ESCROW AND PAYING AGENT AGREEMENT (CLASS G-2)Escrow and Paying Agent Agreement • March 31st, 2004 • Jetblue Airways Corp • Air transportation, scheduled • New York
ESCROW AND PAYING AGENT AGREEMENT (Class G-2) dated as of March 24, 2004 (as amended, modified or supplemented from time to time, this “Agreement”) among WILMINGTON TRUST COMPANY, a Delaware banking corporation, as Escrow Agent (in such capacity, together with its successors in such capacity, the “Escrow Agent”); MORGAN STANLEY & CO. INCORPORATED, MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED, CITIGROUP GLOBAL MARKETS INC. and CREDIT LYONNAIS SECURITIES (USA) INC., as Underwriters (the “Underwriters” and together with their respective transferees and assigns as registered owners of the Certificates, the “Investors”) under the Underwriting Agreement referred to below; WILMINGTON TRUST COMPANY, a Delaware banking corporation, not in its individual capacity except as otherwise expressly provided herein, but solely as trustee (in such capacity, together with its successors in such capacity, the “Pass Through Trustee”) under the Pass Through Trust Agreement referred to below; and WILMI
TRUST INDENTURE AND MORTGAGE [NXXXJB]Trust Indenture and Mortgage • March 31st, 2004 • Jetblue Airways Corp • Air transportation, scheduled • New York
TRUST INDENTURE AND MORTGAGE [NXXXJB], dated as of [Date] (“Trust Indenture”), between JETBLUE AIRWAYS CORPORATION, a Delaware corporation (“Owner”), and WILMINGTON TRUST COMPANY, a Delaware banking corporation, not in its individual capacity, except as expressly stated herein, but solely as mortgagee hereunder (together with its successors hereunder, the “Mortgagee”).
REVOLVING CREDIT AGREEMENT (2004-1C)Revolving Credit Agreement • March 31st, 2004 • Jetblue Airways Corp • Air transportation, scheduled • New York
This REVOLVING CREDIT AGREEMENT (2004-1C), dated as of March 24, 2004 (as it may be amended, supplemented or otherwise modified from time to time in accordance with the terms hereof, this “Agreement”), between WILMINGTON TRUST COMPANY, a Delaware banking corporation, not in its individual capacity but solely as Subordination Agent under the Intercreditor Agreement (each as defined below), as agent and trustee for the Class C Trust (as defined below) (the “Borrower”), and LANDESBANK HESSEN-THÜRINGEN GIROZENTRALE, a public-law banking institution organized under the laws of Germany (“Primary Liquidity Provider”).
DEPOSIT AGREEMENT (CLASS G-2) dated as of March 24, 2004 betweenDeposit Agreement • March 31st, 2004 • Jetblue Airways Corp • Air transportation, scheduled • New York
DEPOSIT AGREEMENT (Class G-2) dated as of March 24, 2004 (as amended, modified or supplemented from time to time, this “Agreement”) between WILMINGTON TRUST COMPANY, a Delaware banking corporation, as Escrow Agent under the Escrow and Paying Agent Agreement referred to below (in such capacity, together with its successors in such capacity, the “Escrow Agent”), and HSH NORDBANK AG, NEW YORK BRANCH, a New York State licensed branch office of a bank organized under the laws of Germany, as depositary bank hereunder (the “Depositary”).
PASS THROUGH TRUST AGREEMENTPass Through Trust Agreement • March 31st, 2004 • Jetblue Airways Corp • Air transportation, scheduled • Delaware
THIS PASS THROUGH TRUST AGREEMENT, dated as of March 24, 2004 (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 2004-1G-1-O and the issuance of JetBlue Airways Pass Through Trust, Series 2004-1G-1-O Pass Through Certificates representing fractional undivided interests in the Trust.
WILMINGTON TRUST COMPANY in its capacity as Subordination Agent on behalf of the Trustee under the Class G-1Trust Agreement Rodney Square North Wilmington, Delaware 19890-0001 Attention: Corporate Trust Administration Ladies and Gentlemen:Isda Master Agreement • March 31st, 2004 • Jetblue Airways Corp • Air transportation, scheduled
In consideration of that certain ISDA Master Agreement dated as of March 24, 2004, between Morgan Stanley Capital Services Inc., a Delaware corporation (hereinafter “MSCS”) and Wilmington Trust Company, a Delaware banking corporation, in its capacity as Subordination Agent on behalf of the Trustee under the Pass Through Trust Agreement dated as of the date hereof between Wilmington Trust Company and JetBlue Airways Corporation with respect to the JetBlue Airways Pass Through Trust, Series 2004—1G—1—O (hereinafter “Counterparty”)(such ISDA Master Agreement, together with each Confirmation exchanged between the parties pursuant thereto, hereinafter the “Agreement”), Morgan Stanley, a Delaware corporation (hereinafter “MS”), hereby irrevocably and unconditionally guarantees to Counterparty, with effect from the date of the Agreement, the due and punctual payment of all amounts payable by MSCS under the Agreement when the same shall become due and payable, whether on Scheduled Payment Date
Reference Number: KQAUSInterest Rate Cap Transaction Confirmation • March 31st, 2004 • Jetblue Airways Corp • Air transportation, scheduled • Hessen
The purpose of this letter agreement (this “Confirmation”) is to confirm the terms and conditions of the Interest Rate Cap Transaction entered into on the Trade Date referred to in Paragraph 2 below (the “Transaction”) between Morgan Stanley Capital Services Inc. (“Party A”) and Wilmington Trust Company in its capacity as Subordination Agent on behalf of the Trustee under the Pass Through Trust Agreement dated as of the date hereof between Wilmington Trust Company and JetBlue Airways Corporation, with respect to the JetBlue Airways Pass Through Trust, Series 2004–1C–O (“Party B”). This letter agreement constitutes a “Confirmation” as referred to in the ISDA Master Agreement specified below.
