EXHIBIT 4.3


___________________________________________________________________


PASS THROUGH TRUST AGREEMENT


dated as of


_________________________,
200__


between


JETBLUE AIRWAYS CORPORATION


and


WILMINGTON TRUST COMPANY,


as Trustee


______________________


JetBlue Airways Pass Through Trust, Series 2004-2____


Pass Through Certificates,
Series 2004-2____


_________________________


__________________________________________________________________

















 


Reconciliation and tie between JetBlue Airways Pass
Through Trust Agreement, Series 2004-2____ dated as of __________________, and
the Trust Indenture Act of 1939.  This
reconciliation does not constitute part of the Pass Through Trust Agreement.


	
  Trust Indenture Act 

  of 1939 Section 310(a)(1)

  	
   

  	
  Pass
  Through Trust 

  Agreement Section 7.08

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  310

  	
  (a)(1)

  	
   

  	
  7.08

  	
   

  	
   

  
	
   

  	
  (a)(2)

  	
   

  	
  7.08

  	
   

  	
   

  
	
  312

  	
  (a)

  	
   

  	
  3.05

  	
  ; 8.01; 8.02

  	
   

  
	
  313

  	
  (a)

  	
   

  	
  7.06

  	
  ; 8.03

  	
   

  
	
  314

  	
  (a)

  	
   

  	
  8.04

  	
  (a), (c) & (d)

  	
   

  
	
   

  	
  (a)(4)

  	
   

  	
  8.04

  	
  (e)

  	
   

  
	
   

  	
  (c)(1)

  	
   

  	
  1.02

  	
   

  	
   

  
	
   

  	
  (c)(2)

  	
   

  	
  1.02

  	
   

  	
   

  
	
   

  	
  (d)(1)

  	
   

  	
  7.13

  	
  ; 11.01

  	
   

  
	
   

  	
  (d)(2)

  	
   

  	
  7.13

  	
  ; 11.01

  	
   

  
	
   

  	
  (d)(3)

  	
   

  	
  2.01

  	
   

  	
   

  
	
   

  	
  (e)

  	
   

  	
  1.02

  	
   

  	
   

  
	
  315

  	
  (b)

  	
   

  	
  7.02

  	
   

  	
   

  
	
  316

  	
  (a)(last sentence)

  	
   

  	
  1.04

  	
  (c)

  	
   

  
	
   

  	
  (a)(1)(A)

  	
   

  	
  6.04

  	
   

  	
   

  
	
   

  	
  (a)(1)(B)

  	
   

  	
  6.05

  	
   

  	
   

  
	
   

  	
  (b)

  	
   

  	
  6.06

  	
   

  	
   

  
	
   

  	
  (c)

  	
   

  	
  1.04

  	
  (e)

  	
   

  
	
  317

  	
  (a)(1)

  	
   

  	
  6.03

  	
   

  	
   

  
	
   

  	
  (b)

  	
   

  	
  7.13

  	
   

  	
   

  
	
  318

  	
  (a)

  	
   

  	
  12.0

  	
  6

  	
   

  


















 


TABLE OF CONTENTS


 


	
   

  	
   

  	
  Page

  
	
   

  	
   

  	
   

  
	
  ARTICLE I

  	
  DEFINITIONS

  	
  2

  
	
  Section 1.01.

  	
  Definitions

  	
  2

  
	
  Section 1.02.

  	
  Compliance Certificates
  and Opinions

  	
  12

  
	
  Section 1.03.

  	
  Form of Documents
  Delivered to Trustee

  	
  13

  
	
  Section 1.04.

  	
  Directions of
  Certificateholders

  	
  13

  
	
   

  	
   

  	
   

  
	
  ARTICLE II

  	
  ORIGINAL ISSUANCE OF
  CERTIFICATES; ACQUISITION OF EQUIPMENT NOTES

  	
  14

  
	
  Section 2.01.

  	
  Issuance of Certificates;
  Acquisition of Equipment Notes

  	
  14

  
	
  Section 2.02.

  	
  Withdrawal of Deposits

  	
  15

  
	
  Section 2.03.

  	
  Acceptance by Trustee

  	
  16

  
	
  Section 2.04.

  	
  Limitation of Powers

  	
  16

  
	
   

  	
   

  	
   

  
	
  ARTICLE III

  	
  THE CERTIFICATES

  	
  16

  
	
  Section 3.01.

  	
  Title, Form, Denomination
  and Execution of Certificates

  	
  16

  
	
  Section 3.02.

  	
  Restrictive Legends

  	
  17

  
	
  Section 3.03.

  	
  Authentication of
  Certificates

  	
  17

  
	
  Section 3.04.

