Common use of Representations, Warranties and Covenants of WTC Clause in Contracts

Representations, Warranties and Covenants of WTC. 19 Section 5.01. Representations, Warranties and Covenants of WTC 19 ARTICLE 6 OTHER COVENANTS AND AGREEMENTS 22 Section 6.01. Other Agreements 22 Section 6.02. Certain Covenants of Company 25 ARTICLE 7 MISCELLANEOUS 27 Section 7.01. Notices 27 Section 7.02. Survival of Representations, Warranties, Indemnities, Covenants and Agreements 28 Section 7.03. Governing Law 28 Section 7.04. Severability 28 Section 7.05. No Oral Modifications or Continuing Waivers; Consents 29 Section 7.06. Effect of Headings and Table of Contents 29 Section 7.07. Successors and Assigns 29 Section 7.08. Benefits of Agreement 29 Participation Agreement (2019-1 EETC) N976JT TABLE OF CONTENTS (continued) Page Section 7.09. Counterparts 29 Section 7.10. Submission to Jurisdiction 30 Section 7.11. Further Assurances 30 Section 7.12. Section 1110 30 Schedule I - Equipment Notes, Purchasers and Original Principal Amounts; Account Details Schedule II - Trust Supplements Exhibit A-1 - Form of Opinion of Counsel for Company Exhibit A-2 - Form of Opinion of Debevoise & Xxxxxxxx LLP, special counsel for Company Exhibit A-3 - Form of Opinion of Debevoise & Xxxxxxxx LLP, special counsel for Company, regarding Section 1110 Exhibit B-1 - Form of Opinion of Special Counsel for Loan Trustee, Pass Through Trustees, Subordination Agent and WTC Exhibit B-2 - Form of Opinion of Special Delaware Counsel as to UCC Matters Exhibit C - Form of Opinion of Special FAA Counsel Exhibit D - Form of Airframe Warranties Agreement Annex A - Definitions Participation Agreement (2019-1 EETC) N976JT PARTICIPATION AGREEMENT (N976JT) This PARTICIPATION AGREEMENT (N976JT), dated as of November 12, 2019, is made by and among JETBLUE AIRWAYS CORPORATION, a Delaware corporation (together with its successors and permitted assigns, “Company”), WILMINGTON TRUST COMPANY, a Delaware trust company (in its individual capacity, together with its successors and permitted assigns, “WTC”), not in its individual capacity except as otherwise expressly provided in any of the Operative Documents or the Pass Through Documents, but solely as Pass Through Trustee under each of the Pass Through Trust Agreements (such terms and other capitalized terms used herein without definition being defined as provided in Section 1.01), WILMINGTON TRUST COMPANY, a Delaware trust company, as subordination agent and trustee (in such capacity, together with any successor trustee in such capacity, “Subordination Agent”) under the Intercreditor Agreement, and WILMINGTON TRUST COMPANY, as loan trustee (in such capacity, together with any successor trustee in such capacity, “Loan Trustee”) under the Indenture.

Representations, Warranties and Covenants of WTC. 19 Section 5.01. Representations, Warranties and Covenants of WTC 19 18 Participation Agreement (American Airlines 2013-1 Aircraft EETC) [Reg. No.] ARTICLE 6 VI OTHER COVENANTS AND AGREEMENTS 22 Section 6.01. Other Agreements 22 21 Section 6.02. Certain Covenants of the Company 25 23 ARTICLE 7 VII MISCELLANEOUS 27 Section 7.01. Notices 27 26 Section 7.02. Survival of Representations, Warranties, Indemnities, Covenants and Agreements 28 26 Section 7.03. Governing Law 28 26 Section 7.04. Severability 28 27 Section 7.05. No Oral Modifications or Continuing Waivers; Consents 29 27 Section 7.06. Effect of Headings and Table of Contents 29 27 Section 7.07. Successors and Assigns 29 27 Section 7.08. Benefits of Agreement 29 Participation Agreement (2019-1 EETC) N976JT TABLE OF CONTENTS (continued) Page 27 Section 7.09. Counterparts 29 28 Section 7.10. Submission to Jurisdiction 30 28 Section 7.11. Further Assurances 30 No Petition 28 Section 7.12. Section 1110 30 29 Section 7.13. No Waiver 29 Section 7.14. Further Assurances 29 Schedule I - Certain Terms Schedule II - Equipment Notes, Purchasers and Original Principal Amounts; Account Details Amounts Schedule II III - Trust Supplements Exhibit A-1 A - Form of Opinion of Counsel for the Company Exhibit A-2 - Form of Opinion of Debevoise & Xxxxxxxx LLP, special counsel for Company Exhibit A-3 - Form of Opinion of Debevoise & Xxxxxxxx LLP, special counsel for Company, regarding Section 1110 Exhibit B-1 B - Form of Opinion of Special Counsel for the Loan