Pass Through Trust Agreement

Table of Contents

EXHIBIT4.7

PASS THROUGHTRUST AGREEMENT

dated as of              ,        

between

JETBLUEAIRWAYS CORPORATION

and

WILMINGTON TRUSTCOMPANY,
as Trustee

JetBlue Airways PassThrough Trust, Series                
PassThrough Certificates, Series                 


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Reconciliation and tie between JetBlueAirways Pass Through Trust Agreement, Series         dated as of                              ,and the Trust Indenture Act of 1939. This reconciliation does notconstitute part of the Pass Through TrustAgreement.

TrustIndenture Act
of 1939 Section
Pass ThroughTrust
AgreementSection
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)(lastsentence) 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) 12.06


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TABLE OFCONTENTS

    Page
ARTICLEI     DEFINITIONS 2
Section1.01. Definitions 2
Section1.02. Compliance Certificates and Opinions 9
Section 1.03. Form of Documents Delivered toTrustee 9
Section 1.04. Directionsof Certificateholders 9
ARTICLEII    ORIGINAL ISSUANCE OF CERTIFICATES; ACQUISITION OF EQUIPMENTNOTES 10
Section 2.01. Issuance ofCertificates; Acquisition of Equipment Notes 10
Section 2.02. Withdrawal ofDeposits 11
Section 2.03. Acceptanceby Trustee 11
Section2.04. Limitation of Powers 11
ARTICLEIII    THE CERTIFICATES 12
Section3.01. Title, Form, Denomination and Execution ofCertificates 12
Section3.02. Restrictive Legends 12
Section 3.03. Authentication ofCertificates 13
Section3.04. Transfer and Exchange 13
Section 3.05. Global, Book-Entry and DefinitiveCertificates 14
Section3.06. [Intentionally Omitted.] 15
Section 3.07. Mutilated, Destroyed, Lost or StolenCertificates 15
Section3.08. Persons Deemed Owners 15
Section 3.09. Cancellation 16
Section 3.10. TemporaryCertificates 16
Section3.11. Limitation of Liability forPayments 16
Section 3.12. ERISALegend 16
ARTICLEIV    DISTRIBUTIONS; STATEMENTS TOCERTIFICATEHOLDERS 17
Section4.01. Certificate Account and Special PaymentsAccount 17
Section4.02. Distributions from Certificate Account and SpecialPayments Account 17
Section4.03. Statements to Certificateholders 18
Section 4.04. Investment of Special PaymentMoneys 19
ARTICLEV    THE COMPANY 19
Section5.01. Maintenance of Corporate Existence 19
Section 5.02. Consolidation, Merger,etc 19
ARTICLEVI    DEFAULT 20
Section6.01. Events of Default 20
Section6.02. Incidents of Sale of EquipmentNotes 22
Section 6.03. JudicialProceedings Instituted by Trustee; Trustee May BringSuit 22
Section 6.04. Control byCertificateholders 23
Section6.05. Waiver of Past Defaults 23
Section 6.06. Right of Certificateholders to ReceivePayments Not to Be Impaired 23
Section6.07. Certificateholders May Not Bring Suit Except UnderCertain Conditions 23
Section6.08. Remedies Cumulative 24
ARTICLEVII    THE TRUSTEE 24
Section7.01. Certain Duties and Responsibilities 24
Section 7.02. Notice of Defaults 24
Section 7.03. Certain Rights ofTrustee 25

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    Page
Section 7.04. NotResponsible for Recitals or Issuance ofCertificates 25
Section7.05. May Hold Certificates 25
Section 7.06. Money Held inTrust 26
Section 7.07. Compensationand Reimbursement 26
Section7.08. Corporate Trustee Required;Eligibility 27
Section7.09. Resignation and Removal; Appointment ofSuccessor 27
Section7.10. Acceptance of Appointment bySuccessor 28
Section 7.11. Merger,Conversion, Consolidation or Succession toBusiness 28
Section7.12. Maintenance of Agencies 28
Section 7.13. Money for Certificate Payments to BeHeld in Trust 29
Section7.14. Registration of Equipment Notes in Name of SubordinationAgent 29
Section7.15. Representations and Warranties ofTrustee 29
Section7.16. Withholding Taxes InformationReporting 30
Section7.17. Trustee’s Liens 31
Section 7.18. Preferential Collection ofClaims 31
ARTICLEVIII    CERTIFICATEHOLDERS’ LISTS AND REPORTS BYTRUSTEE 31
Section 8.01. TheCompany to Furnish Trustee with Names and Addresses ofCertificateholders 31
Section8.02. Preservation of Information Communications toCertificateholders 31
Section8.03. Reports by Trustee 31
Section8.04. Reports by the Company 31
ARTICLEIX    SUPPLEMENTAL AGREEMENTS 32
Section9.01. Supplemental Agreements Without Consent ofCertificateholders 32
Section9.02. Supplemental Agreements with Consent ofCertificateholders 33
Section9.03. Documents Affecting Immunity orIndemnity 34
Section9.04. Execution of SupplementalAgreements 34
Section 9.05. Effectof Supplemental Agreements 34
Section9.06. Conformity with Trust Indenture Act 34
Section 9.07. Reference in Certificates toSupplemental Agreements 34
ARTICLEX    AMENDMENTS TO INDENTURES AND FINANCINGDOCUMENTS 34
Section10.01. Amendments and Supplements to Indentures and FinancingDocuments 34
ARTICLEXI    TERMINATION OF TRUST 35
Section11.01. Termination of the Trust 35
ARTICLEXII    MISCELLANEOUS PROVISIONS 37
Section 12.01. Limitation on Rights ofCertificateholders 37
Section12.02. Certificates Nonassessable and FullyPaid 37
Section12.03. Notices 37
Section12.04. Governing Law 38
Section12.05. Severability of Provisions 38
Section 12.06. Trust Indenture ActControls 38
Section 12.07. Effectof Headings and Table of Contents 38
Section 12.08. Successors andAssigns 38
Section 12.09. Benefitsof Agreement 38
Section12.10. Legal Holidays 38
Section12.11. Counterparts 38
Section12.12. Intention ofParties 38

Exhibit A –Form of Certificate
Exhibit B – Form of Assignment andAssumption Agreement
Exhibit C – Form of Notice toWithholding Agent

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PASS THROUGH TRUSTAGREEMENT

THIS PASS THROUGH TRUST AGREEMENT, dated as of___________,____ (the‘‘Agreement’’), between JETBLUEAIRWAYS CORPORATION, a Delaware corporation, and WILMINGTONTRUST COMPANY, as Trustee, is made with respect to the formation ofJetBlue Airways Pass Through Trust, Series________ andthe issuance of JetBlue Airways Pass Through Trust, Series________ PassThrough Certificates representing fractional undivided interests in theTrust.

WITNESSETH:

WHEREAS, the Company has obtained commitments from________ forthe delivery of_____________________aircraft (collectively, the‘‘Aircraft’’);

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

WHEREAS, in the case ofeach Aircraft, the Company will issue pursuant to an Indenture, on arecourse basis, three series of Equipment Notes to finance or refinancea portion of the purchase price of such Aircraft;

WHEREAS, the Trustee, upon execution and delivery of thisAgreement, hereby declares the creation of the Trust for the benefit ofthe Certificateholders, as the grantors of the Trust, by theirrespective acceptances of the Certificates, join in the creation ofthis Trust with the Trustee;

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

WHEREAS, the Escrow Agent and the Underwriters havecontemporaneously herewith entered into an Escrow Agreement with theEscrow Paying Agent pursuant to which the Underwriters have deliveredto the Escrow Agent the proceeds from the sale of the Certificates andhave irrevocably instructed the Escrow Agent to withdraw and pay fundsfrom such proceeds upon request and proper certification by the Trusteeto purchase Equipment Notes;

WHEREAS, the Escrow Agent onbehalf of the Certificateholders has contemporaneously herewith enteredinto a Deposit Agreement with the Depositary under which the Depositsreferred to therein will be made and from which it will withdraw fundsto allow the Trustee to purchase Equipment Notes from time to timeprior to the Delivery Period Termination Date;

WHEREAS,pursuant to the terms and conditions of this Agreement and the NotePurchase Agreement, upon or following delivery of an Aircraft, theTrustee on behalf of the Trust, using funds withdrawn under the EscrowAgreement, may purchase an Equipment Note having the same interest rateas, and final legal distribution date not later than the final RegularDistribution Date of, the Certificates issued hereunder and shall holdsuch Equipment Note in trust for the benefit of theCertificateholders;

WHEREAS, to facilitate the sale ofEquipment Notes to, and the purchase of Equipment Notes by, the Trusteeon behalf of the Trust, the Company has duly authorized the executionand delivery of this Agreement as the‘‘issuer’’, as such term is defined inand solely for purposes of the Securities Act, of the Certificates tobe issued pursuant hereto and as the‘‘obligor’’, as such term is defined inand solely for purposes of the Trust Indenture Act of 1939, as amended,with respect to all such Certificates and is undertaking to performcertain administrative and ministerial duties hereunder and is alsoundertaking to pay the ongoing fees and expenses of the Trustee;

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

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

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

ARTICLE I

DEFINITIONS

Section1.01.    Definitions.    For all purposes of thisAgreement, except as otherwise expressly provided or unless the contextotherwise requires:

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

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

(3)    all references in this Agreement todesignated ‘‘Articles’’,‘‘Sections’’,‘‘Subsections’’ and other subdivisions are tothe designated Articles, Sections, Subsections and other subdivisionsof this Agreement;

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

(5)    unless the context otherwise requires,whenever the words ‘‘including’’,‘‘include’’ or‘‘includes’’ are used herein, it shall bedeemed to be followed by the phrase ‘‘withoutlimitation’’.

‘‘Above-CapLiquidity Facility’’ means, initially, the ISDAMaster Agreement, dated as of the date hereof, between theSubordination Agent, as agent and trustee for the Class______ Trust, and the initialClass __ Above-Cap Liquidity Provider, togetherwith the Schedule and Confirmation attached thereto, relating to theClass __ Certificates, and, from and afterreplacement of such ISDA Master Agreement pursuant to the IntercreditorAgreement, the Replacement Above-Cap Liquidity Facility (as defined inthe Intercreditor Agreement) therefor, if any, in each case as amended,supplemented or otherwise modified from time to time in accordance withits terms.

‘‘Above-Cap LiquidityProvider’’ means_________________or any Replacement Above-Cap Liquidity Provider which has issued aReplacement Above-Cap Liquidity Facility (each as defined in theIntercreditor Agreement) to replace the Class __Above-Cap Liquidity Facility pursuant to Section__ of the Intercreditor Agreement.

‘‘Affiliate’’ means, withrespect to any specified Person, any other Person directly orindirectly controlling or controlled by or under direct or indirectcommon control with such Person. For the purposes of this definition,‘‘control’’ means the power, directly orindirectly, to direct the management and policies of such Person,whether through the ownership of voting securities or by contract orotherwise, and the terms ‘‘controlling’’ and‘‘controlled’’ have meanings correlative to theforegoing.

‘‘AgentMembers’’ means members of, or participants in,DTC.

‘‘Agreement’’ hasthe meaning specified in the initial paragraph hereto.

‘‘Aircraft’’ has the meaningspecified in the Note Purchase Agreement.

‘‘Aircraft PurchaseAgreement’’ has the meaning specified in the NotePurchase Agreement.

‘‘Applicable FundingDate’’ has the meaning specified in Section2.01(b).

‘‘Applicable ParticipationAgreement’’ has the meaning specified inSection 2.01(b).

‘‘Assignment andAssumption Agreement’’ means the assignment andassumption agreement substantially in the form of Exhibit Bhereto to be executed and delivered in accordance with Section11.01.

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‘‘AuthorizedAgent’’ means any Paying Agent or Registrar forthe Certificates.

‘‘AvoidableTax’’ 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 reimbursementfrom the Trust Property, and (ii) which would be avoided if theTrustee were located in another state, or jurisdiction within a state,within the United States. A tax shall not be an Avoidable Tax if theCompany shall agree to pay, and shall pay, such tax.

‘‘Book-Entry Certificate’’means, with respect to the Global Certificate, a beneficial interest inthe Global Certificate, ownership and transfers of which shall be madethrough book entries as described in Section 3.05.

‘‘Business Day’’ means anyday other than a Saturday, a Sunday or a day on which commercial banksare required or authorized to close in Darien, Connecticut, New York,New York, Wilmington, Delaware or, so long as any Certificate isoutstanding, the city and state in which the Trustee or any LoanTrustee maintains its Corporate Trust Office or receives and disbursesfunds.

‘‘Certificate’’means any one of the certificates executed and authenticated by theTrustee, substantially in the form of Exhibit A hereto.

‘‘Certificate Account’’means the account or accounts created and maintained pursuant toSection 4.01(a).

‘‘CertificateOwner’’ means, with respect to the Certificates,for purposes of Section 3.05, a Person who owns a Book-EntryCertificate.

‘‘Certificateholder orHolder’’ means the Person in whose name aCertificate is registered in the Register.

‘‘Class        Certificate’’ has the meaningspecified in the Intercreditor Agreement.

‘‘Class        Certificateholder’’ means, at anytime, any holder of one or more pass through certificates issued by theJetBlue Airways Pass Through Trust, Series__________.

‘‘Class        Certificate’’ has the meaningspecified in the Intercreditor Agreement.

‘‘Class        Certificateholder’’ means, at anytime, any holder of one or more pass through certificates issued by theJetBlue Airways Pass Through Trust, Series__________.

‘‘Clearing Agency’’ means anorganization registered as a ‘‘clearingagency’’ pursuant to Section 17A of the ExchangeAct.

‘‘Clearing AgencyParticipant’’ means a broker, dealer, bank, otherfinancial institution or other Person for whom from time to time aClearing Agency effects, directly or indirectly, book-entry transfersand pledges of securities deposited with the Clearing Agency.

‘‘Code’’ means the InternalRevenue Code of 1986, as amended from time to time, and the TreasuryRegulations promulgated thereunder.

‘‘Company’’ means JetBlueAirways Corporation, a Delaware corporation, or its successor ininterest pursuant to Section 5.02, or (only in the context ofprovisions hereof, if any, where such reference is required forpurposes of compliance with the Trust Indenture Act) any other‘‘obligor’’ (within the meaning of the TrustIndenture Act) with respect to the Certificates.

‘‘Controlling Party’’ hasthe meaning specified in the Intercreditor Agreement.

‘‘Corporate Trust Office’’with respect to the Trustee or any Loan Trustee, means the office ofsuch trustee in the city at which at any particular time its corporatetrust business shall be principally administered.

‘‘Cut-off Date’’ means theearlier 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.

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‘‘Delivery PeriodTermination Date’’ means the earlier of (a)_____________,or, if the Equipment Notes relating to all of the Aircraft (orSubstitute Aircraft in lieu thereof) have not been purchased by theTrustee and the Other Trustees on or prior to such date due to anyreason beyond the control of the Company and not occasioned by theCompany’s fault or negligence,_____________and (b) the date on which Equipment Notes issued with respect toall of the Aircraft (or Substitute Aircraft in lieu thereof) have beenpurchased by the Trustee and the Other Trustees in accordance with theNote Purchase Agreement.

‘‘Deposits’’ has the meaningspecified in the Deposit Agreement.

‘‘DepositAgreement’’ means the Deposit Agreement dated asof_________________relating to the Certificates between the Depositary and the EscrowAgent, as the same may be amended, supplemented or otherwise modifiedfrom time to time in accordance with its terms.

‘‘Depositary’’ means_______________________________________.

‘‘Direction’’ has themeaning specified in Section 1.04(a).

‘‘Distribution Date’’ meansany Regular Distribution Date or Special Distribution Date as thecontext requires.

‘‘DTC’’ means The DepositoryTrust Company, its nominees and their respective successors.

‘‘Equipment Notes’’ meansthe equipment notes issued under the Indentures.

‘‘ERISA’’ means EmployeeRetirement Income Security Act of 1974, as amended from time totime.

‘‘Escrow Agent’’means, initially, Wilmington Trust Company.

‘‘Escrow Agreement’’ meansthe Escrow and Paying Agent Agreement dated as of___________,____ relating to the Certificates, amongthe Escrow Agent, the Escrow Paying Agent, the Trustee and theUnderwriters, as the same may be amended, supplemented or otherwisemodified 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 thereceipt substantially in the form annexed to the Escrow Agreementrepresenting a fractional undivided interest in the funds held inescrow thereunder.

‘‘Event ofDefault’’ means an Indenture Default under anyIndenture pursuant to which Equipment Notes held by the Trust wereissued.

‘‘Exchange Act’’means the United States Securities Exchange Act of 1934, as amendedfrom time to time, or any successor thereto.

‘‘Final Legal DistributionDate’’ means___________,____.

‘‘FinalWithdrawal’’ has the meaning specified in theEscrow Agreement.

‘‘Final WithdrawalDate’’ has the meaning specified in the EscrowAgreement.

‘‘Final WithdrawalNotice’’ has the meaning specified inSection 2.02.

‘‘FinancingDocuments’’ with respect to any Equipment Note,means the Indenture and the Participation Agreement relating to suchEquipment Note.

‘‘Fractional UndividedInterest’’ means the fractional undivided interestin the Trust that is evidenced by a Certificate relating to suchTrust.

‘‘Funding Date’’has the meaning specified in the Note Purchase Agreement.

‘‘Funding Notice’’ has themeaning specified in the Note Purchase Agreement.

‘‘Global Certificates’’means certificates representing the Book-Entry Certificate delivered toand held by a Clearing Agency or its nominee.

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‘‘Indenture’’means each of the separate trust indentures and mortgages relating tothe Aircraft, each as specified or described in a Funding Noticedelivered pursuant to the Note Purchase Agreement or the relatedParticipation Agreement, in each case as the same may be amended,supplemented or otherwise modified from time to time in accordance withits terms.

‘‘IndentureDefault’’ with respect to any Indenture, means anyEvent 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 theCertificates issued under (and as defined in) the Other Pass ThroughTrust Agreements, the Policy Provider, and Wilmington Trust Company, asSubordination Agent and as trustee thereunder, as amended, supplementedor otherwise modified from time to time in accordance with itsterms.

‘‘Investors’’means the Underwriters together with all subsequent beneficial ownersof the Certificates.

‘‘IssuanceDate’’ means the date of the original issuance ofthe Certificates.

