Calculation of Registration Fee


Title of Each Class of Securities Offered Maximum Aggregate
Offering Price		 Amount of
Registration Fee(1)		    
Pass Through Certificates $ 123,546,000
$13,219.42    
(1)  Calculated in accordance with Rule 457(r) of the Securities Act of 1933.

Filed Pursuant To Rule 424(b)(2)
Registration No. 333-135545

PROSPECTUS SUPPLEMENT    

(To Prospectus dated June 30, 2006)

$123,546,000

JetBlue Airways Corporation

Spare Parts Pass Through Trusts

PASS THROUGH CERTIFICATES

Two classes of pass through certificates to be issued by two separate pass through trusts formed by JetBlue Airways Corporation are being offered under this Prospectus Supplement: Class G-1 and Class B-1. Each trust will use the proceeds from the sale of certificates to acquire an equipment note (Series G-1 and Series B-1, respectively) to be issued by JetBlue. Payments on the equipment note held in each trust will be passed through to the holders of certificates of such trust.

The equipment notes will be secured by a lien on certain aircraft spare parts owned by JetBlue. Interest on the equipment notes will be payable quarterly on each January 2, April 2, July 2 and October 2, beginning on January 2, 2007. The entire principal amount of the equipment notes will be due on January 2, 2014.

JetBlue may redeem the equipment notes at any time on or after the third anniversary of original issuance (or earlier under certain circumstances), in each case in whole or in part, subject to certain restrictions, at a redemption price equal to 100% of the principal amount of the relevant equipment note, plus accrued and unpaid interest, premium, if any, and LIBOR break amount, if any.

The Class G-1 certificates will rank senior to the Class B-1 certificates in right of distributions.

Landesbank Hessen-Thüringen Girozentrale will provide a primary liquidity facility for the Class G-1 Certificates and Morgan Stanley Capital Services Inc. will provide an above-cap liquidity facility for the Class G-1 certificates, which facility will be unconditionally guaranteed by Morgan Stanley. The primary liquidity facility, together with the above-cap liquidity facility, is expected to provide an amount sufficient to make eight quarterly interest payments on the Class G-1 certificates. The Class B-1 certificates will not have the benefit of any liquidity facility.

MBIA Insurance Corporation will issue an insurance policy to support the payment of interest on the Class G-1 certificates when due and the payment of principal no later than the final maturity date. The Class B-1 certificates will not have the benefit of any insurance policy.

The Class B-1 certificates will be subject to transfer restrictions. They may be sold only to qualified institutional buyers, as defined in Rule 144A under the Securities Act of 1933, as amended, for so long as they are outstanding.

Investing in the certificates involves risks. See ‘‘RISK FACTORS’’ on page S-22.


Pass Through Certificates Face
Amount
Interest Rate Final Expected
Distribution Date		 Price to
Public (2)
Class G-1 $74,128,000
USD 3-Month LIBOR + 0.230% (1) January 2, 2014 100%
Class B-1 $49,418,000
USD 3-Month LIBOR + 2.875% January 2, 2014 100%
(1)    The interest rate for the Class G-1 certificates is subject to a maximum rate of 10.230% for any interest period commencing on any regular distribution date if a payment default by JetBlue exists on such regular distribution date and continues throughout such interest period.
(2)    Plus accrued interest, if any, from the date of issuance.

The underwriters will purchase all of the certificates if any are purchased. The aggregate proceeds from the sale of the certificates will be $123,546,000. JetBlue will pay the underwriters compensation totaling $2,285,601. In addition, JetBlue will pay to Morgan Stanley & Co. Incorporated a structuring fee of $247,092. Delivery of the Class G-1 certificates and the Class B-1 certificates in book-entry form only will be made on or about November 14, 2006.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this Prospectus Supplement or the accompanying prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

MORGAN STANLEY RBS GREENWICH CAPITAL

(Sole Bookrunner)

November 7, 2006



Table of Contents

PRESENTATION OF INFORMATION

These offering materials consist of two documents: (a) this Prospectus Supplement, which describes the terms of the certificates that JetBlue is currently offering, and (b) the accompanying Prospectus, which provides general information about JetBlue's pass through certificates, some of which may not apply to the certificates that JetBlue is currently offering. The information in this Prospectus Supplement replaces any inconsistent information included in the accompanying Prospectus.

JetBlue has given certain capitalized terms specific meanings for purposes of this Prospectus Supplement. The ‘‘Index of Terms’’ attached as Appendix I to this Prospectus Supplement lists the page in this Prospectus Supplement on which each such term is defined.

At various places in this Prospectus Supplement and the Prospectus, JetBlue refers you to other sections of such documents for additional information by indicating the caption heading of such other sections. The page on which each principal caption included in this Prospectus Supplement and the Prospectus can be found is listed in the Table of Contents below. All such cross references in this Prospectus Supplement are to captions contained in this Prospectus Supplement and not in the Prospectus, unless otherwise stated.

This Prospectus Supplement and the accompanying Prospectus and the documents incorporated by reference include ‘‘forward-looking statements’’ within the meaning of Section 27A of the Securities Act of 1933, as amended, or the Securities Act, and Section 21E of the Securities Exchange Act of 1934, as amended, or the Exchange Act, which represent JetBlue's beliefs and assumptions concerning future events. When used in this Prospectus Supplement and the accompanying Prospectus and the documents incorporated by reference, forward-looking statements include, without limitation, statements regarding financial forecasts or projections, and JetBlue's expectations and beliefs, intentions or future strategies that are signified by the words ‘‘expects,’’ ‘‘plans,’’ ‘‘anticipates,’’ ‘‘intends’’ and ‘‘believes’’ or similar language. All forward-looking statements are based upon information available to JetBlue on the date such statements are made. JetBlue undertakes no obligation to publicly update or revise any forward-looking statement after the date of this Prospectus Supplement, whether as a result of new information, future events or otherwise. Forward-looking statements are subject to a number of factors that could cause actual results to differ materially from JetBlue's expectations. Additional information concerning these and other factors is contained in this Prospectus Supplement and in the accompanying Prospectus under the caption ‘‘Risk Factors.’’

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PROSPECTUS SUPPLEMENT

TABLE OF CONTENTS


PROSPECTUS SUPPLEMENT SUMMARY S-5
Summary of Terms of Certificates S-5
Collateral S-6
Cash Flow Structure S-7
The Offering S-8
SUMMARY FINANCIAL AND OPERATING DATA   S-19
RISK FACTORS S-22
Risk Factors Relating to the Company S-22
Risk Factors Relating to the Airline Industry S-23
Risk Factors Relating to the Certificates and the Offering S-23
Risk Factors Relating to the Policy Provider S-27
Risk Factors Relating to Additional Equipment Notes and Additional Certificates S-27
USE OF PROCEEDS S-28
THE COMPANY S-29
DESCRIPTION OF THE POLICY PROVIDER S-29
Regulation S-29
Financial Strength Ratings of MBIA S-30
MBIA Financial Information S-30
Incorporation of Certain Documents by Reference S-31
Experts S-31
DESCRIPTION OF THE CERTIFICATES S-31
General S-32
Subordination S-32
Payments and Distributions S-34
Pool Factors S-37
Reports to Certificateholders S-37
Indenture Defaults and Certain Rights Upon an Indenture Default S-38
Purchase Rights of Certificateholders S-40
PTC Event of Default S-41
Merger, Consolidation and Transfer of Assets S-41
Modifications of the Pass Through Trust Agreements and Certain Other Agreements S-42
Termination of the Trusts S-44
Governing Law S-44
The Trustees S-44
Delivery and Form S-44
Transfer Restrictions for Class B-1 Certificates S-47
DESCRIPTION OF THE LIQUIDITY FACILITIES FOR THE CLASS G-1 CERTIFICATES S-49
Primary Liquidity Facility S-49
Above-Cap Liquidity Facility S-54
DESCRIPTION OF THE POLICY AND THE POLICY PROVIDER AGREEMENT FOR THE CLASS G-1 CERTIFICATES S-56
The Policy S-56
General S-59
Definitions S-60
The Policy Provider Agreement S-61
DESCRIPTION OF THE INTERCREDITOR AGREEMENT S-62

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Intercreditor Rights S-62
Priority of Distributions S-64
Voting of Equipment Notes S-67
List of Certificateholders S-67
Reports S-67
The Subordination Agent S-68
DESCRIPTION OF THE APPRAISAL S-68
DESCRIPTION OF THE EQUIPMENT NOTES S-69
General S-69
Principal and Interest Payments S-69
Determination of LIBOR S-70
Break Amount S-71
Optional Redemption S-71
Collateral S-72
Limitation of Liability S-81
Indenture Defaults, Notice and Waiver S-81
Remedies S-82
Modification of Indenture and Other Operative Agreements S-83
Indemnification S-83
POSSIBLE ISSUANCE OF ADDITIONAL EQUIPMENT NOTES AND ADDITIONAL CERTIFICATES S-84
General S-84
Conditions for Issuance of Additional Equipment Notes S-85
Conditions for Issuance of Additional Certificates S-85
Additional Certificates S-86
Additional Equipment Notes S-91
CERTAIN U.S. FEDERAL INCOME TAX CONSEQUENCES S-93
General S-93
U.S. Certificateholders S-93
Sale or Other Disposition of the Certificates S-94
Foreign Certificateholders S-94
Backup Withholding S-95
CERTAIN DELAWARE TAXES S-95
CERTAIN ERISA CONSIDERATIONS S-95
UNDERWRITING S-97
RATIO OF EARNINGS TO FIXED CHARGES S-98
LEGAL MATTERS S-98
EXPERTS S-98
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE S-99
WHERE YOU CAN FIND MORE INFORMATION S-99
APPENDIX I — INDEX OF TERMS S-101
APPENDIX II — APPRAISAL REPORT     

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Table of Contents


You should rely only on the information contained in this document or to which this document refers you. JetBlue has not authorized anyone to provide you with information that is different. This document may be used only where it is legal to sell these securities. The information in this document may be accurate only on the date of this document.

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PROSPECTUS SUPPLEMENT SUMMARY

This summary highlights selected information from this Prospectus Supplement and the accompanying Prospectus and may not contain all of the information that is important to you. For more complete information about the Certificates and JetBlue Airways Corporation (‘‘JetBlue’’ or the ‘‘Company’’), you should read this entire Prospectus Supplement and the accompanying Prospectus, as well as the materials filed with the Securities and Exchange Commission (the ‘‘Commission’’) that are considered to be part of this Prospectus Supplement and the Prospectus. See ‘‘INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE’’ in this Prospectus Supplement and the Prospectus.

Summary of Terms of Certificates


  Class G-1 Class B-1
Principal Amount $74,128,000 $49,418,000
Interest Rate USD 3-Month USD 3-Month
  LIBOR + 0.230% LIBOR + 2.875%
Ratings:    
Moody's. Aaa Ba3
Standard & Poor's AAA B+
Loan to Collateral Value (1) 45.0% 75.0%
Maximum Loan to Collateral Value 45.0% 75.0%
Regular Distribution Dates January 2,
April 2,
July 2 and
October 2		 January 2,
April 2,
July 2 and
October 2
Final Expected Distribution Date January 2, 2014 January 2, 2014
Not Applicable
Final Maturity Date January 2, 2016
Minimum Denomination $1,000 $1,000
Section 1110 Protection (2) Yes Yes
Liquidity Facility Coverage (3) 8 quarterly interest
payments		 None
Policy Provider Coverage Interest when due
and principal no
later than the Final
Maturity Date		 None
(1) These percentages have been determined by dividing the initial principal amount of the Series G-1 Equipment Note plus, in the case of the percentage applicable to the Series B-1 Equipment Note, the initial principal amount of the Series B-1 Equipment Note by the appraised value of the Collateral determined as of October 24, 2006. JetBlue is required to provide to the Policy Provider, the Mortgagee and the Rating Agencies a semiannual appraisal of the Collateral. If any such subsequent appraisal indicates that the loan to Collateral value is greater than the applicable maximum loan to Collateral value, JetBlue is required to provide additional collateral or to reduce the principal amount of Equipment Notes so that the loan to Collateral value is not greater than such applicable maximum. An appraised value is only an estimate and reflects certain assumptions. See ‘‘DESCRIPTION OF THE APPRAISAL’’.
(2) Section 1110 of the U.S. Bankruptcy Code will be applicable to the spare parts of the types initially included in the Collateral, but will not be applicable to Cash Collateral (if any). In addition, in order to satisfy the semiannual loan to Collateral value requirement referred to in note (1) above, JetBlue may add other collateral that may not be entitled to the benefits of Section 1110, subject to certain limitations.
(3) The amount available under the Primary Liquidity Facility for the payment of accrued interest on the Class G-1 Certificates has been calculated utilizing the Capped Interest Rate of 10.230% per annum, which is the maximum interest rate applicable to the Series G-1 Equipment Note only for each interest period commencing on any Regular Distribution Date if a payment default under the Indenture exists on such Regular Distribution Date and continues throughout such interest period.

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Collateral

The Equipment Notes will be secured by a lien on spare parts (including appliances) first placed in service after October 22, 1994 and owned by JetBlue that are appropriate for installation on or use in Airbus model A320 aircraft and Embraer model 190 aircraft, or on any engine utilized on any such aircraft or any other spare part included in the Collateral. After the consummation of the offering of the Certificates as contemplated hereby, spare parts (including appliances) appropriate for installation on additional aircraft models may be added to the Collateral, subject to certain conditions, as described in ‘‘DESCRIPTION OF THE EQUIPMENT NOTES – Collateral’’.

The lien will not apply for as long as a spare part is installed on or being used in any aircraft, engine or other spare part so installed or being used. In addition, the lien will not apply to a spare part not located at one of the Designated Locations specified pursuant to the security agreement applicable to the spare parts.