  	
  Transfer and Exchange

  	
  18

  
	
  Section 3.05.

  	
  Global, Book-Entry and Definitive
  Certificates

  	
  19

  
	
  Section 3.06.

  	
  [Intentionally Omitted.]

  	
  20

  
	
  Section 3.07.

  	
  Mutilated, Destroyed, Lost
  or Stolen Certificates

  	
  20

  
	
  Section 3.08.

  	
  Persons Deemed Owners

  	
  21

  
	
  Section 3.09.

  	
  Cancellation

  	
  21

  
	
  Section 3.10.

  	
  Temporary Certificates

  	
  21

  
	
  Section 3.11.

  	
  Limitation of Liability
  for Payments

  	
  22

  
	
  Section 3.12.

  	
  ERISA Legend

  	
  22

  
	
   

  	
   

  	
   

  
	
  ARTICLE IV

  	
  DISTRIBUTIONS; STATEMENTS
  TO CERTIFICATEHOLDERS

  	
  23

  
	
  Section 4.01.

  	
  Certificate Account and
  Special Payments Account

  	
  23

  
	
  Section 4.02.

  	
  Distributions from
  Certificate Account and Special Payments Account

  	
  23

  
	
  Section 4.03.

  	
  Statements to
  Certificateholders

  	
  25

  
	
  Section 4.04.

  	
  Investment of Special
  Payment Moneys

  	
  26

  
	
   

  	
   

  	
   

  
	
  ARTICLE V

  	
  THE COMPANY

  	
  26

  
	
  Section 5.01.

  	
  Maintenance of Corporate
  Existence

  	
  26

  
	
  Section 5.02.

  	
  Consolidation, Merger, etc

  	
  26

  
	
   

  	
   

  	
   

  
	
  ARTICLE VI

  	
  DEFAULT

  	
  27

  
	
  Section 6.01.

  	
  Events of Default

  	
  27

  
	
  Section 6.02.

  	
  Incidents of Sale of
  Equipment Notes

  	
  29

  



 


i

















 


TABLE OF CONTENTS


(continued)


 


	
   

  	
   

  	
  Page

  
	
   

  	
   

  	
   

  
	
  Section 6.03.

  	
  Judicial Proceedings
  Instituted by Trustee; Trustee May Bring Suit

  	
  29

  
	
  Section 6.04.

  	
  Control by
  Certificateholders

  	
  30

  
	
  Section 6.05.

  	
  Waiver of Past Defaults

  	
  30

  
	
  Section 6.06.

  	
  Right of
  Certificateholders to Receive Payments Not to Be Impaired

  	
  31

  
	
  Section 6.07.

  	
  Certificateholders May Not
  Bring Suit Except Under Certain Conditions

  	
  31

  
	
  Section 6.08.

  	
  Remedies Cumulative

  	
  31

  
	
   

  	
   

  	
   

  
	
  ARTICLE VII

  	
  THE TRUSTEE

  	
  32

  
	
  Section 7.01.

  	
  Certain Duties and
  Responsibilities

  	
  32

  
	
  Section 7.02.

  	
  Notice of Defaults

  	
  32

  
	
  Section 7.03.

  	
  Certain Rights of Trustee

  	
  32

  
	
  Section 7.04.

  	
  Not Responsible for
  Recitals or Issuance of Certificates

  	
  33

  
	
  Section 7.05.

  	
  May Hold Certificates

  	
  34

  
	
  Section 7.06.

  	
  Money Held in Trust

  	
  34

  
	
  Section 7.07.

  	
  Compensation and
  Reimbursement

  	
  34

  
	
  Section 7.08.

  	
  Corporate Trustee
  Required; Eligibility

  	
  35

  
	
  Section 7.09.

  	
  Resignation and Removal;
  Appointment of Successor

  	
  35

  
	
  Section 7.10.

  	
  Acceptance of Appointment
  by Successor

  	
  37

  
	
  Section 7.11.

  	
  Merger, Conversion,
  Consolidation or Succession to Business

  	
  37

  
	
  Section 7.12.

  	
  Maintenance of Agencies

  	
  37

  
	
  Section 7.13.

  	
  Money for Certificate
  Payments to Be Held in Trust

  	
  39

  
	
  Section 7.14.

  	
  Registration of Equipment
  Notes in Name of Subordination Agent

  	
  39

  
	
  Section 7.15.

  	
  Representations and
  Warranties of Trustee

  	
  39

  
	
  Section 7.16.

  	
  Withholding Taxes
  Information Reporting

  	
  40

  
	
  Section 7.17.

  	
  Trustee’s Liens

  	
  41

  
	
  Section 7.18.