Trustee, the Pass Through Trustees, the Subordination Agent and WTC Exhibit B-2 - Form of Opinion of Special Delaware Counsel as to UCC Matters Exhibit C - Form of Opinion of Special FAA Counsel Exhibit D - Form of Airframe Warranties Agreement Manufacturer’s Consent Annex A - Definitions Participation Agreement (2019American Airlines 2013-1 Aircraft EETC) N976JT [Reg. No.] PARTICIPATION AGREEMENT (N976JT[Reg. No.]) This PARTICIPATION AGREEMENT (N976JT[Reg. No.]) (“Agreement”), dated as of November 12, 201920 2, is made by and among JETBLUE AIRWAYS CORPORATIONAMERICAN AIRLINES, INC., a Delaware corporation (together with its successors and permitted assigns, the “Company”), WILMINGTON TRUST COMPANY, a Delaware trust company (in its individual capacity, together with its successors and permitted assigns, “WTC”), not in its individual capacity except as otherwise expressly provided in any of the Operative Documents or the Pass Through Documents, but solely as Pass Through Trustee under each of the Pass Through Trust Agreements (such terms term and other capitalized terms used herein without definition being defined as provided in Section 1.01), WILMINGTON TRUST COMPANY, a Delaware trust company, as subordination agent and trustee (in such capacity, together with any successor trustee in such capacity, the “Subordination Agent”) under the Intercreditor Agreement, and WILMINGTON TRUST COMPANY, a Delaware trust company, as loan trustee (in such capacity, together with any successor trustee in such capacity, the “Loan Trustee”) under the Indenture.

Representations, Warranties and Covenants of WTC. 19 Section 5.01. Representations, Warranties and Covenants of WTC 19 ARTICLE 6 OTHER COVENANTS AND AGREEMENTS 22 Section 6.01. Other Agreements 22 Section 6.02. Certain Covenants of Company 25 ARTICLE 7 MISCELLANEOUS 27 Section 7.01. Notices 27 Section 7.02. Survival of Representations, Warranties, Indemnities, Covenants and Agreements 28 29 Section 7.03. Governing Law 28 29 Section 7.04. Severability 28 29 Section 7.05. No Oral Modifications or Continuing Waivers; Consents 29 Section 7.06. Effect of Headings and Table of Contents 29 Section 7.07. Successors and Assigns 29 Section 7.08. Benefits of Agreement 29 Participation Agreement (20192020-1 EETC) N976JT N2002J TABLE OF CONTENTS (continued) Page Section 7.09. Counterparts 29 30 Section 7.10. Submission to Jurisdiction 30 Section 7.11. Further Assurances 30 Section 7.12. Section 1110 30 31 Schedule I - Equipment Notes, Purchasers and Original Principal Amounts; Account Details Schedule II - Trust Supplements Exhibit A-1 - Form of Opinion of Counsel for Company Exhibit A-2 - Form of Opinion of Debevoise & Xxxxxxxx LLP, special counsel for Company Exhibit A-3 - Form of Opinion of Debevoise & Xxxxxxxx LLP, special counsel for Company, regarding Section 1110 Exhibit B-1 - Form of Opinion of Special Counsel for Loan Trustee, Pass Through Trustees, Subordination Agent and WTC Exhibit B-2 - Form of Opinion of Special Delaware Counsel as to UCC Matters Exhibit C - Form of Opinion of Special FAA Counsel Exhibit D - Form of Airframe Warranties Agreement Annex A - Definitions Participation Agreement (20192020-1 EETC) N976JT N2002J PARTICIPATION AGREEMENT (N976JTN2002J) This PARTICIPATION AGREEMENT (N976JTN2002J), dated as of November 12August 17, 20192020, is made by and among JETBLUE AIRWAYS CORPORATION, a Delaware corporation (together with its successors and permitted assigns, “Company”), WILMINGTON TRUST COMPANY, a Delaware trust company (in its individual capacity, together with its successors and permitted assigns, “WTC”), not in its individual capacity except as otherwise expressly provided in any of the Operative Documents or the Pass Through Documents, but solely as Pass Through Trustee under each of the Pass Through Trust Agreements in effect as of the date hereof (such terms and other capitalized terms used herein without definition being defined as provided in Section 1.01), WILMINGTON TRUST COMPANY, a Delaware trust company, as subordination agent and trustee (in such capacity, together with any successor trustee in such capacity, “Subordination Agent”) under the Intercreditor Agreement, and WILMINGTON TRUST COMPANY, as loan trustee (in such capacity, together with any successor trustee in such capacity, “Loan Trustee”) under the Indenture.