The spare parts included in the Collateral fall into two categories, ‘‘rotables/repairables’’ and ‘‘expendables’’. Rotables are parts that wear over time and can be repeatedly restored to a serviceable condition over a period approximating the life of the flight equipment to which they relate. Repairables are parts that can be economically restored to a serviceable or overhauled condition but that have a life that is considerably shorter than the life of the flight equipment to which they are related. Expendables consist of parts that, once used, cannot be re-used. If not serviceable, they generally cannot be overhauled or repaired. Spare engines are not included in the initial Collateral but may be added to the Collateral to satisfy the semiannual loan to Collateral value requirements subject to certain conditions as set forth in ‘‘DESCRIPTION OF THE EQUIPMENT NOTES – Collateral’’. Set forth below is certain information about the spare parts included in the Collateral as of October 24, 2006:


  Spare Parts Quantity(4)  
Aircraft Model Expendables Rotables/
Repairables		 Total Appraised
Value(5)
        (In millions)
Airbus A320 211,988
8,766
220,754
$ 89.39
Embraer 190 113,966
4,144
118,110
72.97
Interchangeable 631,121
979
632,100
2.37
Total 957,075
13,889
970,964
$ 164.73
(4) This quantity of spare parts used in preparing the appraised value was determined as of September 27, 2006. Because spare parts are regularly used, refurbished, purchased, transferred and discarded in the ordinary course of JetBlue's business, the quantity of spare parts included in the Collateral and their appraised value will change over time. JetBlue is required to provide to the Policy Provider, the Mortgagee and the Rating Agencies a semiannual appraisal of the Collateral.
(5) The appraised value reflects the opinion of Simat, Helliesen & Eichner, Inc., an independent aviation appraisal and consulting firm, of the fair market value of the spare parts. A report summarizing such appraisal is annexed to this Prospectus Supplement as Appendix II. The appraisal is subject to a number of assumptions and limitations and was prepared based on certain specified methodologies. An appraisal is only an estimate of value and should not be relied upon as a measure of realizable value.

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Cash Flow Structure

Set forth below is a diagram illustrating the structure for the offering of the Certificates and certain cash flows.

(1) The Primary Liquidity Facility, together with the Above-Cap Liquidity Facility, is expected to cover eight consecutive quarterly interest payments with respect to the Class G-1 Certificates. The Liquidity Facilities do not cover amounts payable in respect of the Class B-1 Certificates.
(2) The amount available under the Primary Liquidity Facility for the payment of accrued interest on the Class G-1 Certificates has been calculated utilizing the Capped Interest Rate of 10.230% per annum, which is the maximum interest rate applicable to the Series G-1 Equipment Note only for each interest period commencing on any Regular Distribution Date if a payment default under the Indenture exists on such Regular Distribution Date and continues throughout such interest period.
(3) The Policy covers regular interest distributions and outstanding principal on the Final Maturity Date (or earlier under some circumstances) relating to the Class G-1 Certificates, but does not cover any other amounts payable in respect of the Class G-1 Certificates. The Policy does not cover amounts payable in respect of the Class B-1 Certificates.

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The Offering

Certificates Offered • Class G-1 Certificates.
• Class B-1 Certificates.
Each Class of Certificates will represent a fractional undivided interest in the related Trust.
After the consummation of the offering of the Certificates contemplated hereby, additional pass through certificates of one or more separate pass through trusts, which will evidence fractional undivided ownership interests in additional equipment notes secured by the Collateral, may be issued as described in ‘‘POSSIBLE ISSUANCE OF ADDITIONAL EQUIPMENT NOTES AND ADDITIONAL CERTIFICATES’’.
Use of Proceeds The proceeds from the sale of the Certificates of each Trust being offered hereby will be used to purchase Equipment Notes to be held by such Trust. JetBlue will use the proceeds from the sale of those Equipment Notes to fund working capital and capital expenditures.
Subordination Agent, Trustees and Mortgagee Wilmington Trust Company.
Primary Liquidity Provider Landesbank Hessen-Thüringen Girozentrale
Above-Cap Liquidity Provider Morgan Stanley Capital Services Inc.
Above-Cap Liquidity Provider Guarantor Morgan Stanley
Policy Provider MBIA Insurance Corporation
Trust Property The property of each Trust will include:
• An Equipment Note acquired by such Trust.
• In the case of the Class G-1 Trust, all monies receivable under the Liquidity Facilities and the Policy.
• Funds from time to time deposited with the Trustee in accounts relating to such Trust.
Regular Distribution Dates January 2, April 2, July 2 and October 2, commencing on January 2, 2007.
Final Expected Distribution Date The entire principal amount of the Certificates is scheduled for payment on January 2, 2014.
Final Maturity Date for the Class G-1 Certificates January 2, 2016

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Record Dates The fifteenth day preceding the related Distribution Date.
Distributions The Trustee will distribute all payments of principal, LIBOR break amount (if any), premium (if any) and interest received on the Equipment Notes held in each Trust to the holders of the Certificates of such Trust, subject to the subordination provisions applicable to the Certificates.
Scheduled payments of interest made on the Equipment Notes will be distributed on the applicable Regular Distribution Dates, and the scheduled payment of principal of the Equipment Notes will be distributed on the Final Expected Distribution Date.
Payments of principal, LIBOR break amount (if any), premium (if any) and interest made on the Equipment Notes resulting from any redemption of such Equipment Notes will be distributed on a Special Distribution Date after not less than 20 days' notice to Certificateholders.
Subordination Distributions on the Certificates will be made in the following order:
• First, to the holders of the Class G-1 Certificates.
• Second, to the holders of the Class B-1 Certificates.
However, so long as JetBlue is continuing to meet certain of its obligations, the subordination provisions applicable to the Certificates permit distributions to be made to the Class B-1 Certificates prior to paying the Final Distributions on the Class G-1 Certificates, even if JetBlue is in bankruptcy or certain other specified events have occurred.
Control of Mortgagee The holders of at least a majority of the outstanding principal amount of all Equipment Notes will be entitled to direct the Mortgagee in taking action as long as no Indenture Default is continuing. Except under certain circumstances, for purposes of determining who is entitled to act for the holder of the Series G-1 Equipment Note, the Policy Provider shall be deemed the holder of the Series G-1 Equipment Note. If an Indenture Default is continuing, subject to certain conditions, the ‘‘Controlling Party’’ will direct the Mortgagee (including in exercising remedies, such as accelerating the Equipment Notes or foreclosing the lien on the Collateral securing the Equipment Notes).
The Controlling Party will be:
• Except as provided below, the Policy Provider.
• If a Policy Provider Default is continuing or if the Policy has been surrendered for cancellation as

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described under ‘‘— Right to Buy Class G-1 Certificates’’ and the Policy Provider Amounts (other than amounts described in clause (c) of the definition of Excess Reimbursement Obligations) have been paid in full, the Class G-1 Trustee.
• Upon payment of Final Distributions to the holders of Class G-1 Certificates and, unless a Policy Provider Default is continuing, of the Policy Provider Amounts (other than amounts described in clause (c) of the definition of Excess Reimbursement Obligations) to the Policy Provider, the Class B-1 Trustee.
• Under certain circumstances, the Primary Liquidity Provider.
In exercising remedies during the nine months after the earlier of (a) the acceleration of the Equipment Notes or (b) the bankruptcy of JetBlue, the Controlling Party may not direct the sale of the Pledged Spare Parts or the Equipment Notes for less than certain specified minimums.
Right to Buy Class G-1 Certificates If JetBlue is in bankruptcy or certain other specified events have occurred, the Class B-1 Certificateholders and the Policy Provider have the right to buy all of the Class G-1 Certificates on the following basis:
• The Class B-1 Certificateholders will have the right to purchase all of the Class G-1 Certificates. Following any such purchase, the Class B-1 Certificateholders will have the right to surrender the Policy for cancellation (thereby releasing the Policy Provider from its obligations under the Policy), to pay to the Policy Provider all outstanding Policy Provider Amounts (other than amounts described in clause (c) of the definition of Excess Reimbursement Obligations) and to pay to the Primary Liquidity Provider all outstanding Liquidity Obligations, and, upon such surrender and payments, the Policy and the Primary Liquidity Facility will be terminated. After any such surrender and payments, the Class G-1 Certificates will no longer be entitled to the benefits of the Policy or the Primary Liquidity Facility.
• Whether or not the Class B-1 Certificateholders have purchased or elected to purchase the Class G-1 Certificates, the Policy Provider will have the right to purchase all of the Class G-1 Certificates if it is the Controlling Party and no Policy Provider Default with respect to the Policy Provider is continuing and 120 days have elapsed since the occurrence of any of certain specified defaults or bankruptcy events involving JetBlue, and such event is continuing, unless the Policy has been surrendered as described in the

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preceding item or the Class G-1 Certificateholders elect to surrender the Policy for cancellation and to pay to the Policy Provider all outstanding Policy Provider Amounts (other than amounts described in clause (c) of the definition of Excess Reimbursement Obligations) and to pay to the Primary Liquidity Provider all outstanding Liquidity Obligations. The Class G-1 Certificateholders electing to surrender the Policy and make such payments may do so only upon the purchase of all Class G-1 Certificates (if any) of any Class G-1 Certificateholders that do not elect to surrender the Policy and make such payments. After any such surrender and payments, the Policy and the Primary Liquidity Facility will be terminated and the Class G-1 Certificates will no longer be entitled to the benefits of the Policy or the Primary Liquidity Facility.
The purchase price in either case described above will be the outstanding Pool Balance of the Class G-1 Certificates plus accrued and unpaid interest, without premium, but including any other amounts then due and payable in respect of the Class G-1 Certificates.
Liquidity Facilities for the Class G-1 Certificates Under the Primary Liquidity Facility for the Class G-1 Trust, the Primary Liquidity Provider will, if necessary, make advances in an aggregate amount, together with amounts payable by the Above-Cap Liquidity Provider under the Above-Cap Liquidity Facility, expected to provide an amount sufficient to pay interest on the Class G-1 Certificates on up to eight successive quarterly Regular Distribution Dates at the applicable interest rate for the Class G-1 Certificates. Drawings under the Primary Liquidity Facility and payments under the Above-Cap Liquidity Facility cannot be used to pay any other amount in respect of the Class G-1 Certificates or any amount in respect of the Class B-1 Certificates. Drawings under the Liquidity Facilities are not subject to the subordination provisions applicable to the Certificates.
Upon each drawing under the Primary Liquidity Facility to pay interest on the Class G-1 Certificates, the Subordination Agent will be obligated thereafter to reimburse the Primary Liquidity Provider for the amount of such drawing with any funds subsequently received from JetBlue, the sale of the Equipment Notes or the Collateral, or otherwise. Such reimbursement obligation and all interest, fees and other amounts owing to the Primary Liquidity Provider under the Primary Liquidity Facility and certain other agreements will rank senior to the Certificates in right of payment.

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Policy Coverage for the Class G-1 Certificates Under the Policy for the Class G-1 Trust, the Policy Provider will honor drawings to cover:
• Any shortfall on any Regular Distribution Date in funds to be distributed as accrued and unpaid interest on the Class G-1 Certificates.
• Any shortfall on the Final Maturity Date in the Final Distributions (other than any unpaid premium or break amount) on the Class G-1 Certificates.
• Any shortfall in the proceeds from a Final Disposition of the Equipment Notes or the remaining Collateral on the related Special Distribution Date from the amount required to pay in full the Pool Balance of the Class G-1 Certificates plus accrued and unpaid interest thereon.
• If certain payments with respect to the Class G-1 Certificates are by court order determined to be a ‘‘preferential transfer’’ under the Bankruptcy Code or otherwise required to be returned, the amount of such payments.
• If a payment default exists with respect to the Series G-1 Equipment Note (without giving effect to any acceleration or any payments by any Liquidity Provider or the Policy Provider) for a period of eight consecutive interest periods and continues to exist on the Regular Distribution Date on which such eighth interest period ends, and on the 25th day following such Regular Distribution Date (or if such 25th day is not a Business Day, the next Business Day), which shall be a Special Distribution Date for the Class G-1 Trust, unless an election described below is made or the Subordination Agent has received a Special Payment constituting proceeds from a Final Disposition of the Equipment Notes or the remaining Collateral during such period, an amount equal to the then outstanding principal amount of the Series G-1 Equipment Note (less the amount of any Policy Drawings previously paid by the Policy Provider in respect of principal) plus accrued and unpaid interest thereon.
The Policy Provider has the right at the end of the 24-month period referred to above, so long as no Policy Provider Default has occurred and is continuing, to elect instead (which election shall be deemed to have been given unless the Policy Provider affirmatively gives notice otherwise or a Policy Provider Default shall have occurred and be continuing or the Subordination Agent has received a Special Payment constituting the proceeds from a Final Disposition of the Equipment Notes or the remaining Collateral during such period):

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• To pay on such Special Distribution Date an amount equal to any shortfall in the scheduled principal, if any, and interest that came due on the Series G-1 Equipment Note (determined after the application of proceeds from the sale of any Collateral in connection with the exercise of remedies under the Indenture) during the 24-month period (after giving effect to the application of funds received from any Policy Drawing previously paid by the Policy Provider in respect of principal and interest and from the Primary Liquidity Facility, the Cash Collateral Account, the Above-Cap Account or, in certain cases, the Policy Provider), and
• To permit, on each subsequent Regular Distribution Date, drawings under the Policy for an amount equal to the principal, if any (taking into account any adjustments made on account of redemptions, and any Policy Drawing previously paid by the Policy Provider in respect of principal, but without regard to any acceleration thereof or any failure to consummate any optional redemption, and determined after the application of proceeds from the sale of any Collateral in connection with the exercise of remedies under the Indenture), and interest (without duplication of any drawing as described in ‘‘DESCRIPTION OF THE POLICY AND POLICY PROVIDER AGREEMENT FOR THE CLASS G-1 CERTIFICATES – The Policy – Interest Drawings’’ and without regard to any funds available under the Primary Liquidity Facility, the Cash Collateral Account or the Above-Cap Account) that were to become due on the Series G-1 Equipment Note on the related payment date until paid in full, taking into account any prior payments of principal or interest by the Policy Provider.
After the Policy Provider has made (or been deemed to have made) such election, (1) on any Business Day other than a Regular Distribution Date elected by the Policy Provider upon 20 days' notice (which shall be set as a Special Distribution Date for the Class G-1 Trust) or (2) if a Policy Provider Default occurs on any Business Day specified by the Subordination Agent upon 20 days' notice (which shall be set as a Special Distribution Date for the Class G-1 Trust), the Subordination Agent will request a Policy Drawing for an amount equal to the then outstanding Pool Balance of the Class G-1 Certificates plus accrued and unpaid interest thereon.
Any shortfall for which a drawing under a Policy may be made as described above (except in specified circumstances) will be calculated after the application of funds available through the subordination provisions applicable to the Certificates, drawings under the Primary

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Liquidity Facility, withdrawals from the Cash Collateral Account, withdrawals from the Above-Cap Account and any Policy Drawing previously paid in respect of principal and interest. The Policy will not cover the Class B-1 Certificates.
The Policy Provider is required to honor drawings under the Policy by the Subordination Agent on behalf of the Primary Liquidity Provider for all outstanding drawings under the Primary Liquidity Facility, together with interest thereon, on or after the Business Day which is the earliest to occur of (1) the date on which an Interest Drawing shall have been made under the Primary Liquidity Facility and remains unreimbursed for 24 months, (2) the date on which any Downgrade Drawing or Final Drawing that was deposited into the Cash Collateral Account shall have been applied to pay any scheduled payment of interest on the Class G-1 Certificates and remains unreplenished to the Cash Collateral Account or unreimbursed to the Primary Liquidity Provider, as the case may be, for 24 months and (3) the date on which all of the Equipment Notes have been accelerated and continue to be Non-Performing Equipment Notes for 24 months, in each case disregarding for purposes of calculating such period any reimbursements of the Primary Liquidity Provider from payments by the Policy Provider and from any Special Payment constituting proceeds from the sale of the Equipment Notes or any Collateral during such 24-month period.
Equipment Notes
(a) Issuer JetBlue. The Equipment Notes will be full recourse obligations of JetBlue.
(b) Interest The Equipment Note held in each Trust will accrue interest at the rate per annum for the Certificates issued by such Trust set forth on the cover page of this Prospectus Supplement. The interest rate on the Series G-1 Equipment Note will be subject to a maximum equal to the Capped Interest Rate only for each interest period commencing on any interest payment date if a payment default under the Indenture exists on such interest payment date and continues throughout such interest period. Interest will be payable on January 2, April 2, July 2 and October 2 of each year, commencing on January 2, 2007. Interest on the Equipment Notes is calculated on the basis of the actual number of days elapsed over a 360-day year. LIBOR is determined from time to time by the Reference Agent as described in ‘‘Description of the Equipment Notes – Determination of LIBOR.’’.