‘‘Letter ofRepresentations’’ means, with respect to theCertificates, an agreement between the Company, the Trustee and theinitial Clearing Agency substantially in the form attached as anexhibit hereto, as such letter may be modified or supplemented, or anysuccessor letter thereto.

‘‘LiquidityFacilities’’ means the Primary Liquidity Facilityand the Above-Cap Liquidity Facility.

‘‘Liquidity Providers’’means the Primary Liquidity Provider and the Above-Cap LiquidityProvider.

‘‘LoanTrustee’’ with respect to any Equipment Note orthe Indenture applicable thereto, means the bank or trust companydesignated as trustee under such Indenture, together with any successorto 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 onbehalf of the Trust, as the same may be amended, supplemented orotherwise modified from time to time, in accordance with its terms.

‘‘Notice of PurchaseWithdrawal’’ has the meaning specified in theDeposit Agreement.

‘‘Officer’sCertificate’’ means a certificate signed(a) in the case of the Company, by any Vice President or moresenior officer of the Company or, (b) in the case of a LoanTrustee, a Responsible Officer of such Loan Trustee, as the case maybe.

‘‘Opinion ofCounsel’’ means a written opinion of legal counselwho (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 reasonablyacceptable to the Trustee and (b) in the case of counsel for anyLoan Trustee may be such counsel as may be designated by any of themwhether or not such counsel is an employee of any of them, and whoshall be reasonably acceptable to the Trustee.

‘‘Other Pass Through TrustAgreements’’ means the other JetBlue Airways________ PassThrough Trust Agreements relating to the JetBlue Airways Pass ThroughTrust, Series________ andthe JetBlue Airways Pass Through Trust, Series________, eachdated the date hereof.

‘‘OtherTrustee’’ means each trustee under the Other PassThrough Trust Agreements, and any successor or other trustee appointedas provided therein.

‘‘OtherTrusts’’ means the JetBlue Airways Pass ThroughTrust, Series________ andJetBlue Airways Pass Through Trust, Series________ eachcreated on the date hereof.

‘‘Outstanding’’ when usedwith respect to Certificates, means, as of the date of determination,all Certificates theretofore authenticated and delivered under thisAgreement, except:

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(i)    Certificatestheretofore canceled by the Registrar or delivered to the Trustee orthe Registrar for cancellation;

(ii)    Certificates for which money in the fullamount required to make the final distribution with respect to suchCertificates pursuant to Section 11.01 hereof has beentheretofore deposited with the Trustee in trust for the Holders of suchCertificates as provided in Section 4.01 pending distribution ofsuch money to such Certificateholders pursuant to payment of such finaldistribution; and

(iii)    Certificates inexchange for or in lieu of which other Certificates have beenauthenticated and delivered pursuant to this Agreement.

‘‘Participation Agreement’’means each Participation Agreement to be entered into by the Trusteepursuant to the Note Purchase Agreement, as the same may be amended,supplemented or otherwise modified in accordance with its terms.

‘‘Paying Agent’’ means thepaying agent maintained and appointed for the Certificates pursuant toSection 7.12.

‘‘PermittedInvestments’’ means obligations of the UnitedStates of America or agencies or instrumentalities thereof for thepayment of which the full faith and credit of the United States ofAmerica is pledged, maturing in not more than 60 days after the date ofacquisition thereof or such lesser time as is required for thedistribution of any Special Payments on a Special DistributionDate.

‘‘Person’’ meansany person, including any individual, corporation, limited liabilitycompany, partnership, joint venture, association, joint-stock company,trust, trustee, unincorporated organization, or government or anyagency or political subdivision thereof.

‘‘Policy’’ has the meaningspecified in the Intercreditor Agreement.

‘‘Policy Provider’’ has themeaning specified in the Intercreditor Agreement.

‘‘Policy ProviderAgreement’’ has the meaning specified in theIntercreditor Agreement.

‘‘Policy ProviderAmounts’’ has the meaning specified in theIntercreditor Agreement.

‘‘Policy ProviderDefault’’ has the meaning specified in theIntercreditor Agreement.

‘‘PoolBalance’’ means, as of any date, (i) theoriginal aggregate face amount of the Certificates less (ii) theaggregate amount of all payments made in respect of such Certificatesother than payments made in respect of interest, Break Amount orpremium thereon or reimbursement of any costs or expenses incurred inconnection therewith. The Pool Balance as of any Distribution Dateshall be computed after giving effect to the payment of principal, ifany, on the Equipment Notes or other Trust Property held in such Trustand the distribution thereof to be made on such Distribution Date andthe distribution of the Final Withdrawal to be made on suchDistribution Date.

‘‘PoolFactor’’ 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 aggregateface amount of the Certificates. The Pool Factor as of any DistributionDate shall be computed after giving effect to the payment of principal,if any, on the Equipment Notes or other Trust Property and thedistribution thereof to be made on such Distribution Date and thedistribution of the Final Withdrawal to be made on such DistributionDate.

‘‘Primary LiquidityFacility’’ means, initially, the Revolving CreditAgreement dated as of_______________relating to the Certificates, between the Primary Liquidity Providerand the Subordination Agent, as agent and trustee for the Trustee, and,from and after the replacement of such Agreement pursuant to theIntercreditor Agreement, the Replacement Primary Liquidity Facility (asdefined in the Intercreditor Agreement) therefor, if any, in each caseas amended, supplemented or otherwise modified from time to time inaccordance with their respective terms.

‘‘Primary LiquidityProvider’’ means, initially,____________________or any Replacement Primary Liquidity Provider which has issued aReplacement Primary Liquidity Facility (each as

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defined in the Intercreditor Agreement) toreplace the Class ____ PrimaryLiquidity Facility pursuant to Section_____ or_____ of the IntercreditorAgreement.

‘‘Prospectus’’ means theprospectus dated________________,____, as supplemented by the prospectussupplement dated________________,____, relating to the offer and sale of theCertificates and the certificates issued under the Other Pass ThroughTrust Agreements.

‘‘PTC Event ofDefault’’ means any failure to pay within tenBusiness Days of the due date thereof: (i) the outstanding PoolBalance on the Final Legal Distribution Date (unless the SubordinationAgent shall have made a drawing under the Policy in an aggregate amountsufficient to pay the outstanding Pool Balance and shall havedistributed such amount to the Trustee) or (ii) interest due onthe Certificates on any Distribution Date (unless the SubordinationAgent shall have made an Interest Drawing or Drawings (as defined inthe Intercreditor Agreement), a withdrawal or withdrawals pursuant toSection ____ of the IntercreditorAgreement, or a drawing under the Policy, with respect thereto in anaggregate amount sufficient to pay such interest and shall havedistributed such amount to the Trustee).

‘‘Record Date’’ means(i) for Scheduled Payments to be distributed on any RegularDistribution Date, other than the final distribution,___________,___________,___________or___________(whether or not a Business Day) immediately preceding such RegularDistribution Date, and (ii) for Special Payments to bedistributed on any Special Distribution Date, other than the finaldistribution, the _____ day (whetheror not a Business Day) preceding such Special Distribution Date.

‘‘Register and Registrar’’mean the register maintained and the registrar appointed pursuant toSections 3.04 and 7.12.

‘‘RegularDistribution Date’’ with respect to distributionsof Scheduled Payments in respect of the Certificates, means each datedesignated as a Regular Distribution Date in the Certificates issuedpursuant to this Agreement, until payment of all the Scheduled Paymentsto be made under the Equipment Notes held in the Trust have been made;provided, however, that, if any such day shall not bea Business Day, the related distribution shall be made on the nextsucceeding Business Day.

‘‘Related PassThrough Trust Agreement’’ means the Pass ThroughTrust Agreement relating to the JetBlue Airways Pass Through Trust,Series___________,dated the date hereof, between the Company and the institution actingas trustee thereunder, which agreement becomes effective upon theexecution and delivery of the Assignment and Assumption Agreementpursuant to Section 11.01.

‘‘RelatedTrust’’ means the JetBlue Airways Pass ThroughTrust, Series___________,formed under the Related Pass Through Trust Agreement.

‘‘Related Trustee’’ meansthe trustee under the Related Pass Through Trust Agreement.

‘‘Responsible Officer’’ withrespect to the Trustee and any Loan Trustee, means any officer in theCorporate Trust Office of the Trustee, Loan Trustee or any otherofficer customarily performing functions similar to those performed bythe persons who at the time shall be such officers, respectively, or towhom any corporate trust matter is referred because of his knowledge ofand familiarity with a particular subject.

‘‘Scheduled Payment’’ withrespect to any Equipment Note, means (i) any payment ofprincipal or interest on or in respect of such Equipment Note (otherthan any such payment which is not in fact received by theSubordination Agent within ten Business Days of the date on which suchpayment is scheduled to be made) due from the obligor thereon or(ii) any payment of interest on the Certificates with fundsdrawn under any Liquidity Facility or any payment of interest on orprincipal of the Certificates with funds drawn under the Policy, whichpayment in any such case represents the installment of principal at thestated maturity of such installment of principal on such EquipmentNote, the payment of regularly scheduled interest accrued on the unpaidprincipal amount of such Equipment Note, or both; providedthat any payment of principal, premium, if any, or interest resultingfrom the redemption or purchase of any Equipment Note shall notconstitute a Scheduled Payment.

‘‘SEC’’ means the Securitiesand Exchange Commission, as from time to time constituted or createdunder the United States Securities Exchange Act of 1934, as amended,or, if at any time after

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the execution of this instrument suchCommission is not existing and performing the duties now assigned to itunder the Trust Indenture Act, then the body performing such duties onsuch date.

‘‘SecuritiesAct’’ means the United States Securities Act of1933, as amended from time to time, or any successor thereto.

‘‘Special DistributionDate’’ means each date on which a Special Paymentis 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 BusinessDay.

‘‘Special Payment’’means any payment (other than a Scheduled Payment) in respect of, orany proceeds of, any Equipment Note or Collateral (as defined in eachIndenture) or Special Redemption Premium.

‘‘Special Payments Account’’means the account or accounts created and maintained pursuant toSection 4.01(b).

‘‘Special RedemptionPremium’’ means the premium payable by the Companyin respect of the Final Withdrawal pursuant to the Note PurchaseAgreement.

‘‘SubordinationAgent’’ has the meaning specified in theIntercreditor Agreement.

‘‘SubstituteAircraft’’ has the meaning specified in the NotePurchase Agreement.

‘‘Tax’’ means all license,recording, documentary, registration and other similar fees and alltaxes, levies, imposts, duties, charges, assessments or withholdings ofany nature whatsoever imposed by any Taxing Authority, together withany penalties, additions to tax, fines or interest thereon or additionsthereto.

‘‘TaxingAuthority’’ means any federal, state or localgovernment or other taxing authority in the United States, any foreigngovernment or any political subdivision or taxing authority thereof,any international taxing authority or any territory or possession ofthe United States or any taxing authority thereof.

‘‘Transfer Date’’ has themeaning specified in Section 11.01.

‘‘Triggering Event’’ has themeaning assigned to such term in the Intercreditor Agreement.

‘‘Trust’’ means the trustcreated by this Agreement, the estate of which consists of the TrustProperty.

‘‘Trust IndentureAct’’ means the United States Trust Indenture Actof 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 paidthereon and all monies due and to become due thereunder, (ii)funds from time to time deposited in the Certificate Account and theSpecial Payments Account and, subject to the Intercreditor Agreement,any proceeds from the sale by the Trustee pursuant to Article VIhereof of any Equipment Note and (iii) all rights of the Trustand the Trustee, on behalf of the Trust, under the IntercreditorAgreement, the Escrow Agreement, the Note Purchase Agreement, thePolicy and the Liquidity Facilities, including, without limitation, allrights to receive certain payments thereunder, and all monies paid tothe Trustee on behalf of the Trust pursuant to the IntercreditorAgreement, the Policy or the Liquidity Facilities, providedthat rights with respect to the Deposits or under the Escrow Agreement,except for the right to direct withdrawals for the purchase ofEquipment Notes to be held herein, will not constitute TrustProperty.

‘‘Trustee’’means Wilmington Trust Company, or its successor in interest, and anysuccessor or other trustee appointed as provided herein.

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

‘‘Underwriters’’ means theseveral underwriters listed as such in the Underwriting Agreement.

‘‘Underwriting Agreement’’means the Underwriting Agreement dated_________,____ among the Underwriters and theCompany, as the same may be amended, supplemented or otherwise modifiedfrom time to time in accordance with its terms.

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‘‘UnindemnifiedTax’’ means (i) any Tax imposed on the netincome, net worth or capital, or any franchise Tax or similar doingbusiness Tax, of the Trustee, (ii) any withholding Tax imposedby the United States (including, without limitation, any withholdingTax imposed by the United States which is imposed or increased as aresult of the Trustee failing to deliver to the Company any certificateor document necessary to establish that payments under this Agreementare exempt from withholding Tax), and (iii) any AvoidableTax.

Section 1.02.    Compliance Certificates andOpinions. Upon any application or request (except with respect tomatters set forth in Article II) by the Company, any LoanTrustee to the Trustee to take any action under any provision of thisAgreement, the Company, such Loan Trustee, as the case may be, shallfurnish to the Trustee (i) an Officer’s Certificatestating that, in the opinion of the signers, all conditions precedent,if any, provided for in this Agreement relating to the proposed actionhave been complied with and (ii) an Opinion of Counsel statingthat in the opinion of such counsel all such conditions precedent, ifany, have been complied with, except that in the case of any suchapplication or request as to which the furnishing of such documents isspecifically required by any provision of this Agreement relating tosuch particular application or request, no additional certificate oropinion need be furnished.

Every certificate or opinion withrespect to compliance with a condition or covenant provided for in thisAgreement (other than a certificate provided pursuant to Section8.04(d)) shall include:

(1)a statement thateach individual signing such certificate or opinion has read suchcovenant or condition and the definitions in this Agreement relatingthereto;

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

(3)a statement that, in the opinion of each suchindividual, he has made such examination or investigation as isnecessary to enable him to express an informed opinion as to whether ornot such covenant or condition has been complied with; and

(4)a statement as to whether, in the opinion ofeach such individual, such condition or covenant has been compliedwith.

Section 1.03.    Form of Documents Deliveredto Trustee. In any case where several matters are required to becertified by, or covered by an opinion of, any specified Person, it isnot necessary that all such matters be certified by, or covered by theopinion of, only one such Person, or that they be so certified orcovered by only one document, but one such Person may certify or givean opinion with respect to some matters and one or more other suchPersons as to other matters and any such Person may certify or give anopinion as to such matters in one or several documents.

Whereany Person is required to make, give or execute two or moreapplications, requests, consents, certificates, statements, opinions orother instruments under this Agreement or, in respect of theCertificates, this Agreement, they may, but need not, be consolidatedand form one instrument.

Section1.04.    Directions of Certificateholders. (a) Anydirection, consent, request, demand, authorization, notice, waiver orother action provided by this Agreement to be given or taken byCertificateholders (a ‘‘Direction’’) maybe embodied in and evidenced by one or more instruments ofsubstantially similar tenor signed by such Certificateholders in personor by an agent or proxy duly appointed in writing; and, except asherein otherwise expressly provided, such action shall become effectivewhen such instrument or instruments are delivered to the Trustee and,where it is hereby expressly required pursuant to this Agreement, tothe Company or any Loan Trustee. Proof of execution of any suchinstrument or of a writing appointing any such agent or proxy shall besufficient for any purpose of this Agreement and conclusive in favor ofthe Trustee, the Company and any Loan Trustee, if made in the mannerprovided in this Section.

(b)    The fact and date of theexecution by any Person of any such instrument or writing may be provedby the certificate of any notary public or other officer of anyjurisdiction authorized to take acknowledgments of deeds or administeroaths that the Person executing such instrument acknowledged to him theexecution thereof, or by an affidavit of a witness to such executionsworn to

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before any such notary or such other officerand where such execution is by an officer of a corporation orassociation or a member of a partnership, on behalf of suchcorporation, association or partnership, such certificate or affidavitshall also constitute sufficient proof of his authority. The fact anddate of the execution of any such instrument or writing, or theauthority of the Person executing the same, may also be proved in anyother reasonable manner which the Trustee deems sufficient.

(c)    In determining whether the Certificateholders of therequisite Fractional Undivided Interests of Certificates Outstandinghave given any Direction under this Agreement, Certificates owned bythe Company or any Affiliate thereof shall be disregarded and deemednot to be Outstanding for purposes of any such determination. Indetermining whether the Trustee shall be protected in relying upon anysuch Direction, only Certificates which the Trustee knows to be soowned shall be so disregarded. Notwithstanding the foregoing,(i) if any such Person owns 100% of the CertificatesOutstanding, such Certificates shall not be so disregarded, and(ii) if any amount of Certificates so owned by any such Personhave been pledged in good faith, such Certificates shall not bedisregarded if the pledgee establishes to the satisfaction of theTrustee the pledgee’s right so to act with respect to suchCertificates and that the pledgee is not the Company or any Affiliatethereof.

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

(e)    The Company may at its option, by delivery of anOfficer’s Certificate to the Trustee, set a record date todetermine the Certificateholders entitled to give any Direction.Notwithstanding Section 316(c) of the Trust Indenture Act, suchrecord date shall be the record date specified in such Officer’sCertificate, which shall be a date not more than 30 days prior to thefirst solicitation of Certificateholders in connection therewith. Ifsuch a record date is fixed, such Direction may be given before orafter such record date, but only the Certificateholders of record atthe close of business on such record date shall be deemed to beCertificateholders for the purposes of determining whetherCertificateholders of the requisite proportion of OutstandingCertificates have authorized or agreed or consented to such Direction,and for that purpose the Outstanding Certificates shall be computed asof such record date; provided that no such Direction by theCertificateholders on such record date shall be deemed effective unlessit shall become effective pursuant to the provisions of this Agreementnot later than one year after such record date.

(f)    AnyDirection by the Holder of any Certificate shall bind the Holder ofevery Certificate issued upon the transfer thereof or in exchangetherefor or in lieu thereof, whether or not notation of such Directionis made upon such Certificate.

(g)    Except as otherwiseprovided in Section 1.04(c), Certificates owned by or pledged toany Person shall have an equal and proportionate benefit under theprovisions of this Agreement, without preference, priority ordistinction as among all of the Certificates.