  	
  Preferential Collection of
  Claims

  	
  41

  
	
   

  	
   

  	
   

  
	
  ARTICLE VIII

  	
  CERTIFICATEHOLDERS’ LISTS
  AND REPORTS BY TRUSTEE

  	
  41

  
	
  Section 8.01.

  	
  The Company to Furnish
  Trustee with Names and Addresses of Certificateholders

  	
  41

  
	
  Section 8.02.

  	
  Preservation of
  Information Communications to Certificateholders

  	
  41

  
	
  Section 8.03.

  	
  Reports by Trustee

  	
  41

  
	
  Section 8.04.

  	
  Reports by the Company

  	
  41

  
	
   

  	
   

  	
   

  
	
  ARTICLE IX

  	
  SUPPLEMENTAL AGREEMENTS

  	
  42

  
	
  Section 9.01.

  	
  Supplemental Agreements
  Without Consent of Certificateholders

  	
  42

  



 


ii

















 


TABLE OF CONTENTS


(continued)


 


	
   

  	
   

  	
  Page

  
	
   

  	
   

  	
   

  
	
  Section 9.02.

  	
  Supplemental Agreements
  with Consent of Certificateholders

  	
  43

  
	
  Section 9.03.

  	
  Documents Affecting
  Immunity or Indemnity

  	
  44

  
	
  Section 9.04.

  	
  Execution of Supplemental
  Agreements

  	
  45

  
	
  Section 9.05.

  	
  Effect of Supplemental
  Agreements

  	
  45

  
	
  Section 9.06.

  	
  Conformity with Trust
  Indenture Act

  	
  45

  
	
  Section 9.07.

  	
  Reference in Certificates
  to Supplemental Agreements

  	
  45

  
	
   

  	
   

  	
   

  
	
  ARTICLE X

  	
  AMENDMENTS TO INDENTURES
  AND FINANCING DOCUMENTS

  	
  45

  
	
  Section 10.01.

  	
  Amendments and Supplements
  to Indentures and Financing Documents

  	
  45

  
	
   

  	
   

  	
   

  
	
  ARTICLE XI

  	
  TERMINATION OF TRUST

  	
  46

  
	
  Section 11.01.

  	
  Termination of the Trust

  	
  46

  
	
   

  	
   

  	
   

  
	
  ARTICLE XII

  	
  MISCELLANEOUS PROVISIONS

  	
  48

  
	
  Section 12.01.

  	
  Limitation on Rights of
  Certificateholders

  	
  48

  
	
  Section 12.02.

  	
  Certificates Nonassessable
  and Fully Paid

  	
  48

  
	
  Section 12.03.

  	
  Notices

  	
  49

  
	
  Section 12.04.

  	
  Governing Law

  	
  50

  
	
  Section 12.05.

  	
  Severability of Provisions

  	
  50

  
	
  Section 12.06.

  	
  Trust Indenture Act
  Controls

  	
  50

  
	
  Section 12.07.

  	
  Effect of Headings and
  Table of Contents

  	
  50

  
	
  Section 12.08.

  	
  Successors and Assigns

  	
  50

  
	
  Section 12.09.

  	
  Benefits of Agreement

  	
  50

  
	
  Section 12.10.

  	
  Legal Holidays

  	
  51

  
	
  Section 12.11.

  	
  Counterparts

  	
  51

  
	
  Section 12.12.

  	
  Intention of Parties

  	
  51

  
	
   

  	
   

  	
   

  



 


	
  Exhibit A

  	
   

  	
  —

  	
   

  	
  Form of Certificate

  
	
  Exhibit B

  	
   

  	
  —

  	
   

  	
  Form of Assignment and
  Assumption Agreement

  
	
  Exhibit C

  	
   

  	
  —

  	
   

  	
  Form of Notice to
  Withholding Agent

  



 


iii

























 


PASS THROUGH TRUST AGREEMENT


THIS PASS THROUGH TRUST AGREEMENT, dated as
of __________________ (the “Agreement”),
between JETBLUE AIRWAYS CORPORATION,
a Delaware corporation, and WILMINGTON TRUST
COMPANY, as Trustee, is made with respect to the formation of
JetBlue Airways Pass Through Trust, Series 2004-2____ and the issuance of
JetBlue Airways Pass Through Trust, Series 2004-2____ Pass Through Certificates
representing fractional undivided interests in the Trust.


