Replacement Withdrawal
(as defined below) but not paid on the date of the Final Withdrawal shall be
paid on the next Interest Payment Date.


 


2.5                                 Withdrawals.  (a) 
On and after the date seven days after the establishment of any Deposit,
the Escrow Agent may, by providing a notice of withdrawal to the Depositary by
10:00 a.m. (New York City time) on a Business Day that is at least seven
days prior to the date of such requested withdrawal in the form of
Exhibit A hereto (a “Notice of Purchase
Withdrawal”), withdraw at any time while funds may be transferred in
the Fed Wire electronic transfer system not less than the entire principal
balance of such Deposit as set forth on Schedule I, except that at any
time prior to the actual withdrawal of such Deposit, the Escrow Agent or the
Pass Through Trustee may, by written notice to the Depositary, cancel such
withdrawal (including on the scheduled date therefor), and thereafter such
Deposit shall continue to be maintained by the Depositary in accordance with
the original terms thereof.  Following
such withdrawal the balance in the related Account shall be zero and the
Depositary shall, without limiting or otherwise affecting the Depositary’s
payment obligation pursuant to the penultimate sentence of Section 2.4
hereof, close such Account.


 


(b)                                 (i)  The Escrow Agent may, by providing at least
15 days’ prior notice of withdrawal to the Depositary in the form of
Exhibit B hereto (a “Notice of Final
Withdrawal”), withdraw the entire amount of all of the remaining
Deposits together with the payment by the Depositary of all accrued and unpaid
interest on such Deposits to but excluding the specified date of withdrawal (a
“Final Withdrawal”), on such date
as shall be specified in such Notice of Final Withdrawal.  If a Notice of Final Withdrawal has not been
given to the Depositary on or before July 5, 2005 and there are
unwithdrawn Deposits on such date, the Depositary shall pay the amount of the
Final Withdrawal to the Paying Agent on July 31, 2005.


 


(ii)                                  The
Escrow Agent may, by providing at least 15 days’ prior notice of withdrawal to
the Depositary in the form of Exhibit C hereto (a “Notice of Replacement Withdrawal”),
withdraw the entire amount of all Deposits then held by the Depositary together
with, if specified in such Notice of Replacement Withdrawal, the payment by the
Depositary of all accrued and unpaid interest on such Deposits to but


 


4

















 


excluding the specified date of withdrawal (a “Replacement Withdrawal”), on such date as
shall be specified in such Notice of Replacement Withdrawal.


 


(c)                                  If
the Depositary receives a duly completed Notice of Purchase Withdrawal or
Notice of Final Withdrawal or Notice of Replacement Withdrawal (each, a “Withdrawal Notice”) complying with the
provisions of this Agreement, it shall make the payments specified therein in
accordance with the provisions of this Agreement.


 


If such complying
Withdrawal Notice is received by the Depositary no later than 11:00 a.m.
(New York City time) on a Business Day, the Depositary shall make the payments
requested in such Withdrawal Notice no later than 10:00 a.m. (New York
City time) on the next succeeding Business Day or such later time as requested
by the Escrow Agent while funds may be transferred in the Fed Wire electronic
transfer system as specified in such Withdrawal Notice.  If such complying Withdrawal Notice is
received by the Depositary after 11:00 a.m. (New York City time) on a
Business Day, the Depositary shall make the payments requested in such
Withdrawal Notice no later than 10:00 a.m. (New York City time) on the
second Business Day next following such Business Day or such later time as
requested by the Escrow Agent while funds may be transferred in the Fed Wire
electronic transfer system as specified in such Withdrawal Notice.


 


2.6                                 Other
Accounts.  On the date of withdrawal
of any Deposit pursuant to a Notice of Purchase Withdrawal, the Escrow Agent,
or the Pass Through Trustee on behalf of the Escrow Agent, shall be entitled to
re-deposit with the Depositary any portion thereof and the Depositary shall
accept the same for deposit hereunder. 
Any sums so received for deposit shall be established as a new Deposit
and credited to a new Account, all as more fully provided in Section 2.3
hereof, and thereafter the provisions of this Agreement shall apply thereto as
fully and with the same force and effect as if such Deposit had been
established on the Deposit Date except that (i) such Deposit may not be
withdrawn prior to the date seven days after the establishment thereof and
(ii) such Deposit shall mature on July 31, 2005 and bear interest as
provided in Section 2.4.  The
Depositary shall promptly give notice to the Escrow Agent of receipt of each
such re-deposit and the account number assigned thereto.