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(c) Principal The entire principal amount of the Series G-1 and Series B-1 Equipment Notes is scheduled for payment on January 2, 2014.
(d) Optional Redemption JetBlue may elect to redeem all or (so long as no Payment Default has occurred and is continuing) a portion of the Equipment Notes of any Series at any time prior to maturity, except that no Equipment Notes may be redeemed by JetBlue prior to the third anniversary of the Issuance Date (other than in connection with a redemption to satisfy the maximum Collateral Ratio requirements or the minimum Rotable Ratio requirement, or to the extent required as a result of certain reductions in JetBlue's aircraft fleet). The redemption price in such case will be the principal amount of the Equipment Notes to be redeemed, together with accrued and unpaid interest and LIBOR break amount, if any.
In addition, in the case of an optional redemption of the Series B-1 Equipment Note on or after the third anniversary and prior to the fifth anniversary of the Issuance Date (except in connection with a redemption to satisfy the maximum Collateral Ratio requirements, or to the extent required as a result of certain reductions in JetBlue's aircraft fleet), the redemption price will include a Premium equal to the following percentage of the principal amount redeemed:

If redeemed during the year prior to the
anniversary of the Issuance Date indicated below		 Series B-1
Premium 
4th 4.0%
5th 2.0%
In the case of an optional redemption of Equipment Notes prior to the fifth anniversary of the Issuance Date required as a result of certain reductions in JetBlue's aircraft fleet, the redemption price will include a premium equal to the following percentage of the principal amount redeemed:

If redeemed during the
year prior to the
anniversary of the
Issuance Date indicated below		 Series G-1
Premium		 Series B-1
Premium
1st 1.0% 4.0%
2nd 1.0% 4.0%
3rd 1.0% 4.0%
4th None 4.0%
5th None 2.0%
Notwithstanding the foregoing, so long as the Series G-1 Equipment Note and the obligations to the Policy Provider have not been paid in full, unless the Controlling Party shall otherwise agree, no optional redemption of the Series B-1 Equipment Note may be made unless:

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• the maximum Senior Collateral Ratio requirement is then satisfied (after giving effect to any concurrent redemption of the Series G-1 Equipment Note); or
• the Series G-1 Equipment Note is simultaneously redeemed in full.
If JetBlue gives notice of redemption, it may revoke such redemption by notice to the Mortgagee at least three Business Days prior to the scheduled redemption date.
(e) Security The Equipment Notes will be secured by a security interest in certain spare parts, and, under certain conditions where needed to satisfy Collateral Ratio requirements or the minimum Rotable Ratio requirement, certain Spare Engines or Cash Collateral, as described above in this Prospectus Supplement Summary under ‘‘Collateral’’.
(f) Maintenance of Collateral Ratios JetBlue is required to provide to the Policy Provider, the Mortgagee and the Rating Agencies a semiannual appraisal of the Collateral. If any such appraisal indicates that:
• the ratio of the outstanding principal amount of the Series G-1 Equipment Note to the Collateral value is greater than 45.0%;
• the ratio of the sum of the outstanding principal amount of the Series G-1 Equipment Note and of the Series B-1 Equipment Note to the Collateral value is greater than 75.0%; or
• the ratio of the value of Rotables/Repairables included in the Collateral to the outstanding principal amount of the Series G-1 Equipment Note is less than 150.0%:
then JetBlue is required to provide additional collateral or to redeem some or all of the Equipment Notes so that such ratios comply with the applicable maximum Collateral value percentages and the minimum Rotable/Repairable value percentage.
(g) Section 1110 Protection Holland & Knight LLP, JetBlue's outside counsel, will provide its opinion to the Trustees that the benefits of Section 1110 of the U.S. Bankruptcy Code will be available with respect to the Equipment Notes. In order to satisfy the semiannual loan to Collateral value requirement applicable to the Equipment Notes, JetBlue may add cash or other collateral that may not be entitled to the benefits of Section 1110, subject to certain limits.
Possible Issuance of Additional Certificates and Additional Equipment Notes After the consummation of the offering of the Certificates contemplated hereby, JetBlue may, from time to time, issue additional equipment notes secured by the Collateral and

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additional pass through certificates (‘‘Additional Certificates’’) evidencing fractional undivided ownership interests in such equipment notes; provided that such issuance will be subject to the satisfaction of certain conditions, including (i) the prior written confirmation of the continuation of the then respective ratings of the Certificates and any outstanding Additional Certificates issued prior thereto by each Rating Agency (without regard to the Policy or a similar policy, if any, for any Additional Certificates) rating Certificates or such Additional Certificates, (ii) there being no default under the Indenture after giving pro forma effect to such issuance (including the compliance with the ratio-related tests with respect to the Collateral) and (iii) under certain circumstances, the prior written consent of the Policy Provider. See ‘‘POSSIBLE ISSUANCE OF ADDITIONAL EQUIPMENT NOTES AND ADDITIONAL CERTIFICATES’’ for a description of the consequences of the issuance of Additional Certificates upon the holders of the Certificates offered hereby.
Certain Federal Income Tax Consequences. Each person acquiring an interest in Certificates generally should report on its federal income tax return its pro rata share of income from the Equipment Note and other property held by the relevant Trust. See ‘‘CERTAIN U.S. FEDERAL INCOME TAX CONSEQUENCES’’.
Certain ERISA Considerations In general, employee benefit plans subject to Title I of ERISA or Section 4975 of the Code, or entities that may be deemed to hold the assets of those plans, will be eligible to purchase the Certificates, subject to the conditions and circumstances that apply to those plans.
Each person who acquires or accepts a Certificate or an interest therein will be deemed by the acquisition or acceptance to have represented and warranted that either:
(a) no assets of a plan or an individual retirement account have been used to acquire the Certificate or an interest therein; or
(b) the purchase and holding of the certificate or an interest therein by that person are exempt from the prohibited transaction restrictions of ERISA and the Code. See ‘‘ERISA CONSIDERATIONS.’’
Transfer Restrictions for Class B-1 Certificates The Class B-1 Certificates may be sold only to qualified institutional buyers, as defined in Rule 144A under the Securities Act of 1933, as amended, for so long as they are outstanding.

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Rating of the Certificates It is a condition to the issuance of the Certificates that they be rated by Moody's and Standard & Poor's not less than the ratings set forth below:

Certificates Moody's Standard & Poor's
Class G-1 Aaa AAA
Class B-1 Ba3 B+
A rating is not a recommendation to purchase, hold or sell Certificates, because such rating does not address market price or suitability for a particular investor. There can be no assurance that such ratings will not be lowered or withdrawn by a Rating Agency after the Certificates have been issued.
Threshold Rating for the Liquidity Providers

Moody's Standard & Poor's
P-1 A-1
Primary Liquidity Provider Rating The Primary Liquidity Provider meets the Threshold Rating requirement.
Above-Cap Liquidity Provider Rating The Above-Cap Liquidity Provider meets the Threshold Rating requirement.

    Moody's Standard & Poor's
Policy Provider Rating Financial Strength Aaa AAA

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SUMMARY FINANCIAL AND OPERATING DATA

JetBlue has provided in the tables below its summary historical financial and operating data. The financial information for each of the years in the three-year period ended December 31, 2005, and at December 31, 2005, 2004 and 2003 has been derived from JetBlue's audited consolidated financial statements. The financial information for the nine-month periods ended September 30, 2006 and 2005 has been derived from JetBlue's unaudited consolidated financial statements and, in JetBlue's opinion, reflects all adjustments including normal recurring items which are necessary to present fairly the results for interim periods. The interim results set forth below for the nine months ended September 30, 2006 are not necessarily indicative of the results that may be expected for the year ending December 31, 2006. You should read the following financial information in conjunction with JetBlue's consolidated financial statements and related notes and ‘‘Management's Discussion and Analysis of Financial Condition and Results of Operations,’’ incorporated by reference in the prospectus accompanying this Prospectus Supplement from JetBlue's Annual Report on Form 10-K for the year ended December 31, 2005 and JetBlue's Quarterly Report on Form 10-Q for the nine months ended September 30, 2006.


  Nine Months Ended
September 30,		 Year Ended
December 31,
  2006 2005 2005 2004 2003
  (in millions, except per share data)
Statements of Operations Data:  
 
 
 
 
Operating revenues $ 1,730
$ 1,255
$ 1,701
$ 1,265
$ 998
Operating expenses:  
 
 
 
 
Salaries, wages and benefits 406
312
428
337
267
Aircraft fuel 564
336
488
255
147
Landing fees and other rents 117
80
112
92
70
Depreciation and amortization 103
81
115
77
51
Aircraft rent 74
54
74
70
60
Sales and marketing 77
61
81
63
54
Maintenance materials and repairs 66
47
64
45
23
Other operating expenses 260
205
291
215
159
Total operating expenses(1) 1,667
1,176
1,653
1,154
831
Operating income 63
79
48
111
167
Government compensation(2) —
—
—
—
23
Other expense (84
)
 (48
)
 (72
)
 (36
)
 (16
)
Income (loss) before income taxes (21
)
 31
(24
)
 75
174
Income tax expense (benefit) (3
)
 9
(4
)
 29
71
Net income (loss) $ (18
)
 $ 22
$ (20
)
 $ 46
$ 103
Earnings (loss) per common share:  
 
 
 
 
Basic $ (0.11
)
 $ 0.14
$ (0.13
)
 $ 0.30
$ 0.71
Diluted $ (0.11
)
 $ 0.13
$ (0.13
)
 $ 0.28
$ 0.64
Other Financial Data:  
 
 
 
 
Operating margin 3.6
%
 6.3
%
 2.8
%
 8.8
%
 16.8
%
Ratio of earnings to fixed charges(3) —
1.2
x
 —
1.6
x
 3.1
x
Net cash provided by operating activities $ 209
$ 146
$ 170
$ 199
$ 287
Net cash used in investing activities (887
)
 (838
)
 (1,276
)
 (720
)
 (987
)
Net cash provided by financing activities 680
698
1,093
437
789
(1) In 2005, JetBlue recorded $7 million in non-cash stock-based compensation expense related to the

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acceleration of certain employee stock options and wrote-off $6 million in development costs relating to a maintenance and inventory tracking system that will not be implemented.
(2) In 2003, JetBlue received $23 million in compensation under the Emergency War Time Supplemental Appropriations Act.
(3) Earnings were inadequate to cover fixed charges by $40 million and $39 million for the nine months ended September 30, 2006 and the year ended December 31, 2005, respectively.

  As of September 30, As of December 31,
  2006 2005 2005 2004 2003
  (in millions)
Balance Sheet Data:  
 
 
 
 
Cash, cash equivalents and investment securities $ 456
$ 491
$ 484
$ 450
$ 607
Total assets 4,429
3,566
3,892
2,797
2,185
Total debt 2,560
2,190
2,326
1,545
1,109
Common stockholders' equity 917
787
911
754
670

  Nine Months Ended
September 30,		 Year Ended
December 31,
  2006 2005 2005 2004 2003
Operating Statistics (unaudited):  
 
 
 
 
Revenue passengers (thousands) 13,633
10,879
14,729
11,783
9,012
Revenue passenger miles (millions) 17,522
15,043
20,200
15,730
11,527
Available seat miles ASM (millions) 21,316
17,347
23,703
18,911
13,639
Load factor 82.2
%
 86.7
%
 85.2
%
 83.2
%
 84.5
%
Breakeven load factor(4) 83.3
%
 84.2
%
 86.1
%
 77.9
%
 72.6
%
Aircraft utilization (hours per day) 12.9
13.6
13.4
13.4
13.0
Average fare $ 119.63
$ 110.28
$ 110.03
$ 103.49
$ 107.09
Yield per passenger mile (cents) 9.31
7.97
8.02
7.75
8.37
Passenger revenue per ASM (cents) 7.65
6.92
6.84
6.45
7.08
Operating revenue per ASM (cents) 8.11
7.24
7.18
6.69
7.32
Operating expense per ASM (cents) 7.82
6.78
6.98
6.10
6.09
Operating expense per ASM, excluding fuel (cents) 5.17
4.84
4.92
4.75
5.01
Airline operating expense per ASM (cents)(4) 7.76
6.72
6.91
6.04
6.08
Departures 114,416
81,123
112,009
90,532
66,920
Average stage length (miles) 1,224
1,371
1,358
1,339
1,272
Average number of operating aircraft during period 103.4
74.8
77.5
60.6
44.0
Average fuel cost per gallon $ 2.02
$ 1.52
$ 1.61
$ 1.06
$ 0.85
Fuel gallons consumed (millions) 279
222
303
241
173
Percent of sales through jetblue.com during period 80.1
%
 77.2
%
 77.5
%
 75.4
%
 73.0
%
Full-time equivalent employees at period end(4) 9,223
7,452
8,326
6,413
4,892
(4) Excludes results of operations and employees of LiveTV, LLC, which are unrelated to JetBlue's airline operations.