ARTICLE II

ORIGINAL ISSUANCE OFCERTIFICATES;
ACQUISITION OF EQUIPMENT NOTES

Section2.01.    Issuance of Certificates; Acquisition of EquipmentNotes.    (a) The Trustee is hereby directed (i) toexecute and deliver the Intercreditor Agreement, the Escrow Agreement,the Policy Provider Agreement and the Note Purchase Agreement on orprior to the Issuance Date, each in the form delivered to the Trusteeby the Company and (ii) subject to the respective terms thereof,to perform its obligations thereunder. Upon request of the Company andthe satisfaction or waiver of the closing conditions specified in theUnderwriting Agreement, the Trustee shall execute, deliver,authenticate, issue and sell Certificates in authorized denominationsequaling in the aggregate the amount set forth, with respect to theTrust, in Schedule ___ to the UnderwritingAgreement evidencing the entire ownership interest in the Trust, whichamount equals the maximum aggregate principal amount of Equipment Noteswhich may be purchased by the Trustee pursuant to the Note PurchaseAgreement. Except as provided in Sections 3.04, 3.05, 3.07 and3.10 hereof, the Trustee shall not execute, authenticate or deliverCertificates in excess of the aggregate amount specified in thisparagraph.

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(b)    On or after the Issuance Date,the Company may deliver from time to time to the Trustee a FundingNotice relating to one or more Equipment Notes. After receipt of aFunding Notice and in any case no later than one Business Day prior toa Funding Date as to which such Funding Notice relates (the‘‘Applicable Funding Date’’) (or, if theIssuance Date is an Applicable Funding Date, on the Issuance Date), theTrustee shall (as and when specified in the Funding Notice) instructthe Escrow Agent to provide a Notice of Purchase Withdrawal to theDepositary requesting (A) the withdrawal of one or more Depositson the Applicable Funding Date in accordance with and to the extentpermitted by the terms of the Escrow Agreement and the DepositAgreement and (B) the payment of all, or a portion, of suchDeposit or Deposits in an amount equal in the aggregate to the purchaseprice of such Equipment Notes to or on behalf of the Company, as thecase may be, issuing such Equipment Notes, all as shall be described inthe Funding Notice; provided that, if the Issuance Date is anApplicable Funding Date, such purchase price shall be paid from aportion of the proceeds of the sale of the Certificates. The Trusteeshall (as and when specified in such Funding Notice), subject to theconditions set forth in Section ___ of theNote Purchase Agreement, enter into and perform its obligations underthe Participation Agreement specified in such Funding Notice (the‘‘Applicable Participation Agreement’’)and cause such certificates, documents and legal opinions relating tothe Trustee to be duly delivered as required by the ApplicableParticipation Agreement. If at any time prior to the Applicable FundingDate, the Trustee receives a notice of postponement pursuant toSection ___ of the Note Purchase Agreement,then the Trustee shall give the Depositary (with a copy to the EscrowAgent) a notice of cancellation of such Notice of Purchase Withdrawalrelating to such Deposit or Deposits on such Applicable Funding Date.Upon satisfaction of the conditions specified in the Note PurchaseAgreement and the Applicable Participation Agreement, the Trustee shallpurchase the applicable Equipment Notes with the proceeds of thewithdrawals of one or more Deposits made on the Applicable Funding Datein accordance with the terms of the Deposit Agreement and the EscrowAgreement (or, if the Issuance Date is the Applicable Funding Date withrespect to such Applicable Participation Agreement, from a portion ofthe proceeds of the sale of the Certificates). The purchase price ofsuch Equipment Notes shall equal the principal amount of such EquipmentNotes. Amounts withdrawn from such Deposit or Deposits in excess of thepurchase price of the Equipment Notes or to the extent not applied onthe Applicable Funding Date to the purchase price of the EquipmentNotes, shall be re-deposited by the Trustee with the Depositary on theApplicable Funding Date in accordance with the terms of the DepositAgreement.

Section 2.02.    Withdrawal ofDeposits.    If any Deposits remain outstanding on the BusinessDay next succeeding the Cut-Off Date, (i) (A) the Trustee shallgive the Escrow Agent notice that the Trustee’s obligation topurchase Equipment Notes under the Note Purchase Agreement hasterminated and instruct the Escrow Agent to provide a notice of FinalWithdrawal to the Depositary substantially in the form ofExhibit ___ to the Deposit Agreement (the‘‘Final Withdrawal Notice’’) and(B) the Trustee will make a demand upon the Company under theNote Purchase Agreement for an amount equal to the Special RedemptionPremium, if applicable, such payment to be made on the Final WithdrawalDate.

Section 2.03.    Acceptance byTrustee.    The Trustee, upon the execution and delivery of thisAgreement, acknowledges its acceptance of all right, title and interestin and to the Trust Property and declares that the Trustee holds andwill hold such right, title and interest for the benefit of all thenpresent and future Certificateholders, upon the trusts herein setforth. Subject to Section 7.14, the Trustee shall take allactions reasonably necessary to effect the registration of all suchEquipment Notes in the name of the Subordination Agent. By its paymentfor and acceptance of each Certificate issued to it under thisAgreement, each Certificateholder as grantor of the Trust thereby joinsin the creation and declaration of the Trust.

Section2.04.    Limitation of Powers.    The Trust isconstituted solely for the purpose of making the investment in theEquipment Notes, and, except as set forth herein, the Trustee shall notbe authorized or empowered to acquire any other investments or engagein any other activities including without limitation purchasing anyEquipment Note issued in connection with the redemption of outstandingEquipment Notes under any Indenture and, in particular, the Trusteeshall not be authorized or empowered to do anything that would causesuch Trust to fail to qualify as a ‘‘grantor

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trust’’ for federal income taxpurposes (including as subject to this restriction, acquiring anyAircraft (as defined in the respective Indentures) by bidding suchEquipment Notes or otherwise, or taking any action with respect to anysuch Aircraft once acquired).

ARTICLEIII

THE CERTIFICATES

Section3.01.    Title, Form, Denomination and Execution ofCertificates.    (a) Each Certificate will represent aFractional Undivided Interest in the Trust, shall be issued in fullyregistered form without coupons and shall be substantially in the formset forth as Exhibit A hereto, with such appropriate insertions,omissions, substitutions and other variations as are required orpermitted by this Agreement and may have such letters, numbers or othermarks of identification and such legends or endorsements placed thereonas may be required to comply with the rules of any securities exchangeor as may, consistently herewith, be determined by the Trustee or theofficers executing such Certificates, as evidenced by theTrustee’s or officer’s execution of the Certificates(provided that such letters, numbers or other marks of identificationand such legends or endorsements are in a form acceptable to theCompany). Any portion of the text of any Certificate may be set forthon the reverse thereof, with an appropriate reference thereto on theface of the Certificate. At the Escrow Agent’s request under theEscrow Agreement, the Trustee shall affix the corresponding EscrowReceipt to each Certificate. In any event, any transfer or exchange ofany Certificate shall also effect a transfer or exchange of the relatedEscrow Receipt. Prior to the Final Withdrawal Date, no transfer orexchange of any Certificate shall be permitted unless the correspondingEscrow Receipt is attached thereto and also is so transferred orexchanged. By acceptance of any Certificate to which an Escrow Receiptis attached, each Holder of such a Certificate acknowledges and acceptsthe restrictions on transfer of the Escrow Receipt set forth herein andin the Escrow Agreement.

(b)    The Certificates shall beissued only in fully registered form without coupons and only inminimum denominations of $1,000 and integral multiples of $1,000 inexcess thereof, except that one Certificate may be issued in adifferent denomination. Each Certificate shall be dated the date of itsauthentication. The aggregate Fractional Undivided Interest ofCertificates shall not at any time exceed$___________.

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

Section3.02.    Restrictive Legends.    Each GlobalCertificate shall bear the following legend on the face thereof:

UNLESS THIS CERTIFICATE IS PRESENTED BY ANAUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORKCORPORATION (‘‘DTC’’), TO THE TRUSTEE OR ITSAGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANYCERTIFICATE ISSUED IN EXCHANGE FOR THIS CERTIFICATE IS REGISTERED INTHE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTEDBY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT HEREON IS MADETO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY ANAUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USEHEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCHAS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTERESTHEREIN.

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TRANSFERS OF THISCERTIFICATE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TONOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’SNOMINEE AND TRANSFERS OF PORTIONS OF THIS CERTIFICATE SHALL BE LIMITEDTO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH INSECTION 3.05 OF THE PASS THROUGH TRUST AGREEMENT REFERRED TOHEREIN.

Section 3.03.    Authentication ofCertificates.    (a) On the Issuance Date, the Trustee shallduly execute, authenticate and deliver Certificates in authorizeddenominations equaling in the aggregate the amount set forth, withrespect to the Trust, in Schedule ___ tothe Underwriting Agreement, evidencing the entire ownership of theTrust, which amount equals the maximum aggregate principal amount ofEquipment Notes which may be purchased by the Trustee pursuant to theNote Purchase Agreement.

(b)    No Certificate shall beentitled to any benefit under this Agreement or be valid or obligatoryfor any purpose, unless there appears on such Certificate a certificateof authentication substantially in the form provided for hereinexecuted by the Trustee by the manual signature of one of itsauthorized signatories, and such certificate upon any Certificate shallbe conclusive evidence, and the only evidence, that such Certificatehas been duly authenticated and delivered hereunder.

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

Section 3.04.    Transfer andExchange.    The Trustee shall cause to be kept at the office oragency to be maintained by it in accordance with the provisions ofSection 7.12 a register (the‘‘Register’’) of the Certificates inwhich, subject to such reasonable regulations as it may prescribe, theTrustee shall provide for the registration of such Certificates and oftransfers and exchanges of such Certificates as herein provided. TheTrustee shall initially be the registrar (the‘‘Registrar’’) for the purpose ofregistering such Certificates and transfers and exchanges of suchCertificates as herein provided. The Company, upon notice to theTrustee, may change the Registrar at any time.

All Certificatesissued upon any registration of transfer or exchange of Certificatesshall be valid obligations of the Trust, evidencing the same interesttherein, and entitled to the same benefits under this Trust Agreement,as the Certificates surrendered upon such registration of transfer orexchange.

A Certificateholder may transfer a Certificate, orrequest that a Certificate be exchanged for Certificates in anaggregate Fractional Undivided Interest equal to the FractionalUndivided Interest of such Certificate surrendered for exchange ofother authorized denominations, by surrender of such Certificate to theTrustee with the form of transfer notice thereon duly completed andexecuted, and otherwise complying with the terms of this Agreement,including providing evidence of compliance with any restrictions ontransfer, in form satisfactory to the Trustee and the Registrar. Nosuch transfer shall be effected until, and such transferee shallsucceed to the rights of a Certificateholder only upon, finalacceptance and registration of the transfer by the Registrar in theRegister. Prior to the registration of any transfer by aCertificateholder as provided herein, the Trustee shall treat theperson in whose name the Certificate is registered as the owner thereoffor all purposes, and the Trustee shall not be affected by notice tothe contrary. Furthermore, DTC shall, by acceptance of a GlobalCertificate, agree that transfers of beneficial interests in suchGlobal Certificate may be effected only through a book-entry systemmaintained by DTC (or its agent) and that ownership of a beneficialinterest in the Certificate shall be required to be reflected in a bookentry. When Certificates are presented to the Registrar with a requestto register the transfer thereof or to exchange them for otherauthorized denominations of a Certificate in a Fractional UndividedInterest equal to the aggregate Fractional Undivided Interest ofCertificates surrendered for exchange, the Registrar shall register thetransfer or make the exchange as requested if its requirements for suchtransactions are met.

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To permit registrations of transfers andexchanges in accordance with the terms, conditions and restrictionshereof, the Trustee shall execute and authenticate Certificates at theRegistrar’s request. No service charge shall be made to aCertificateholder for any registration of transfer or exchange ofCertificates, but the Trustee shall require payment of a sum sufficientto cover any tax or governmental charge that may be imposed inconnection with any transfer or exchange of Certificates. AllCertificates surrendered for registration of transfer or exchange shallbe canceled and subsequently destroyed by the Trustee.

Section 3.05.    Global, Book-Entry and DefinitiveCertificates.    (a) Except for one Certificate that maybe issued in a denomination of other than an even multiple of $1,000,except as provided in the following sentence, the Certificates may beissued at the option of the Company in the form of one or moretypewritten Global Certificates representing the Book-EntryCertificates of such class, to be delivered to DTC, the initialClearing Agency, by the Trustee on behalf of the related Trust. In thecase of the issuance of Global Certificates, such Global Certificatesdelivered to DTC shall initially be registered on the Register in thename of Cede & Co., the nominee of the initial ClearingAgency, and no Certificate Owner will receive a definitive certificaterepresenting such Certificate Owner’s interest in theCertificates, except as provided in Subsection (d) below. As toGlobal Certificates, unless and until definitive, fully registeredCertificates (the ‘‘DefinitiveCertificates’’) have been issued pursuant toSubsection (d) below:

(i)    theprovisions of this Section 3.05 shall be in full force andeffect;

(ii)    the Company, the PayingAgent, the Registrar and the Trustee may deal with the Clearing Agencyfor all purposes (including the making of distributions on the GlobalCertificates);

(iii)    to the extent thatthe provisions of this Section 3.05 conflict with any otherprovisions of this Agreement, the provisions of this Section3.05 shall control;

(iv)    the rights ofCertificate Owners shall be exercised only through the Clearing Agencyand shall be limited to those established by law and agreements betweensuch Certificate Owners and the Clearing Agency and/or the ClearingAgency Participants; and until Definitive Certificates are issuedpursuant to Subsection (d) below, the Clearing Agency will makebook-entry transfers in respect of the Book-Entry Certificates amongthe Clearing Agency Participants and receive and transmit distributionsof principal, interest and premium, if any, on the Global Certificatesto such Clearing Agency Participants;

(v)    Global Certificates may be transferred inwhole, but not in part, and in the manner provided in Section3.04, by the Clearing Agency holding such Global Certificates to anominee of such Clearing Agency, or by such Clearing Agency to asuccessor Clearing Agency that has been selected or approved by theCompany or to a nominee of such successor Clearing Agency; and

(vi)    whenever this Agreement requires orpermits actions to be taken based upon instructions or directions ofCertificateholders evidencing a specified percentage of the FractionalUndivided Interests in the Trust, the Clearing Agency shall be deemedto represent such percentage only to the extent that it has receivedinstructions to such effect from Clearing Agency Participants owning orrepresenting, respectively, such required percentage of the Book-EntryCertificates and has delivered such instructions to the Trustee.Neither the Company nor the Trustee shall have any obligation todetermine whether the Clearing Agency has in fact received any suchinstructions.

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

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

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(d)    If with respect to the GlobalCertificates (i) the Company advises the Trustee in writing thatthe Clearing Agency that holds such Global Certificates is no longerwilling or able to discharge properly its responsibilities and theTrustee or the Company is unable to locate a qualified successor,(ii) the Company, at its option, advises the Trustee in writingthat it elects to terminate the book-entry system through the ClearingAgency or (iii) after the occurrence of an Event of Default,Certificate Owners of Book-Entry Certificates evidencing FractionalUndivided Interests aggregating not less than a majority in interest inthe Trust, by Act of such Certificate Owners delivered to the Companyand the Trustee, advise the Company, the Trustee and the ClearingAgency through the Clearing Agency Participants in writing that thecontinuation of a book-entry system through the Clearing AgencyParticipants is no longer in the best interests of the CertificateOwners, then the Trustee shall notify all Certificate Owners, throughthe Clearing Agency, of the occurrence of any such event and of theavailability of Definitive Certificates. Upon surrender to the Trusteeof all the Global Certificates held by the Clearing Agency, accompaniedby registration instructions from the Clearing Agency Participants forregistration of Definitive Certificates in the names of CertificateOwners, the Trustee shall issue and deliver the Definitive Certificatesin accordance with the instructions of the Clearing Agency. Neither theCompany, the Registrar, the Paying Agent nor the Trustee shall beliable for any delay in delivery of such instructions and mayconclusively rely on, and shall be protected in relying on, suchregistration instructions. Upon the issuance of DefinitiveCertificates, the Trustee shall recognize the Persons in whose namesthe Definitive Certificates are registered in the Register asCertificateholders hereunder. Neither the Company nor the Trustee shallbe liable if the Trustee or the Company is unable to locate a qualifiedsuccessor Clearing Agency.

(e)    Until such time as noCertificates remain Outstanding, the Registrar shall retain copies ofall letters, notices and other written communications received pursuantto this Section 3.05. The Trustee, if not the Registrar at suchtime, shall have the right to inspect and make copies of all suchletters, notices or other written communications at any reasonable timeupon the giving of reasonable written notice to the Registrar.

Section 3.06.    [Intentionally Omitted.]

Section 3.07.    Mutilated, Destroyed, Lost or StolenCertificates.    If (a) any mutilated Certificate issurrendered to the Registrar or the Registrar receives evidence to itssatisfaction of the destruction, loss or theft of any Certificate and(b) there is delivered to the Registrar and the Trustee suchsecurity, indemnity or bond, as may be required by them to save each ofthem harmless, then, in the absence of notice to the Registrar or theTrustee that such destroyed, lost or stolen Certificate has beenacquired by a protected purchaser, and provided that the requirementsof Section 8-405 of the Uniform Commercial Code in effect in anyapplicable jurisdiction are met, the Trustee shall execute,authenticate and deliver, in exchange for or in lieu of any suchmutilated, destroyed, lost or stolen Certificate, a new Certificate orCertificates, in authorized denominations and of like FractionalUndivided Interest and bearing a number not contemporaneouslyoutstanding.

In connection with the issuance of any newCertificate under this Section 3.07, the Trustee may require thepayment of a sum sufficient to cover any tax or other governmentalcharge 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 pursuantto this Section 3.07 shall constitute conclusive evidence of theappropriate Fractional Undivided Interest in the Trust, as iforiginally issued, whether or not the lost, stolen or destroyedCertificate shall be found at any time.

The provisions of thisSection are exclusive and shall preclude (to the extent lawful) allother rights and remedies with respect to the replacement or payment ofmutilated, destroyed, lost or stolen Certificates.

Section3.08.    Persons Deemed Owners.    Prior to duepresentment of a Certificate for registration of transfer, the Trustee,the Registrar and any Paying Agent may treat the Person in whose nameany Certificate is registered (as of the day of determination) as theowner of such

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Certificate for the purpose of receivingdistributions pursuant to Article IV and for all other purposeswhatsoever, and none of the Trustee, the Registrar or any Paying Agentshall be affected by any notice to the contrary.

