ESCROW AND PAYING AGENT AGREEMENT (CLASS G - 1)Escrow and Paying Agent Agreement • November 16th, 2004 • Jetblue Airways Corp • Air transportation, scheduled • New York
ESCROW AND PAYING AGENT AGREEMENT (Class G-1) dated as of November 15, 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, CITIGROUP GLOBAL MARKETS INC. J.P. MORGAN SECURITIES INC. and HSBC 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 WILMINGTON TRUST COMPANY, a Delaware
TRUST INDENTURE AND MORTGAGE [NXXXJB]Trust Indenture and Mortgage • November 16th, 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 (2004-2G-1)Revolving Credit Agreement • November 16th, 2004 • Jetblue Airways Corp • Air transportation, scheduled • New York
This REVOLVING CREDIT AGREEMENT (2004-2G-1), dated as of November 15, 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 G-1 Trust (as defined below) (the “Borrower”), and LANDESBANK BADEN-WÜRTTEMBERG, a bank established in Germany as a public law institution with legal capacity (Rechtsfähige Anstalt des Öffentlichen Rechts) (“Primary Liquidity Provider”).
DEPOSIT AGREEMENT (CLASS G-1) dated as of November 15, 2004 between WILMINGTON TRUST COMPANY as Escrow Agent and HSH NORDBANK AG, ACTING THROUGH ITS NEW YORK BRANCH as DepositaryDeposit Agreement • November 16th, 2004 • Jetblue Airways Corp • Air transportation, scheduled • New York
DEPOSIT AGREEMENT (Class G-1) dated as of November 15, 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, ACTING THROUGH ITS 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 • November 16th, 2004 • Jetblue Airways Corp • Air transportation, scheduled • Delaware
THIS PASS THROUGH TRUST AGREEMENT, dated as of November 15, 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 2004-2G-1-O and the issuance of JetBlue Airways Pass Through Trust, Series 2004-2G-1-O Pass Through Certificates representing fractional undivided interests in the Trust.
ESCROW AND PAYING AGENT AGREEMENT (CLASS C)Escrow and Paying Agent Agreement • November 16th, 2004 • Jetblue Airways Corp • Air transportation, scheduled • New York
ESCROW AND PAYING AGENT AGREEMENT (Class C) dated as of November , 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, CITIGROUP GLOBAL MARKETS INC. J.P. MORGAN SECURITIES INC. and HSBC 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 WILMINGTON TRUST COMPANY, a Delaware bank
Reference Number:Interest Rate Cap Transaction Confirmation • November 16th, 2004 • Jetblue Airways Corp • Air transportation, scheduled • New York
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 Citibank, N.A. (“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 2004–2C–O (“Party B”). This letter agreement constitutes a “Confirmation” as referred to in the ISDA Master Agreement specified below.
International Swaps and Derivatives Association, Inc. SCHEDULE to the Master Agreement dated as of November 15, 2004 betweenIsda Master Agreement • November 16th, 2004 • Jetblue Airways Corp • Air transportation, scheduled • New York
Citibank, N.A., a national banking association duly organized and existing under the laws of the United States of America (“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 2004–2G–2–O (for purposes of this agreement only, the “Class G–2 Trust Agreement”) (“Party B”)
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 • November 16th, 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 November 15, 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”).
PARTICIPATION AGREEMENT [NXXXJB]Participation Agreement • November 16th, 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 • November 16th, 2004 • Jetblue Airways Corp • Air transportation, scheduled • New York
THIS NOTE PURCHASE AGREEMENT, dated as of November 15, 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
UNDERWRITING AGREEMENTUnderwriting Agreement • November 16th, 2004 • Jetblue Airways Corp • Air transportation, scheduled • New York
INTERCREDITOR AGREEMENTIntercreditor Agreement • November 16th, 2004 • Jetblue Airways Corp • Air transportation, scheduled
INTERCREDITOR AGREEMENT dated as of November 15, 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 BADEN WÜRTTEMBERG, a bank established in Germany as a public law institution with legal capacity (Rechtfähige Anstalt des Öffentlichen Rechts) (“LBBW”), as Class G-1 Primary Liquidity Provider, Class G-2 Primary Liquidity Provider and Class C Primary Liquidity Provider; CITIBANK, N.A., a national banking association duly organized and existing under the laws of the United States of America (“Citibank”), 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
Schedule 2Isda Master Agreement • November 16th, 2004 • Jetblue Airways Corp • Air transportation, scheduled
A separate ISDA Master Agreement substantially identical in all material respects to the ISDA Master Agreement filed as 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 2004-2G-2-O and the JetBlue Airways Corporation Pass Through Trust 2004-2C-O. Those ISDA Master Agreements differ from the ISDA Master Agreement filed as Exhibit 4.14 as set forth below:
International Swaps and Derivatives Association, Inc. SCHEDULE to the Master Agreement dated as of November 15, 2004 betweenIsda Schedule • November 16th, 2004 • Jetblue Airways Corp • Air transportation, scheduled • New York
Citibank, N.A., a national banking association duly organized and existing under the laws of the United States of America (“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 2004-2G–1–O (for purposes of this agreement only, the “Class G-1 Trust Agreement”) (“Party B”)