 


Section 3.                                          Termination.  This Agreement shall terminate on the fifth
Business Day after the later of the date on which (i) all of the Deposits
shall have been withdrawn and paid as provided herein without any re-deposit of
such funds and (ii) all accrued and unpaid interest on the Deposits shall
have been paid as provided herein, but in no event prior to the date on which
the Depositary shall have performed in full its obligations hereunder.  For the avoidance of doubt, the obligations
of the Depositary under the last two sentences of Section 2.4 hereof shall
remain in full force and effect notwithstanding the execution and delivery of a
replacement Deposit Agreement in accordance with Section 4(a)(vii) of the
Note Purchase Agreement.


 


Section 4.                                          Payments.  All payments (including, without limitation,
those payments made in respect of Taxes (as defined and provided for below))
made by the Depositary hereunder shall be paid in United States Dollars and
immediately available funds by wire transfer (i) in the case of accrued
interest on the Deposits payable under Section 2.4 hereof or any Final
Withdrawal, directly to the Paying Agent at Wilmington Trust Company,
Wilmington, Delaware, ABA# 031100092, for credit to the account of JetBlue 2004-1,
Account No. 65542-3, Attention:


 


5

















 


Monica Henry,
Telephone No. (302) 636-6296, Reference:  JetBlue 2004-1C, or to such other account as the Paying Agent may
direct from time to time in writing to the Depositary and the Escrow Agent and
(ii) in the case of any withdrawal of one or more Deposits pursuant to a
Notice of Purchase Withdrawal or Notice of Replacement Withdrawal, directly to
or as directed by the Pass Through Trustee as specified and in the manner
provided in such Notice of Purchase Withdrawal or Notice of Replacement
Withdrawal.  The Depositary hereby
waives any and all rights of set-off, combination of accounts, right of
retention or similar right (whether arising under applicable law, contract or
otherwise) it may have against the Deposits howsoever arising.  Except as expressly provided below, all
payments on or in respect of each Deposit shall be made free and clear of and
without reduction for or on account of any and all taxes, levies or other
impositions or charges (collectively, “Taxes”).  However, if the Depositary or the Paying
Agent (pursuant to Section 2.04 of the Escrow and Paying Agent Agreement)
shall be required by law to deduct or withhold any Taxes from or in respect of
any sum payable hereunder, the Depositary shall (i) make such deductions
or withholding and (ii) pay the full amount deducted or withheld
(including in respect of such additional amounts) to the competent taxation
authority.


 


Section 5.                                          Representation
and Warranties.  The Depositary
hereby represents and warrants to JetBlue, the Escrow Agent, the Pass Through
Trustee, the Underwriters and the Paying Agent that:


 


(1)                                  it
is a New York licensed branch office of a German bank duly organized and
existing under the laws of Germany and is duly qualified to conduct banking
business in the State of New York through its New York branch;


 


(2)                                  it
has full power, authority and legal right to conduct its business and
operations as currently conducted and to enter into and perform its obligations
under this Agreement;


 


(3)                                  the
execution, delivery and performance of this Agreement have been duly authorized
by all necessary corporate action on the part of it and do not require any
stockholder approval, or approval or consent of any trustee or holder of any
indebtedness or obligations of it, and this Agreement has been duly executed
and delivered by it and constitutes its legal, valid and binding obligations
enforceable against it in accordance with the terms hereof;


 


(4)                                  no
authorization, consent or approval of or other action by, and no notice to or
filing with, any United States federal or state governmental authority or
regulatory body is required for the execution, delivery or performance by it of
this Agreement;


 