W I T N E S S E T H:


WHEREAS, the Company has obtained
commitments from AVSA for the delivery of 
fifteen (15) Airbus A320-232 aircraft (collectively, the “Aircraft”);


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


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


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


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


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


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


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

















 


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


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


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


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


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


ARTICLE I



DEFINITIONS


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


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


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


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


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


 


2

















 


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


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


“Above-Cap Liquidity Provider” means
Citibank, N.A. or any Replacement Above-Cap Liquidity Provider which has issued
a Replacement Above-Cap Liquidity Facility (each as defined in the
Intercreditor Agreement) to replace the Class __ Above-Cap Liquidity
Facility pursuant to Section 3.6(c)(ii) of the Intercreditor Agreement.


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


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


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


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


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


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


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


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


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


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


 


3

















 


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


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


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


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


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


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


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


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


“Class C [G-1]Certificate” has the
meaning specified in the Intercreditor Agreement.


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


“Class G-1 [G-2] Certificate” has the
meaning specified in the Intercreditor Agreement.


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


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


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


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


 


4

















 


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


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


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


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


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


“Delivery Period Termination Date” means
the earlier of (a) February 28, 2006, or, if the Equipment Notes
relating to all of the Aircraft (or Substitute Aircraft in lieu thereof) have
not been purchased by the Trustee and the Other Trustees on or prior to such
date due to any reason beyond the control of the Company and not occasioned by
the Company’s fault or negligence, May 31, 2006 and (b) the date on
which Equipment Notes issued with respect to all of the Aircraft (or Substitute
Aircraft in lieu thereof) have been purchased by the Trustee and the Other
Trustees in accordance with the Note Purchase Agreement.


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


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


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


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


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


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


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


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


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


 


5

















 


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


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


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


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


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


“Final Legal Distribution Date” means
__________, ____.


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


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


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


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


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


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


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


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


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


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


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


 


6

















 


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


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


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


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


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


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


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


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


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


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


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


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


 


7

















 


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


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


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


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


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


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


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


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


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


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


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


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


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


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


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


 


8

















 


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


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


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


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


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


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


“Record Date” means (i) for
Scheduled Payments to be distributed on any Regular Distribution Date, other
than the final distribution, February 1, May 1, August 1 or November 1 (whether
or not a Business Day) immediately preceding such Regular Distribution Date,
and (ii) for Special Payments to be distributed on any Special
Distribution Date, other than the final


 


9

















 


distribution, the 15th day (whether or not a Business
Day) preceding such Special Distribution Date.


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


“Regular Distribution Date” with respect
to distributions of Scheduled Payments in respect of the Certificates, means
each date designated as a Regular Distribution Date in the Certificates issued
pursuant to this Agreement, until payment of all the Scheduled Payments to be
made under the Equipment Notes held in the Trust have been made; provided,
however, that, if any such day shall not be a Business Day, the related
distribution shall be made on the next succeeding Business Day.


“Related Pass Through Trust Agreement”
means the Pass Through Trust Agreement relating to the JetBlue Airways Pass
Through Trust, Series 2004-2____, dated the date hereof, between the Company
and the institution acting as trustee thereunder, which agreement becomes
effective upon the execution and delivery of the Assignment and Assumption
Agreement pursuant to Section 11.01.


“Related Trust” means the JetBlue
Airways Pass Through Trust, Series 2004-2____, formed under the Related Pass
Through Trust Agreement.


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


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


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


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


 


10

















 


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


“Special Distribution Date” means each
date on which a Special Payment is to be distributed as specified in this
Agreement; provided, however, that, if any such day shall not be
a Business Day, the related distribution shall be made on the next succeeding
Business Day.


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


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


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


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


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


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


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


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


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


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


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


“Trust Property” means (i) the
Equipment Notes held as the property of the Trust and, subject to the
Intercreditor Agreement, all monies at any time paid thereon and all monies due
and to become due thereunder, (ii) funds from time to time deposited in
the Certificate Account and the Special Payments Account and, subject to the
Intercreditor Agreement, any proceeds from the sale by the Trustee pursuant to
Article VI hereof of any Equipment Note and (iii) all rights of the
Trust and the Trustee, on behalf of the Trust, under the Intercreditor
Agreement, the


 


11

















 


Escrow Agreement, the Note Purchase Agreement, the
Policy and the Liquidity Facilities, including, without limitation, all rights
to receive certain payments thereunder, and all monies paid to the Trustee on
behalf of the Trust pursuant to the Intercreditor Agreement, the Policy or the
Liquidity Facilities, provided that rights with respect to the Deposits
or under the Escrow Agreement, except for the right to direct withdrawals for
the purchase of Equipment Notes to be held herein, will not constitute Trust
Property.