Section3.09.    Cancellation.    All Certificates surrenderedfor payment or transfer or exchange shall, if surrendered to theTrustee or any agent of the Trustee other than the Registrar, bedelivered to the Registrar for cancellation and shall promptly becanceled by it. No Certificates shall be authenticated in lieu of or inexchange for any Certificates canceled as provided in this Section,except as expressly permitted by this Agreement. All canceledCertificates held by the Registrar shall be destroyed and acertification of their destruction delivered to the Trustee.

Section 3.10.    TemporaryCertificates.    Until Definitive Certificates are ready fordelivery, the Trustee shall authenticate temporary Certificates.Temporary Certificates shall be substantially in the form of DefinitiveCertificates but may have insertions, substitutions, omissions andother variations determined to be appropriate by the officers executingthe temporary Certificates, as evidenced by their execution of suchtemporary Certificates. If temporary Certificates are issued, theTrustee will cause Definitive Certificates to be prepared withoutunreasonable delay. After the preparation of Definitive Certificates,the temporary Certificates shall be exchangeable for DefinitiveCertificates upon surrender of the temporary Certificates at the officeor agency of the Trustee designated for such purpose pursuant toSection 7.12, without charge to the Certificateholder. Uponsurrender for cancellation of any one or more temporary Certificates,the Trustee shall execute, authenticate and deliver in exchangetherefor a like face amount of Definitive Certificates of authorizeddenominations. Until so exchanged, the temporary Certificates shall beentitled to the same benefits under this Agreement as DefinitiveCertificates.

Section 3.11.    Limitation ofLiability for Payments.    All payments and distributions madeto Certificateholders in respect of the Certificates shall be made onlyfrom the Trust Property and only to the extent that the Trustee shallhave sufficient income or proceeds from the Trust Property to make suchpayments in accordance with the terms of Article IV of thisAgreement. Each Certificateholder, by its acceptance of a Certificate,agrees that it will look solely to the income and proceeds from theTrust Property for any payment or distribution due to suchCertificateholder pursuant to the terms of this Agreement and that itwill not have any recourse to the Company, the Trustee, the LoanTrustees, the Liquidity Providers or the Policy Provider, except asotherwise expressly provided herein or in the IntercreditorAgreement.

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

Section3.12.    ERISA Legend.    All Certificates issuedpursuant to this Agreement shall bear a legend to the following effect(the ‘‘ERISA Legend’’) unless theCompany and the Trustee determine otherwise consistent with applicablelaw:

‘‘BY ITS ACQUISITION HEREOF,THE HOLDER REPRESENTS THAT (A) NO PLAN ASSETS HAVE BEEN USED TOPURCHASE THIS CERTIFICATE OR AN INTEREST HEREIN OR (B) THEPURCHASE AND HOLDING OF THIS CERTIFICATE OR AN INTEREST HEREIN ISEXEMPT FROM THE PROHIBITED TRANSACTION RESTRICTIONS OF ERISA AND THECODE PURSUANT TO ONE OR MORE PROHIBITED TRANSACTION STATUTORY ORADMINISTRATIVE EXEMPTIONS. THE PASS THROUGH TRUST AGREEMENT CONTAINS APROVISION REQUIRING THE TRUSTEE TO REFUSE TO REGISTER ANY TRANSFER OFTHIS CERTIFICATE IN VIOLATION OF THE FOREGOINGRESTRICTIONS.’’

By acceptance of any Certificatebearing the ERISA Legend, each Holder of such a Certificateacknowledges the restrictions on transfer of such Certificate set forthin this Agreement and agrees that it will transfer such Certificateonly as provided in this Agreement. The Trustee shall not register atransfer of any Certificate unless such transfer complies with therestrictions on transfer, if any, of such Certificate set forth in suchlegend.

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ARTICLEIV

DISTRIBUTIONS; STATEMENTS TO
CERTIFICATEHOLDERS

Section 4.01.    Certificate Account and SpecialPayments Account.    (a) The Trustee shall establish andmaintain on behalf of the Certificateholders a Certificate Account asone or more non-interest-bearing accounts. The Trustee shall hold theCertificate Account in trust for the benefit of the Certificateholders,and shall make or permit withdrawals therefrom only as provided in thisAgreement. On each day when a Scheduled Payment is made to the Trusteeunder the Intercreditor Agreement, the Trustee upon receipt thereofshall immediately deposit the aggregate amount of such ScheduledPayment in the Certificate Account.

(b)    The Trustee shallestablish and maintain on behalf of the Certificateholders a SpecialPayments Account as one or more accounts, which shall be non-interestbearing except as provided in Section 4.04. The Trustee shallhold the Special Payments Account in trust for the benefit of theCertificateholders and shall make or permit withdrawals therefrom onlyas provided in this Agreement. On each day when one or more SpecialPayments are made to the Trustee under the Intercreditor Agreement andupon the payment of the Special Redemption Premium to the Trustee underthe Note Purchase Agreement, the Trustee, upon receipt thereof, shallimmediately deposit the aggregate amount of such Special Payments inthe Special Payments Account.

(c)    The Trustee shall causethe Subordination Agent to present to the related Loan Trustee of eachEquipment Note such Equipment Note on the date of its stated finalmaturity or, in the case of any Equipment Note which is to be redeemedin whole pursuant to the related Indenture, on the applicableredemption date under such Indenture.

Section4.02.    Distributions from Certificate Account and SpecialPayments Account.    (a) On each Regular Distribution Date or assoon thereafter as the Trustee has confirmed receipt of the payment ofall or any part of the Scheduled Payments due on such date, the Trusteeshall distribute out of the Certificate Account the entire amountdeposited therein pursuant to Section 4.01(a). There shall be sodistributed to each Certificateholder of record on the Record Date withrespect to such Regular Distribution Date (other than as provided inSection 11.01 concerning the final distribution) by check mailedto such Certificateholder, at the address appearing in the Register,such Certificateholder’s pro rata share (based on the FractionalUndivided Interest in the Trust held by such Certificateholder) of thetotal amount in the Certificate Account, except that, with respect toCertificates registered on the Record Date in the name of Cede &Co., as nominee for DTC, such distribution shall be made by wiretransfer in immediately available funds to the account designated byDTC.

(b)    On each Special Distribution Date with respect toany Special Payment or as soon thereafter as the Trustee has confirmedreceipt of any Special Payments due on the Equipment Notes held in therelated Trust or realized upon the sale of such Equipment Notes orreceipt of the Special Redemption Premium, the Trustee shall distributeout of the Special Payments Account the entire amount of such SpecialPayment deposited therein pursuant to Section 4.01(b). Thereshall be so distributed to each Certificateholder of record on theRecord Date with respect to such Special Distribution Date (other thanas provided in Section 11.01 concerning the final distribution)by check mailed to such Certificateholder, at the address appearing inthe Register, such Certificateholder’s pro rata share (based onthe Fractional Undivided Interest in the Trust held by suchCertificateholder) of the total amount in the Special Payments Accounton account of such Special Payment, except that, with respect toCertificates registered on the Record Date in the name of Cede &Co., as nominee for DTC, such distribution shall be made by wiretransfer in immediately available funds to the account designated byDTC.

(c)    The Trustee shall cause notice of each SpecialPayment to be mailed to each Certificateholder at his address as itappears in the Register. In the event of redemption or purchase ofEquipment Notes held in the Trust, such notice shall be mailed not lessthan 20 days prior to the Special Distribution Date for the SpecialPayment resulting from such redemption or purchase, which

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Special Distribution Date shall be the dateof such redemption or purchase. In the event of the payment of aSpecial Redemption Premium by the Company to the Trustee under the NotePurchase Agreement, such notice shall be mailed, together with thenotice by the Escrow Paying Agent under Section____ of the Escrow Agreement, not less than20 days prior to the Special Distribution Date for such amount, whichSpecial Distribution Date shall be the Final Withdrawal Date. In thecase of distributions pursuant to Section____ of the Intercreditor Agreement, theTrustee will mail notice to the Certificateholders stating the SpecialDistribution Date, the related Record Date, the amount of suchdistribution and the reason for such distribution. In the case of anyother Special Payments, such notice shall be mailed as soon aspracticable after the Trustee has confirmed that it has received fundsfor such Special Payment, stating the Special Distribution Date forsuch Special Payment which shall occur not less than 20 days after thedate of such notice and as soon as practicable thereafter. Noticesmailed by the Trustee shall set forth:

(i)    the Special Distribution Date and theRecord Date therefor (except as otherwise provided in Section11.01),

(ii)    the amount of the SpecialPayment for each $1,000 face amount Certificate and the amount thereofconstituting principal, premium, if any, and interest,

(iii)    the reason for the Special Payment,and

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

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

If anyredemption of the Equipment Notes held in the Trust is canceled, theTrustee, as soon as possible after learning thereof, shall cause noticethereof to be mailed to each Certificateholder at its address as itappears on the Register.

Section4.03.    Statements toCertificateholders.    (a) On each Distribution Date, theTrustee will include with each distribution to Certificateholders of aScheduled Payment or Special Payment, as the case may be, a statementsetting forth the information provided below (in the case of a SpecialPayment, including any Special Redemption Premium, reflecting in partthe information provided by the Escrow Paying Agent under the EscrowAgreement). Such statement shall set forth (per $1,000 face amountCertificate as to (ii), (iii), (iv) and (v) below) the followinginformation:

(i)    the aggregate amount offunds distributed on such Distribution Date hereunder and under theEscrow Agreement, indicating the amount allocable to each sourceincluding any portion thereof paid by the Liquidity Providers and/orthe Policy Provider;

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

(iii)    the amount of such distributionhereunder allocable to interest;

(iv)    theamount of such distribution under the Escrow Agreement allocable tointerest;

(v)    the amount of suchdistribution under the Escrow Agreement allocable to unusedDeposits;

(vi)    the Pool Balance and thePool Factor; and

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

Withrespect 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 asecurities position listing setting forth the names of all AgentMembers

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reflected on DTC’s books as holdinginterests in the Certificates on such Record Date. On each DistributionDate, the Trustee shall mail to each such Agent Members the statementdescribed above and will make available additional copies as requestedby such Agent Members for forwarding to holders of interests in theCertificates.

(b)    Within a reasonable period of time afterthe end of each calendar year but not later than the latest datepermitted by law, the Trustee shall furnish to each Person who at anytime during such calendar year was a Certificateholder of record astatement containing the sum of the amounts determined pursuant toclauses (a)(i), (a)(ii), (a)(iii), (a)(iv) and (a)(v) above for suchcalendar year or, in the event such Person was a Certificateholder ofrecord during a portion of such calendar year, for such portion of suchyear, and such other items as are readily available to the Trustee andwhich a Certificateholder shall reasonably request as necessary for thepurpose of such Certificateholder’s preparation of its federalincome tax returns. Such statement and such other items shall beprepared on the basis of information supplied to the Trustee by theAgent Members and shall be delivered by the Trustee to such AgentMembers to be available for forwarding by such Agent Members to theholders of interests in the Certificates in the manner described inSection 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_____ of the Prospectus, and(ii) any early redemption or purchase of, or any default in thepayment of principal or interest in respect of, any of the EquipmentNotes held in the Trust, or any Final Withdrawal, the Trustee shallfurnish to Certificateholders of record on such date a statementsetting forth (x) the expected Pool Balances for each subsequentRegular Distribution Date following the Delivery Period TerminationDate, (y) the related Pool Factors for such Regular Distribution Datesand (z) the expected principal distribution schedule of the EquipmentNotes, in the aggregate, held as Trust Property at the date of suchnotice. 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 asecurities position listing setting forth the names of all AgentMembers reflected on DTC’s books as holding interests in theCertificates on such date. The Trustee will mail to each such AgentMember the statement described above and will make available additionalcopies as requested by such Agent Member for forwarding to holders ofinterests in the Certificates.

Section4.04.    Investment of Special Payment Moneys.    Anymoney received by the Trustee pursuant to Section 4.01(b)representing a Special Payment which is not distributed on the datereceived shall, to the extent practicable, be invested in PermittedInvestments by the Trustee pending distribution of such Special Paymentpursuant to Section 4.02. Any investment made pursuant to thisSection 4.04 shall be in such Permitted Investments havingmaturities not later than the date that such moneys are required to beused to make the payment required under Section 4.02 on theapplicable Special Distribution Date and the Trustee shall hold anysuch Permitted Investments until maturity. The Trustee shall have noliability with respect to any investment made pursuant to thisSection 4.04, other than by reason of the willful misconduct ornegligence of the Trustee. All income and earnings from suchinvestments shall be distributed on such Special Distribution Date aspart of such Special Payment.

ARTICLEV

THE COMPANY

Section 5.01.    Maintenanceof Corporate Existence.    The Company, at its own cost andexpense, will do or cause to be done all things necessary to preserveand keep in full force and effect its corporate existence, except aspermitted by Section 5.02.

Section5.02.    Consolidation, Merger, etc.    The Companyshall not consolidate with or merge into any other Person undercircumstances in which the Company is not the surviving corporation, orconvey, transfer or lease in one or more transactions all orsubstantially all of its assets to any other Person, unless:

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(a)    such Person is organized,existing and in good standing under the Laws of the United States, anyState of the United States or the District of Columbia and, uponconsummation of such transaction, such Person will be a U.S. AirCarrier (as defined in the Financing Documents); and

(b)    the Person formed by such consolidation or into which theCompany is merged or the Person which acquires by conveyance, transferor lease substantially all of the assets of the Company as an entiretyshall execute and deliver to the Trustee a duly authorized, valid,binding and enforceable agreement in form and substance reasonablysatisfactory to the Trustee containing an assumption by such successorcorporation or Person of the due and punctual performance andobservance of each covenant and condition of this Agreement, the OtherPass Through Trust Agreement and each Financing Document to beperformed or observed by the Company.

Upon any consolidation ormerger, or any conveyance, transfer or lease of substantially all ofthe assets of the Company as an entirety in accordance with thisSection 5.02, the successor corporation or Person formed by suchconsolidation or into which the Company is merged or to which suchconveyance, transfer or lease is made shall succeed to, and besubstituted for, and may exercise every right and power of, the Companyunder this Agreement with the same effect as if such successorcorporation or Person had been named as the Company herein. No suchconveyance, transfer or lease of substantially all of the assets of theCompany as an entirety shall have the effect of releasing any successorcorporation or Person which shall have become such in the mannerprescribed in this Section 5.02 from its liability in respect ofthis Agreement and any Financing Document to which it is a party.

ARTICLE VI

DEFAULT

Section6.01.    Events of Default. (a) Exercise ofRemedies.    Upon the occurrence and during the continuation ofany Indenture Default under any Indenture, with ten days’ writtennotice to the Trustee and each Certificateholder, the Trustee may, tothe extent it is the Controlling Party at such time (as determinedpursuant to the Intercreditor Agreement), direct the exercise ofremedies as provided in the Intercreditor Agreement.

(b)    Purchase Rights of Certificateholders.    Byacceptance of its Certificate, each Certificateholder agrees that atany time after the occurrence and during the continuation of aTriggering Event,

[(i)    each Class__ Certificateholder shall have the right to purchaseall, but not less than all, of the Certificates and the Class__-__ Certificates upon ten days’written notice to the Trustee, the Other Trustees and each other Class__ Certificateholder, provided that (A)if prior to the end of such ten-day period any other Class__ Certificateholder notifies such purchasing Class__ Certificateholder that such other Class__ Certificateholder wants to participate in suchpurchase, then such other Class __ Certificateholder mayjoin with the purchasing Class __ Certificateholder topurchase all, but not less than all, of the Certificates and the Class__-__ Certificates pro rata based on theFractional Undivided Interest in the Class __ Trust heldby each such Class __ Certificateholder and (B) ifprior to the end of such ten-day period any other Class__ Certificateholder fails to notify the purchasing Class__ Certificateholder of such other Class __Certificateholder’s desire to participate in such a purchase,then such other Class __ Certificateholder shall lose itsright to purchase the Certificates and the Class__-__ Certificates pursuant to thisSection 6.01(b); and

(ii)    whetheror not any Class __ Certificateholders exercise theirright to purchase pursuant to clause (i) above, the Policy Provider, ifit is then the Controlling Party, shall have the right to purchase all,but not less than all, of the Certificates and the Class__-__ Certificates upon ten days’written notice to the Trustee, the Other Trustee and theCertificateholders; provided, that if any Class __Certificateholder has previously exercised the right to purchase all ofthe Class __-__ and Class__-__ Certificates, such holder may refuseto sell the Class __-__ and Class

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__-__Certificates to the Policy Provider if all of the holders of the Class__-__ and Class__-__ Certificateholders release the PolicyProvider from all of its obligations under the Policies with respect tosuch Class __-__ and Class__-__ Certificates (and return or cause thereturn of such Policies to the Policy Provider); provided, further,that such holder may not refuse such sale so long as (x) allPolicy Provider Amounts have not been paid in full and (y)sixteen months have passed from the occurrence of the initialTriggering Event.

The purchase price with respect to theCertificates and the Class __-__Certificates shall be equal to the Pool Balance of the Certificates,together with accrued and unpaid interest thereon to the date of suchpurchase, plus Break Amount, if any, and including any other amountsthen due and payable to the Certificateholders under this Agreement,the Intercreditor Agreement, the Escrow Agreement or any FinancingDocument or on or in respect of the Certificates plus theamount payable in connection with the purchase of the Class__-__ Certificates pursuant to Section6.01(b) of the Other Pass Through Trust Agreement for the Class__-__ Certificates; provided,however, that (i) if such purchase occurs after therecord date specified in Section_____ of the Escrow Agreementrelating to the distribution of unused Deposits and accrued and unpaidinterest thereunder, such purchase price shall be reduced by theaggregate amount of unused Deposits and interest to be distributedunder the Escrow Agreement (which deducted amounts shall remaindistributable to, and may be retained by, the Certificateholder as ofsuch Record Date) and (ii) if such purchase occurs after aRecord Date, such purchase price shall be reduced by the amount to bedistributed hereunder on the related Distribution Date (which deductedamounts shall remain distributable to, and may be retained by, theCertificateholder as of such Record Date); provided,further, that no such purchase of Certificates shall beeffective unless the purchaser(s) shall certify to the Trustee thatcontemporaneously with such purchase, such purchaser(s) is purchasing,pursuant to the terms of this Agreement all of the Certificates andpursuant to the Other Pass Through Trust Agreement relating to theClass __-__ Certificates, all of the Class__-__ Certificates. Each payment of thepurchase price of the Certificates referred to in the first sentencehereof shall be made to an account or accounts designated by theTrustee and relevant Other Trustee, as applicable, and each suchpurchase shall be subject to the terms of this Section 6.01(b).Each Certificateholder agrees by its acceptance of its Certificate thatit will, subject to Section 3.04 hereof, upon payment from suchClass __ Certificateholder(s) or the Policy Provider, asthe case may be, of the purchase price set forth in the first sentenceof this paragraph, forthwith sell, assign, transfer and convey to thepurchaser(s) thereof (without recourse, representation or warranty ofany kind except for its own acts), all of the right, title, interestand obligation of such Certificateholder in this Agreement, the EscrowAgreement, the Deposit Agreement, the Intercreditor Agreement, theLiquidity Facilities, the Policy, the Financing Documents and allCertificates and Escrow Receipts held by such Certificateholder(excluding all right, title and interest under any of the foregoing tothe extent such right, title or interest is with respect to anobligation not then due and payable as respects any action or inactionor state of affairs occurring prior to such sale) and the purchasershall assume all of such Certificateholder’s obligations underthis Agreement, the Escrow Agreement, the Deposit Agreement, theIntercreditor Agreement, the Liquidity Facilities, the Policy, theFinancing Documents and all such Certificates and Escrow Receipts. TheCertificates will be deemed to be purchased on the date payment of thepurchase price is made notwithstanding the failure of theCertificateholders to deliver any Certificates (whether in the form ofDefinitive Certificates or beneficial interests in Global Certificates)and, upon such a purchase, (i) the only rights of theCertificateholders will be to deliver the Certificates to thepurchaser(s) and receive the purchase price for such Certificates and(ii) if the purchaser(s) shall so request, suchCertificateholder will comply with all the provisions of Section3.04 hereof to enable new Certificates to be issued to the purchaser insuch denominations as it shall request. All charges and expenses inconnection with the issuance of any such new Certificates shall beborne by the purchaser thereof.

As used in this Section6.01(b), the terms ‘‘Class __Certificate’’, ‘‘Class __Certificateholder’’, ‘‘Class__ Trust’’, and ‘‘Class__ Trustee’’ shall have the respectivemeanings assigned to such terms in the IntercreditorAgreement.]

[OR]

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[(i)    eachCertificateholder shall have the right to purchase all, but not lessthan all, of the Class __ Certificates and the Class__ Certificates upon ten days’ written notice tothe Trustee, the Other Trustees and each other Certificateholder,provided that (A) if prior to the end of such ten-day period any otherCertificateholder notifies such purchasing Certificateholder that suchother Certificateholder wants to participate in such purchase, thensuch other Certificateholder may join with the purchasingCertificateholder to purchase all, but not less than all, of the Class__ Certificates and the Class __Certificates pro rata based on the Fractional Undivided Interest in theTrust held by each such Certificateholder and (B) if prior to the endof such ten-day period any other Certificateholder fails to notify thepurchasing Class __ Certificateholder of such otherCertificateholder’s desire to participate in such a purchase,then such other Certificateholder shall lose its right to purchase theClass __ Certificates and the Class __Certificates pursuant to this Section 6.01(b); and

(ii)    whether or not any Certificateholdersexercise their right to purchase pursuant to clause (i) above, thePolicy Provider, if it is then the Controlling Party, shall have theright to purchase all, but not less than all, of the Class___ Certificates and the Class __Certificates upon ten days’ written notice to the Other Trusteesand the Class __ and Class __Certificateholders; provided, that if any Certificateholder haspreviously exercised the right to purchase all of the Class__ and Class __ Certificates, such holdermay refuse to sell the Class __ and Class__ Certificates to the Policy Provider if all of theholders of the Class __ and Class __Certificateholders release the Policy Provider from all of itsobligations under the Policies with respect to such Class__ and Class __ Certificates (and return orcause 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 initialTriggering Event.

The purchase price with respect to the Class__ Certificates and the Class __Certificates shall be the amounts set forth in Section 6.01(b) of theOther Pass Through Trust Agreements. Such purchase shall be subject tothe terms set forth in Section 6.01(b) of the Other Pass Through TrustAgreements.]

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

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

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

(3)    Application of MoneysReceived upon Sale.    Any moneys collected by the Trustee uponany sale made either under the power of sale given by this Agreement orotherwise for the enforcement of this Agreement shall be applied asprovided in Section 4.02.

Section6.03.    Judicial Proceedings Instituted by Trustee; TrusteeMay Bring Suit.    If there shall be a failure to makepayment of the principal of, premium, if any, or interest on anyEquipment Note, then the Trustee, in its own name and as trustee of anexpress trust, as holder of such Equipment Notes, to the extentpermitted by and in accordance with the terms of the IntercreditorAgreement and the Financing Documents, shall be entitled and empoweredto institute any suits, actions or proceedings at law, in equity orotherwise, for the collection of the sums so due and unpaid on suchEquipment Notes and may prosecute any such claim or proceeding tojudgment or final decree with respect to the whole amount of any suchsums so due and unpaid.

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Section 6.04.    Control byCertificateholders.    Subject to Section 6.03 and theIntercreditor Agreement, the Certificateholders holding Certificatesevidencing Fractional Undivided Interests aggregating not less than amajority in interest in the Trust shall have the right to direct thetime, method and place of conducting any proceeding for any remedyavailable to the Trustee with respect to the Trust or pursuant to theterms of the Intercreditor Agreement, or exercising any trust or powerconferred on the Trustee under this Agreement or the IntercreditorAgreement, including any right of the Trustee as Controlling Partyunder the Intercreditor Agreement or as holder of the Equipment Notes,provided that:

(1)    such Directionshall not be in conflict with any rule of law or with this Agreementand would not involve the Trustee in personal liability or expense,

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

(3)    the Trustee may take any other actiondeemed proper by the Trustee which is not inconsistent with suchDirection.

Section 6.05.    Waiver of PastDefaults.    Subject to the Intercreditor Agreement, theCertificateholders holding Certificates evidencing Fractional UndividedInterests aggregating not less than a majority in interest in the Trust(i) may on behalf of all of the Certificateholders waive anypast Event of Default hereunder and its consequences or (ii) ifthe Trustee is the Controlling Party, may direct the Trustee toinstruct the applicable Loan Trustee to waive any past IndentureDefault under any Indenture and its consequences, and thereby annul anyDirection given by such Certificateholders or the Trustee to such LoanTrustee with respect thereto, except a default:

(1)    in the deposit of any Scheduled Payment orSpecial Payment under Section 4.01 or in the distribution of anypayment 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 provisionhereof which under Article IX cannot be modified or amendedwithout the consent of each Certificateholder holding an OutstandingCertificate affected thereby.

Upon any such waiver, such defaultshall cease to exist with respect to the Certificates and any Event ofDefault arising therefrom shall be deemed to have been cured for everypurpose and any direction given by the Trustee on behalf of theCertificateholders to the relevant Loan Trustee shall be annulled withrespect thereto; but no such waiver shall extend to any subsequent orother default or Event of Default or impair any right consequentthereon. Upon any such waiver, the Trustee shall vote the EquipmentNotes issued under the relevant Indenture to waive the correspondingIndenture Default.

Section 6.06.    Right ofCertificateholders to Receive Payments Not to BeImpaired.    Anything in this Agreement to the contrarynotwithstanding, including, without limitation, Section 6.07hereof, but subject to the Intercreditor Agreement, the right of anyCertificateholder to receive distributions of payments requiredpursuant to Section 4.02 hereof on the Certificates when due, orto institute suit for the enforcement of any such payment on or afterthe applicable Regular Distribution Date or Special Distribution Date,shall not be impaired or affected without the consent of suchCertificateholder.

Section6.07.    Certificateholders May Not Bring Suit Except UnderCertain Conditions.    A Certificateholder shall not have theright to institute any suit, action or proceeding at law or in equityor otherwise with respect to this Agreement, for the appointment of areceiver or for the enforcement of any other remedy under thisAgreement, unless:

(1)    suchCertificateholder previously shall have given written notice to theTrustee of a continuing Event of Default;

(2)    Certificateholders holding Certificatesevidencing Fractional Undivided Interests aggregating not less than25% of the Trust shall have requested the Trustee in writing toinstitute such action, suit or proceeding and shall have offered to theTrustee indemnity as provided in Section 7.03(e);

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(3)    the Trusteeshall have refused or neglected to institute such an action, suit orproceeding for 60 days after receipt of such notice, request and offerof indemnity; and

(4)    no directioninconsistent with such written request shall have been given to theTrustee during such 60-day period by Certificateholders holdingCertificates evidencing Fractional Undivided Interests aggregating notless than a majority in interest in the Trust.

It is understoodand intended that no one or more of the Certificateholders shall haveany right in any manner whatsoever hereunder or under the Certificatesto (i) surrender, impair, waive, affect, disturb or prejudiceany property in the Trust Property or the lien of any Indenture on anyproperty subject thereto, or the rights of the Certificateholders orthe holders of the Equipment Notes, (ii) obtain or seek toobtain priority over or preference with respect to any other suchCertificateholder or (iii) enforce any right under thisAgreement, except in the manner herein provided and for the equal,ratable and common benefit of all the Certificateholders subject to theprovisions of this Agreement.

Section6.08.    Remedies Cumulative.    Every remedy givenhereunder to the Trustee or to any of the Certificateholders shall notbe exclusive of any other remedy or remedies, and every such remedyshall be cumulative and in addition to every other remedy givenhereunder or now or hereafter given by statute, law, equity orotherwise.

ARTICLE VII

THETRUSTEE

Section 7.01.    Certain Duties andResponsibilities.    (a) Except during the continuation of anEvent of Default, the Trustee undertakes to perform such duties as arespecifically set forth in this Agreement, and no implied covenants orobligations 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 itby this Agreement, and use the same degree of care and skill in theirexercise, as a prudent man would exercise or use under thecircumstances in the conduct of its own affairs.

(c)    Noprovision of this Agreement shall be construed to relieve the Trusteefrom liability for its own negligent action, its own negligent failureto act, or its own willful misconduct, except that

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

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

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

Section 7.02.    Notice of Defaults.    Aspromptly 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 LoanTrustees and the Certificateholders in accordance with Section313(c) of the Trust Indenture Act, notice of such default hereunderknown to the Trustee, unless such default shall have been cured orwaived; provided, however, that, except in the caseof a default on the payment of the principal, premium, if any, orinterest on any Equipment Note held in the Trust, the Trustee shall beprotected in withholding such notice if and so long as the board ofdirectors, the executive committee or a trust committee of directorsand/or Responsible Officers of the Trustee in good faith determine thatthe withholding of such notice is in the best interests of theCertificateholders. For the purpose of this Section, the term‘‘default’’ means any event that is, orafter notice or lapse of time or both would become, an Event ofDefault.

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Section 7.03.    CertainRights of Trustee.    Subject to the provisions ofSection 315 of the Trust Indenture Act:

(a)    theTrustee may rely and shall be protected in acting or refraining fromacting in reliance upon any resolution, certificate, statement,instrument, opinion, report, notice, request, direction, consent,order, bond, debenture or other paper or document believed by it to begenuine and to have been signed or presented by the proper party orparties;

(b)    any request or direction of the Companymentioned herein shall be sufficiently evidenced by a writtendescription of the subject matter thereof accompanied by anOfficer’s Certificate and an Opinion of Counsel as provided inSection 1.02 of this Agreement;

(c)    whenever in theadministration of this Agreement the Trustee shall deem it desirablethat a matter be proved or established prior to taking, suffering oromitting any action hereunder, the Trustee (unless other evidence beherein specifically prescribed) may, in the absence of bad faith on itspart, rely upon an Officer’s Certificate of the Company or anyLoan Trustee;

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

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

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

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

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

(i)    the Trustee shallnot be required to expend or risk its own funds in the performance ofany of its duties under this Agreement, or in the exercise of any ofits rights or powers, if it shall have reasonable grounds for believingthat repayment of such funds or adequate indemnity against such risk isnot reasonably assured to it.

Section 7.04.    NotResponsible for Recitals or Issuance of Certificates.    Therecitals contained herein and in the Certificates, except thecertificates of authentication, shall not be taken as the statements ofthe Trustee, and the Trustee assumes no responsibility for theircorrectness. Subject to Section 7.15, the Trustee makes norepresentations as to the validity or sufficiency of this Agreement,any Equipment Notes, the Intercreditor Agreement, the DepositAgreement, the Escrow Agreement, the Certificates or any otherFinancing Document, except that the Trustee hereby represents andwarrants that this Agreement has been, and the Intercreditor Agreement,the Note Purchase Agreement, the Escrow Agreement and each Certificatewill be, executed, authenticated and delivered by one of its officerswho is duly authorized to execute, authenticate and deliver suchdocument on its behalf.

Section 7.05.    MayHold Certificates.    The Trustee, any Paying Agent, Registraror any of their Affiliates or any other agent in their respectiveindividual or any other capacity may become the owner or pledgee ofCertificates and, subject to Sections 310(b) and 311 of theTrust Indenture Act, if

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applicable, may otherwise deal with theCompany or the Loan Trustees with the same rights it would have if itwere not Trustee, Paying Agent, Registrar or such other agent.

Section 7.06.    Money Held in Trust.    Moneyheld by the Trustee or the Paying Agent in trust hereunder need not besegregated from other funds except to the extent required herein or bylaw and neither the Trustee nor the Paying Agent shall have anyliability for interest upon any such moneys except as provided forherein.

Section 7.07.    Compensation andReimbursement.    The Company agrees:

(1)    to pay, or cause to be paid, to theTrustee from time to time reasonable compensation for all servicesrendered by it hereunder as set forth in a written fee letter dated thedate hereof between the Company and the Trustee, which letter isincorporated herein by reference (which compensation shall not belimited by any provision of law in regard to the compensation of atrustee of an express trust);

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

(3)    to indemnify, or cause to beindemnified, the Trustee for, and to hold it harmless against, anyloss, liability, expense or Tax (other than for or with respect to anyUnindemnified Tax) incurred without gross negligence, willfulmisconduct or bad faith, on its part, arising out of or in connectionwith the acceptance or administration of this Trust, including thecosts and expenses of defending itself against any claim or liabilityin connection with the exercise or performance of any of its powers orduties hereunder, except for any such loss, liability or expenseincurred by reason of the Trustee’s breach of its covenantshereunder or under any Financing Document to which it is a party or itsrepresentations and warranties set forth in Section 7.15 or inany other Financing Document, the authorization or giving orwithholding of any future amendments, supplements, waivers or consentswith respect hereto or any of the Financing Documents, whichamendments, supplements, waivers or consents are not required pursuantto the terms of the Financing Documents and not requested by theCompany, any loss of tax benefits, any Unindemnified Tax, or increasein tax liability under any tax law whether or not the Company isrequired to indemnify thereof or pursuant to this Agreement or anycosts associated with overhead or normal administration hereunder orany voluntary resignation pursuant to Section 7.09.

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

With respect toany Tax other than an Unindemnified Tax, the Trustee shall be entitledto reimbursement from, and shall have a lien prior to the Certificatesupon, the Trust Property for any such Tax incurred without negligence,bad faith or willful misconduct, on its part, arising out of or inconnection with the acceptance or administration of such Trust (otherthan any Tax attributable to the Trustee’s compensation forserving as such), including any costs and expenses incurred incontesting the imposition of any such Tax. If the Trustee reimbursesitself from the Trust Property of such Trust for any such Tax, it willmail a brief report within 30 days setting forth the circumstancesthereof to all Certificateholders as their names and addresses appearin the Register.

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Section 7.08.    CorporateTrustee Required; Eligibility.    There shall at all times be aTrustee hereunder which shall be eligible to act as a trustee underSection 310(a) of the Trust Indenture Act and shall have acombined capital and surplus of at least $75,000,000 (or a combinedcapital and surplus in excess of $5,000,000 and the obligations ofwhich, whether now in existence or hereafter incurred, are fully andunconditionally guaranteed by a corporation organized and doingbusiness under the laws of the United States, any state or territorythereof or of the District of Columbia and having a combined capitaland surplus of at least $75,000,000). If such corporation publishesreports of conditions at least annually, pursuant to law or to therequirements of federal, state, territorial or District of Columbiasupervising or examining authority, then for the purposes of thisSection 7.08, the combined capital and surplus of suchcorporation shall be deemed to be its combined capital and surplus asset forth in its most recent report of conditions so published.

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

Section7.09.    Resignation and Removal; Appointment ofSuccessor.    (a) No resignation or removal of the Trustee andno appointment of a successor Trustee pursuant to this Articleshall become effective until the acceptance of appointment by thesuccessor Trustee under Section 7.10.

(b)    TheTrustee may resign at any time as trustee by giving prior writtennotice thereof to the Company, the Authorized Agents and the LoanTrustees. If an instrument of acceptance by a successor Trustee shallnot have been delivered to the Company, the Authorized Agents, the LoanTrustees and the Trustee within 30 days after the giving of such noticeof resignation, the resigning Trustee may petition any court ofcompetent jurisdiction for the appointment of a successor Trustee.

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

(d)    If at any time:

(1)    theTrustee shall fail to comply with Section 310 of the TrustIndenture Act, if applicable, after written request therefor by theCompany or by any Certificateholder who has been a bona fideCertificateholder for at least six months; or

(2)    the Trustee shall cease to be eligibleunder Section 7.08 and shall fail to resign after writtenrequest therefor by the Company or by any such Certificateholder;or

(3)    the Trustee shall become incapableof acting or shall be adjudged a bankrupt or insolvent or a receiver ofthe Trustee or of its property shall be appointed or any public officershall take charge or control of the Trustee or of its property oraffairs for the purpose of rehabilitation, conservation orliquidation;

then, in any case, (i) the Company mayremove the Trustee or (ii) any Certificateholder who has been abona fide Certificateholder for at least six months may, on behalf ofitself and all others similarly situated, petition any court ofcompetent jurisdiction for the removal of the Trustee and theappointment of a successor Trustee.