MBIA INSURANCE CORPORATION, as Policy Provider, JETBLUE AIRWAYS CORPORATION WILMINGTON TRUST COMPANY, not in its individual capacity but solely as Subordination Agent and WILMINGTON TRUST COMPANY, as Trustee under the JETBLUE AIRWAYS PASS THROUGH...Insurance and Indemnity Agreement • March 31st, 2004 • Jetblue Airways Corp • Air transportation, scheduled • New York
INSURANCE AND INDEMNITY AGREEMENT (as may be amended, modified or supplemented from time to time, this “Insurance Agreement”), dated as of March 24, 2004 (the “Closing Date”), by and among MBIA INSURANCE CORPORATION, as Policy Provider, JETBLUE AIRWAYS CORPORATION (“JetBlue”), WILMINGTON TRUST COMPANY, not in its individual capacity but solely as Subordination Agent (the “Subordination Agent”), and WILMINGTON TRUST COMPANY, as Class G-1 Trustee (the “Class G-1 Trustee”) and Class G-2 Trustee (the “Class G-2 Trustee” and, collectively with the Class G-1 Trustee, the “Class G Trustees” and each a “Class G Trustee”).
International Swaps and Derivatives Association, Inc. SCHEDULE to the Master Agreement dated as of March 24, 2004 betweenIsda Master Agreement • March 31st, 2004 • Jetblue Airways Corp • Air transportation, scheduled • New York
Morgan Stanley Capital Services Inc., a corporation organized under the laws of the State of Delaware (“Party A”) and Wilmington Trust Company, a Delaware banking corporation, in its capacity as Subordination Agent on behalf of the Trustee under the Pass Through Trust Agreement dated as of the date hereof between Wilmington Trust Company and JetBlue Airways Corporation with respect to the JetBlue Airways Pass Through Trust, Series 2004–1G–2–O (for purposes of this agreement only, the “Class G-2 Trust Agreement”) (“Party B”)
PARTICIPATION AGREEMENT [NXXXJB]Participation Agreement • March 31st, 2004 • Jetblue Airways Corp • Air transportation, scheduled
PARTICIPATION AGREEMENT [NXXXJB], dated as of [Date] (this “Agreement”), among (a) JETBLUE AIRWAYS CORPORATION, a Delaware corporation (“Owner”), (b) WILMINGTON TRUST COMPANY, a Delaware banking corporation, not in its individual capacity, except as expressly provided herein, but solely as Mortgagee (in its capacity as Mortgagee, “Mortgagee” and in its individual capacity, “WTC”), (c) WILMINGTON TRUST COMPANY, not in its individual capacity, except as expressly provided herein, but solely as Pass Through Trustee under each of the Pass Through Trust Agreements, (each, a “Pass Through Trustee”) and (d) WILMINGTON TRUST COMPANY, not in its individual capacity, except as expressly provided herein, but solely as Subordination Agent under the Intercreditor Agreement (“Subordination Agent”).
NOTE PURCHASE AGREEMENTNote Purchase Agreement • March 31st, 2004 • Jetblue Airways Corp • Air transportation, scheduled • New York
THIS NOTE PURCHASE AGREEMENT, dated as of March 24, 2004, among (i) JETBLUE AIRWAYS CORPORATION, a Delaware corporation (the “Company”), (ii) WILMINGTON TRUST COMPANY (“WTC”) a Delaware banking corporation, not in its individual capacity except as otherwise expressly provided herein, but solely as trustee (in such capacity together with its successors in such capacity, the “Pass Through Trustee”) under each of the three separate Pass Through Trust Agreements (as defined below); (iii) WILMINGTON TRUST COMPANY, a Delaware banking corporation, as subordination agent and trustee (in such capacity together with its successors in such capacity, the “Subordination Agent”) under the Intercreditor Agreement (as defined below), (iv) WILMINGTON TRUST COMPANY, a Delaware banking corporation, as Escrow Agent (in such capacity together with its successors in such capacity, the “Escrow Agent”), under each of the Escrow and Paying Agent Agreements (as defined below) and (v) WILMINGTON TRUST COMPANY, a
JETBLUE AIRWAYS CORPORATION Pass Through Certificates Series 2004-1 UNDERWRITING AGREEMENTUnderwriting Agreement • March 31st, 2004 • Jetblue Airways Corp • Air transportation, scheduled • New York
JetBlue Airways Corporation, a Delaware corporation (the “Company”), proposes that Wilmington Trust Company, a Delaware banking corporation, as pass through trustee (the “Trustee”) under the Class G-1 Trust, Class G-2 Trust and the Class C Trust (each as defined below), issue and sell to the several underwriters named in Schedule I hereto its pass through certificates in the aggregate face amounts and with the interest rates and final expected distribution dates set forth on Schedule II hereto (the “Offered Certificates”) on the terms and conditions stated herein.