Representations, Warranties and Covenants of WTC. 19 Section 5.01. Representations, Warranties and Covenants of WTC 19 ARTICLE 6 OTHER COVENANTS AND AGREEMENTS 22 Section 6.01. Other Agreements 22 Section 6.02. Certain Covenants of Company 25 24 ARTICLE 7 MISCELLANEOUS 27 Section 7.01. Notices 27 Section 7.02. Survival of Representations, Warranties, Indemnities, Covenants and Agreements 28 Section 7.03. Governing Law 28 Section 7.04. Severability 28 Section 7.05. No Oral Modifications or Continuing Waivers; Consents 29 28 Section 7.06. Effect of Headings and Table of Contents 29 28 Section 7.07. Successors and Assigns 29 28 Section 7.08. Benefits of Agreement 29 Participation Agreement (2019-1 EETC) N976JT TABLE OF CONTENTS (continued) Page Section 7.09. Counterparts 29 Section 7.10. Submission to Jurisdiction 30 29 Section 7.11. Further Assurances 30 29 Section 7.12. Section 1110 30 29 Schedule I - Equipment Notes, Purchasers and Original Principal Amounts; Account Details Amounts Schedule II - Trust Supplements Supplement Exhibit A-1 - Form of Opinion of Counsel for Company FedEx Corporation Exhibit A-2 - Form of Opinion of Debevoise Xxxxx Xxxx & Xxxxxxxx LLP, special counsel for Company Exhibit A-3 - Form of Opinion of Debevoise & Xxxxxxxx LLP, special counsel for Company, regarding Section 1110 Exhibit B-1 B - Form of Opinion of Special Counsel for Loan Trustee, Pass Through TrusteesTrustee, Subordination Agent and WTC Exhibit B-2 - Form of Opinion of Special Delaware Counsel as to UCC Matters Exhibit C - Form of Opinion of Special FAA Counsel Exhibit D - Form of Airframe Warranties Agreement Manufacturer’s Consent Exhibit E - Form of Opinion of Special Delaware UCC Counsel for Company Annex A - Definitions Participation Agreement (2019-1 EETC) N976JT PARTICIPATION AGREEMENT (N976JTN869FD) This PARTICIPATION AGREEMENT (N976JTN869FD), dated as of November 12August 13, 20192020, is made by and among JETBLUE AIRWAYS FEDERAL EXPRESS CORPORATION, a Delaware corporation (together with its successors and permitted assigns, “Company”), WILMINGTON TRUST COMPANY, a Delaware trust company (in its individual capacity, together with its successors and permitted assigns, “WTC”), not in its individual capacity except as otherwise expressly provided in any of the Operative Documents or the Pass Through Documents, but solely as Pass Through Trustee under each of the Pass Through Trust Agreements Agreement (such terms and other capitalized terms used herein without definition being defined as provided in Section ‎Section 1.01), WILMINGTON TRUST COMPANY, a Delaware trust company, as subordination agent and trustee (in such capacity, together with any successor trustee in such capacity, “Subordination Agent”) under the Intercreditor Agreement, and WILMINGTON TRUST COMPANY, a Delaware trust company, as loan trustee (in such capacity, together with any successor trustee in such capacity, “Loan Trustee”) under the Indenture.

Representations, Warranties and Covenants of WTC. 19 Section 5.01. Representations, Warranties and Covenants of WTC 19 ARTICLE 6 OTHER COVENANTS AND AGREEMENTS 22 Section 6.01. Other Agreements 22 Section 6.02. Certain Covenants of Company 25 24 ARTICLE 7 MISCELLANEOUS 27 Section 7.01. Notices 27 Section 7.02. Survival of Representations, Warranties, Indemnities, Covenants and Agreements 28 Section 7.03. Governing Law 28 Section 7.04. Severability 28 Section 7.05. No Oral Modifications or Continuing Waivers; Consents 29 28 Section 7.06. Effect of Headings and Table of Contents 29 28 Section 7.07. Successors and Assigns 29 28 Section 7.08. Benefits of Agreement 29 Participation Agreement (2019-1 EETC) N976JT TABLE OF CONTENTS (continued) Page Section 7.09. Counterparts 29 Section 7.10. Submission to Jurisdiction 30 29 Section 7.11. Further Assurances 30 29 Section 7.12. Section 1110 30 29 Schedule I - Equipment Notes, Purchasers and Original Principal Amounts; Account Details Amounts Schedule II - Trust Supplements Supplement Exhibit A-1 - Form of Opinion of Counsel for Company FedEx Corporation Exhibit A-2 - Form of Opinion of Debevoise Xxxxx Xxxx & Xxxxxxxx LLP, special counsel for Company Exhibit A-3 - Form of Opinion of Debevoise & Xxxxxxxx LLP, special counsel for Company, regarding Section 1110 Exhibit B-1 B - Form of Opinion of Special Counsel for Loan Trustee, Pass Through TrusteesTrustee, Subordination Agent and WTC Exhibit B-2 - Form of Opinion of Special Delaware Counsel as to UCC Matters Exhibit C - Form of Opinion of Special FAA Counsel Exhibit D - Form of Airframe Warranties Agreement Manufacturer’s Consent Exhibit E - Form of Opinion of Special Delaware UCC Counsel for Company Annex A - Definitions Participation Agreement (2019-1 EETC) N976JT PARTICIPATION AGREEMENT (N976JTN126FE) This PARTICIPATION AGREEMENT (N976JTN126FE), dated as of November 12August 13, 20192020, is made by and among JETBLUE AIRWAYS FEDERAL EXPRESS CORPORATION, a Delaware corporation (together with its successors and permitted assigns, “Company”), WILMINGTON TRUST COMPANY, a Delaware trust company (in its individual capacity, together with its successors and permitted assigns, “WTC”), not in its individual capacity except as otherwise expressly provided in any of the Operative Documents or the Pass Through Documents, but solely as Pass Through Trustee under each of the Pass Through Trust Agreements Agreement (such terms and other capitalized terms used herein without definition being defined as provided in Section ‎Section 1.01), WILMINGTON TRUST COMPANY, a Delaware trust company, as subordination agent and trustee (in such capacity, together with any successor trustee in such capacity, “Subordination Agent”) under the Intercreditor Agreement, and WILMINGTON TRUST COMPANY, a Delaware trust company, as loan trustee (in such capacity, together with any successor trustee in such capacity, “Loan Trustee”) under the Indenture.