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The following terms used in this section have the meanings indicated below:

‘‘Revenue passengers’’ represents the total number of paying passengers flown on all flight segments.

‘‘Revenue passenger miles’’ represents the number of miles flown by revenue passengers.

‘‘Available seat miles’’ represents the number of seats available for passengers multiplied by the number of miles the seats are flown.

‘‘Load factor’’ represents the percentage of aircraft seating capacity that is actually utilized (revenue passenger miles divided by available seat miles).

‘‘Breakeven load factor’’ is the passenger load factor that will result in operating revenues being equal to operating expenses, assuming constant revenue per passenger mile and expenses.

‘‘Aircraft utilization’’ represents the average number of block hours operated per day per aircraft for the total fleet of aircraft.

‘‘Average fare’’ represents the average one-way fare paid per flight segment by a revenue passenger.

‘‘Yield per passenger mile’’ represents the average amount one passenger pays to fly one mile.

‘‘Passenger revenue per available seat mile’’ represents passenger revenue divided by available seat miles.

‘‘Operating revenue per available seat mile’’ represents operating revenues divided by available seat miles.

‘‘Operating expense per available seat mile’’ represents operating expenses divided by available seat miles.

‘‘Operating expense per available seat mile, excluding fuel’’ represents operating expenses, less aircraft fuel, divided by available seat miles.

‘‘Average stage length’’ represents the average number of miles flown per flight.

‘‘Average fuel cost per gallon’’ represents total aircraft fuel costs, which excludes fuel taxes, divided by the total number of fuel gallons consumed.

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RISK FACTORS

Risk Factors Relating to the Company

Please see the disclosure in the accompanying prospectus for a discussion of the risks related to JetBlue.

In addition to the risks discussed in the accompanying prospectus, please note the additional information below. Such information updates and supersedes any conflicting information in the accompanying prospectus.

If JetBlue fails to successfully implement its growth strategy, its business could be harmed.

JetBlue's growth strategy involves increasing the frequency of flights to markets it currently serves, expanding the number of markets served and increasing flight connection opportunities. Increasing the number of markets JetBlue serves depends on JetBlue's ability to access suitable airports located in JetBlue's targeted geographic markets in a manner that is consistent with its cost strategy. JetBlue will also need to obtain additional gates at some of JetBlue's existing destinations. Any condition that would deny, limit or delay JetBlue's access to airports JetBlue seeks to serve in the future will constrain JetBlue's ability to grow. Opening new markets requires JetBlue to commit a substantial amount of resources, even before the new services commence. Expansion is also dependent upon JetBlue's ability to maintain a safe and secure operation and will require additional personnel, equipment and facilities. An inability to hire and retain personnel, timely secure the required equipment and facilities in a cost-effective manner, efficiently operate JetBlue's expanded facilities, or obtain the necessary regulatory approvals may adversely affect JetBlue's ability to achieve its growth strategy.

Due to recent record high fuel prices, increased capacity in JetBlue's markets and other industry conditions, it has become increasingly difficult to fund JetBlue's growth profitability. As a result, earlier this year JetBlue modified its growth plans to sell five Airbus A320 aircraft in 2006 and deferred the delivery of 12 Airbus A320 aircraft from 2007 through 2009 to 2011 and 2012. JetBlue plans to further reduce its future growth plans from previously announced levels. JetBlue cannot assure you that it will be able to profitably expand its existing markets or establish new markets in this increased competitive environment, and if JetBlue fails to do so its business could be harmed.

JetBlue has a significant amount of fixed obligations and will incur significantly more fixed obligations, which could harm JetBlue's ability to meet its growth strategy and impair JetBlue's ability to service its fixed obligations, including any debt securities issued pursuant to this Prospectus Supplement.

As of September 30, 2006, JetBlue's debt of $2.56 billion accounted for 74% of its total capitalization. Most of JetBlue's long-term and short-term debt has floating interest rates. In addition to long term debt, JetBlue has a significant amount of other fixed obligations under leases related to its aircraft, airport terminal space, other airport facilities and office space. As of September 30, 2006, future minimum payments under noncancelable leases and other financing obligations were approximately $900 million for 2006 through 2010 and an aggregate of $2.28 billion for the years thereafter. JetBlue has commenced construction of a new terminal at JFK under a 30-year lease with the Port Authority of New York and New Jersey, or PANYNJ. The minimum payments under this lease will be accounted for as a financing obligation and have been included above.

As of September 30, 2006, JetBlue had commitments of approximately $5.83 billion to purchase 167 additional aircraft and other flight equipment over the next seven years, including estimated amounts for contractual price escalations. JetBlue will incur additional debt and other fixed obligations as it takes delivery of new aircraft and other equipment and continues to expand into new markets. JetBlue typically finances its aircraft through either secured debt or lease financing. Although JetBlue believes that debt and/or lease financing should be available for its aircraft deliveries, JetBlue cannot assure you that JetBlue will be able to secure such financing on terms acceptable to JetBlue or at all.

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JetBlue relies heavily on automated systems to operate its business and any failure of these systems could harm its business.

JetBlue is increasingly dependent on automated systems and technology to operate its business, enhance customer service and achieve low operating costs, including its computerized airline reservation system, flight operations system, telecommunications systems, website, maintenance systems, check-in kiosks and in-flight entertainment systems. Since JetBlue only issues electronic tickets, its website and reservation system must be able to accommodate a high volume of traffic and deliver important flight information. During 2007, JetBlue plans to replace or upgrade several of these critical systems.

The performance and reliability of JetBlue's automated systems is critical to JetBlue's ability to operate its business and compete effectively. These systems cannot be completely protected against events that are beyond JetBlue's control, including natural disasters, computer viruses or telecommunications failures. Substantial or sustained system failures could impact customer service and result in JetBlue's customers purchasing tickets from another airline. JetBlue has implemented security measures and change control procedures and has disaster recovery plans; however, JetBlue cannot assure you that these measures are adequate to prevent disruptions, which, if they were to occur, could result in the loss of important data, increase JetBlue's expenses, decrease JetBlue's revenues and generally harm JetBlue's business.

Risk Factors Relating to the Airline Industry

Please see the disclosure in the accompanying Prospectus for a discussion of the risks related to the airline industry.

Risk Factors Relating to the Certificates and the Offering

Appraisals should not be relied upon as a measure of realizable value of the Spare Parts or any Spare Engines.

Simat, Helliesen & Eichner, Inc., an independent aviation appraisal and consulting firm (‘‘SH&E’’), has prepared an appraisal of the spare parts of the types included in the Collateral owned by JetBlue as of September 27, 2006. A report, dated October 24, 2006, summarizing such appraisal is annexed to this Prospectus Supplement as Appendix II. The appraisal is subject to a number of assumptions and limitations and was prepared based on certain specified methodologies. In preparing its appraisal, SH&E conducted only a limited physical inspection of certain locations at which JetBlue maintains the spare parts. An appraisal that is subject to other assumptions and limitations and based on other methodologies may result in valuations that are materially different from those contained in SH&E's appraisal. See ‘‘DESCRIPTION OF THE APPRAISAL’’.

JetBlue is required to provide to the Policy Provider, the Mortgagee and the Rating Agencies a semiannual appraisal of the Collateral. If any such subsequent appraisal indicates that the ratio of the outstanding principal amount of the Series G-1 Equipment Note to the Collateral value is greater than 45.0%, that the ratio of the sum of the outstanding principal amount of the Series G-1 Equipment Note and of the Series B-1 Equipment Note to the Collateral value is greater than 75.0% or that the ratio of Rotables/Repairables included in the Collateral to the outstanding principal amount of the Series G-1 Equipment Note is less than 150.0%, JetBlue is required to provide additional collateral or to redeem some or all of the Equipment Notes so that the loan to collateral values are not greater than the applicable maximum percentage and the Rotables/Repairables to loan value is not less than the applicable minimum percentage. See ‘‘DESCRIPTION OF THE EQUIPMENT NOTES — Collateral’’.

An appraisal is only an estimate of value. An appraisal should not be relied upon as a measure of realizable value. The proceeds realized upon a sale of any Collateral may be less than its appraised value. The value of the Collateral if remedies are exercised under the Indenture will depend on market and economic conditions, the supply of similar spare parts, the availability of buyers, the

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condition of the Collateral and other factors. In addition, since spare parts are regularly used, refurbished, purchased, transferred and discarded in the ordinary course of business, the quantity of spare parts included in the Collateral and their appraised value will change over time. Accordingly, there can be no assurance that the proceeds realized upon any such exercise of remedies with respect to Equipment Notes and the Collateral would equal the appraised value of the Collateral or be sufficient to satisfy in full payments due on such Equipment Notes or the Certificates.

In recent years the airline industry has suffered substantial losses and several major U.S. air carriers have filed for bankruptcy protection. In response to adverse market conditions, many air carriers have reduced the number of aircraft in operation, and there may be further reductions, particularly by air carriers in bankruptcy. Any such reduction of aircraft of the same models as the models of aircraft on which the spare parts or any spare engines included in the Collateral may be installed or used could adversely affect the value of the Collateral.

The exercise of remedies will be controlled by the Controlling Party.

If an Indenture Default is continuing, subject to certain conditions, the Mortgagee will be directed by the ‘‘Controlling Party’’ in exercising remedies under the Indenture, including accelerating the Equipment Notes or foreclosing the lien on the Collateral. See ‘‘DESCRIPTION OF THE CERTIFICATES — Indenture Defaults and Certain Rights Upon an Indenture Default’’.

The Controlling Party will be:

•  The Policy Provider (except as provided below).
•  If a Policy Provider Default is continuing or if the Policy has been surrendered for cancellation (thereby releasing the Policy Provider from its obligations under the Policy) and the Policy Provider Amounts (other than certain specified amounts) have been paid in full, the Class G-1 Trustee.
•  Upon payment of Final Distributions to Class G-1 Certificateholders and (unless a Policy Provider Default is continuing) of the Policy Provider Amounts (other than certain specified amounts) to the Policy Provider, the Class B-1 Trustee.
•  Under certain certain circumstances, the Primary Liquidity Provider.
•  Under circumstances described in ‘‘DESCRIPTION OF CERTIFICATES — Additional Certificates and Equipment Notes’’, the policy provider or primary liquidity provider referred to therein.

In the event of an Indenture Default, the market for the Equipment Notes may be limited.

During the continuation of any Indenture Default, the Controlling Party may direct the sale of the Equipment Notes, subject to certain limitations. See ‘‘DESCRIPTION OF THE INTERCREDITOR AGREEMENT — Intercreditor Rights — Sale of Pledged Spare Parts, Spare Engines or Equipment Notes’’. The market for Equipment Notes during any Indenture Default may be very limited, and there can be no assurance as to the price at which they could be sold. If the Controlling Party directs the sale of any Equipment Notes for less than their outstanding principal amount, the Class B-1 Certificateholders (and, if payments required to be made under the Policy are not made, possibly the Class G-1 Certificateholders) will receive a smaller amount of principal distributions than anticipated and will not have any claim for the shortfall against JetBlue, any Liquidity Provider, any Trustee or, in the case of the Class B-1 Certificateholders, the Policy Provider.

The Policy Provider will have voting control of the Series G-1 Equipment Note.

Amendments, modifications and waivers of the Indenture and the other Operative Agreements require the consent of the holders of a majority of the outstanding principal amount of the Equipment Notes, subject to certain limited exceptions. See ‘‘DESCRIPTION OF THE EQUIPMENT NOTES — Modification of Indenture and Other Operative Agreements’’. Unless Additional Equipment Notes

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are issued, the Series G-1 Equipment Note will constitute a majority of the outstanding principal amount of the Equipment Notes through the Final Expected Distribution Date, unless prepaid earlier at the option of JetBlue. See ‘‘DESCRIPTION OF THE CERTIFICATES — Pool Factors’’. So long as the Final Distributions on the Class G-1 Certificates have not been made or any Policy Provider Obligations or Policy Expenses remain outstanding and no Policy Provider Default has occurred and is continuing, the Policy Provider will direct the vote of the Series G-1 Equipment Note. See ‘‘DESCRIPTION OF THE INTERCREDITOR AGREEMENT — Voting of Equipment Notes’’. Accordingly, it is expected that the Policy Provider will have control over any such amendments, modifications and waivers.

The ratings of the Certificates may be lowered or withdrawn in the future.

It is a condition to the issuance of the Certificates that the Class G-1 Certificates be rated not lower than Aaa by Moody's and AAA by Standard & Poor's and the Class B-1 Certificates be rated not lower than Ba3 by Moody's and B+ by Standard & Poor's. A rating is not a recommendation to purchase, hold or sell the Certificates, because such rating does not address market price or suitability for a particular investor. A rating may not remain unchanged for any given period of time and may be lowered or withdrawn entirely by a Rating Agency if, in its judgment, circumstances in the future (including the downgrading of JetBlue, any Liquidity Provider or the Policy Provider) so warrant.

The Rating Agencies base (i) the rating of the Class G-1 Certificates solely on the rating of the Policy Provider and the availability of the Policy and (ii) the rating of the Class B-1 Certificates primarily on the default risk with respect to the Series B-1 Equipment Note, the value provided by the Collateral securing the Equipment Notes and the subordination provisions applicable to the Certificates. These ratings address the likelihood of timely payment of interest (at the Stated Interest Rate and without any Premium or Break Amount) when due on the Certificates and the ultimate payment of principal distributable under the Certificates by the Final Maturity Date. The ratings do not address the possibility of certain defaults, optional redemptions or other circumstances, which could result in the payment of the outstanding principal amount of the Certificates prior to the Final Expected Distribution Date. Standard & Poor's has indicated that its rating on the Class G-1 Certificates would be withdrawn if the Policy Provider were released from its obligations under the Policy by the Class B-1 Certificate holders in connection with their purchase of the Class G-1 Certificates.

The reduction, suspension or withdrawal of the ratings of the Certificates will not, by itself, constitute an event of default under the Pass Through Trust Agreements.

The interest rate on the Class G-1 Certificates and Series G-1 Equipment Notes may be capped.

If there is a Payment Default under the Indenture and such Payment Default is continuing on a Regular Distribution Date, the interest rate on the Series G-1 Equipment Note for the interest period commencing on such Regular Distribution Date will be subject to a maximum equal to the Capped Interest Rate if such Payment Default continues throughout such interest period. The amounts available for any such interest period under the Liquidity Facilities and the Policy for the payment of accrued interest with respect to the Class G-1 Certificates are limited by the same maximum rate. Accordingly, if JetBlue fails to make a payment under the Indenture when due, the interest rate on the Series G-1 Equipment Note and, accordingly, the amount that the Class G-1 Trustee may draw under the Liquidity Facilities and the Policy (or, if applicable, withdraw from the Cash Collateral Account) to make the next interest payment with respect to the Class G-1 Certificates will be capped at such maximum rate if such failure to pay continues throughout the interest period ending on the next Regular Distribution Date. The Class G-1 Certificate holders will not have a claim for interest at a rate above the Capped Interest Rate with respect to any period during which the Capped Interest Rate is in effect.