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


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


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


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


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


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


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


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


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


 


12

















 


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


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


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


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


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


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


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


 


13

















 


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


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


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


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


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


ARTICLE II



ORIGINAL ISSUANCE OF CERTIFICATES;

ACQUISITION OF EQUIPMENT NOTES


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


 


14

















 


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


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


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


 


15

















 


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


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


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


ARTICLE III



THE CERTIFICATES


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


 


16

















 


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


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


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


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


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


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


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


 


17

















 


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


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


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


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


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


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


 


18

















 


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


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


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


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


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


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


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


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


 


19

















 


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


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


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


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


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


Section 3.06.            [Intentionally Omitted.]


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


 


20

















 


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


In
connection with the issuance of any new Certificate under this
Section 3.07, the Trustee may require the payment of a sum sufficient to
cover any tax or other governmental charge that may be imposed in relation
thereto and any other expenses (including the fees and expenses of the Trustee
and the Registrar) connected therewith.


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


The
provisions of this Section are exclusive and shall preclude (to the extent
lawful) all other rights and remedies with respect to the replacement or
payment of mutilated, destroyed, lost or stolen Certificates.


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


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


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


 


21

















 


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


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


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


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


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


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


 


22

















 


ARTICLE IV



DISTRIBUTIONS; STATEMENTS TO

CERTIFICATEHOLDERS


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


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


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


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


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


 


23

















 


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


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


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


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


(iii)          the reason for the Special Payment,
and


(iv)          if the Special Distribution Date is
the same date as a Regular Distribution Date, the total amount to be received
on such date for each $1,000 face amount Certificate.


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


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


 


24

















 


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


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


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


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


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


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


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


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


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


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


 


25

















 


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


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


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


ARTICLE V



THE COMPANY


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


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


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


 


26

















 


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


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


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


ARTICLE VI



DEFAULT


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


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


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


 


27

















 


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


(ii)           whether or not any Class C
Certificateholders exercise their right to purchase pursuant to clause (i)
above, the Policy Provider, if it is then the Controlling Party, shall have the
right to purchase all, but not less than all, of the Certificates and the Class
G-__ Certificates upon ten days’ written notice to the Trustee, the Other Trustee
and the Certificateholders; provided, that if any Class C Certificateholder has
previously exercised the right to purchase all of the Class G-1 and Class G-2
Certificates, such holder may refuse to sell the Class G-1 and Class G-2
Certificates to the Policy Provider if all of the holders of the Class G-1 and
Class G-2 Certificateholders release the Policy Provider from all of its
obligations under the Policies with respect to such Class G-1 and Class G-2
Certificates (and return or cause the return of such Policies to the Policy
Provider); provided, further, that such holder may not refuse such sale so long
as (x) all Policy Provider Amounts have not been paid in full and
(y) sixteen months have passed from the occurrence of the initial Triggering
Event.


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


 


28

















 


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


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


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


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


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


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


Section 6.03.            Judicial Proceedings Instituted by
Trustee; Trustee May Bring Suit. 
If there shall be a failure to make payment of the principal of,
premium, if any, or interest on any Equipment Note, then the Trustee, in its
own name and as trustee of an express trust, as holder of


 


29

















 


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


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


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


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


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


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


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


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


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


Upon
any such waiver, such default shall cease to exist with respect to the
Certificates and any Event of Default arising therefrom shall be deemed to have
been cured for every purpose and any direction given by the Trustee on behalf
of the Certificateholders to the relevant Loan Trustee shall be annulled with
respect thereto; but no such waiver shall extend to any subsequent


 


30

















 


or other default or Event of Default or impair any
right consequent thereon.  Upon any such
waiver, the Trustee shall vote the Equipment Notes issued under the relevant
Indenture to waive the corresponding Indenture Default.


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


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


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


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


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


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


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


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


 


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ARTICLE VII



THE TRUSTEE


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


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


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


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


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


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


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


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


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


 


32

















 


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


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


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


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


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


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


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


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


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


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


 


33

















 


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


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


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


Section 7.07.            Compensation
and Reimbursement.  The Company
agrees:


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


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


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


 


34

















 


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


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


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


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


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


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


 


35

















 


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


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


(d)           If at any time:


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


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


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


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


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


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


 


36

















 


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


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


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


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


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


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


 


37

















 


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


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


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


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


 


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


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


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


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


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


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


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


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


 


39

















 


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


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


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


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


Section 7.16.            Withholding Taxes Information
Reporting.  (a) The Trustee, as
trustee of the grantor trust created by this Agreement, shall exclude and
withhold from each distribution of principal, premium, if any, and interest and
other amounts due under this Agreement or under the Certificates any and all
withholding taxes applicable thereto as required by law.  The Trustee agrees to act as such
withholding agent and, in connection therewith, whenever any present or future
taxes or similar charges are required to be withheld with respect to any
amounts payable in respect of the Certificates, to withhold such amounts and
timely pay the same to the appropriate authority in the name of and on behalf
of the Certificateholders, that it will file any necessary withholding tax
returns or statements when due, and that, as promptly as possible after the
payment thereof, it will deliver to each such Certificateholder appropriate
documentation showing the payment thereof, together with such additional
documentary evidence as such Certificateholders may reasonably request from
time to time.  The Trustee agrees to
file any other information reports as it may be required to file under United
States law.