Representations, Warranties and Covenants of WTC. 19 Section 5.01. Representations, Warranties and Covenants of WTC 19 WTC. 23 First Amendment to Participation Agreement (American Airlines 2016-2B Aircraft EETC) [Reg. No.] ARTICLE 6 OTHER COVENANTS VI FEES AND AGREEMENTS 22 EXPENSES Section 6.01. Other Agreements 22 Section 6.02Fees and Expenses. Certain Covenants of Company 25 26 ARTICLE 7 VII MISCELLANEOUS 27 Section 7.01. Notices Effective Time. 27 Section 7.02. Ratification and Agreements; Direction. 27 Section 7.03. Survival of Representations, Warranties, Indemnities, Covenants and Agreements 28 Section 7.03Agreements. Governing Law 28 27 Section 7.04. Severability Governing Law. 28 Section 7.05. Severability. 28 Section 7.06. No Oral Modifications or Continuing Waivers; Consents 29 Consents. 28 Section 7.067.07. Effect of Headings and Table of Contents 29 Contents. 28 Section 7.077.08. Successors and Assigns 29 Assigns. 28 Section 7.087.09. Benefits of Agreement 29 Participation Agreement (2019-1 EETC) N976JT TABLE OF CONTENTS (continued) Page Section 7.09Agreement. Counterparts 29 28 Section 7.10. Submission to Jurisdiction 30 Counterparts. 28 Section 7.11. Further Assurances 30 Section 7.12Submission to Jurisdiction. Section 1110 30 29 Schedule I - Amended Schedule II: Equipment Notes, Purchasers and Original Principal Amounts; Account Details Amounts Schedule II - Amended Schedule III: Trust Supplements Exhibit A-1 A - Form of First Indenture Amendment Exhibit B - Form of Opinion of Counsel for the Company Exhibit A-2 C - Form of Opinion of Debevoise & Xxxxxxxx LLP, special counsel Special Regulatory Counsel for the Company Exhibit A-3 D - Form of Opinion of Debevoise & Xxxxxxxx LLP, special counsel Special Delaware Counsel for Company, regarding Section 1110 the Company Exhibit B-1 E - Form of Opinion of Special Counsel for the Loan Trustee, the Pass Through Trustees, the Subordination Agent and WTC Exhibit B-2 - Form of Opinion of Special Delaware Counsel as to UCC Matters Exhibit C F - Form of Opinion of Special FAA Counsel Exhibit D - Form of Airframe Warranties Agreement Annex A - Definitions First Amendment to Participation Agreement (2019American Airlines 2016-1 2B Aircraft EETC) N976JT [Reg. No.] FIRST AMENDMENT TO PARTICIPATION AGREEMENT (N976JT[Reg. No.]) This FIRST AMENDMENT TO PARTICIPATION AGREEMENT (N976JT[Reg. No.]) (this “Amendment”), dated as of November 12July 8, 20192016, is made by and among JETBLUE AIRWAYS CORPORATIONAMERICAN AIRLINES, INC., a Delaware corporation (together with its successors and permitted assigns, the “Company”), WILMINGTON TRUST COMPANY, a Delaware trust company (in its individual capacity, together with its successors and permitted assigns, “WTC”), not in its individual capacity except as otherwise expressly provided in any of the Operative Documents or the Pass Through Documents, but solely as Pass Through Trustee under each of the Pass Through Trust Agreements (such terms term and other capitalized terms used herein without definition being defined as provided in Section 1.01), WILMINGTON TRUST COMPANY, a Delaware trust company, as subordination agent and trustee (in such capacity, together with any successor trustee in such capacity, the “Subordination Agent”) under the Intercreditor Agreement, and WILMINGTON TRUST COMPANY, a Delaware trust company, as loan trustee (in such capacity, together with any successor trustee in such capacity, the “Loan Trustee”) under the Indenture.

Representations, Warranties and Covenants of WTC. 19 Section 5.01. Representations, Warranties and Covenants of WTC 19 Participation Agreement (American Airlines 2013-2 Aircraft EETC) [Reg. No.] ARTICLE 6 VI OTHER COVENANTS AND AGREEMENTS 22 Section 6.01. Other Agreements 22 Section 6.02. Certain Covenants of the Company 25 24 ARTICLE 7 VII MISCELLANEOUS 27 Section 7.01. Notices 27 Section 7.02. Survival of Representations, Warranties, Indemnities, Covenants and Agreements 28 27 Section 7.03. Governing Law 28 Section 7.04. Severability 28 Section 7.05. No Oral Modifications or Continuing Waivers; Consents 29 28 Section 7.06. Effect of Headings and Table of Contents 29 28 Section 7.07. Successors and Assigns 29 28 Section 7.08. Benefits of