INTERCREDITOR AGREEMENTIntercreditor Agreement • March 31st, 2004 • Jetblue Airways Corp • Air transportation, scheduled
INTERCREDITOR AGREEMENT dated as of March 24, 2004, among WILMINGTON TRUST COMPANY, a Delaware banking corporation (“WTC”), not in its individual capacity but solely as Trustee of each Trust (each as defined below); LANDESBANK HESSEN-THÜRINGEN GIROZENTRALE, a public-law banking institution organized under the laws of Germany, as Class G-1 Primary Liquidity Provider, Class G-2 Primary Liquidity Provider and Class C Primary Liquidity Provider; MORGAN STANLEY CAPITAL SERVICES INC., a corporation organized under the laws of the State of Delaware (“MSCS”), as Class G-1 Above-Cap Liquidity Provider, Class G-2 Above-Cap Liquidity Provider and Class C Above-Cap Liquidity Provider; MBIA INSURANCE CORPORATION, a New York stock insurance company, as Policy Provider; and WILMINGTON TRUST COMPANY, not in its individual capacity except as expressly set forth herein, but solely as Subordination Agent and trustee hereunder (in such capacity, together with any successor appointed pursuant to Article VI
International Swaps and Derivatives Association, Inc. SCHEDULE to the Master Agreement dated as of March 24, 2004 betweenIsda Schedule • March 31st, 2004 • Jetblue Airways Corp • Air transportation, scheduled • New York
Morgan Stanley Capital Services Inc., a corporation organized under the laws of the State of Delaware (“Party A”) and Wilmington Trust Company, a Delaware banking corporation, in its capacity as Subordination Agent on behalf of the Trustee under the Pass Through Trust Agreement dated as of the date hereof between Wilmington Trust Company and JetBlue Airways Corporation with respect to the JetBlue Airways Pass Through Trust, Series 2004–1G–1–O (for purposes of this agreement only, the “Class G-1 Trust Agreement”) (“Party B”)
Reference Number: KQAURInterest Rate Cap Transaction Confirmation • March 31st, 2004 • Jetblue Airways Corp • Air transportation, scheduled • Hessen
The purpose of this letter agreement (this “Confirmation”) is to confirm the terms and conditions of the Interest Rate Cap Transaction entered into on the Trade Date referred to in Paragraph 2 below (the “Transaction”) between Morgan Stanley Capital Services Inc. (“Party A”) and Wilmington Trust Company in its capacity as Subordination Agent on behalf of the Trustee under the Pass Through Trust Agreement dated as of the date hereof between Wilmington Trust Company and JetBlue Airways Corporation, with respect to the JetBlue Airways Pass Through Trust, Series 2004–1G–2–O (“Party B”). This letter agreement constitutes a “Confirmation” as referred to in the ISDA Master Agreement specified below.
JETBLUE AIRWAYS CORPORATION LEASE AYD-265Lease Agreement • March 31st, 2004 • Jetblue Airways Corp • Air transportation, scheduled
THIS AGREEMENT OF LEASE, made as of the 1st day of November, 2002 (which date is hereinafter called the “Effective Date”) by and between THE PORT AUTHORITY OF NEW YORK AND NEW JERSEY (hereinafter called the “Port Authority”), a body corporate and politic, established by Compact between the States of New Jersey and New York with the consent of the Congress of the United States of America, and having an office at 225 Park Avenue South, in the Borough of Manhattan, City, County and State of New York, and JETBLUE AIRWAYS CORPORATION (hereinafter called the “Lessee”), a corporation of the State of Delaware with an office and place of business at 118-29 Queens Boulevard, Forest Hills, New York 11375, whose representative is George Sauer.
Schedule 2Isda Master Agreement • March 31st, 2004 • Jetblue Airways Corp • Air transportation, scheduled
A separate ISDA Master Agreement substantially identical in all material respects to Exhibit 4.14 has been entered into with respect to the above-cap liquidity facilities provided on behalf of each of the JetBlue Airways Corporation Pass Through Trust 2004-1G-2-O and the JetBlue Airways Corporation Pass Through Trust 2004-1C-O. Those ISDA Master Agreements differ from Exhibit 4.14 as set forth below:
