Exhibit 4.14
EXECUTION COPY
REFERENCE AGENCY AGREEMENT
REFERENCE AGENCY AGREEMENT, dated as of November14, 2006, among
JetBlue
Airways Corporation, a Delaware corporation (the "Company"),
Wilmington Trust
Company, a Delaware banking corporation ("WTC"), as Subordination
Agent under
the Intercreditor Agreement referred to below, WTC, as Mortgagee
(as defined in
the Trust Indenture and Mortgage referred to below), and WTC, as
reference agent
hereunder (the "Reference Agent").
WITNESSETH:
WHEREAS, certain terms used herein have the defined meanings as
provided in
Section 1 below;
WHEREAS, concurrently with the execution and delivery of this
Agreement,
the Company is entering into the Note Purchase Agreement with
respect to the
issuance of the Initial Equipment Notes and dated as of the date
hereof (the
"Initial Note Purchase Agreement"), with WTC, as Mortgagee, WTC, as
Pass Through
Trustee under each of the Pass Through Trust Agreements referred to
therein, and
WTC, as Subordination Agent under the Intercreditor Agreement
referred to
therein, which contemplates, among other things, the making of a
secured loan to
the Company by WTC, as Pass Through Trustee under each of the Pass
Through Trust
Agreements;
WHEREAS, concurrently with the execution and delivery of this
Agreement,
the Company is entering into the Trust Indenture and Mortgage,
dated as of the
date hereof (the "Trust Indenture") with WTC, as Mortgagee, which
provides for,
among other things, the issuance by the Company of the Initial
Equipment Notes
secured by, among other things, certain spare aircraft parts, and
bearing
interest at a rate per annum based on LIBOR, as determined pursuant
to this
Agreement;
WHEREAS, concurrently with the execution and delivery of this
Agreement,
the Class G-1 Pass Through Trust and the Class B-1 Pass Through
Trust have been
created pursuant to the applicable Pass Through Trust Agreement to
facilitate
the issuance and sale of Pass Through Certificates pursuant
thereto;
WHEREAS, the Company and the Underwriter have entered into the
Underwriting
Agreement, which provides that the Company will cause the Pass
Through Trustee
under the Class G-1 Pass Through Trust and the Pass Through Trustee
under the
Class B-1 Pass Through Trust to issue and sell the Class G-1
Certificates and
the Class B-1 Certificates, respectively, to the Underwriter on the
Issuance
Date;
WHEREAS, the Company may in the future, from time to time pursuant
to the
Trust Indenture, issue Additional Equipment Notes, which may, as
specified in
the applicable Officer's Certificate in respect of such Additional
Equipment
Notes, bear interest at a fixed rate or at a rate per annum based
on LIBOR; and
WHEREAS, in connection with the issuance of any Additional
Equipment Notes
and pursuant to related Pass Through Trust Agreements, Senior
Trusts and/or
Junior Trusts, as the
Reference Agency Agreement
case may be, shall be created and such Pass Through Trust(s) shall,
pursuant to
a related Underwriting Agreement, issue and sell a related Class of
Pass Through
Certificates; and
WHEREAS, the interest rate in respect of the Initial Equipment
Notes, the
Class G-1 Certificates, Class B-1 Certificates, and any Additional
Equipment
Notes and all related Certificates bearing interest at a rate per
annum based on
LIBOR shall be determined in accordance with this Agreement.
NOW, THEREFORE, in consideration of the premises and of the mutual
covenants and agreements contained herein, the parties hereto
hereby agree as
follows:
SECTION 1. Definitions. Unless otherwise defined herein, all
capitalized
terms used but not defined herein have the meanings assigned to
such terms in
the Trust Indenture or in the Intercreditor Agreement referred to
therein. The
conventions of construction and usage set forth in the Indenture
are
incorporated by reference herein. In addition, the following terms
shall have
the meanings specified below:
"Class G-1 Certificates" means the Pass Through Certificates issued
by the
Class G-1 Pass Through Trust.
"Class B-1 Certificates" means the Pass Through Certificates issued
by the
Class B-1 Pass Through Trust.