Agreement 29 Participation Agreement (2019-1 EETC) N976JT TABLE OF CONTENTS (continued) Page 28 Section 7.09. Counterparts 29 Section 7.10. Submission to Jurisdiction 30 29 Section 7.11. Further Assurances 30 No Petition 29 Section 7.12. Section 1110 30 Section 7.13. No Waiver 31 Section 7.14. Further Assurances 31 Schedule I - Certain Terms Schedule II - Equipment Notes, Purchasers and Original Principal Amounts; Account Details Amounts Schedule II III - Trust Supplements Exhibit A-1 A - Form of Opinion of Counsel for the Company Exhibit A-2 - Form of Opinion of Debevoise & Xxxxxxxx LLP, special counsel for Company Exhibit A-3 - Form of Opinion of Debevoise & Xxxxxxxx LLP, special counsel for Company, regarding Section 1110 Exhibit B-1 B - Form of Opinion of Special Counsel for the Loan Trustee, the Pass Through Trustees, the Subordination Agent and WTC Exhibit B-2 - Form of Opinion of Special Delaware Counsel as to UCC Matters Exhibit C - Form of Opinion of Special FAA Counsel Exhibit D - Form of Airframe Warranties Agreement Manufacturer’s Consent Annex A - Definitions Participation Agreement (2019American Airlines 2013-1 2 Aircraft EETC) N976JT [Reg. No.] PARTICIPATION AGREEMENT (N976JT[Reg. No.]) This PARTICIPATION AGREEMENT (N976JT[Reg. No.]) (“Agreement”), dated as of November 12, 201920 2, is made by and among JETBLUE AIRWAYS CORPORATIONAMERICAN AIRLINES, INC., a Delaware corporation (together with its successors and permitted assigns, the “Company”), WILMINGTON TRUST COMPANY, a Delaware trust company (in its individual capacity, together with its successors and permitted assigns, “WTC”), not in its individual capacity except as otherwise expressly provided in any of the Operative Documents or the Pass Through Documents, but solely as Pass Through Trustee under each of the Pass Through Trust Agreements in effect as of the date hereof (such terms term and other capitalized terms used herein without definition being defined as provided in Section 1.01), WILMINGTON TRUST COMPANY, a Delaware trust company, as subordination agent and trustee (in such capacity, together with any successor trustee in such capacity, the “Subordination Agent”) under the Intercreditor Agreement, and WILMINGTON TRUST COMPANY, a Delaware trust company, as loan trustee (in such capacity, together with any successor trustee in such capacity, the “Loan Trustee”) under the Indenture.

Representations, Warranties and Covenants of WTC. 19 Section 5.01. Representations, Warranties and Covenants of WTC 19 24 First Amendment to Participation Agreement (American Airlines 2017-2B Aircraft EETC) [Reg. No.] ARTICLE 6 OTHER COVENANTS VI FEES AND AGREEMENTS 22 EXPENSES Section 6.01. Other Agreements 22 Section 6.02. Certain Covenants of Company 25 Fees and Expenses 27 ARTICLE 7 VII MISCELLANEOUS 27 Section 7.01. Notices Effective Time 27 Section 7.02. Ratification and Agreements; Direction 28 Section 7.03. Survival of Representations, Warranties, Indemnities, Covenants and Agreements 28 Section 7.037.04. Governing Law 28 Section 7.047.05. Severability 28 29 Section 7.057.06. No Oral Modifications or Continuing Waivers; Consents 29 Section 7.067.07. Effect of Headings and Table of Contents 29 Section 7.077.08. Successors and Assigns 29 Section 7.087.09. Benefits of Agreement 29 Participation Agreement (2019-1 EETC) N976JT TABLE OF CONTENTS (continued) Page Section 7.097.10. Counterparts 29 30 Section 7.107.11. Submission to Jurisdiction 30 Section 7.11. Further Assurances 30 Section 7.12. Section 1110 30 Schedule I - Amended Schedule II: Equipment Notes, Purchasers and Original Principal Amounts; Account Details Amounts Schedule II - Amended Schedule III: Trust Supplements Exhibit A-1 A - Form of First Indenture Amendment Exhibit B - Form of Opinion of Counsel for the Company Exhibit A-2 C - Form of Opinion of Debevoise & Xxxxxxxx LLP, special counsel Special Regulatory Counsel for the Company Exhibit A-3 D - Form of Opinion of Debevoise & Xxxxxxxx LLP, special counsel Special Delaware Counsel for Company, regarding Section 1110 the Company Exhibit B-1 E - Form of Opinion of Special Counsel for the Loan Trustee, the Pass Through Trustees, the Subordination Agent and WTC Exhibit B-2 - Form of Opinion of Special