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

(f)    If theTrustee shall resign, be removed or become incapable of acting or if avacancy shall occur in the office of the Trustee for any cause, theCompany shall promptly appoint a successor Trustee. If, within one yearafter such resignation, removal or incapability, or other occurrence ofsuch vacancy, a successor Trustee shall be appointed by Direction ofthe Certificateholders holding Certificates evidencing FractionalUndivided Interests aggregating not less than a majority in interest

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in the Trust delivered to the Company, theLoan Trustees and the retiring Trustee, and the Company approves suchappointment, which approval shall not be unreasonably withheld, thenthe successor Trustee so appointed shall, forthwith upon its acceptanceof such appointment, become the successor Trustee and supersede thesuccessor Trustee appointed as provided above. If no successor Trusteeshall have been so appointed as provided above and accepted appointmentin the manner hereinafter provided, any Certificateholder who has beena bona fide Certificateholder for at least six months may, on behalf ofhimself and all others similarly situated, petition any court ofcompetent jurisdiction for the appointment of a successor Trustee.

(g)    The successor Trustee shall give notice of the resignationand removal of the Trustee and appointment of the successor Trustee bymailing written notice of such event by first-class mail, postageprepaid, to the Certificateholders as their names and addresses appearin the Register. Each notice shall include the name of such successorTrustee and the address of its Corporate Trust Office.

Section 7.10.    Acceptance of Appointment bySuccessor.    Every successor Trustee appointed hereunder shallexecute and deliver to the Company, the Authorized Agents and the LoanTrustees and to the retiring Trustee an instrument accepting suchappointment, and thereupon the resignation or removal of the retiringTrustee shall become effective and such successor Trustee, without anyfurther act, deed or conveyance, shall become vested with all therights, powers, trusts and duties of the retiring Trustee; but, onrequest of the Company or the successor Trustee, such retiring Trusteeshall execute and deliver an instrument transferring to such successorTrustee all such rights, powers and trusts of the retiring Trustee andshall duly assign, transfer and deliver to such successor Trustee allTrust Property held by such retiring Trustee hereunder, subjectnevertheless to its lien, if any, provided for in Section 7.07.Upon request of any such successor Trustee, the Company, the retiringTrustee and such successor Trustee shall execute and deliver any andall instruments containing such provisions as shall be necessary ordesirable to transfer and confirm to, and for more fully and certainlyvesting in, such successor Trustee all such rights, powers andtrusts.

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

Section 7.11.    Merger, Conversion, Consolidation orSuccession to Business.    Any corporation into which theTrustee may be merged or converted or with which it may beconsolidated, or any corporation resulting from any merger, conversionor consolidation to which the Trustee shall be a party, or anycorporation succeeding to all or substantially all of the corporatetrust business of the Trustee, shall be the successor of the Trusteehereunder, provided such corporation shall be otherwisequalified and eligible under this Article VII, without theexecution or filing of any paper or any further act on the part of anyof the parties hereto. In case any Certificates shall have beenexecuted or authenticated, but not delivered, by the Trustee then inoffice, any successor by merger, conversion or consolidation to suchauthenticating Trustee may adopt such execution or authentication anddeliver the Certificates so executed or authenticated with the sameeffect as if such successor Trustee had itself executed orauthenticated such Certificates.

Section7.12.    Maintenance of Agencies.    (a) There shallat all times be maintained an office or agency in the location setforth in Section 12.03 where Certificates may be presented orsurrendered for registration of transfer or for exchange, and forpayment thereof and where notices and demands to or upon the Trustee inrespect of such certificates or this Agreement may be served;provided, however, that, if it shall be necessarythat the Trustee maintain an office or agency in another location(e.g., the Certificates shall be represented by DefinitiveCertificates and shall be listed on a national securities exchange),the Trustee will make all reasonable efforts to establish such anoffice or agency. Written notice of the location of each such otheroffice or agency and of any change of location thereof shall be givenby the Trustee to the Company, the Loan Trustees (in the case of anyLoan Trustee, at its address specified in the Financing Documents orsuch other address as may be notified to the Trustee) and theCertificateholders. In the event that no such office or agency shall bemaintained or no such notice of location or of change of location shallbe given, presentations and demands may be made and notices may beserved at the Corporate Trust Office of the Trustee.

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(b)    There shall at all times be aRegistrar and a Paying Agent hereunder with respect to theCertificates. Each such Authorized Agent shall be a bank or trustcompany, shall be a corporation organized and doing business under thelaws of the United States or any state, with a combined capital andsurplus of at least $75,000,000, or, if the Trustee shall be acting asthe Registrar or Paying Agent hereunder, a corporation having acombined capital and surplus in excess of $5,000,000, the obligationsof which are guaranteed by a corporation organized and doing businessunder the laws of the United States or any state, with a combinedcapital and surplus of at least $75,000,000, and shall be authorizedunder such laws to exercise corporate trust powers, subject tosupervision by Federal or state authorities. The Trustee shallinitially be the Paying Agent and, as provided in Section 3.04,Registrar hereunder with respect to the Certificates. Each Registrarshall furnish to the Trustee, at stated intervals of not more than sixmonths, 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 bemerged or converted or with which it may be consolidated, or anycorporation resulting from any merger, consolidation or conversion towhich any Authorized Agent shall be a party, or any corporationsucceeding to the corporate trust business of any Authorized Agent,shall be the successor of such Authorized Agent hereunder, if suchsuccessor corporation is otherwise eligible under this Section, withoutthe execution or filing of any paper or any further act on the part ofthe parties hereto or such Authorized Agent or such successorcorporation.

(d)    Any Authorized Agent may at any timeresign by giving written notice of resignation to the Trustee, theCompany and the Loan Trustees. The Company may, and at the request ofthe Trustee shall, at any time terminate the agency of any AuthorizedAgent by giving written notice of termination to such Authorized Agentand to the Trustee. Upon the resignation or termination of anAuthorized Agent or in case at any time any such Authorized Agent shallcease to be eligible under this Section (when, in either case,no other Authorized Agent performing the functions of such AuthorizedAgent shall have been appointed), the Company shall promptly appointone or more qualified successor Authorized Agents, reasonablysatisfactory to the Trustee, to perform the functions of the AuthorizedAgent which has resigned or whose agency has been terminated or whoshall have ceased to be eligible under this Section. The Company shallgive written notice of any such appointment made by it to the Trusteeand the Loan Trustees; and in each case the Trustee shall mail noticeof such appointment to all Certificateholders as their names andaddresses appear on the Register.

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

Section 7.13.    Moneyfor Certificate Payments to Be Held in Trust.    All moneysdeposited with any Paying Agent for the purpose of any payment onCertificates shall be deposited and held in trust for the benefit ofthe Certificateholders entitled to such payment, subject to theprovisions of this Section. Moneys so deposited and held in trust shallconstitute a separate trust fund for the benefit of theCertificateholders with respect to which such money was deposited.

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

Section 7.14.    Registration of EquipmentNotes in Name of Subordination Agent.    The Trustee agrees thatall Equipment Notes to be purchased by the Trust shall be issued in thename of the Subordination Agent or its nominee and held by theSubordination Agent in trust for the benefit of the Certificateholders,or, if not so held, the Subordination Agent or its nominee shall bereflected as the owner of such Equipment Notes in the register of theissuer of such Equipment Notes.

Section7.15.    Representations and Warranties ofTrustee.    The Trustee hereby represents and warrants that:

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(a)    the Trustee is a Delawarebanking corporation organized and validly existing in good standingunder the laws of the State of Delaware;

(b)    the Trusteehas full power, authority and legal right to execute, deliver, andperform this Agreement, the Intercreditor Agreement, the EscrowAgreement, the Note Purchase Agreement and the Financing Documents towhich it is a party and has taken all necessary action to authorize theexecution, delivery, and performance by it of this Agreement, theIntercreditor Agreement, the Escrow Agreement, the Note PurchaseAgreement and the Financing Documents to which it is a party;

(c)    the execution, delivery and performance by the Trustee ofthis Agreement, the Intercreditor Agreement, the Escrow Agreement, theNote Purchase Agreement and the Financing Documents to which it is aparty (i) will not violate any provision of United Statesfederal law or the law of the State of Delaware where it is locatedgoverning the banking and trust powers of the Trustee or any order,writ, judgment, or decree of any court, arbitrator or governmentalauthority applicable to the Trustee or any of its assets, (ii)will not violate any provision of the articles of association orby-laws of the Trustee, or (iii) will not violate any provisionof, or constitute, with or without notice or lapse of time, a defaultunder, or result in the creation or imposition of any lien on anyproperties included in the Trust Property pursuant to the provisions ofany mortgage, indenture, contract, agreement or other undertaking towhich it is a party, which violation, default or lien could reasonablybe expected to have an adverse effect on the Trustee’sperformance or ability to perform its duties hereunder or thereunder oron the transactions contemplated herein or therein;

(d)    theexecution, delivery and performance by the Trustee of this Agreement,the Intercreditor Agreement, the Escrow Agreement, the Note PurchaseAgreement, and the Financing Documents to which it is a party will notrequire the authorization, consent, or approval of, the giving ofnotice to, the filing or registration with, or the taking of any otheraction in respect of, any governmental authority or agency of theUnited States or the State of Delaware regulating the banking andcorporate trust activities of the Trustee;

(e)    thisAgreement, the Intercreditor Agreement, the Escrow Agreement, the NotePurchase Agreement, and the Financing Documents to which it is a partyhave been duly executed and delivered by the Trustee and constitute thelegal, valid, and binding agreements of the Trustee, enforceableagainst it in accordance with their respective terms, provided thatenforceability may be limited by (i) applicable bankruptcy,insolvency, reorganization, moratorium or similar laws affecting therights of creditors generally and (ii) general principles ofequity, regardless of whether applied in a proceeding in equity or atlaw; and

(f)    the statements made by it in a Statement ofEligibility on Form T-1 supplied or to be supplied to theCompany in connection with the registration of any Certificates are andwill be true and accurate subject to the qualifications set forththerein; and that such statement complies and will comply in allmaterial respects with the requirements of the Trust Indenture Act andthe Securities Act.

Section 7.16.    WithholdingTaxes Information Reporting.    (a) The Trustee, as trustee ofthe grantor trust created by this Agreement, shall exclude and withholdfrom each distribution of principal, premium, if any, and interest andother amounts due under this Agreement or under the Certificates anyand all withholding taxes applicable thereto as required by law. TheTrustee agrees to act as such withholding agent and, in connectiontherewith, whenever any present or future taxes or similar charges arerequired to be withheld with respect to any amounts payable in respectof the Certificates, to withhold such amounts and timely pay the sameto the appropriate authority in the name of and on behalf of theCertificateholders, that it will file any necessary withholding taxreturns or statements when due, and that, as promptly as possible afterthe payment thereof, it will deliver to each such Certificateholderappropriate documentation showing the payment thereof, together withsuch additional documentary evidence as such Certificateholders mayreasonably request from time to time. The Trustee agrees to file anyother information reports as it may be required to file under UnitedStates law.

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

Section7.17.    Trustee’s Liens.    The Trustee in itsindividual capacity agrees that it will at its own cost and expensepromptly take any action as may be necessary to duly discharge andsatisfy in full any mortgage, pledge, lien, charge, encumbrance,security interest or claim (‘‘Trustee’sLiens’’) on or with respect to the Trust Property whichis attributable to the Trustee either (i) in its individualcapacity and which is unrelated to the transactions contemplated bythis Agreement, the Intercreditor Agreement, the Note PurchaseAgreement or the Financing Documents, or (ii) as Trusteehereunder or in its individual capacity and which arises out of acts oromissions on the part of the Trustee which are not contemplated by thisAgreement.

Section 7.18.    Preferential Collectionof Claims.    The Trustee shall comply with Section311(a) of the Trust Indenture Act, excluding any creditor relationshiplisted in Section 311(b) of the Trust Indenture Act. If theTrustee shall resign or be removed as Trustee, it shall be subject toSection 311(a) of the Trust Indenture Act to the extent providedtherein.

ARTICLEVIII

CERTIFICATEHOLDERS’ LISTS AND REPORTS BYTRUSTEE

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

Section 8.02.    Preservation of InformationCommunications to Certificateholders.    The Trustee shallpreserve, in as current a form as is reasonably practicable, the namesand addresses of Certificateholders contained in the most recent listfurnished to the Trustee as provided in Section 7.12 orSection 8.01, as the case may be, and the names and addresses ofCertificateholders received by the Trustee in its capacity asRegistrar, if so acting. The Trustee may destroy any list furnished toit as provided in Section 7.12 or Section 8.01, as thecase may be, upon receipt of a new list so furnished.

Section8.03.    Reports by Trustee.    Within 60 days after_______ of each yearcommencing with the first full year following the issuance of theCertificates, the Trustee shall transmit to the Certificateholders, asprovided in Section 313(c) of the Trust Indenture Act, a briefreport dated as of such_______, if requiredby Section 313(a) of the Trust Indenture Act.

Section8.04.    Reports by the Company.    The Companyshall:

(a)    file with the Trustee, within 30 days after theCompany is required to file the same with the SEC, copies of the annualreports and of the information, documents and other reports (or copiesof such portions of any of the foregoing as the SEC may from time totime by rules and regulations prescribe) which the Company is requiredto file with the SEC pursuant to Section 13 or Section15(d) of the Securities Exchange Act of 1934, as amended; or, if theCompany is not required to file information, documents or reportspursuant to either of such sections, then to file with the Trustee andthe SEC, in accordance with rules and regulations prescribed by theSEC, such of the supplementary and periodic information, documents andreports which may be required pursuant to

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Section 13 of the Securities ExchangeAct of 1934, as amended, in respect of a security listed and registeredon a national securities exchange as may be prescribed in such rulesand regulations;

(b)    file with the Trustee and the SEC, inaccordance with the rules and regulations prescribed by the SEC, suchadditional information, documents and reports with respect tocompliance by the Company with the conditions and covenants providedfor in this Agreement, as may be required by such rules andregulations, including, in the case of annual reports, if required bysuch rules and regulations, certificates or opinions of independentpublic accountants, conforming to the requirements of Section1.02;

(c)    transmit to all Certificateholders, in the mannerand to the extent provided in Section 313(c) of the TrustIndenture Act such summaries of any information, documents and reportsrequired to be filed by the Company pursuant to Subsections (a) and (b)of this Section 8.04 as may be required by rules and regulationsprescribed by the SEC; and

(d)    furnish to the Trustee, notless often than annually, a brief certificate from the principalexecutive officer, principal financial officer, any Vice President (ormore senior ranking officer) or the principal accounting officer as tohis or her knowledge of the Company’s compliance with allconditions and covenants under this Agreement (it being understood thatfor purposes of this paragraph (d), such compliance shall be determinedwithout regard to any period of grace or requirement of notice providedunder this Agreement).

ARTICLEIX

SUPPLEMENTAL AGREEMENTS

Section9.01.    Supplemental Agreements Without Consent ofCertificateholders.    Without the consent of theCertificateholders, the Company may (but will not be required to), andthe Trustee (subject to Section 9.03) shall, at theCompany’s request, at any time and from time to time, enter intoone or more agreements supplemental hereto or, if applicable, to theIntercreditor Agreement, the Escrow Agreement, the Note PurchaseAgreement, the Deposit Agreement, the Policy, the Policy ProviderAgreement or any Liquidity Facility in form satisfactory to theTrustee, for any of the following purposes:

(1)    to evidence the succession of anothercorporation to the Company and the assumption by any such successor ofthe covenants of the Company herein contained or of the Company’sobligations under the Note Purchase Agreement, the Policy ProviderAgreement or any Liquidity Facility; or

(2)    to add to the covenants of the Company forthe benefit of the Certificateholders, or to surrender any right orpower conferred upon the Company in this Agreement, the Note PurchaseAgreement, the Policy, the Policy Provider Agreement or any LiquidityFacility; or

(3)    to correct or supplementany provision in this Agreement, the Intercreditor Agreement, theEscrow Agreement, the Deposit Agreement, the Note Purchase Agreement,the Policy, the Policy Provider Agreement or any Liquidity Facilitywhich may be defective or inconsistent with any other provision hereinor therein or to cure any ambiguity or correct any mistake or to modifyany other provision with respect to matters or questions arising underthis Agreement, the Escrow Agreement, the Deposit Agreement, the NotePurchase Agreement, the Intercreditor Agreement, the Policy, the PolicyProvider Agreement or any Liquidity Facility, provided thatany such action shall not materially adversely affect the interests ofthe Certificateholders; or

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

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

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

provided, however, that no suchsupplemental agreement shall adversely affect the status of any Trustas a grantor trust under Subpart E, Part I ofSubchapter J of Chapter 1 of Subtitle A of theInternal Revenue Code of 1986, as amended, for U.S. federal income taxpurposes.

Section 9.02.    Supplemental Agreementswith Consent of Certificateholders.    With the consent of theCertificateholders holding Certificates (including consents obtained inconnection with a tender offer or exchange offer for the Certificates)evidencing Fractional Undivided Interests aggregating not less than amajority in interest in the Trust, by Direction of saidCertificateholders delivered to the Company and the Trustee and theconsent of the Policy Provider, the Company may, and the Trustee(subject to Section 9.03) shall, enter into an agreement oragreements for the purpose of adding any provisions to or changing inany manner or eliminating any of the provisions of this Agreement, theIntercreditor Agreement, any Liquidity Facility, the Policy and thePolicy Provider Agreement, the Escrow Agreement, the Deposit Agreementor the Note Purchase Agreement to the extent applicable to suchCertificateholders or of modifying in any manner the rights andobligations of such Certificateholders under this Agreement, theIntercreditor Agreement, any Liquidity Facility, the Policy and thePolicy Provider Agreement, the Escrow Agreement, the Deposit Agreementor the Note Purchase Agreement; provided, however,that no such agreement shall, without the consent of theCertificateholder of each Outstanding Certificate affected thereby:

(1)    reduce in any manner the amount of, ordelay the timing of, any receipt by the Trustee (or, with respect tothe Deposits, the Certificateholders) of payments on the EquipmentNotes or other Trust Property held in the Trust or on the Deposits ordistributions that are required to be made herein on any Certificate,or change any date of payment on any Certificate, or change the placeof payment where, or the coin or currency in which, any Certificate ispayable, or impair the right to institute suit for the enforcement ofany such payment or distribution on or after the Regular DistributionDate or Special Distribution Date applicable thereto; or

(2)    permit the disposition of any EquipmentNote included in the Trust Property except as permitted by thisAgreement or the Intercreditor Agreement, or otherwise deprive suchCertificateholder of the benefit of the ownership of the EquipmentNotes in the Trust; or

(3)    reduce thespecified percentage of the aggregate Fractional Undivided Interests ofthe Trust which is required for any such supplemental agreement, orreduce such specified percentage required for any waiver of compliancewith certain provisions of this Agreement or certain defaults hereunderand their consequences provided for in this Agreement; or

(4)    waive, amend or modify Section 2.4,or ___ of the Intercreditor Agreement, in a manneradverse to the Certificateholders; or

(5)    modify any of the provisions of thisSection 9.02 or Section 6.05, except to increase any suchpercentage or to provide that certain other provisions of thisAgreement cannot be modified or waived without the consent of theCertificateholder of each Certificate affected thereby;or

(6)    terminate or modify the Policy;or

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

It shall not benecessary for any Direction of Certificateholders under this Section toapprove the particular form of any proposed supplemental agreement, butit shall be sufficient if such Direction shall approve the substancethereof.