The Above-Cap Liquidity Facility may be terminated upon the occurrence of certain events.

The Above-Cap Liquidity Facility provides that upon (i) a downgrading of the Above-Cap Liquidity Provider below the applicable Threshold Rating or (ii) the occurrence of certain other

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events relating to certain changes in law or other circumstances, unless the Above-Cap Liquidity Facility is replaced by a replacement Above-Cap Liquidity Facility, the Above-Cap Liquidity Facility shall be terminated. The Above-Cap Liquidity Provider will have the right to replace the Above-Cap Liquidity Facility by a replacement Above-Cap Liquidity Facility or to terminate the Above-Cap Liquidity Facility upon the occurrence of certain events relating to deduction or withholding for tax. If the Above-Cap Liquidity Facility is so terminated, the Above-Cap Liquidity Provider is required to deposit into the Above-Cap Collateral Account a termination payment expected to be sufficient to cover one future payment under the Above-Cap Liquidity Facility, assuming that LIBOR will not exceed 20%. See ‘‘DESCRIPTION OF THE LIQUIDITY FACILITIES FOR THE CLASS G-1 CERTIFICATES — Above-Cap Liquidity Facility — Payments’’. Thus, after the Above-Cap Liquidity Facility has been terminated, if LIBOR at any time exceeds 20% or if more than one payment is to be made from the Above-Cap Collateral Account, there can be no assurance that the amounts available in the Above-Cap Collateral Account would be sufficient to cover any interest shortfall on the Class G-1 Certificates as otherwise described herein.

There are certain limitations with respect to the Collateral that could cause the Equipment Notes to be undersecured.

The Equipment Notes will be secured by a lien on the Pledged Spare Parts. See ‘‘DESCRIPTION OF THE EQUIPMENT NOTES — Collateral’’. However, the lien will not apply to a spare part for as long as it is installed on or being used in any aircraft, engine or other spare part so installed or being used. In addition, since spare parts are regularly used, refurbished, purchased, transferred and discarded in the ordinary course of JetBlue's business, the quantity of spare parts included in the Collateral and their appraised value will change over time.

JetBlue is required to keep the Pledged Spare Parts at certain Designated Locations, subject to certain exceptions. See ‘‘DESCRIPTION OF THE EQUIPMENT NOTES — Collateral — Designated Locations’’. The lien of the Equipment Notes will not apply to any spare part not located at a Designated Location.

JetBlue is required to provide to the Policy Provider, the Trustees and the Rating Agencies a semiannual appraisal of the Collateral. If any such subsequent appraisal indicates that the ratio of the outstanding principal amount of the Series G-1 Equipment Note to the Collateral value is greater than 45.0%, that the ratio of the sum of the outstanding principal amount of the Series G-1 Equipment Note and of the Series B-1 Equipment Note to the Collateral value is greater than 75.0% or that the ratio of Rotables/Repairables included in the Collateral to the outstanding principal amount of the Series G-1 Equipment Note is less than 150.0%, JetBlue is required to provide additional collateral or to redeem some or all of the Equipment Notes so that the loan to Collateral values are not greater than the applicable maximum percentage and the Rotables/Repairables to loan value is not less than the applicable minimum percentage. In order to satisfy this requirement, JetBlue may grant a lien on additional Qualified Spare Parts, cash or certain investment securities. In addition, JetBlue may grant a lien on Spare Engines, subject to certain limitations, or on other collateral, provided that the Policy Provider agrees and each Rating Agency confirms that the use of such Spare Engines, solely in the case of the initial pledge of a Spare Engine as additional collateral, or such other additional collateral in all other cases will not result in a reduction of the rating of the Class G-1 Certificates or Class B-1 Certificates below the then current rating for such Certificates (determined in the case of the Class G-1 Certificates without regard to the Policy) or a withdrawal or suspension of the rating of such Certificates. See ‘‘DESCRIPTION OF THE EQUIPMENT NOTES — Collateral’’. Section 1110 of the U.S. Bankruptcy Code, which provides special rights to holders of liens with respect to certain equipment (see ‘‘DESCRIPTION OF THE EQUIPMENT NOTES — Remedies’’), would apply to any such additional Qualified Spare Parts or any Spare Engine in the Collateral but would not apply to any such cash or investment securities. In addition, Section 1110 may not apply to such other collateral, depending on the circumstances.

Any such grant of a lien on cash, investment securities or other collateral or redemption of Equipment Notes by JetBlue could be subject to avoidance as a ‘‘preference’’ under Section 547 of the U.S. Bankruptcy Code if (1) it occurred within 90 days of a bankruptcy filing by JetBlue (or one year

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in the case of a redemption of Equipment Notes held by an ‘‘insider’’ of JetBlue within the meaning of the U.S. Bankruptcy Code) and (2) it enabled the holders of such Equipment Notes to receive more than they would receive if JetBlue were liquidated under Chapter 7 of the U.S. Bankruptcy Code and the grant of additional collateral or the redemption of such Equipment Notes had not occurred, which would likely be the case if, at the time of the grant or redemption, such Equipment Notes are undersecured.

The ability to resell the Certificates may be limited and Class B-1 Certificates are subject to transfer restrictions.

Prior to this offering, there has been no public market for the Certificates. Neither JetBlue nor either Trust intends to apply for listing of the Certificates on any securities exchange or otherwise. The Underwriters may assist in resales of the Certificates, but they are not required to do so. A secondary market for the Certificates may not develop. If a secondary market does develop, it might not continue or it might not be sufficiently liquid to allow you to resell any of your Certificates.

In addition, the Class B-1 Certificates will be subject to transfer restrictions. They may be sold only to qualified institutional buyers, as defined in Rule 144A under the Securities Act of 1933, as amended, for so long as they are outstanding. This additional restriction may make it more difficult for you to resell any of your Class B-1 Certificates, even if a secondary market does develop.

Risk Factors Relating to the Policy Provider

If the financial condition of the Policy Provider declines, the rating of the Class G-1 Certificates may decline.

The rating by each Rating Agency of the Class G-1 Certificates is based on the existence of the Policy that insures the complete and timely payment of interest relating to the Class G-1 Certificates on each Regular Distribution Date and the payment of outstanding principal of the Class G-1 Certificates no later than the Final Maturity Date. MBIA Insurance Corporation, the Policy Provider, will issue the Policy. If the Policy Provider's financial condition declines or if it becomes insolvent, the Subordination Agent may be unable to recover the full amount due under the Policy. In addition, such a decline or insolvency could lead a Rating Agency to downgrade the ratings of the Class G-1 Certificates because of a concern that the Policy Provider may be unable to make payments to the holders of the Class G-1 Certificates under the Policy. For a discussion of the financial information generally available relating to the Policy Provider, see ‘‘DESCRIPTION OF THE POLICY PROVIDER’’.

Policy protection is limited.

Although the Subordination Agent may make drawings under the Policy for interest payments relating to the Class G-1 Certificates on each Regular Distribution Date, the Subordination Agent may not make drawings for principal payments until the Final Maturity Date except in certain limited circumstances. This limits the protection afforded to holders of Class G-1 Certificates by the Policy.

The Class B-1 Certificates will not have the benefit of the Policy or any other insurance policy covering payments on the Certificates.

Risk Factors Relating to Additional Equipment Notes and Additional Certificates

JetBlue has the right to issue Additional Equipment Notes and Additional Certificates without the consent of any Certificateholder.

After the consummation of the offering of the Certificates as contemplated hereby, JetBlue may, from time to time, issue Additional Equipment Notes and Additional Certificates in one or more separate offerings, as described in ‘‘POSSIBLE ISSUANCE OF ADDITIONAL EQUIPMENT

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NOTES AND ADDITIONAL CERTIFICATES’’. As long as the conditions to the issuance of Additional Equipment Notes and Additional Certificates described therein are satisfied, such issuance will not require the consent of any Certificateholder.

The fees and certain other amounts payable to each Additional Policy Provider and each Additional Primary Liquidity Provider will rank senior to the amounts distributable to the Certificateholders.

Following the issuance of Additional Certificates, the Controlling Party will be determined as described in ‘‘POSSIBLE ISSUANCE OF ADDITIONAL EQUIPMENT NOTES AND ADDITIONAL CERTIFICATES — Additional Certificates — Controlling Party’’ and as a result it is possible that a party involved in an offering of any such Additional Certificates, which has no relation to the Certificates, may become the Controlling Party. In addition, the Class G-1 Certificates or the Class B-1 Certificates will be subject to additional purchase rights exercisable by the holders of a class of Additional Certificates or a provider of an Additional Policy as described in ‘‘POSSIBLE ISSUANCE OF ADDITIONAL EQUIPMENT NOTES AND ADDITIONAL CERTIFICATES — Additional Certificates — Purchase Rights of Holders of Certificates or Additional Certificates.’’

USE OF PROCEEDS

The proceeds from the sale of the Certificates of each Trust being offered hereby will be used to purchase Equipment Notes to be held by such Trust. JetBlue will use the proceeds from the sale of those Equipment Notes to fund working capital and capital expenditures.

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THE COMPANY

JetBlue Airways Corporation (‘‘JetBlue’’ or the ‘‘Company’’) is a major low-cost passenger airline that provides high-quality customer service at low fares primarily on point-to-point routes. JetBlue focuses on serving markets that previously were underserved and/or large metropolitan areas that have had high average fares. JetBlue has a geographically diversified flight schedule that includes both short-haul and long-haul routes. JetBlue intends to maintain a disciplined growth strategy by increasing frequency on its existing routes, connecting new city pairs and entering new markets.

JetBlue commenced services on February 2000 and established its primary base of operations at New York's John F. Kennedy International Airport, or JFK. In August 2001, JetBlue began service at its West Coast base of operations, Long Beach Municipal Airport, which serves the Los Angeles area. For the year ended December 31, 2005, JetBlue was the 9th largest passenger carrier in the United States based on revenue passenger miles.

JetBlue has an experienced management team and a strong company culture with a productive and incentivized workforce that strives to offer high-quality customer service, while at the same time operating efficiently and keeping costs low. JetBlue's high daily aircraft utilization and low distribution costs also contribute to its low operating costs. JetBlue's widely available low fares are designed to stimulate demand, which JetBlue has demonstrated through its ability to increase passenger traffic in the markets it serves. In addition to its low fares, JetBlue offers customers a differentiated product, including new aircraft, leather seats, reliable operating performance, 36 channels of free LiveTV (a satellite TV service with programming provided by DIRECTV®) and movie selections from FOX InFlight at every seat. In 2006, JetBlue began adding 100 channels of free XM Satellite Radio to its Airbus A320 fleet, a service which is already available on JetBlue's Embraer 190 fleet.

JetBlue was incorporated in Delaware in August 1998. JetBlue's principal executive offices are located at 118-29 Queens Boulevard, Forest Hills, New York 11375 and JetBlue's telephone number is (718) 286-7900. JetBlue's website address is http://investor.jetblue.com. Information contained on JetBlue's website is not a prospectus and does not constitute part of this prospectus.

DESCRIPTION OF THE POLICY PROVIDER

MBIA Insurance Corporation (‘‘MBIA’’) is the principal operating subsidiary of MBIA Inc., a New York Stock Exchange listed company. MBIA Inc. is not obligated to pay the debts of or claims against MBIA. MBIA is domiciled in the State of New York and licensed to do business in and subject to regulation under the laws of all 50 states, the District of Columbia, the Commonwealth of Puerto Rico, the Commonwealth of the Northern Mariana Islands, the Virgin Islands of the United States and the Territory of Guam. MBIA, either directly or through subsidiaries, is licensed to do business in the Republic of France, the United Kingdom and the Kingdom of Spain and is subject to regulation under the laws of those jurisdictions.

The principal executive offices of MBIA are located at 113 King Street, Armonk, New York 10504 and the main telephone number at that address is (914) 273-4545.

MBIA does not accept any responsibility for the accuracy or completeness of this Prospectus Supplement or any information or disclosure contained herein, or omitted herefrom, other than with respect to the accuracy of the information regarding the Policy and MBIA set forth under the heading ‘‘Description of the Policy Provider’’. Additionally, MBIA makes no representation regarding the Class G-1 Certificates or the advisability of investing in the Class G-1 Certificates.

Regulation

As a financial guaranty insurance company licensed to do business in the State of New York, MBIA is subject to the New York Insurance Law which, among other things, prescribes minimum capital requirements and contingency reserves against liabilities for MBIA, limits the classes and concentrations of investments that are made by MBIA and requires the approval of policy rates and forms that are employed by MBIA. State law also regulates the amount of both the aggregate and individual risks that may be insured by MBIA, the payment of dividends by MBIA, changes in control with respect to MBIA and transactions among MBIA and its affiliates.

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The Policy is not covered by the Property/Casualty Insurance Security Fund specified in Article 76 of the New York Insurance Law.

Financial Strength Ratings of MBIA

Moody's Investors Service, Inc. rates the financial strength of MBIA ‘‘Aaa.’’

Standard & Poor's, a division of The McGraw-Hill Companies, Inc., rates the financial strength of MBIA ‘‘AAA.’’

Fitch Ratings rates the financial strength of MBIA ‘‘AAA.’’

Each rating of MBIA should be evaluated independently. The ratings reflect the respective rating agency's current assessment of the creditworthiness of MBIA and its ability to pay claims on its policies of insurance. Any further explanation as to the significance of the above ratings may be obtained only from the applicable rating agency.

The above ratings are not recommendations to buy, sell or hold the Class G-1 Certificates, and such ratings may be subject to revision or withdrawal at any time by the rating agencies. Any downward revision or withdrawal of any of the above ratings may have an adverse effect on the market price of the Class G-1 Certificates. MBIA does not guaranty the market price of the Class G-1 Certificates nor does it guaranty that the ratings on the Class G-1 Certificates will not be revised or withdrawn.