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


 


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


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


ARTICLE VIII



CERTIFICATEHOLDERS’ LISTS AND REPORTS BY TRUSTEE


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


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


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


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


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


 


41

















 


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


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


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


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


ARTICLE IX



SUPPLEMENTAL AGREEMENTS


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


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


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


 


42

















 


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


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


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


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


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


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


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


 


43

















 


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


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


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


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


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


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


(6)           terminate or modify the Policy; or


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


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


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


 


44

















 


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


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


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


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


ARTICLE X



AMENDMENTS TO INDENTURES AND FINANCING DOCUMENTS


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


 


45

















 


to such action by such Direction of Certificateholders
to (B) the aggregate face amount of all Outstanding Certificates and
(ii) as Controlling Party, the Trustee shall vote jointly with the
Class G-2 Trustee (as defined in the Intercreditor Agreement)] as directed in such Certificateholder
Direction [by the
Certificateholders [and
Class G-2 Certificateholders]
evidencing a Fractional Undivided Interest [(as
defined herein and in the Class G-2 Trust Agreement (as defined in
the Intercreditor Agreement))]
aggregating not less than a majority in interest in the Trust [and the Class G-2 Trust (as
defined in the Intercreditor Agreement), voting as one class.] 
For purposes of the immediately preceding sentence, a Certificate shall
have been “actually voted” if the
Holder of such Certificate has delivered to the Trustee an instrument
evidencing such Holder’s consent to such Direction prior to two Business Days
before the Trustee directs such action or casts such vote or gives such
consent.  Notwithstanding the foregoing,
but subject to Section 6.04 and the Intercreditor Agreement, the Trustee
may, in its own discretion and at its own direction, consent and notify the
relevant Loan Trustee of such consent (or direct the Subordination Agent to
consent and notify the Loan Trustee of such consent) to any amendment,
modification, waiver or supplement under the relevant Indenture, any other
Financing Document, any Equipment Note or any other related document, if an
Event of Default hereunder shall have occurred and be continuing, or if such
amendment, modification, waiver or supplement will not materially adversely
affect the interests of the Certificateholders.


ARTICLE XI



TERMINATION OF TRUST


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


Upon
the earlier of (i) the first Business Day after February 28, 2006,
or, if later, the fifth Business Day following the Delivery Period Termination
Date and (ii) the fifth Business Day following the date on which a
Triggering Event occurs (such date, the “Transfer
Date”), or, if later the date on which all of the conditions set
forth in the immediately following sentence have been satisfied, the Trustee is
hereby directed (subject only to the immediately following sentence) to, and
the Company shall direct the institution that will serve as the Related Trustee
under the Related Pass Through Trust Agreement to, execute and deliver the
Assignment and Assumption Agreement, pursuant to which the Trustee shall
assign, transfer and deliver all of the Trustee’s right, title and interest to
the Trust Property to the Related Trustee under the Related Pass Through Trust
Agreement.  The Trustee and the Related
Trustee shall execute and deliver the Assignment and Assumption Agreement upon
the satisfaction of the following conditions:


(i)            The Trustee, the Related Trustee and
each of the Rating Agencies then rating the Certificates shall have received an
Officer’s Certificate and an Opinion of Counsel dated the date of the
Assignment and Assumption Agreement and each


 


46

















 


satisfying the requirements of
Section 1.02, which Opinion of Counsel shall be substantially to the
effect set forth below and may be relied upon by the Beneficiaries (as defined
in the Assignment and Assumption Agreement):


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


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


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


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


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


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


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


 


47

















 


assignment, transfer and delivery of the Trust
Property to the trustee of the Related Trust upon the execution and delivery of
the Assignment and Assumption Agreement.


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


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


ARTICLE XII



MISCELLANEOUS PROVISIONS


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


Section 12.02.         Certificates Nonassessable and Fully
Paid.  Except as set forth in the
last sentence of this Section 12.02, Certificateholders shall not be
personally liable for obligations of the Trust, the Fractional Undivided
Interests represented by the Certificates shall be nonassessable for any losses
or expenses of the Trust or for any reason whatsoever, and Certificates, upon
authentication thereof by the Trustee pursuant to Section 3.03, are and
shall be deemed fully paid.  No
Certificateholder shall have any right (except as expressly provided herein) to
vote or in any manner otherwise control the operation and management of the
Trust Property, the Trust, or the obligations of the parties hereto, nor shall
anything set forth herein, or


 


48

















 


contained in the terms of the Certificates, be
construed so as to constitute the Certificateholders from time to time as
partners or members of an association. 
Neither the existence of the Trust nor any provision herein is intended
to or shall limit the liability the Certificateholders would otherwise incur if
the Certificateholders owned Trust Property as co-owners, or incurred any
obligations of the Trust, directly rather than through the Trust.