(5)                                  neither
the execution, delivery or performance by it of this Agreement, nor compliance
with the terms and provisions hereof, (A) conflicts or will conflict with
or results or will result in a breach or violation of any of the terms,
conditions or provisions of, or will require any consent or approval under, any
law, governmental rule or regulation or the charter documents, or bylaws, as
amended, of it or any similar instrument binding on it or any order, writ,
injunction or decree of any court or governmental authority against it or by
which it or any of its properties is bound or


 


6

















 


(B) results or will result in a material breach or violation of
any of the terms, conditions or provisions of any indenture, mortgage or contract
or other agreement or instrument to which it is a party or by which it or any
of its properties is bound, or constitutes or will constitute a default
thereunder or results or will result in the imposition of any lien upon any of
its properties; and


 


(6)                                  there
are no pending or, to its knowledge, threatened actions, suits, investigations
or proceedings (whether or not purportedly on behalf of it) against or
affecting it or any of its property before or by any court or administrative
agency which, if adversely determined, (i) would adversely affect the
ability of it to perform its obligations under this Agreement or
(ii) would call into question or challenge the validity of this Agreement
or the enforceability hereof in accordance with the terms hereof, nor is the
Depositary in default with respect to any order of any court, governmental
authority, arbitration board or administrative agency so as to adversely affect
its ability to perform its obligations under this Agreement.


 


Section 6.                                          Transfer.  Neither party hereto shall be entitled to
assign or otherwise transfer this Agreement (or any interest herein) other than
(in the case of the Escrow Agent) to a successor escrow agent under the Escrow
and Paying Agent Agreement, and any purported assignment in violation thereof
shall be void.  This Agreement shall be
binding upon the parties hereto and their respective successors and (in the
case of the Escrow Agent) permitted assigns. 
Upon the occurrence of the Transfer (as defined below) contemplated by
the Assignment and Assumption Agreement (as defined below), the Pass Through
Trustee shall (without further act) be deemed to have transferred all of its
right, title and interest in and to this Agreement to the trustee of the
Successor Trust (as defined below) and, thereafter, the trustee of the
Successor Trust shall be deemed to be the “Pass Through Trustee” hereunder with
the rights of the “Pass Through Trustee” hereunder, and each reference herein
to “JetBlue Airways Pass Through Trust 2004-1C-O” shall be deemed to be a
reference to “JetBlue Airways Pass Through Trust 2004-1C-S”.  The Escrow Agent and the Depositary hereby
acknowledge and consent to the Transfer contemplated by the Assignment and
Assumption Agreement.  For the purposes
of this Section 6, “Transfer”
means the transfer contemplated by the Assignment and Assumption Agreement; “Assignment and Assumption Agreement” means
the Assignment and Assumption Agreement to be entered into between the Pass
Through Trustee and the trustee of the Successor Trust; and “Successor Trust” means the JetBlue Airways
Pass Through Trust 2004-1C-S.


 


Section 7.                                          Amendment,
Etc.  This Agreement may not be
amended, waived or otherwise modified except by an instrument in writing signed
by the parties hereto.


 


Section 8.                                          Notices.


 


(a)                                  Unless
otherwise expressly provided herein, any notice, instruction or other
communication under this Agreement shall be in writing (including by facsimile)
and shall be deemed to be given and effective upon receipt thereof (or, if
received after normal business hours, the next open of business on a Business
Day).  All notices shall be sent to
(x) in the case of the Depositary, HSH Nordbank AG, New York Branch,
590 Madison Ave., New York, New York 10022-2540, Attention:  Transportation-Americas (Telecopier:
(212) 407-6033) or (y) in


 