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Section 9.03.    DocumentsAffecting Immunity or Indemnity.    Except for the performanceof its covenants herein, if in the opinion of the Trustee any documentrequired to be executed by it pursuant to the terms of Section9.01 or 9.02 affects adversely any interest, right, duty, immunity orindemnity in favor of the Trustee under this Agreement, the Trustee mayin its discretion decline to execute such document.

Section9.04.    Execution of Supplemental Agreements.    Inexecuting, or accepting the additional trusts created by, any agreementpermitted by this Article or the modifications thereby of the trustscreated by this Agreement, the Trustee shall be entitled to receive,and shall be fully protected in relying upon, an Opinion of Counselstating that the execution of such supplemental agreement is authorizedor permitted by this Agreement.

Section9.05.    Effect of Supplemental Agreements.    Uponthe execution of any agreement supplemental to this Agreement underthis Article, this Agreement shall be modified in accordance therewith,and such supplemental agreement shall form a part of this Agreement forall purposes; and every Holder of a Certificate theretofore orthereafter authenticated and delivered hereunder shall be boundthereby.

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

Section9.07.    Reference in Certificates to SupplementalAgreements.    Certificates authenticated and delivered afterthe execution of any supplemental agreement pursuant to thisArticle may bear a notation in form approved by the Trustee asto any matter provided for in such supplemental agreement; and, in suchcase, suitable notation may be made upon Outstanding Certificates afterproper presentation and demand.

ARTICLEX

AMENDMENTS TO INDENTURES AND FINANCING DOCUMENTS

Section 10.01.    Amendments and Supplements toIndentures and Financing Documents.    In the event that theTrustee, as holder (or beneficial owner through the SubordinationAgent) of any Equipment Note in trust for the benefit of theCertificateholders or as Controlling Party under the IntercreditorAgreement, receives (directly or indirectly through the SubordinationAgent) a request for a consent to any amendment, modification, waiveror supplement under any Indenture, any other Financing Document, anyEquipment Note or any other related document, the Trustee shallforthwith send a notice of such proposed amendment, modification,waiver or supplement to each Certificateholder registered on theRegister as of the date of such notice and the Policy Provider. TheTrustee shall request from the Policy Provider or if a Policy ProviderDefault has occurred and is continuing, Certificateholders a Directionas to (a) whether or not to take or refrain from taking (ordirect the Subordination Agent to take or refrain from taking) anyaction which a holder of such Equipment Note or as Controlling Partyhas 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 suchEquipment Note or a Controlling Party and (c) how to vote (ordirect the Subordination Agent to vote) any Equipment Note if a votehas been called for with respect thereto. Provided such a request forCertificateholder Direction shall have been made, in directing anyaction or casting any vote or giving any consent as the holder of anyEquipment Note (or in directing the Subordination Agent in any of theforegoing), (i) other than as Controlling Party, the Trusteeshall vote for or give consent to any such action with respect to suchEquipment Note in the same proportion as that of (A) theaggregate face amounts of all Certificates actually voted in favor ofor for giving consent to such action by such Direction ofCertificateholders to (B) the aggregate face amount of allOutstanding Certificates and (ii) as Controlling Party, theTrustee shall vote [jointly with the Class_-_ Trustee (as defined in the IntercreditorAgreement)] as directed in such Certificateholder Direction[by the Certificateholders [and Class_-_ Certificateholders] evidencing a FractionalUndivided Interest [(as defined herein and in the Class_-_ Trust Agreement (as defined in the IntercreditorAgreement))] aggregating not less than a majority in interest inthe

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Trust [and the Class_-_ Trust (as defined in the Intercreditor Agreement),voting as one class.] For purposes of the immediately precedingsentence, a Certificate shall have been ‘‘actuallyvoted’’ if the Holder of such Certificate has deliveredto the Trustee an instrument evidencing such Holder’s consent tosuch Direction prior to two Business Days before the Trustee directssuch action or casts such vote or gives such consent. Notwithstandingthe foregoing, but subject to Section 6.04 and the IntercreditorAgreement, the Trustee may, in its own discretion and at its owndirection, consent and notify the relevant Loan Trustee of such consent(or direct the Subordination Agent to consent and notify the LoanTrustee of such consent) to any amendment, modification, waiver orsupplement under the relevant Indenture, any other Financing Document,any Equipment Note or any other related document, if an Event ofDefault hereunder shall have occurred and be continuing, or if suchamendment, modification, waiver or supplement will not materiallyadversely affect the interests of the Certificateholders.

ARTICLE XI

TERMINATION OF TRUST

Section 11.01.    Termination of theTrust.    The respective obligations and responsibilities of theCompany and the Trustee with respect to the Trust shall terminate uponthe earlier of (A) the completion of the assignment, transferand discharge described in the first sentence of the immediatelyfollowing paragraph and (B) distribution to all Holders ofCertificates and the Trustee of all amounts required to be distributedto them pursuant to this Agreement and the disposition of all propertyheld as part of the Trust Property; provided,however, that in no event shall the Trust continue beyond onehundred ten (110) years following the date of the earliest execution ofthis Trust Agreement.

Upon the earlier of (i) the firstBusiness Day after_____________,____, or, if later, the fifth Business Dayfollowing the Delivery Period Termination Date and (ii) thefifth Business Day following the date on which a Triggering Eventoccurs (such date, the ‘‘TransferDate’’), or, if later the date on which all of theconditions set forth in the immediately following sentence have beensatisfied, the Trustee is hereby directed (subject only to theimmediately following sentence) to, and the Company shall direct theinstitution that will serve as the Related Trustee under the RelatedPass Through Trust Agreement to, execute and deliver the Assignment andAssumption Agreement, pursuant to which the Trustee shall assign,transfer and deliver all of the Trustee’s right, title andinterest to the Trust Property to the Related Trustee under the RelatedPass Through Trust Agreement. The Trustee and the Related Trustee shallexecute and deliver the Assignment and Assumption Agreement upon thesatisfaction of the following conditions:

(i)    The Trustee, the Related Trustee and eachof the Rating Agencies then rating the Certificates shall have receivedan Officer’s Certificate and an Opinion of Counsel dated the dateof the Assignment and Assumption Agreement and each satisfying therequirements of Section 1.02, which Opinion of Counsel shall besubstantially to the effect set forth below and may be relied upon bythe Beneficiaries (as defined in the Assignment and AssumptionAgreement):

(a)    upon the execution anddelivery thereof by the parties thereto in accordance with the terms ofthis Agreement and the Related Pass Through Trust Agreement, theAssignment and Assumption Agreement will constitute the valid andbinding obligation of each of the parties thereto enforceable againsteach such party in accordance with its terms;

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

(c)    the Related Trust is not required to beregistered as an investment company under the Investment Company Act of1940, as amended;

(d)    the Related PassThrough Trust Agreement constitutes the valid and binding obligation ofthe Company enforceable against the Company in accordance with itsterms; and

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(e)    neither theexecution and delivery of the Assignment and Assumption Agreement inaccordance with the terms of this Agreement and the Related PassThrough Trust Agreement, nor the consummation by the parties thereto ofthe transactions contemplated to be consummated thereunder on the datethereof, will violate any law or governmental rule or regulation of theState of New York or the United States of America known to such counselto be applicable to the transactions contemplated by the Assignment andAssumption Agreement.

(ii)    The Trustee andthe Company shall have received (x) a copy of the articles ofincorporation and bylaws of the Related Trustee certified as of theTransfer Date by the Secretary or Assistant Secretary of suchinstitution and (y) a copy of the filing (including all attachmentsthereto) made by the institution serving as the Related Trustee withthe Office of the Superintendent, State of New York Banking Departmentfor the qualification of the Related Trustee under Section131(3) of the New York Banking Law.

Upon the execution of theAssignment and Assumption Agreement by the parties thereto, the Trustshall be terminated, the Certificateholders shall receive beneficialinterests in the Related Trust in exchange for their interests in theTrust equal to their respective beneficial interests in the Trust, andthe Outstanding Certificates representing Fractional UndividedInterests in the Trust shall be deemed for all purposes of thisAgreement and the Related Pass Through Trust Agreement, without furthersignature or action of any party or Certificateholder, to becertificates representing the same fractional undivided interests inthe Related Trust and its trust property. By acceptance of itsCertificate, each Certificateholder consents to such assignment,transfer and delivery of the Trust Property to the trustee of theRelated Trust upon the execution and delivery of the Assignment andAssumption Agreement.

In connection with the occurrence of theevent set forth in clause (B) above, notice of such termination,specifying the Distribution Date upon which the Certificateholders maysurrender their Certificates to the Trustee for payment of the finaldistribution and cancellation, shall be mailed promptly by the Trusteeto Certificateholders not earlier than the 60th day and not later thanthe 20th day next preceding such final Distribution Date specifying(A) the Distribution Date upon which the proposed final paymentof the Certificates will be made upon presentation and surrender ofCertificates 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 suchDistribution Date is not applicable, payments being made only uponpresentation and surrender of the Certificates at the office or agencyof the Trustee therein specified. The Trustee shall give such notice tothe Registrar at the time such notice is given to Certificateholders.Upon presentation and surrender of the Certificates in accordance withsuch notice, the Trustee shall cause to be distributed toCertificateholders such final payments.

In the event that all ofthe Certificateholders shall not surrender their Certificates forcancellation within six months after the date specified in theabove-mentioned written notice, the Trustee shall give a second writtennotice to the remaining Certificateholders to surrender theirCertificates for cancellation and receive the final distribution withrespect thereto. No additional interest shall accrue on theCertificates after the Distribution Date specified in the first writtennotice. In the event that any money held by the Trustee for the paymentof distributions on the Certificates shall remain unclaimed for twoyears (or such lesser time as the Trustee shall be satisfied, aftersixty days’ notice from the Company, is one month prior to theescheat period provided under applicable law) after the finaldistribution date with respect thereto, the Trustee shall pay to eachLoan Trustee the appropriate amount of money relating to such LoanTrustee and shall give written notice thereof to the Company.

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ARTICLEXII

MISCELLANEOUS PROVISIONS

Section12.01.    Limitation on Rights ofCertificateholders.    The death or incapacity of anyCertificateholder shall not operate to terminate this Agreement or theTrust, nor entitle such Certificateholder’s legal representativesor heirs to claim an accounting or to take any action or commence anyproceeding in any court for a partition or winding up of the Trust, norotherwise affect the rights, obligations, and liabilities of theparties hereto or any of them.

Section12.02.    Certificates Nonassessable and FullyPaid.    Except as set forth in the last sentence of thisSection 12.02, Certificateholders shall not be personally liablefor obligations of the Trust, the Fractional Undivided Interestsrepresented by the Certificates shall be nonassessable for any lossesor expenses of the Trust or for any reason whatsoever, andCertificates, upon authentication thereof by the Trustee pursuant toSection 3.03, are and shall be deemed fully paid. NoCertificateholder shall have any right (except as expressly providedherein) to vote or in any manner otherwise control the operation andmanagement of the Trust Property, the Trust, or the obligations of theparties hereto, nor shall anything set forth herein, or contained inthe terms of the Certificates, be construed so as to constitute theCertificateholders from time to time as partners or members of anassociation. Neither the existence of the Trust nor any provisionherein is intended to or shall limit the liability theCertificateholders would otherwise incur if the Certificateholdersowned Trust Property as co-owners, or incurred any obligations of theTrust, directly rather than through the Trust.

Section12.03.    Notices.    (a) Unless otherwisespecifically provided herein, all notices required under the terms andprovisions of this Agreement shall be in English and in writing, andany such notice may be given by United States mail, courier service ortelecopy, and any such notice shall be effective when received or, ifmade, given, furnished or filed by facsimile or telecommunicationtransmission, 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 AirwaysCorporation
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
1100North Market Street
Wilmington, Delaware 19890-0001


Attention: Corporate Trust Administration
Facsimile:(302) 636-4140
Telephone: (302) 636-6000

(b)    TheCompany or the Trustee, by notice to the other, may designateadditional or different addresses for subsequent notices orcommunications.

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(c)    Any notice or communication toCertificateholders shall be mailed by first-class mail to the addressesfor Certificateholders shown on the Register kept by the Registrar.Failure so to mail a notice or communication or any defect in suchnotice or communication shall not affect its sufficiency with respectto other Certificateholders.

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

(e)    If theCompany mails a notice or communication to the Certificateholders, itshall mail a copy to the Trustee and to the Paying Agent at the sametime.

(f)    Notwithstanding the foregoing, all communicationsor notices to the Trustee shall be deemed to be given only whenreceived by a Responsible Officer of the Trustee.

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

Section12.04.    Governing Law.    THIS AGREEMENT HAS BEENDELIVERED IN THE STATE OF DELAWARE AND THIS AGREEMENT AND THECERTIFICATES SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THELAWS OF THE STATE OF DELAWARE AND THE OBLIGATIONS, RIGHTS AND REMEDIESOF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCHLAWS.

Section 12.05.    Severability ofProvisions.    If any one or more of the covenants, agreements,provisions or terms of this Agreement shall be for any reasonwhatsoever 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 wayaffect the validity or enforceability of the other provisions of thisAgreement or the Trust, or of the Certificates or the rights of theCertificateholders thereof.

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

Section12.07.    Effect of Headings and Table ofContents.    The Article and Section headings herein and theTable of Contents are for convenience only and shall not affect theconstruction hereof.

Section 12.08.    Successorsand Assigns.    All covenants, agreements, representations andwarranties in this Agreement by the Trustee and the Company shall bindand, to the extent permitted hereby, shall inure to the benefit of andbe enforceable by their respective successors and assigns, whether soexpressed or not.

Section 12.09.    Benefits ofAgreement.    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 theirsuccessors hereunder, and the Certificateholders, any benefit or anylegal or equitable right, remedy or claim under this Agreement.

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

Section12.11.    Counterparts.    For the purpose offacilitating the execution of this Agreement and for other purposes,this Agreement may be executed simultaneously in any number ofcounterparts, each of which counterparts shall be deemed to be anoriginal, and all of which counterparts shall constitute but one andthe same instrument.

Section 12.12.    Intention ofParties.    The parties hereto intend that the Trust beclassified for U.S. federal income tax purposes as a grantor trustunder Subpart E, Part I of Subchapter J of the

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Internal Revenue Code of 1986, as amended,and not as a trust or association taxable as a corporation or as apartnership. Each Certificateholder and Investor, by its acceptance ofits Certificate or a beneficial interest therein, agrees to treat theTrust as a grantor trust for all U.S. federal, state and local incometax purposes. The powers granted and obligations undertaken pursuant tothis Agreement shall be so construed so as to further such intent.

* * *

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IN WITNESS WHEREOF, the partieshave caused this Agreement to be duly executed by their respectiveofficers thereunto duly authorized as of the day and year first writtenabove.

JETBLUE AIRWAYSCORPORATION
By:   ______________________________
Name:
Title:

WILMINGTON TRUST COMPANY, asTrustee
By:   ______________________________
Name:
Title:

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EXHIBITA

FORM OF CERTIFICATE

REGISTERED
No.   ____________

UNLESS THISCERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THEDEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION(‘‘DTC’’), TO THE TRUSTEE OR ITS AGENTFOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATEISSUED IN EXCHANGE FOR THIS CERTIFICATE IS REGISTERED IN THE NAME OFCEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY ANAUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT HEREON IS MADE TOCEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY ANAUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USEHEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCHAS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTERESTHEREIN.

TRANSFERS OF THIS CERTIFICATE SHALL BELIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC ORTO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE AND TRANSFERSOF PORTIONS OF THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERSMADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN SECTION3.05 OF THE PASS THROUGH TRUST AGREEMENT REFERRED TO HEREIN.

BY ITS ACQUISITION HEREOF, THE HOLDER REPRESENTSTHAT (A) NO PLAN ASSETS HAVE BEEN USED TO PURCHASE THISCERTIFICATE OR AN INTEREST HEREIN OR (B) THE PURCHASE ANDHOLDING OF THIS CERTIFICATE OR AN INTEREST HEREIN IS EXEMPT FROM THEPROHIBITED TRANSACTION RESTRICTIONS OF ERISA AND THE CODE PURSUANT TOONE OR MORE PROHIBITED TRANSACTION STATUTORY OR ADMINISTRATIVEEXEMPTIONS. THE PASS THROUGH TRUST AGREEMENT CONTAINS A PROVISIONREQUIRING THE TRUSTEE TO REFUSE TO REGISTER ANY TRANSFER OF THISCERTIFICATE IN VIOLATION OF THE FOREGOING RESTRICTIONS.