MBIA Financial Information

The tables below present selected financial information of MBIA determined in accordance with statutory accounting practices prescribed or permitted by insurance regulatory authorities (‘‘SAP’’) as well as selected financial information of MBIA on a consolidated basis determined in accordance with accounting principles generally accepted in the United States of America (‘‘GAAP’’):

SAP


In millions June 30,
2006		 December 31,
2005
  (Unaudited) (Audited)
Admitted Assets $ 11,273
$ 11,037
Liabilities 6,929
7,237
Capital and Surplus 4,344
3,800

GAAP


In millions June 30,
2006		 December 31,
2005
  (Unaudited) (Audited)
Assets $ 13,388
$ 13,506
Liabilities 6,305
6,426
Equity 7,083
7,080

For further information concerning MBIA, see the consolidated financial statements of MBIA and its subsidiaries as of December 31, 2005 and December 31, 2004 and for each of the three years in the period ended December 31, 2005, prepared in accordance with generally accepted accounting principles, included in the Annual Report on Form 10-K of MBIA Inc. for the year ended December 31, 2005 and the consolidated financial statements of MBIA and its subsidiaries as of September 30, 2006 and for the nine month periods ended September 30, 2006 and September 30, 2005 included in the Quarterly Report on Form 10-Q of MBIA Inc. for the period ended September 30, 2006, which are hereby incorporated by reference into this Prospectus Supplement and shall be deemed to be a part hereof.

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Copies of the statutory financial statements filed by MBIA with the State of New York Insurance Department are available over the Internet at MBIA Inc.'s web site at http://www.mbia.com and at no cost, upon request to MBIA at its principal executive offices.

Incorporation of Certain Documents by Reference

The following documents filed by MBIA Inc. with the Securities and Exchange Commission (the ‘‘SEC’’ ) are incorporated by reference into this Prospectus Supplement:

(1)  MBIA Inc.'s Annual Report on Form 10-K for the year ended December 31, 2005;
(2)  MBIA Inc.'s Quarterly Report on Form 10-Q for the quarter ended June 30, 2006; and
(3)  MBIA Inc.'s Quarterly Report on Form 10-Q for the quarter ended September 30, 2006.

Any documents, including any financial statements of MBIA and its subsidiaries that are included therein or attached as exhibits thereto, filed by MBIA Inc. pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of MBIA Inc.'s most recent Quarterly Report on Form 10-Q or Annual Report on Form 10-K, and prior to the termination of the offering of the Class G-1 Certificates offered hereby shall be deemed to be incorporated by reference in this Prospectus Supplement and to be a part hereof from the respective dates of filing such documents. Any statement contained in a document incorporated or deemed to be incorporated by reference herein, or contained in this Prospectus Supplement, shall be deemed to be modified or superseded for purposes of this Prospectus Supplement to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Prospectus Supplement.

MBIA Inc. files annual, quarterly and special reports, information statements and other information with the SEC under File No. 1-9583. Copies of MBIA Inc.'s SEC filings (including (1) MBIA Inc.'s Annual Report on Form 10-K for the year ended December 31, 2005, and (2) MBIA Inc.'s Quarterly Reports on Form 10-Q for the quarters ended March 31, 2006, June 30, 2006 and September 30, 2006) are available (i) over the Internet at the SEC’s web site at http://www.sec.gov; (ii) at the SEC’s public reference room in Washington, D.C.; (iii) over the Internet at MBIA Inc.'s web site at http://www.mbia.com; and (iv) at no cost, upon request to MBIA at its principal executive offices.

Experts

The financial statements, financial statement schedules and management’s assessment of the effectiveness of internal control over financial reporting (which is included in Management’s Report on Internal Control Over Financial Reporting) of MBIA Inc. and subsidiaries and the financial statements of MBIA Insurance Corporation and subsidiaries incorporated in this Prospectus Supplement by reference to MBIA Inc.'s Annual Report on Form 10-K for the year ended December 31, 2005 have been so incorporated in reliance on the reports of PricewaterhouseCoopers LLP, an independent registered public accounting firm, given on the authority of said firm as experts in auditing and accounting.

DESCRIPTION OF THE CERTIFICATES

The following summary describes the material terms of the Certificates. The summary does not purport to be complete and is qualified in its entirety by reference to all of the provisions of the Certificates, the Pass Through Trust Agreement for each Trust and the Intercreditor Agreement, each of which will be filed as an exhibit to a Current Report on Form 8-K to be filed by JetBlue with the Commission.

Except as otherwise indicated, the following summary relates to each of the Trusts and the Certificates issued by each such Trust. The terms and conditions governing each of the Trusts will be substantially the same, except as described under ‘‘— Subordination’’ and ‘‘— Purchase Rights of

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Certificateholders’’ below and except that the principal amount of the Equipment Notes held by each Trust and the interest rate of the Equipment Notes held by each Trust will differ. The references to Sections in parentheses in the following summary are to the relevant Sections of each Pass Through Trust Agreement unless otherwise indicated.

General

Each Pass Through Certificate (collectively, the ‘‘Certificates’’) will represent a fractional undivided interest in one of two JetBlue Airways Spare Parts Pass Through Trusts (the ‘‘Class G-1 Trust’’ and the ‘‘Class B-1 Trust’’ and, together, the ‘‘Trusts’’). The Trusts will be formed pursuant to separate pass through trust agreements between JetBlue and Wilmington Trust Company, as trustee (the ‘‘Trustee’’), to be dated as of November 14, 2006 (each, a ‘‘Trust Agreement’’ and, collectively, the ‘‘Pass Through Trust Agreements’’) relating to such Trusts between JetBlue and the Trustee, as trustee under each Trust. The Certificates to be issued by the Class G-1 Trust and the Class B-1 Trust are referred to herein, respectively, as the ‘‘Class G-1 Certificates’’ and the ‘‘Class B-1 Certificates’’.

Each Certificate will represent a fractional undivided interest in the Trust created by the applicable Pass Through Trust Agreement pursuant to which such Certificate is issued. (Pass Through Trust Agreements, Section 3.01) The Trust Property of each Trust (the ‘‘Trust Property’’) will consist of:

•  Subject to the Intercreditor Agreement, an Equipment Note issued on a recourse basis by JetBlue.
•  The rights of such Trust under the Intercreditor Agreement and the Note Purchase Agreement (including all monies receivable in respect of such rights).
•  In the case of the Class G-1 Trust, all monies receivable under the Liquidity Facilities and the Policy.
•  Funds from time to time deposited with the applicable Trustee in accounts relating to such Trust.

The Certificates will be issued in fully registered form only and will be subject to the provisions described below under ‘‘— Delivery and Form’’. Certificates will be issued only in minimum denominations of $1,000 or integral multiples of $1,000, except that one Certificate of each Trust may be issued in a different denomination. (Pass Through Trust Agreements, Section 3.01). The Class B-1 Certificates will be subject to transfer restrictions. They may be sold only to qualified institutional buyers, as defined in Rule 144A under the Securities Act of 1933, as amended, for as long as they are outstanding. See ‘‘— Transfer Restrictions for the Class B-1 Certificates’’.

The Certificates represent interests in the respective Trusts, and all payments and distributions thereon will be made only from the Trust Property of the related Trust. (Pass Through Trust Agreements, Section 2.01). The Certificates do not represent an interest in or obligation of JetBlue, the Trustees or the Mortgagee or any affiliate of any thereof.

Subordination

On each Regular Distribution Date or Special Distribution Date (each, a ‘‘Distribution Date’’), all payments received by the Subordination Agent in respect of Equipment Notes and certain other payments under the Indenture will be distributed under the Intercreditor Agreement in the following order:

•  To the Subordination Agent, any Trustee, any Certificateholder, the Primary Liquidity Provider and the Policy Provider to the extent required to pay Administration Expenses.
•  To the Primary Liquidity Provider to the extent required to pay the Liquidity Expenses and to the Policy Provider to the extent required to pay Policy Expenses.
•  To the Primary Liquidity Provider to the extent required to pay aggregate interest accrued

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  and unpaid on the Liquidity Obligations (as determined after giving effect to certain payments by the Policy Provider to the Primary Liquidity Provider) and to the Policy Provider to the extent required to pay aggregate interest accrued and unpaid on certain Policy Provider Obligations and, if the Policy Provider has paid to the Primary Liquidity Provider all outstanding drawings and interest thereon owing to the Primary Liquidity Provider, to the Policy Provider to the extent required to reimburse the Policy Provider for the amount of such payment made to the Primary Liquidity Provider attributable to interest accrued on such drawings.
•  Such amount as shall be required (I)(A) if the Cash Collateral Account had been previously funded, unless (x) any Equipment Note is a Non-Performing Equipment Note and a Liquidity Event of Default under the Primary Liquidity Facility shall have occurred and be continuing or (y) a Final Drawing shall have occurred, to fund the Cash Collateral Account up to the Required Amount shall be deposited in the Cash Collateral Account, (B) if the Primary Liquidity Facility shall become a Downgraded Facility or a Non-Extended Facility at a time when unreimbursed Interest Drawings under the Primary Liquidity Facility have reduced the Available Amount thereunder to zero, unless (x) any Equipment Note is a Non-Performing Equipment Note and a Liquidity Event of Default shall have occurred and be continuing or (y) a Final Drawing shall have occurred, to deposit into the Cash Collateral Account an amount equal to the Required Amount shall be deposited in the Cash Collateral Account, and (C) if, with respect to the Primary Liquidity Facility, neither subclause (I)(A) nor subclause (I)(B) of this clause is applicable, to pay in full the outstanding amount of all Liquidity Obligations then due under the Primary Liquidity Facility (other than amounts payable as provided in the clauses above) (net of any and all payments made by the Policy Provider to the Primary Liquidity Provider in respect of the principal amount of Interest Drawings) shall be paid to the Primary Liquidity Provider and (II) if the Policy Provider has paid to the Primary Liquidity Provider all outstanding drawings and interest thereon owing to the Primary Liquidity Provider or if the Policy Provider has honored any Policy Drawings as a result of the failure of the Primary Liquidity Provider to honor Interest Drawings in accordance with the Primary Liquidity Facility, to the Policy Provider to the extent required to reimburse the Policy Provider for the amount of such payment made to the Primary Liquidity Provider in respect of principal of drawings under the Primary Liquidity Facility and the amount of such Policy Drawings, as applicable, pro rata, on the basis of the amounts of all such amounts to be deposited in the Cash Collateral Account, all such unreimbursed Liquidity Obligations and the amount of such unreimbursed Policy Provider Obligations.
•  If any amounts are to be distributed pursuant to either sub-clause (I)(A) or (I)(B) of the clause above, then the Primary Liquidity Provider shall be paid the excess of (x) the aggregate outstanding amount of its unreimbursed Advances (whether or not then due) over (y) the Required Amount;
•  If applicable, unless (x) any Equipment Note is a Non-Performing Equipment Note and a Liquidity Event of Default shall have occurred and is continuing or (y) a Final Drawing shall have occurred, to replenish the Above-Cap Collateral Account up to an amount equal to the Above-Cap Collateral Amount as recalculated as of such date (less any amount then on deposit in the Above-Cap Account).
•  To the Subordination Agent, any Trustee or any Certificateholder to the extent required to pay certain fees, taxes, charges and other amounts payable.
•  To the Trustee for the Class G-1 Trust (the ‘‘Class G-1 Trustee’’) to the extent required to pay Expected Distributions on the Class G-1 Certificates, allocated first to interest and second to principal.
•  To the Policy Provider to the extent required to pay Policy Provider Obligations (other than amounts payable pursuant to the first four clauses above and any Excess Reimbursement Obligations) and certain fees owing to the Policy Provider.

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•  To the Trustee for the Class B-1 Trust (the ‘‘Class B-1 Trustee’’) to the extent required to pay Expected Distributions on the Class B-1 Certificates, allocated first to interest and second to principal.
•  To the Policy Provider to the extent required to pay any Excess Reimbursement Obligations owing to the Policy Provider.
•  If applicable, unless (x) any Equipment Note is a Non-Performing Equipment Note and a Liquidity Event of Default shall have occurred and is continuing or (y) a Final Drawing shall have occurred, to replenish the Above-Cap Collateral Account up to an amount equal to the Above-Cap Collateral Amount as recalculated as of such date; provided that the sum of the amount on deposit in the Above-Cap Account and the amount on deposit in the Above-Cap Collateral Account shall not exceed the aggregate amount of Above-Cap Payments and the Above-Cap Collateral Amount funded by the Above-Cap Liquidity Provider.
•  The balance, if any, of any such amount remaining thereafter shall be held in the Collection Account for later distribution.

For purposes of calculating Expected Distributions with respect to the Certificates of any Trust, any premium or Break Amount paid on the Equipment Note held in such Trust that has not been distributed to the Certificateholders of such Trust (other than such premium or Break Amount or a portion thereof applied to the payment of interest on the Certificates of such Trust or the reduction of the Pool Balance of such Trust) shall be added to the amount of Expected Distributions.

Monies drawn under a Liquidity Facility or the Policy will not be subject to the subordination provisions of the Intercreditor Agreement.

A class of Senior Additional Certificates or Junior Additional Certificates shall rank pari passu with the Class G-1 Certificates or Class B-1 Certificates, respectively, under the Intercreditor Agreement. See ‘‘POSSIBLE ISSUANCE OF ADDITIONAL EQUIPMENT NOTES AND ADDITIONAL CERTIFICATES — Additional Certificates — Priority of Distribution.’’

Payments and Distributions

Payments of principal, premium (if any), Break Amount (if any) and interest on the Equipment Notes or with respect to other Trust Property held in each Trust will be distributed by the applicable Trustee to Certificateholders of such Trust on the date receipt of such payment is confirmed, except in the case of certain types of Special Payments.

Interest

The Equipment Note held in each Trust will accrue interest at the applicable variable rate per annum for the Certificates to be issued by such Trust set forth on the cover page of this Prospectus Supplement, subject, in the case of the Series G-1 Equipment Note, to a maximum equal to the Capped Interest Rate only for any interest period commencing on any Regular Distribution Date if a Payment Default under the Indenture shall exist on such Regular Distribution Date and continue throughout such interest period (the ‘‘Stated Interest Rates’’). Accrued interest is scheduled to be paid on January 2, April 2, July 2 and October 2 of each year, commencing on January 2, 2007, (the ‘‘Regular Distribution Dates’’). Such interest payments will be distributed to Certificateholders of such Trust on each such date until the final Distribution Date for such Trust, subject to the Intercreditor Agreement. Interest on the Equipment Notes is calculated on the basis of the actual number of days elapsed over a 360-day year.