7

















 


the case of the
Escrow Agent, Wilmington Trust Company, 1100 North Market Street, Wilmington,
Delaware 19890, Attention: Corporate Trust Administration (Telecopier:  (302) 651-8882), in each case, with a
copy to the Pass Through Trustee, Wilmington Trust Company, 1100 North Market
Street, Wilmington, Delaware 19890, Attention: Corporate Trust Administration
(Telecopier:  (302) 651-8882) and
to JetBlue, JetBlue Airways Corporation, 118-29 Queens Blvd., Forest Hills, New
York 11375, Attention:  Vice President –
Corporate Finance (Telecopier: 
(718) 709-3630) with a copy to JetBlue Airways Corporation, 118-29
Queens Blvd., Forest Hills, New York 11375, Attention:  General Counsel (Telecopier:  (718) 709-3630) (or at such other
address as any such party may specify from time to time in a written notice to
the parties hereto).  On or prior to the
execution of this Agreement, the Escrow Agent has delivered to the Depositary an
incumbency certificate containing specimen signatures of the representatives of
the Escrow Agent who are authorized to give notices and instructions with
respect to this Agreement.  The
Depositary may conclusively rely on such certificate until the Depositary
receives written notice from the Escrow Agent to the contrary.


 


(b)                                 The
Depositary shall be fully protected and authorized in relying upon any
instruction, notice, certification, demand, consent, authorization, receipt,
power of attorney or other writing delivered to it by any party without being
required to make any investigation or inquiry thereof to determine the
authenticity or validity thereof or the correctness of any fact stated therein,
the propriety or validity of the service thereof, or the jurisdiction of the
court issuing any judgment or order. 
The Depositary may act in reliance upon any signature believed by it to
be genuine, and may assume that such person has been properly authorized to do
so.  The Depositary shall not be deemed
to have any duty or notice unless and until it has been provided with written
notice.  In no event shall the
Depositary be liable for indirect, special or consequential damages.


 


Section 9.                                          Obligations
Unconditional.  The Depositary
hereby acknowledges and agrees that its obligation to repay each Deposit
together with interest thereon as provided herein is absolute, irrevocable and
unconditional and constitutes a full recourse obligation of the Depositary
enforceable against it to the full extent of all of its assets and properties.


 


Section 10.                                   Entire
Agreement.  This Agreement
(including all attachments hereto) sets forth all of the promises, covenants,
agreements, conditions and understandings between the Depositary and the Escrow
Agent with respect to the subject matter hereof and supersedes all prior and
contemporaneous agreements and undertakings, inducements or conditions, express
or implied, oral or written.


 


Section 11.                                   Governing
Law.  This Agreement, and the rights
and obligations of the Depositary and the Escrow Agent with respect to the
Deposits, shall be governed by, and construed in accordance with, the law of
the State of New York and subject to the provisions of Regulation D of the
Board of Governors of the Federal Reserve System (or any successor), as the
same may be modified and supplemented and in effect from time to time.


 


Section 12.                                   Waiver
of Jury Trial Right.  EACH OF THE DEPOSITARY AND THE ESCROW AGENT
ACKNOWLEDGES AND ACCEPTS THAT IN ANY SUIT, ACTION OR PROCEEDING ARISING OUT OF
OR RELATING TO THIS AGREEMENT SUCH PARTY IRREVOCABLY WAIVES ITS RIGHT TO A
TRIAL BY JURY.


 


8

















 


Section 13.                                   Counterparts.  This Agreement may be executed in one or
more counterparts, all of which taken together shall constitute one instrument.


 


*                                         *                                         *


 


9

















 


IN
WITNESS WHEREOF, the Escrow Agent and the Depositary have
caused this Deposit Agreement to be duly executed as of the day and year first
above written.


 


	
   

  	
  WILMINGTON TRUST COMPANY,

  as Escrow Agent

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Janel R. Havrilla

  
	
   

  	
   

  	
  Name:  Janel R. Havrilla

  
	
   

  	
   

  	
  Title:    Financial Services
  Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  HSH NORDBANK AG, NEW YORK

  BRANCH,

  as Depositary

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Klaus Bernhart

  
	
   

  	
   

  	
  Name:  Klaus Bernhart

  
	
   

  	
   

  	
  Title:    SEVP

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Mikal Sanne

  
	
   

  	
   

  	
  Name:  Mikal Sanne

  
	
   

  	
   

  	
  Title:    AVP

  



 


10

















 


SCHEDULE I


 


SCHEDULE OF
DEPOSITS

(CLASS C)