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GLOBAL CERTIFICATE

JETBLUEAIRWAYS PASS THROUGH TRUST, SERIES____

JetBlueAirways
Pass Through Certificate,
Series____

Final LegalDistribution Date:_______________, _____

evidencing a fractional undivided interest in a trust, theproperty of which includes certain equipment notes each secured by anAircraft owned by JetBlue Airways Corporation.

having a faceamount of$[__________]representing[_____]% of theTrust per $1,000 face amount

THIS CERTIFIES THAT____________________,for value received, is the registered owner of a Fractional UndividedInterest having a face amount of$_______________(_______________dollars) in the JetBlue Airways Pass Through Trust, Series_________(the ‘‘Trust’’) created pursuant to aPass Through Trust Agreement, dated as of____________,____ (the‘‘Agreement’’), between Wilmington TrustCompany (the ‘‘Trustee’’) and JetBlueAirways Corporation, a corporation incorporated under Delaware law (the‘‘Company’’), a summary of certain ofthe pertinent provisions of which is set forth below. To the extent nototherwise defined herein, the capitalized terms used herein have themeanings assigned to them in the Agreement. This Certificate is one ofthe duly authorized Certificates designated as JetBlue Airways PassThrough Certificates, Series_________’’(herein called the ‘‘Certificates’’).This Certificate is issued under and is subject to the terms,provisions, and conditions of the Agreement. By virtue of itsacceptance hereof the Certificateholder of this Certificate assents toand agrees to be bound by the provisions of the Agreement and theIntercreditor Agreement. The property of the Trust includes an interestin certain Equipment Notes and all rights of the Trust to receivepayments under the Intercreditor Agreement, the Policy and anyLiquidity Facility (the ‘‘TrustProperty’’). Each issue of the Equipment Notes issecured by, among other things, a security interest in the Aircraftowned by the Company.

The Certificates represent fractionalundivided interests in the Trust and the Trust Property, and have norights, benefits or interest in respect of any assets or property otherthan the Trust Property.

Subject to and in accordance with theterms of the Agreement and the Intercreditor Agreement, from and to theextent of funds then available to the Trustee, there will bedistributed on each (i)__________,__________,__________and__________and (ii) in the case of any payment of principal or interest on,or with respect to, any Equipment Note received by the SubordinationAgent after the date on which such payment is scheduled to be made, butwithin ten Business Days of such scheduled payment date, the date ofreceipt of such payment by the Trustee if received by noon and iflater, the next Business Day (each a ‘‘RegularDistribution Date’’), commencing on_____________,_____, to the Person in whose namethis Certificate is registered at the close of business on the RecordDate immediately preceding the Regular Distribution Date, an amount inrespect of the Scheduled Payments due on such Regular Distribution Dateon the Equipment Notes, the receipt of which has been confirmed by theTrustee, equal to the product of the percentage interest in the Trustevidenced by this Certificate and an amount equal to the sum of suchScheduled Payments. Subject to and in accordance with the terms of theAgreement and the Intercreditor Agreement, in the event that SpecialPayments on the Equipment Notes are received by the Trustee, from fundsthen available to the Trustee, there shall be distributed on theapplicable Special Distribution Date, to the Person in whose name thisCertificate is registered at the close of business on the_____ day preceding the SpecialDistribution Date, an amount in respect of such Special Payments on theEquipment Notes, the receipt of which has been confirmed by theTrustee, equal to the product of the percentage interest in the Trustevidenced by this Certificate and an amount equal to the sum of suchSpecial Payments so received. If a Regular Distribution Date or SpecialDistribution Date is not a Business Day, distribution shall be made onthe immediately following Business Day with the same force and effectas if made on such Regular Distribution Date or Special DistributionDate. The Trustee shall mail notice of each Special Payment and theSpecial Distribution Date therefor to the Certificateholder of thisCertificate.

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The Certificates do not represent a directobligation of, or an obligation guaranteed by, or an interest in, theCompany or the Trustee or any of their affiliates. The Certificates arelimited in right or payment, all as more specifically set forth on theface hereof and in the Agreement. All payments or distributions made toCertificateholders under the Agreement shall be made only from theTrust Property and only to the extent that the Trustee shall havesufficient income or proceeds from the Trust Property to make suchpayments in accordance with the terms of the Agreement. EachCertificateholder of this Certificate, by its acceptance hereof, agreesthat it will look solely to the income and proceeds from the TrustProperty to the extent available for distribution to suchCertificateholder as provided in the Agreement. This Certificate doesnot purport to summarize the Agreement and reference is made to theAgreement for information with respect to the interests, rights,benefits, obligations, proceeds, and duties evidenced hereby. A copy ofthe Agreement may be examined during normal business hours at theprincipal 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, theamendment thereof and the modification of the rights and obligations ofthe Company and the rights of the Certificateholders under theAgreement at any time by the Company and the Trustee with the consentof the Certificateholders holding Certificates evidencing FractionalUndivided Interests aggregating not less than a majority in interest inthe Trust. Any such consent by the Certificateholder of thisCertificate shall be conclusive and binding on such Certificateholderand upon all future Certificateholders of this Certificate and of anyCertificate issued upon the transfer hereof or in exchange hereof or inlieu hereof whether or not notation of such consent is made upon thisCertificate. The Agreement also permits the amendment thereof, incertain limited circumstances, without the consent of theCertificateholders of any of the Certificates.

As provided inthe Agreement and subject to certain limitations therein set forth, thetransfer of this Certificate is registrable in the Register uponsurrender of this Certificate for registration of transfer at theoffices or agencies maintained by the Trustee in its capacity asRegistrar, or by any successor Registrar, in the Borough of Manhattan,the City of New York, duly endorsed or accompanied by a writteninstrument of transfer in form satisfactory to the Trustee and theRegistrar duly executed by the Certificateholder hereof or suchCertificateholder’s attorney duly authorized in writing, andthereupon one or more new Certificates of authorized denominationsevidencing the same aggregate Fractional Undivided Interest in theTrust will be issued to the designated transferee or transferees.

Except as otherwise provided in the Agreement and notwithstandingthe above, the final distribution on this Certificate will be madeafter notice mailed by the Trustee of the pendency of such distributionand only upon presentation and surrender of this Certificate at theoffice or agency of the Trustee specified in such notice.

Undercertain circumstances set forth in Section 11.01 of theAgreement, all of the Trustee’s right, title and interest to theTrust Property may be assigned, transferred and delivered to theRelated Trustee of the Related Trust pursuant to the Assignment andAssumption Agreement. Upon the effectiveness of such Assignment andAssumption Agreement (the ‘‘Transfer’’),the Trust shall be terminated, the Certificateholders shall receivebeneficial interests in the Related Trust in exchange for theirinterests in the Trust equal to their respective beneficial interestsin the Trust, the Certificates representing Fractional UndividedInterests in the Trust shall be deemed for all purposes of theAgreement and the Related Pass Through Trust Agreement to becertificates representing the same fractional undivided interests inthe Related Trust and its trust property. Each Certificateholder, byits acceptance of this Certificate or a beneficial interest herein,agrees to be bound by the Assignment and Assumption Agreement andsubject to the terms of the Related Pass Through Trust Agreement as acertificateholder thereunder. From and after the Transfer, unless andto the extent the context otherwise requires, references herein to theTrust, the Agreement and the Trustee shall constitute references to theRelated Trust, the Related Pass Through Trust Agreement and trustee ofthe Related Trust, respectively.

The Certificates are issuableonly as registered Certificates without coupons in minimumdenominations of $1,000 Fractional Undivided Interest and integralmultiples of $1,000 in excess

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thereof except that one Certificate may be ina different denomination. As provided in the Agreement and subject tocertain limitations therein set forth, the Certificates areexchangeable for new Certificates of authorized denominationsevidencing the same aggregate Fractional Undivided Interest in theTrust, as requested by the Certificateholder surrendering the same.

No service charge will be made for any such registration of transferor exchange, but the Trustee shall require payment by the Holder of asum sufficient to cover any tax or governmental charge payable inconnection therewith.

The Trustee, the Registrar, and any agentof the Trustee or the Registrar may treat the person in whose name thisCertificate is registered as the owner hereof for all purposes, andneither the Trustee, the Registrar, nor any such agent shall beaffected by any notice to the contrary.

The obligations andresponsibilities created by the Agreement and the Trust created therebyshall terminate upon the distribution to Certificateholders of allamounts required to be distributed to them pursuant to the Agreementand the disposition of all property held as part of the TrustProperty.

UNTIL THE TRANSFER, THE AGREEMENT AND THIS CERTIFICATESHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THESTATE OF DELAWARE AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THEPARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS,FROM AND AFTER THE TRANSFER, THE AGREEMENT AND THIS CERTIFICATE SHALLBE GOVERNED AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OFNEW YORK AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIESHEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.

Unless the certificate of authentication hereon has been executed bythe Trustee, by manual signature, this Certificate shall not beentitled to any benefit under the Agreement or be valid for anypurpose.

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

Dated:________________,_____

JETBLUEAIRWAYS PASS THROUGH TRUST, SERIES_________
By: WILMINGTON TRUST COMPANY,
not in itsindividual capacity but solely as Trustee
By:   ______________________________________
Name:
Title:

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[FORM OF THE TRUSTEE’SCERTIFICATE OF AUTHENTICATION]

This is oneof the Certificates referred
to in the within-mentionedAgreement.

WILMINGTON TRUST COMPANY, notin its individual capacity but solely as Trustee
By:   __________________________________
        AuthorizedOfficer

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FORM OF TRANSFER NOTICE

FORVALUE RECEIVED the undersigned registered holder hereby sell(s),assign(s) and transfer(s) unto

Insert TaxpayerIdentification No.

please printor typewrite name and address including zip code of assignee

the within Certificate andall rights thereunder, hereby irrevocably constituting andappointing

attorney to transfersaid Certificate on the books of the Trustee with full power ofsubstitution in thepremises.

Date:   ______________________________ [NameofTransferor]
  NOTE:The signature must correspond with
the name as written upon theface of the
within-mentioned instrument in every particular,
without alteration or any changewhatsoever.


SignatureGuarantee:   __________________  

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EXHIBITB

FORM OF ASSIGNMENT AND ASSUMPTION AGREEMENT
JetBlueAirways Pass Through Trust, Series_________

ASSIGNMENT AND ASSUMPTION AGREEMENT, dated__________,____, (the‘‘Agreement’’), between Wilmington TrustCompany, a Delaware banking corporation(‘‘WTC’’), not in its individualcapacity except as expressly provided herein, but solely as trusteeunder the Pass Through Trust Agreement dated as of__________,____, (as amended, modified or otherwisesupplemented from time to time, the ‘‘Pass Through TrustAgreement’’) in respect of the JetBlue Airways PassThrough Trust, Series_________(the ‘‘Assignor’’), and Wilmington TrustCompany, a Delaware banking corporation, not in its individual capacityexcept as expressly provided herein, but solely as trustee under thePass Through Trust Agreement dated as of_____________, ______ (the‘‘New Pass Through Trust Agreement’’) inrespect of the JetBlue Airways Pass Through Trust, Series_________(the ‘‘Assignee’’).

WITNESSETH:

WHEREAS, the parties hereto desire to effect on the datehereof (the ‘‘Transfer Date’’)(a) the transfer by the Assignor to the Assignee of all of theright, title and interest of the Assignor in, under and with respectto, among other things, the Trust Property and each of the documentslisted in Schedule I hereto (the ‘‘ScheduledDocuments’’) and (b) the assumption by theAssignee of the obligations of the Assignor (i) under theScheduled Documents and (ii) in respect of the Certificatesissued under the Pass Through Trust Agreement; and

WHEREAS, the Scheduled Documents permit such transfer uponsatisfaction of certain conditions heretofore or concurrently herewithbeing complied with;

NOW, THEREFORE, in consideration ofthe premises and of the mutual covenants and agreements hereincontained, the parties hereto do hereby agree as follows (capitalizedterms used herein without definition having the meaning ascribedthereto in the Pass Through Trust Agreement):

1.    Assignment.    The Assignor does hereby sell,assign, convey, transfer and set over unto the Assignee as of theTransfer Date all of its present and future right, title and interestin, under and with respect to the Trust Property and the ScheduledDocuments and each other contract, agreement, document or instrumentrelating to the Trust Property or the Scheduled Documents (such othercontracts, agreements, documents or instruments, together with theScheduled Documents, to be referred to as the ‘‘AssignedDocuments’’), and any proceeds therefrom, together withall documents and instruments evidencing any of such right, title andinterest.

2.    Assumption.    The Assignee herebyassumes 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 bedeemed a party to each of the Assigned Documents to which the Assignoris a party and shall be bound by all the terms thereof (including theagreements and obligations of the Assignor set forth therein) as iftherein named as the Assignor. Further, the Assignee hereby assumes forthe benefit of the Assignor and the Beneficiaries all of the duties andobligations of the Assignor under the Outstanding Certificates andhereby confirms that the Certificates representing Fractional UndividedInterests under the Pass Through Trust Agreement shall be deemed forall purposes of the Pass Through Trust Agreement and the New PassThrough Trust Agreement to be certificates representing the samefractional undivided interests under the New Pass Through TrustAgreement equal to their respective beneficial interests in the trustcreated under the Pass Through Trust Agreement.

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

4.    Payments.    The Assignor herebycovenants and agrees to pay over to the Assignee, if and when receivedfollowing the Transfer Date, any amounts (including any sums payable asinterest in respect thereof) paid to or for the benefit of the Assignorthat, under Section 1 hereof, belong to the Assignee.

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5.    FurtherAssurances.    The Assignor shall, at any time and from time totime, upon the request of the Assignee, promptly and duly execute anddeliver any and all such further instruments and documents and takesuch further action as the Assignee may reasonably request to obtainthe full benefits of this Agreement and of the right and powers hereingranted. The Assignor agrees to deliver the Global Certificates, andall Trust Property, if any, then in the physical possession of theAssignor, to the Assignee.

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

(i)    it has all requisite power and authorityand legal right to enter into and carry out the transactionscontemplated hereby and to carry out and perform the obligations of the‘‘Pass Through Trustee’’ under the AssignedDocuments;

(ii)    on and as of the datehereof, the representations and warranties of the Assignee set forth inSection 7.15 of the New Pass Through Trust Agreement are trueand correct.

(b)    The Assignor represents and warrants tothe Assignee that:

(i)    it is dulyincorporated, validly existing and in good standing under the laws ofthe State of Delaware and has the full trust power, authority and legalright under the laws of the State of Delaware and the United Statespertaining to its trust and fiduciary powers to execute and deliverthis Agreement;

(ii)    the execution anddelivery by it of this Agreement and the performance by it of itsobligations hereunder have been duly authorized by it and will notviolate its articles of association or by-laws or the provisions of anyindenture, mortgage, contract or other agreement to which it is a partyor by which it is bound; and

(iii)    thisAgreement constitutes the legal, valid and binding obligations of itenforceable against it in accordance with its terms, except as the samemay be limited by applicable bankruptcy, insolvency, reorganization,moratorium or similar laws affecting the rights of creditors generallyand by general principles of equity, whether considered in a proceedingat law or in equity.

7.    GOVERNING LAW.    THISAGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWOF THE STATE OF NEW YORK INCLUDING MATTERS OF CONSTRUCTION, VALIDITYAND PERFORMANCE, WITHOUT GIVING EFFECT TO PRINCIPLES OF CONFLICTS OFLAWS.

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

9.    Third PartyBeneficiaries.    The Assignee hereby agrees, for the benefit ofthe Beneficiaries, that its representations, warranties and covenantscontained herein are also intended to be for the benefit of eachBeneficiary, and each Beneficiary shall be deemed to be an expressthird party beneficiary with respect thereto, entitled to enforcedirectly and in its own name any rights or claims it may have againstsuch party as such beneficiary.

* * *

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IN WITNESS WHEREOF, the partieshereto, through their respective officers thereunto duly authorized,have duly executed this Assignment as of the day and year first abovewritten.

ASSIGNOR:
WILMINGTONTRUST COMPANY, not in its individual capacity except as expresslyprovided herein, but solely as trustee under the Pass Through TrustAgreement in respect of the JetBlue Airways Pass Through Trust_________
By:   __________________________________
Title:
ASSIGNEE:
WILMINGTONTRUST COMPANY, not in its individual capacity except as expresslyprovided herein, but solely as trustee under the Pass Through TrustAgreement in respect of the JetBlue Airways Pass Through Trust_________
By:   __________________________________
Title:

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SCHEDULE I

SCHEDULE OFASSIGNED DOCUMENTS

(1)  [Intercreditor Agreement dated asof_____________,_____ among the Trustee, the OtherTrustee, the Policy Provider, the Liquidity Providers, the liquidityprovider, if any, relating to the Certificates issued under (and asdefined in) the Other Pass Through Trust Agreements and theSubordination Agent.
(2)  Escrow andPaying Agent Agreement (Class ____) datedas of_____________,_____ among the Escrow Agent, theUnderwriters, the Trustee and the Paying Agent.
(3)  Note Purchase Agreement dated as of_____________,_____ among the Company, theTrustee, the Other Trustee, the Depositary, the Escrow Agent, thePaying Agent and the Subordination Agent.
(4)  Deposit Agreement (Class____) dated as of_____________,_____ between the Escrow Agent andthe Depositary.
(5)  The Policy(Class____) dated_____________,_____, as defined in theIntercreditor Agreement.
(6)  ThePolicy Provider Agreement dated_____________,_____, as defined in theIntercreditor Agreement.
(7)  TheRevolving Credit Agreement(_________)dated as of_____________,_____ between the SubordinationAgent and the Primary Liquidity Provider.
(8)  The Class___ Above-Cap Liquidity Facility dated_____________,_____, as defined in theIntercreditor Agreement.
(9)  Each ofthe Operative Agreements (as defined in the Participation Agreement foreach Aircraft) in effect as of the TransferDate.]

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EXHIBITC

FORM OF NOTICE TO DESIGNATE NOMINEE AS WITHHOLDINGAGENT
(Treas. Reg. § 1.1445-8(f); 17 C.F.R.240.10b-17(b)(1))

[DATE]

National Association of Securities Dealers, Inc.
MarketOperations
80 Merritt Blvd.
Trumbull, CT 06611


Re:  JetBlue Airways Pass Through Trust,Series_________
Pass Through Certificates, Series_________

With respect to distributions to be made on [INSERTDISTRIBUTION DATE] to holders of the above-referenced Pass ThroughCertificates in the amount of$____________per $1,000 principal amount of Certificate, we hereby designate theappropriate nominees to withhold from amounts distributable to anynon-U.S. Person such amounts as required by Section 1446 of theInternal Revenue Code of 1986, as amended. The term‘‘non-U.S. Person’’ means any person or entitythat, for U.S. federal income tax purposes, is not a ‘‘U.S.Person.’’ ‘‘U.S. Person’’ for thispurpose means a citizen or resident of the United States, acorporation, partnership or other entity created or organized under thelaws of the United States or any political subdivision thereof, or anestate or trust, the income of which is subject to U.S. federal incometaxation regardless of its source. The date of record for determiningholders of Certificates entitled to receive the distribution on[INSERT DISTRIBUTION DATE] is [INSERT RELATED RECORDDATE].

Very trulyyours,

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