Interest payable on the Equipment Notes for each Interest Period after the initial Interest Period will be determined based on LIBOR. As promptly as practicable after the determination of LIBOR for an Interest Period under the Reference Agency Agreement, the Reference Agent will give notice of such determination of LIBOR to JetBlue, the Trustees, the Mortgagee, the Subordination Agent, the Primary Liquidity Provider, the Above-Cap Liquidity Provider and the Policy Provider. Certificateholders may obtain such information from the Trustees or otherwise in the statements included with each distribution of a Scheduled Payment or Special Payment.

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Payments of interest with respect to the Class G-1 Certificates will be supported by the Primary Liquidity Facility and the Above-Cap Liquidity Facility to be provided by the applicable Liquidity Provider for the benefit of the holders of such Certificates. The Primary Liquidity Facility, together with the Above-Cap Liquidity Facility, is expected to provide an amount sufficient to pay interest on the Class G-1 Certificates at the Stated Interest Rate for the Class G-1 Certificates on up to eight successive Regular Distribution Dates (without regard to any future payments of principal on such Certificates and assuming that JetBlue will not cure any payment default under the Indenture). The Liquidity Facilities do not provide for drawings or payments thereunder to pay for principal of or Break Amount or premium on the Class G-1 Certificates, any interest on the Class G-1 Certificates in excess of the Stated Interest Rate for the Class G-1 Certificates, or, notwithstanding the subordination provisions of the Intercreditor Agreement, any amount with respect to the Class B-1 Certificates. Therefore, only the holders of the Class G-1 Certificates will be entitled to receive and retain the proceeds of drawings under the Primary Liquidity Facility and withdrawals from the Above-Cap Account. See ‘‘Description of the Liquidity Facilities for the Class G-1 Certificates’’. The Class B-1 Certificates will not have the benefit of any liquidity facility.

In the case of the Class G-1 Certificates, after use of any available funds under the Primary Liquidity Facility, the Cash Collateral Account and the Above-Cap Account, the payment of interest at the Stated Interest Rate for the Class G-1 Certificates will be supported by the Policy provided by the Policy Provider, except in specified circumstances. See ‘‘DESCRIPTION OF THE POLICY AND THE POLICY PROVIDER AGREEMENT FOR THE CLASS G-1 CERTIFICATES — The Policy’’.

Principal

The entire principal amount of the Equipment Notes of each Series is scheduled to be paid on January 2, 2014 (the ‘‘Final Expected Distribution Date’’). The ‘‘Final Maturity Date’’ for the Class G-1 Certificates is January 2, 2016.

Payment of principal of the Class G-1 Certificates on the Final Maturity Date and, in certain limited circumstances, earlier will be supported by the Policy provided by the Policy Provider. See ‘‘Description of the Policy and the Policy Provider Agreement for the Class G-1 Certificates – The Policy’’. The Class B-1 Certificates will not have the benefit of the Policy or any other insurance policy covering payments on the Certificates.

Distributions

The Trustee of each Trust will distribute, subject to the Intercreditor Agreement, on each Regular Distribution Date to the Certificateholders of such Trust all Scheduled Payments, as defined below, received in respect of the Equipment Note held on behalf of such Trust, the receipt of which is confirmed by the Trustee on such Regular Distribution Date. Each Certificateholder of each Trust will be entitled to receive its proportionate share, based upon its fractional undivided interest in such Trust and, subject to the Intercreditor Agreement, of principal or interest on the Equipment Note held on behalf of such Trust. Each such distribution of Scheduled Payments will be made by the Trustee to the Certificateholders of record of the relevant Trust on the record date applicable to such Scheduled Payment subject to certain exceptions. (Pass Through Trust Agreements, Section 4.02) If a Scheduled Payment is not received by the Trustee on a Regular Distribution Date but is received within five days thereafter, it will be distributed on the date received to such holders of record. If it is received after such five-day period, it will be treated as a Special Payment and distributed as described below.

Any payment in respect of, or any proceeds of, any Equipment Note or Collateral under (and as defined in) the Indenture other than a Scheduled Payment (each, a ‘‘Special Payment’’) will be distributed on, in the case of a redemption of any Equipment Note, the date of such redemption (which shall be a Business Day), and otherwise on the Business Day specified for distribution of such Special Payment pursuant to a notice delivered by each Trustee as soon as practicable after the Trustee has received funds for such Special Payment (each, a ‘‘Special Distribution Date’’). Any such distribution will be subject to the Intercreditor Agreement.

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Each Trustee will mail a notice to the Certificateholders of the applicable Trust stating the scheduled Special Distribution Date, the related record date, the amount of the Special Payment and the reason for the Special Payment. In the case of a redemption or purchase of the Equipment Note held in the related Trust, such notice will be mailed not less than 20 days prior to the date such Special Payment is scheduled to be distributed, and in the case of any other Special Payment, such notice will be mailed as soon as practicable after the Trustee has confirmed that it has received funds for such Special Payment. (Pass Through Trust Agreements, Section 4.02(b) and (c)) If the redemption of an Equipment Note held in a Trust is revoked after notice of the Special Payment date for such redemption has been given to holders of Certificates issued by such Trust, the Trustee will promptly mail notice of such revocation to such Certificateholders. Each distribution of a Special Payment, other than a final distribution, on a Special Distribution Date for any Trust will be made by the Trustee to the Certificateholders of record of such Trust on the record date applicable to such Special Payment. (Pass Through Trust Agreements, Section 4.02(b)) See ‘‘— Indenture Defaults and Certain Rights Upon an Indenture Default’’ and ‘‘DESCRIPTION OF THE EQUIPMENT NOTES — Optional Redemption’’.

Each Pass Through Trust Agreement requires that the Trustee establish and maintain, for the related Trust and for the benefit of the Certificateholders of such Trust, one or more non-interest bearing accounts (the ‘‘Certificate Account’’) for the deposit of payments representing Scheduled Payments received by such Trustee. Each Pass Through Trust Agreement requires that the Trustee establish and maintain, for the related Trust and for the benefit of the Certificateholders of such Trust, one or more accounts (the ‘‘Special Payments Account’’) for the deposit of payments representing Special Payments received by such Trustee, which shall be non-interest bearing except in certain circumstances where the Trustee may invest amounts in such account in certain Permitted Investments. Pursuant to the terms of each Pass Through Trust Agreement, the Trustee is required to deposit any Scheduled Payments relating to the applicable Trust received by it in the Certificate Account of such Trust and to deposit any Special Payments so received by it in the Special Payments Account of such Trust. (Pass Through Trust Agreements, Sections 4.02(b) and 4.04) All amounts so deposited will be distributed by the Trustee on a Regular Distribution Date or a Special Distribution Date, as appropriate. (Pass Through Trust Agreements, Section 4.02(b))

The final distribution for each Trust will be made only upon presentation and surrender of the Certificates for such Trust at the office or agency of the Trustee specified in the notice given by the Trustee of such final distribution. The Trustee will mail such notice of the final distribution to the Certificateholders of such Trust, specifying the date set for such final distribution and the amount of such distribution. (Pass Through Trust Agreements, Section 11.01) See ‘‘— Termination of the Trusts’’ below. Distributions in respect of Certificates issued in global form will be made as described in ‘‘— Delivery and Form’’ below.

If any Distribution Date is a Saturday, Sunday or other day on which commercial banks are authorized or required to close in New York, New York or Wilmington, Delaware, or which is not a day for trading by and between banks in the London interbank Eurodollar market (any other day being a ‘‘Business Day’’), distributions scheduled to be made on such Regular Distribution Date or Special Distribution Date will be made on the next succeeding Business Day, and interest shall be added for such additional period. (Pass Through Trust Agreements, Section 12.10)

‘‘Scheduled Payment’’ means (i) any payment of principal or interest on or in respect of an Equipment Note (other than any such payment which is not in fact received by the Subordination Agent within five days of the date on which such payment is scheduled to be made) due from the obligor thereon or (ii) any payment of interest on the Certificates with funds drawn under any Liquidity Facility or any payment of interest on or principal of the Certificates with funds drawn under the Policy, which payment in any such case represents the installment of principal at the stated maturity of such installment of principal on an Equipment Note, the payment of regularly scheduled interest accrued on the unpaid principal amount of an Equipment Note, or both; provided that any payment of principal, premium, if any, or interest resulting from the redemption or purchase of an Equipment Note shall not constitute a Scheduled Payment.

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Pool Factors

The ‘‘Pool Balance’’ for each Trust or for the Certificates issued by any Trust indicates, as of any date, (i) the original aggregate face amount of the Certificates of such Trust less (ii) the aggregate amount of all payments made as of such date in respect of the Certificates of such Trust other than payments made in respect of interest, Break Amount or premium or reimbursement of any costs or expenses incurred in connection therewith. The Pool Balance for each Trust or for the Certificates issued by any Trust as of any Distribution Date shall be computed after giving effect to any payment of principal of the Equipment Notes, any payment under the Policy (other than in respect of interest on the Class G-1 Certificates) or payment with respect to other Trust Property held in such Trust and the distribution thereof to be made on such Distribution Date. (Pass Through Trust Agreements, Section 1.01)

The ‘‘Pool Factor’’ for each Trust as of any date is the quotient (rounded to the seventh decimal place) computed by dividing (i) the Pool Balance as of such date by (ii) the original aggregate face amount of the Certificates of such Trust. The Pool Factor as of any Distribution Date for each Trust or for the Certificates issued by any Trust as of any date shall be computed after giving effect to any payment of principal of the Equipment Notes, payment under the Policy (other than in respect of interest on the Class G-1 Certificates) or payment with respect to other Trust Property held in such Trust and the distribution thereof made on such Distribution Date. (Pass Through Trust Agreements, Section 1.01) The Pool Factor for each Trust will be 1.0000000 on the date of issuance of the Certificates; thereafter, the Pool Factor for each Trust will decline to reflect reductions in the Pool Balance of such Trust. The amount of a Certificateholder's pro rata share of the Pool Balance of a Trust can be determined by multiplying the par value of the holder's Certificate of such Trust by the Pool Factor for such Trust as of the applicable Distribution Date. Notice of the Pool Factor and the Pool Balance for each Trust will be mailed to Certificateholders of such Trust on each Distribution Date. (Pass Through Trust Agreements, Section 4.03)

In the event of any early redemption, a purchase or a default in the payment of principal or interest in respect of the Equipment Note held in a Trust, as described in ‘‘— Indenture Defaults and Certain Rights Upon an Indenture Default’’ and ‘‘DESCRIPTION OF THE EQUIPMENT NOTES — Optional Redemption’’, the Pool Factors and the Pool Balances of each Trust so affected will be recomputed after giving effect thereto and notice thereof will be mailed to the Certificateholders of such Trust promptly after the occurrence of any such event. (Pass Through Trust Agreements, Section 4.03(c))

Reports to Certificateholders

On each Distribution Date, the applicable Trustee will include with each distribution by it of a Scheduled Payment or Special Payment to Certificateholders of the related Trust a statement setting forth the following information (per $1,000 aggregate principal amount of Certificate for such Trust, except as to the amounts described in items (a), (d) and (e) below):

(a)    The aggregate amount of funds distributed on such Distribution Date under the Pass Through Trust Agreement, indicating the amount allocable to each source, including, in case of the Class G-1 Certificates, any portion thereof paid by the Primary Liquidity Provider, withdrawn from the Above Cap Account or paid by the Policy Provider.

(b)    The amount of such distribution under the Pass Through Trust Agreement allocable to principal and the amount allocable to premium and Break Amount, if any.

(c)    The amount of such distribution under the Pass Through Trust Agreement allocable to interest.

(d)    The Pool Balance and the Pool Factor for such Trust.

(e)    Three-Month LIBOR rates and the resulting Stated Interest Rates for the current and immediately preceding Interest Periods, as determined by the Reference Agent. (Pass Through Trust Agreements, Section 4.03(a))

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So long as the Certificates are registered in the name of The Depository Trust Company (‘‘DTC’’) or its nominee, on the Record Date prior to each Distribution Date, the Trustee will request from DTC a securities position listing setting forth the names of all DTC Participants reflected on DTC's books as holding interests in the Certificates on such record date. On each Distribution Date, the Trustee will mail to each such DTC Participant the statement described above and will make available additional copies as requested by such DTC Participant for forwarding to Certificate Owners. (Pass Through Trust Agreements, Section 4.03 (a))

In addition, after the end of each calendar year but not later than the latest date permitted by law, the applicable Trustee will furnish to each Certificateholder of each Trust at any time during the preceding calendar year a report containing the sum of the amounts determined pursuant to clauses (a), (b), (c), (d) and (e) above with respect to the Trust for such calendar year or, in the event such Person was a Certificateholder during only a portion of such calendar year, for the applicable portion of such calendar year, and such other items as are readily available to such Trustee and which a Certificateholder shall reasonably request as necessary for the purpose of such Certificateholder's preparation of its U.S. federal income tax returns. (Pass Through Trust Agreements, Section 4.03(b)) Such report and such other items shall be prepared on the basis of information supplied to the applicable Trustee by the Certificateholders. So long as the Certificates are registered in the name of DTC or its nominee, such report shall be delivered by the Trustee to DTC Participants to be available for forwarding by such DTC Participants to Certificate Owners in the manner described above. (Pass Through Trust Agreements, Section 4.03(b)) In the case of Certificates that are issued in the form of definitive Certificates, the applicable Trustee will prepare and deliver the information described above to each Certificateholder of record of each Trust as the name and period of ownership of such Certificateholder appears on the records of the registrar of the Certificates.

Indenture Defaults and Certain Rights Upon an Indenture Default

Since the Equipment Notes issued under the Indenture will be held in the two Trusts, a continuing event of default under the Indenture (an ‘‘Indenture Default’’) would affect the Equipment Note held by each such Trust.

In the event that the same institution acts as Trustee of both Trusts, in the absence of instructions from the Certificateholders of any such Trust, such Trustee could be faced with a potential conflict of interest upon an Indenture Default. In such event, each Trustee has indicated that it would resign as Trustee of one or both such Trusts, and a successor trustee would be appointed in accordance with the terms of the applicable Pass Through Trust Agreement. Wilmington Trust Company will be the initial Trustee under each Trust.