"Interest Period" means (i) in the case of the first Interest
Period, the
period commencing on (and including) the Issuance Date and ending
on (but
excluding) the first Payment Date following the Issuance Date and
(ii) in the
case of each subsequent Interest Period, the period commencing on
(and
including) the last day of the immediately preceding Interest
Period, and ending
on (but excluding) the next Payment Date.
"Interest Rate Determination Date" means, with respect to any
Interest
Period, the second London Banking Day prior to the first day of
such Interest
Period.
"Junior Series Interest Rate" has the meaning assigned to such term
in
Section 6(b) of this Agreement.
"LIBOR" means the rate determined pursuant to Section 6(b).
"London Banking Day" means any day on which commercial banks are
open for
general business (including dealings in foreign exchange and
foreign currency
deposits) in London, England.
"Payment Date" means each January 2, April 2, July 2 and October 2,
commencing on January 2, 2007, provided that if any such day is not
a Business
Day, then the immediately succeeding Business Day.
"Reference Banks" means Barclays Bank, JPMorgan Chase Bank and
Deutsche
Bank (or, if any such bank is not at the relevant date a major bank
in the
London interbank market, another
Reference Agency Agreement
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major bank in the London interbank market in lieu thereof selected
by the
Reference Agent in good faith and in a commercially reasonable
manner).
"Representative Amount" means an amount that is representative for
a single
transaction in the London interbank market at the relevant time.
"Senior Series Interest Rate" has the meaning assigned to such term
in
Section 6(b) of this Agreement.
"Telerate" means page 3750 on the Telerate Service (or such other
page as
may replace that page on that service, or such other service as may
be nominated
by the British Banker's Association for the purpose of displaying
rates or
prices comparable to that).
SECTION 2. Appointment of Reference Agent. The Company hereby
appoints WTC
as the Reference Agent, and WTC hereby accepts such appointment and
agrees to
perform the duties and obligations of Reference Agent set forth in
Section 6.
SECTION 3. Status of Reference Agent. Any acts taken by the
Reference Agent
under this Agreement, including the calculation of any LIBOR, shall
be deemed to
have been taken by the Reference Agent solely in its capacity as an
agent acting
on behalf of the Company and shall not create or imply any
obligation to, or any
agency, fiduciary or trust relationship with, any of the owners or
holders of
the Equipment Notes or Pass Through Certificates.
SECTION 4. Reference Agent Fees and Expenses. In consideration of
the
Reference Agent's performance of the services provided for under
this Agreement,
the Company shall pay to the Reference Agent an annual fee set
forth under a
separate agreement between the Company and WTC. In addition, the
Company shall
reimburse the Reference Agent for all reasonable out-of-pocket
expenses,
disbursements and advances (including reasonable legal fees and
expenses)
incurred or made by the Reference Agent from time to time in
connection with the
services rendered by it under this Agreement, except any expenses,
disbursements, or advances attributable to its negligence or wilful
misconduct.
SECTION 5. Rights and Liabilities of Reference Agent. In the
absence of
negligence or wilful misconduct on the part of the Reference Agent,
its
directors, officers, employees and agents, such persons may
conclusively rely,
as to the truth of the statements expressed in, and shall be fully
protected and
shall incur no liability for, or in respect of, any action taken,
omitted to be
taken, or suffered to be taken by it, in reliance upon, any written
order,
instruction, notice, request, direction, statement, certificate,
consent,
report, affidavit or other instrument, paper, document or
communication,
reasonably believed by it in good faith to be genuine, from the
Company and
conforming to the requirements of this Agreement. Any written
order,
instruction, notice, request, direction, statement, certificate,
consent,
report, affidavit or other instrument, paper, document or
communication from the
Company or given by it and sent, delivered or directed to the
Reference Agent
under, pursuant to, or as permitted by, any provision of this
Agreement shall be
sufficient for purposes of this Agreement if such written order,
instruction,
notice, request, direction, statement, certificate, consent,
report, affidavit
or other instrument, paper, document or communication is in writing
and signed
by any officer of the Company. The Reference Agent may consult with
counsel
satisfactory to it and the advice (to be confirmed in
Reference Agency Agreement
3
writing) or opinion of such counsel shall constitute full and
complete
authorization and protection of the Reference Agent with respect to
any action
taken, omitted to be taken, or suffered to be taken by it hereunder