Delaware Counsel as to UCC Matters Exhibit C F - Form of Opinion of Special FAA Counsel Exhibit D - Form of Airframe Warranties Agreement Annex A - Definitions First Amendment to Participation Agreement (2019American Airlines 2017-1 2B Aircraft EETC) N976JT [Reg. No.] FIRST AMENDMENT TO PARTICIPATION AGREEMENT (N976JT[Reg. No.]) This FIRST AMENDMENT TO PARTICIPATION AGREEMENT (N976JT[Reg. No.]) (this “Amendment”), dated as of November 12October 5, 20192017, is made by and among JETBLUE AIRWAYS CORPORATIONAMERICAN AIRLINES, INC., a Delaware corporation (together with its successors and permitted assigns, the “Company”), WILMINGTON TRUST COMPANY, a Delaware trust company (in its individual capacity, together with its successors and permitted assigns, “WTC”), not in its individual capacity except as otherwise expressly provided in any of the Operative Documents or the Pass Through Documents, but solely as Pass Through Trustee under each of the Pass Through Trust Agreements (such terms term and other capitalized terms used herein without definition being defined as provided in Section 1.01), WILMINGTON TRUST COMPANY, a Delaware trust company, as subordination agent and trustee (in such capacity, together with any successor trustee in such capacity, the “Subordination Agent”) under the Intercreditor Agreement, and WILMINGTON TRUST COMPANY, a Delaware trust company, as loan trustee (in such capacity, together with any successor trustee in such capacity, the “Loan Trustee”) under the Indenture.

Representations, Warranties and Covenants of WTC. 19 Section 5.01. Representations, Warranties and Covenants of WTC 19 ARTICLE 6 OTHER COVENANTS AND AGREEMENTS 22 Section 6.01. Other Agreements 22 Section 6.02. Certain Covenants of Company 25 ARTICLE 7 MISCELLANEOUS 27 Section 7.01. Notices 27 Section 7.02. Survival of Representations, Warranties, Indemnities, Covenants and Agreements 28 29 Section 7.03. Governing Law 28 29 Section 7.04. Severability 28 29 Section 7.05. No Oral Modifications or Continuing Waivers; Consents 29 Section 7.06. Effect of Headings and Table of Contents 29 Section 7.07. Successors and Assigns 29 Section 7.08. Benefits of Agreement 29 Participation Agreement (20192020-1 EETC) N976JT TABLE OF CONTENTS (continued) Page Section 7.09. Counterparts 29 30 Section 7.10. Submission to Jurisdiction 30 Section 7.11. Further Assurances 30 Section 7.12. Section 1110 30 31 Schedule I - Equipment Notes, Purchasers and Original Principal Amounts; Account Details Schedule II - Trust Supplements Exhibit A-1 - Form of Opinion of Counsel for Company Exhibit A-2 - Form of Opinion of Debevoise & Xxxxxxxx LLP, special counsel for Company Exhibit A-3 - Form of Opinion of Debevoise & Xxxxxxxx LLP, special counsel for Company, regarding Section 1110 Exhibit B-1 - Form of Opinion of Special Counsel for Loan Trustee, Pass Through Trustees, Subordination Agent and WTC Exhibit B-2 - Form of Opinion of Special Delaware Counsel as to UCC Matters Exhibit C - Form of Opinion of Special FAA Counsel Exhibit D - Form of Airframe Warranties Agreement Annex A - Definitions Participation Agreement (20192020-1 EETC) N976JT PARTICIPATION AGREEMENT (N976JT) This PARTICIPATION AGREEMENT (N976JT), dated as of November 12, 2019, is made by and among JETBLUE AIRWAYS CORPORATION, a Delaware corporation (together with its successors and permitted assigns, “Company”), WILMINGTON TRUST COMPANY, a Delaware trust company (in its individual capacity, together with its successors and permitted assigns, “WTC”), not in its individual capacity except as otherwise expressly provided in any of the Operative Documents or the Pass Through Documents, but solely as Pass Through Trustee under each of the Pass Through Trust Agreements (such terms and other capitalized terms used herein without definition being defined as provided in Section 1.01), WILMINGTON TRUST COMPANY, a Delaware trust company, as subordination agent and trustee (in such capacity, together with any successor trustee in such capacity, “Subordination Agent”) under the Intercreditor Agreement, and WILMINGTON TRUST COMPANY, as loan trustee (in such capacity, together with any successor trustee in such capacity, “Loan Trustee”) under the Indenture.AGREEMENT