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


	
  if to the Company, to:

  	
   

  
	
   

  	
   

  
	
   

  	
  JetBlue
  Airways Corporation

  
	
   

  	
  118-29 Queens Blvd.

  
	
   

  	
  Forest Hills, NY  11375

  
	
   

  
	
   

  	
  Attention:  Vice President—Corporate Finance

  
	
   

  	
  Facsimile:  718-709-3639

  
	
   

  
	
  with a copy to:

  	
   

  
	
   

  
	
   

  	
  JetBlue
  Airways Corporation

  
	
   

  	
  118-29
  Queens Blvd.

  
	
   

  	
  Forest Hills, NY 11375

  
	
   

  
	
   

  	
  Attention:  General Counsel

  
	
   

  	
  Facsimile:  718-709-3631

  
	
   

  
	
  if to the Trustee, to:

  	
   

  
	
   

  
	
   

  	
  Wilmington
  Trust Company

  
	
   

  	
  Rodney
  Square North

  
	
   

  	
  1100 North
  Market Street

  
	
   

  	
  Wilmington, Delaware 19890-0001

  
	
   

  
	
   

  	
  Attention:  Corporate Trust Administration

  
	
   

  	
  Facsimile:  (302) 636-4140

  
	
   

  	
  Telephone: (302) 636-6000

  
				



 


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


(c)           Any
notice or communication to Certificateholders shall be mailed by first-class
mail to the addresses for Certificateholders shown on the Register kept by the


 


49

















 


Registrar. 
Failure so to mail a notice or communication or any defect in such
notice or communication shall not affect its sufficiency with respect to other
Certificateholders.


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


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


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


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


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


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


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


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


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


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


 


50

















 


Section 12.10.         Legal Holidays.  In any case where any Regular Distribution
Date or Special Distribution Date relating to any Certificate shall not be a
Business Day, then (notwithstanding any other provision of this Agreement)
payment need not be made on such date, but may be made on the next succeeding
Business Day with the same force and effect as if made on such Regular
Distribution Date or Special Distribution Date, and no interest shall accrue
during the intervening period.


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


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


*    
*     *


 


51

















 


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


 


	
   

  	
  JETBLUE AIRWAYS
  CORPORATION

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
  WILMINGTON TRUST
  COMPANY, as

  Trustee

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
							



 


 


52

















 


EXHIBIT A


FORM OF CERTIFICATE


REGISTERED


No. __________


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


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


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


EXHIBIT A


Page 1

















 


GLOBAL CERTIFICATE


JETBLUE AIRWAYS PASS THROUGH TRUST, SERIES
2004-2____


JetBlue Airways


Pass Through Certificate,


Series 2004-2____


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 2004-2____ (the “Trust”) created pursuant to a Pass Through
Trust Agreement, dated as of _________, 200___ (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 2004-2____” (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) February 15, May 15, August 15 and
November 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
February 15, 2005, 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


 


EXHIBIT A


Page 2

















 


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.  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


 


EXHIBIT A


Page 3

















 


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.


 


EXHIBIT A


Page 4

















 


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.


 


EXHIBIT A


Page 5

















 


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


 


	
  Dated:________________, 2004

  	
   

  
	
   

  	
   

  
	
   

  	
  JETBLUE AIRWAYS
  PASS THROUGH TRUST, SERIES 2004-2____

  
	
   

  	
   

  
	
   

  	
  By: 
  WILMINGTON TRUST COMPANY,

  not in its individual capacity but solely as

  Trustee

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  



 


EXHIBIT A


Page 6

















 


[FORM OF THE TRUSTEE’S CERTIFICATE OF AUTHENTICATION]


This is one of the Certificates referred


to in the within-mentioned Agreement.