 


	
  Aircraft Registration
  Number

  	
   

  	
  Amount

  	
   

  	
  Sub-Account

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  N587JB

  	
   

  	
  $

  	
  9,410,866.81

  	
   

  	
  N587JB

  
	
  N588JB

  	
   

  	
  $

  	
  9,468,178.57

  	
   

  	
  N588JB

  
	
  N589JB

  	
   

  	
  $

  	
  9,498,560.70

  	
   

  	
  N589JB

  
	
  N590JB

  	
   

  	
  $

  	
  9,521,347.31

  	
   

  	
  N590JB

  
	
  N591JB

  	
   

  	
  $

  	
  9,543,443.40

  	
   

  	
  N591JB

  
	
  N592JB

  	
   

  	
  $

  	
  9,564,849.00

  	
   

  	
  N592JB

  
	
  N593JB

  	
   

  	
  $

  	
  9,588,326.11

  	
   

  	
  N593JB

  
	
  N594JB

  	
   

  	
  $

  	
  9,588,326.11

  	
   

  	
  N594JB

  
	
  N595JB

  	
   

  	
  $

  	
  9,588,326.11

  	
   

  	
  N595JB

  
	
  N597JB

  	
   

  	
  $

  	
  9,611,112.71

  	
   

  	
  N597JB

  
	
  N598JB

  	
   

  	
  $

  	
  9,611,112.71

  	
   

  	
  N598JB

  
	
  N599JB

  	
   

  	
  $

  	
  9,633,899.31

  	
   

  	
  N599JB

  



 


1

















 


EXHIBIT A


 


NOTICE OF PURCHASE
WITHDRAWAL


 


HSH Nordbank AG, New York
Branch


590 Madison Ave.


New York, New York
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 2.5(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 B


 


NOTICE OF FINAL
WITHDRAWAL


 


HSH Nordbank AG, New York
Branch


590 Madison Ave.


New York, New York
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 2.5(b) of the Deposit Agreement, the undersigned hereby requests
the withdrawal of the entire amount of all Deposits for payment on
                     ,
200  .


 


The undersigned hereby
directs the Depositary to pay the proceeds of the Deposits [and accrued
interest thereon] to the Paying Agent at
                     ,
ABA#                      ,
Account
No.                     ,
Reference:  JetBlue 2004-1.


 


	
   

  	
  WILMINGTON TRUST COMPANY,

  as Escrow Agent

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Dated:      , 20  .

  	
   

  	
   

  



 


1

















 


EXHIBIT C


 


NOTICE OF
REPLACEMENT WITHDRAWAL


 


HSH Nordbank AG, New York
Branch


590 Madison Ave.


New York, New York
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 “Deposit”).


 


In accordance with
Section 2.5(b)(ii) of the Deposit Agreement, the undersigned hereby requests
the withdrawal of the entire amount of all Deposits for payment on
                     ,
20   .


 


The undersigned hereby
directs the Depositary to pay the proceeds of the Deposits to
[                     ]
at                      ,
ABA#                      ,
Account
No.                     ,
Reference:  JetBlue 2004-1 [and to pay
accrued interest thereon to the Paying Agent at
                     ,
ABA #                      ,
Acct.
No.                     ,
Reference.  JetBlue 2004-1](1).  [The undersigned further directs the
Depositary to pay the accrued interest on the Deposits to the Paying Agent on
                     ,
     (the next Interest Payment Date) at ABA #
                     ,
Account No.                     ,
Reference:  JetBlue Airways 2004-1](2)


 


	
   

  	
  WILMINGTON TRUST COMPANY,

  as Escrow Agent

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Dated:      , 20  

  	
   

  	
   

  



 












(1)  To be deleted in the case
of a Replacement Withdrawal scheduled for a date which is not an Interest
Payment Date (as defined in the Escrow and Paying Agent Agreement).


 


(2)  To be inserted only in the
case of a Replacement Withdrawal scheduled for a date which is not an Interest
Payment Date (as defined in the Escrow and Paying Agent Agreement).


 


1