	
   

  	
  WILMINGTON TRUST
  COMPANY, not

  in its individual capacity but solely as Trustee

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Authorized Officer

  



 


EXHIBIT A


Page 7

























[Pass
Through Trust Agreement]


 


 


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:

  	
   

  	
   

  	
   

  
					



 


 


EXHIBIT A


Page 8

















 


EXHIBIT B


FORM OF
ASSIGNMENT AND ASSUMPTION AGREEMENT

JetBlue Airways
Pass Through Trust, Series 2004-2




ASSIGNMENT
AND ASSUMPTION AGREEMENT, dated ____________, (the “Agreement”),
between Wilmington Trust Company, a Delaware banking corporation (“WTC”), not in its individual capacity
except as expressly provided herein, but solely as trustee under the Pass
Through Trust Agreement dated as of ____________, 200___ (as amended, modified
or otherwise supplemented from time to time, the “Pass Through Trust Agreement”) in respect of the JetBlue
Airways Pass Through Trust, Series 2004-2____ (the “Assignor”), and Wilmington Trust Company, a Delaware banking
corporation, not in its individual capacity except as expressly provided
herein, but solely as trustee under the Pass Through Trust Agreement dated as
of ___________ __, 200__ (the “New Pass
Through Trust Agreement”) in respect of the JetBlue Airways Pass
Through Trust, Series 2004-2____ (the “Assignee”).


W  I  T  N  E  S  S
E  T  H:


 


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


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


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


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


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




 


EXHIBIT B


Page 1

















 


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


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


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


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


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


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


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


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


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


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


 


EXHIBIT B


Page
2

















 


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


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


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


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


*      *      *


 


EXHIBIT B


 


Page
3

















 


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


 


	
   

  	
  ASSIGNOR:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   WILMINGTON TRUST COMPANY, not in its
  individual capacity except as expressly provided herein, but solely as
  trustee under the Pass Through Trust Agreement in respect of the JetBlue
  Airways Pass Through Trust 2004-2   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  ASSIGNEE:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  WILMINGTON
  TRUST COMPANY, not in its individual capacity except as
  expressly provided herein, but solely as trustee under the Pass Through Trust
  Agreement in respect of the JetBlue Airways Pass Through Trust 2004-2   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Title:

  
				



 


EXHIBIT B


Page
4

















 


SCHEDULE I


SCHEDULE OF ASSIGNED DOCUMENTS


 


	
  (1)

  	
   

  	
  Intercreditor Agreement dated as of ____________,
  200___ among the Trustee, the Other Trustee, the Policy Provider, the
  Liquidity Providers, the liquidity provider, if any, relating to the
  Certificates issued under (and as defined in) the Other Pass Through Trust
  Agreements and the Subordination Agent.

  
	
   

  	
   

  	
   

  
	
  (2)

  	
   

  	
  Escrow and Paying Agent Agreement (Class ____)
  dated as of ____________, 200___ among the Escrow Agent, the Underwriters,
  the Trustee and the Paying Agent.

  
	
   

  	
   

  	
   

  
	
  (3)

  	
   

  	
  Note Purchase Agreement dated as of ____________,
  200___ among the Company, the Trustee, the Other Trustee, the Depositary, the
  Escrow Agent, the Paying Agent and the Subordination Agent.

  
	
   

  	
   

  	
   

  
	
  (4)

  	
   

  	
  Deposit Agreement (Class ____) dated as of
  ____________, 200___ between the Escrow Agent and the Depositary.

  
	
   

  	
   

  	
   

  
	
  (5)

  	
   

  	
  The Policy (Class____) dated ____________, 200___,
  as defined in the Intercreditor Agreement.

  
	
   

  	
   

  	
   

  
	
  (6)

  	
   

  	
  The Policy Provider Agreement dated ____________,
  200___, as defined in the Intercreditor Agreement.

  
	
   

  	
   

  	
   

  
	
  (7)

  	
   

  	
  The Revolving Credit Agreement (2004-2____)
  dated as of ____________, 200___ between the Subordination Agent and the
  Primary Liquidity Provider.

  
	
   

  	
   

  	
   

  
	
  (8)

  	
   

  	
  The Class ___ Above-Cap Liquidity
  Facility dated ____________, 200___, as defined in the Intercreditor
  Agreement.

  
	
   

  	
   

  	
   

  
	
  (9)

  	
   

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

  



 


 


EXHIBIT B


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EXHIBIT C


 


FORM OF
NOTICE TO DESIGNATE NOMINEE AS WITHHOLDING AGENT

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




[DATE]


 




	
  National
  Association of Securities Dealers, Inc.

  
	
  Market
  Operations

  
	
  80 Merritt Blvd.

  
	
  Trumbull, CT
  06611

  






 




	
  Re:

  	
   

  	
  JetBlue Airways Pass
  Through Trust, Series 2004-2   

  
	
   

  	
   

  	
  Pass Through Certificates,
  Series 2004-2   

  






 


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


 




	
   

  	
  Very truly yours,

  
	
   

  






 


EXHIBIT C


 


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