Upon the occurrence and continuation of an Indenture Default, the Controlling Party will direct the Mortgagee in the exercise of remedies thereunder. See ‘‘DESCRIPTION OF THE EQUIPMENT NOTES — Remedies’’ for a discussion of remedies available under the Indenture. In addition, the Controlling Party may direct that all (but not less than all) of the Equipment Notes be sold to any person, subject to certain limitations. See ‘‘DESCRIPTION OF THE INTERCREDITOR AGREEMENT — Intercreditor Rights — Sale of Pledged Spare Parts, Spare Engines or Equipment Notes’’. The proceeds of such sale will be distributed pursuant to the provisions of the Intercreditor Agreement. Any such proceeds so distributed to any Trustee upon any such sale shall be deposited in the applicable Special Payments Account and shall be distributed to the Certificateholders of the applicable Trust on a Special Distribution Date. (Pass Through Trust Agreements, Section 4.02) The market for Equipment Notes at the time of the existence of an Indenture Default may be very limited and there can be no assurance as to the price at which they could be sold. If any such Equipment Notes are sold for less than their outstanding principal amount, the Class B-1 Certificateholders (and, absent payments under the Policy, possibly the Class G-1 Certificateholders) will receive a smaller amount of principal distributions than anticipated and would not have any claim for the shortfall against JetBlue, any Liquidity Provider, any Trustee or, in the case of the Class B-1 Certificateholders, the Policy Provider.

Any amount, other than Scheduled Payments received on a Regular Distribution Date or within five days thereafter, distributed to the Trustee of any Trust by the Subordination Agent on account of

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any Equipment Note or Collateral under (and as defined in) the Indenture held in such Trust following an Indenture Default will be deposited in the Special Payments Account for such Trust and will be distributed to the Certificateholders of such Trust on a Special Distribution Date. (Pass Through Trust Agreements, Section 4.02 (b))

Any funds representing payments received with respect to any defaulted Equipment Note, or the proceeds from the sale of any Collateral or Equipment Note, held by the Trustee in the Special Payments Account for such Trust will, to the extent practicable, be invested and reinvested by such Trustee in certain Permitted Investments pending the distribution of such funds on a Special Distribution Date. (Pass Through Trust Agreements, Section 4.04) Such Permitted Investments are defined as obligations of the United States or agencies or instrumentalities thereof for the payment of which the full faith and credit of the United States is pledged and which mature in not more than 60 days after the date of acquisition thereof or such lesser time as is required for the distribution of any such funds on a Special Distribution Date. (Pass Through Trust Agreements, Section 1.01)

Each Pass Through Trust Agreement provides that the applicable Trustee will, within 90 days after the occurrence of any default known to the Trustee, give to the Company, the Loan Trustees, the Policy Provider and the Certificateholders of such Trust notice, transmitted by mail, of such uncured or unwaived default with respect to such Trust known to it, provided that, except in the case of default in a payment of principal, premium, if any, Break Amount, if any, or interest on the Equipment Note held in such Trust, the applicable Trustee will be protected in withholding such notice if it in good faith determines that the withholding of such notice is in the best interests of such Certificateholders, provided that the Trustee shall notify the Policy Provider of such default in any such case. (Pass Through Trust Agreements, Section 7.02) The term '‘‘default’’ as used in this paragraph only means the occurrence of an Indenture Default, except that in determining whether such Indenture Default has occurred, any grace period or notice in connection therewith will be disregarded.

Each Pass Through Trust Agreement contains a provision entitling the applicable Trustee, subject to the duty of such Trustee during a default to act with the required standard of care, to be offered reasonable security or indemnity by the holders of the Certificates of such Trust before proceeding to exercise any right or power under such Pass Through Trust Agreement or the InterCreditor Agreement at the request of such Certificateholders. (Pass Through Trust Agreements, Section 7.03(e))

Subject to certain qualifications set forth in each Pass Through Trust Agreement and to the Intercreditor Agreement, the Certificateholders of each Trust holding Certificates evidencing fractional undivided interests aggregating not less than a majority in interest in such Trust shall have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee with respect to such Trust or pursuant to the terms of the Intercreditor Agreement, or exercising any trust or power conferred on such Trustee under such Pass Through Trust Agreement or the Intercreditor Agreement, including any right of such Trustee as Controlling Party under the Intercreditor Agreement or as holder of the Equipment Notes. (Pass Through Trust Agreements, Section 6.04)

In certain cases, the holders of the Certificates of a Trust evidencing fractional undivided interests aggregating not less than a majority in interest of such Trust may on behalf of the holders of all the Certificates of such Trust waive any past ‘‘event of default’’ under such Trust (i.e., any Indenture Default) and its consequences or, if the Trustee of such Trust is the Controlling Party, may direct the Trustee to instruct the Mortgagee to waive any past Indenture Default and its consequences, except (i) a default in the deposit of any Scheduled Payment or Special Payment or in the distribution thereof, (ii) a default in payment of the principal, premium or Break Amount, if any, or interest with respect to any of the Equipment Notes and (iii) a default in respect of any covenant or provision of the applicable Pass Through Trust Agreement that cannot be modified or amended without the consent of each Certificateholder of such Trust affected thereby. (Pass Through Trust Agreements, Section 6.05) The Indenture will provide that, with certain exceptions, the holders of the majority in aggregate unpaid principal amount of the Equipment Notes may on behalf of all such holders waive any past default or Indenture Default thereunder. Notwithstanding such provisions of the Indenture

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and Pass Through Trust Agreements, pursuant to the Intercreditor Agreement only the Controlling Party will be entitled to waive any such past default or Indenture Default.

Purchase Rights of Certificateholders

Upon the occurrence and during the continuation of a Triggering Event, with ten days' written notice to the Trustee and each Certificateholder of the same Class:

•  The Class B-1 Certificateholders will have the right to purchase all of the Class G-1 Certificates. Following any such purchase, the Class B-1 Certificateholders will have the right to surrender the applicable Policy for cancellation (thereby releasing the Policy Provider from its obligations under the Policy), to pay to the Policy Provider all outstanding Policy Provider Amounts (other than any amount referred to in clause (c) of the definition of Excess Reimbursement Obligations) and to pay to the Primary Liquidity Provider all outstanding Liquidity Obligations, and upon such surrender and payments, the Policy and the Primary Liquidity Facility will be terminated. After any such surrender and payments, the Class G-1 Certificates will no longer be entitled to the benefits of the Policy or the Primary Liquidity Facility.
•  Whether or not the Class B-1 Certificateholders have purchased or elected to purchase the Class G-1 Certificates, the Policy Provider will have the right to purchase all of the Class G-1 Certificates if it is the Controlling Party and no Policy Provider Default is continuing and 120 days have elapsed since the occurrence of any of certain specified default or bankruptcy events involving JetBlue, and such event is continuing, unless the Policy has been surrendered as described in the preceding item or the Class G-1 Certificateholders elect to surrender the Policy for cancellation thereby releasing the Policy Provider from its obligations thereunder, and to pay to the Policy Provider all outstanding Policy Provider Amounts (other than any amount referred to in clause (c) of the definition of Excess Reimbursement Obligations) and to pay to the Primary Liquidity Provider all outstanding Liquidity Obligations. The Class G-1 Certificateholders electing to surrender the Policy and make such payments may do so only upon the purchase of all Class G-1 Certificates (if any) of any Class G-1 Certificateholders that do not elect to surrender the Policy and make such payments. After any such surrender and payments, the Policy and Primary Liquidity Facility will be terminated and the Class G-1 Certificates will no longer be entitled to the benefits of the Policy or the Primary Liquidity Facility.

In each case, the purchase price of the Class G-1 Certificates will be equal to the Pool Balance of the Class G-1 Certificates plus accrued and unpaid interest thereon to the date of purchase, plus Break Amount, if any, and including any other amounts then due and payable in respect of the Class G-1 Certificates. Such purchase right may be exercised by any Certificateholder of the Class entitled to such right. In each case, if prior to the end of the ten-day notice period, any other Certificateholder of the same Class notifies the purchasing Certificateholder that the other Certificateholder wants to participate in such purchase, then such other Certificateholder may join with the purchasing Certificateholder to purchase all, but not less than all, the Certificates pro rata based on the interest in the Trust held by each Certificateholder and, if prior to the end of such ten-day period any other Certificateholder fails to notify the purchasing Certificateholder of such other Certificateholder's desire to participate in such a purchase, then such other Certificateholder shall lose its rights to purchase the Certificates. If JetBlue or any of its affiliates is a Certificateholder, it will not have the purchase rights described above. By their acceptance of the Class G-1 Certificates, each Class G-1 Certificateholder will be deemed to agree that the surrender of the Policy to the Policy Provider as contemplated in the preceding two subparagraphs will (x) constitute an acknowledgement that the Class G-1 Certificates will no longer be entitled to the benefits of the provisions of the Intercreditor Agreement that relate to the Policy and (y) without any further action by the Class G-1 Certificateholders, have the immediate effect of releasing the Policy Provider from its obligations under the Policy. (Pass Through Trust Agreements, Section 6.01(b)). The termination of the Policy shall not include the release of the obligations of the Policy Provider with respect to any payment made on the Class G-1 Certificates

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prior to such termination which becomes an Avoided Payment after such termination and the obligations of the Policy Provider shall continue with respect to such Avoided Payment as and to the extent set forth in the Policy.

‘‘Triggering Event’’ means (x) the occurrence of an Indenture Default resulting in a PTC Event of Default with respect to the Class G-1 Certificates then outstanding, (y) the acceleration of all of the outstanding Equipment Notes or (z) certain bankruptcy or insolvency events involving JetBlue.

Upon issuance of any Additional Certificates, the purchase rights of the holders of Certificates or Additional Certificates shall be as set forth in ‘‘POSSIBLE ISSUANCE OF ADDITIONAL EQUIPMENT NOTES AND ADDITIONAL CERTIFICATES — Additional Certificates — Purchase Rights of Holders of Certificates or Additional Certificates.’’

PTC Event of Default

A Pass Through Certificate Event of Default (a ‘‘PTC Event of Default’’) under each Pass Through Trust Agreement means the failure to pay:

•  The outstanding Pool Balance of the applicable Class of Certificates within ten Business Days of the Final Maturity Date (unless, in the case of the Class G-1 Certificates, the Subordination Agent shall have made a drawing under the Policy in an aggregate amount sufficient to pay such outstanding Pool Balance and shall have distributed such amount to the Class G-1 Trustee).
•  Interest due on such Class of Certificates within ten Business Days of any Distribution Date (unless, in the case of the Class G-1 Certificates, the Subordination Agent shall have made Interest Drawings, withdrawals from the Cash Collateral Account, withdrawals from the Above-Cap Account or drawings under the Policy with respect thereto in an aggregate amount sufficient to pay such interest and shall have distributed such amount to the Class G-1 Trustee). (Intercreditor Agreement, Section 1.1)

Any failure to make principal distributions with respect to a Class of Certificates on any Regular Distribution Date (other than the Final Maturity Date) will not constitute a PTC Event of Default with respect to such Certificates. A PTC Event of Default with respect to the Class G-1 Certificates resulting from an Indenture Default will constitute a Triggering Event.

Merger, Consolidation and Transfer of Assets

JetBlue will be prohibited from consolidating with or merging into any other corporation or transferring substantially all of its assets as an entirety to any other corporation unless:

•  The surviving, successor or transferee corporation shall be validly existing under the laws of the United States or any state thereof or the District of Columbia.
•  The surviving, successor or transferee corporation shall be a '‘‘citizen of the United States’’ (as defined in Title 49 of the United States Code relating to aviation (the ‘‘Transportation Code’’)) holding an air carrier operating certificate issued pursuant to Chapter 447 of Title 49, United States Code, if, and so long as, such status is a condition of entitlement to the benefits of Section 1110 of the Bankruptcy Code.
•  The surviving successor or transferee corporation shall expressly assume all of the obligations of JetBlue contained in the Pass Through Trust Agreements, the Note Purchase Agreement, the Indenture and any other operative documents.
•  JetBlue shall have delivered a certificate and an opinion or opinions of counsel indicating that such transaction, in effect, complies with such conditions.

In addition, after giving effect to such transaction, no Indenture Default shall have occurred and be continuing. (Indenture, Section 4.07)

The Pass Through Trust Agreements, the Note Purchase Agreement, the Indenture and the other operative documents will not contain any covenants or provisions that may afford the applicable

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Trustee or Certificateholders protection in the event of a highly leveraged transaction, including transactions effected by management or affiliates, which may or may not result in a change in control of JetBlue.

Modifications of the Pass Through Trust Agreements and Certain Other Agreements

Each Pass Through Trust Agreement contains provisions permitting, at the request of the Company, the execution of amendments or supplements to such Pass Through Trust Agreement or, if applicable, to the Intercreditor Agreement, the Note Purchase Agreement or, in the case of the Class G-1 Trust, the Liquidity Facilities, the Policy or the Policy Provider Agreement, without the consent of the holders of any of the Certificates of such Trust:

•  To evidence the succession of another corporation to JetBlue and the assumption by such corporation of JetBlue's obligations under such Pass Through Trust Agreement, the Note Purchase Agreement, or, in the case of the Class G-1 Trust, the Policy Provider Agreement or any Liquidity Facility.
•  To add to the covenants of JetBlue for the benefit of holders of such Certificates or to surrender any right or power conferred upon JetBlue in such Pass Through Trust Agreement, the Intercreditor Agreement, the Note Purchase Agreement or, in the case of the Class G-1 Trust, the Liquidity Facilities, the Policy or the Policy Provider Agreement.
•  (i) To correct or supplement any provision of such Pass Through Trust Agreement, the Intercreditor Agreement, the Note Purchase Agreement or, in the case of the Class G-1 Trust, the Liquidity Facilities, the Policy or the Policy Provider Agreement which may be defective or inconsistent with any other provision in such Pass Through Trust Agreement, the Intercreditor Agreement, the Note Purchase Agreement, the Liquidity Facilities, the Policy or the Policy Provider Agreement, as applicable, or to cure any ambiguity or to modify any other provision with respect to matters or questions arising under such Pass Through Trust Agreement, the Intercreditor Agreement, the Note Purchase Agreement, the Liquidity Facilities, the Policy or the Policy Provider Agreement, provided that such action shall not materially adversely affect the interests of the holders of such Certificates; or (ii), as provided in the Intercreditor Agreement, to give effect to or provide for a Replacement Facility (provided that, in the case of the preceding clauses (i) and (ii), the Policy Provider shall have consented to such correction, amendment or supplement).
•  To comply with any requirements of the Commission, any applicable law, rule or regulation of any exchange or quotation system on which the Certificates are listed, or of any regulatory body.
•  To modify, eliminate or add to the provisions of such Pass Through Trust Agreement, to such extent as shall be necessary to continue the qualification of such Pass Through Trust Agreement (including any supplemental agreement) under the Trust Indenture Act of 1939, as amended (the ‘‘Trust Indenture Act’’), or any similar federal statute enacted after the execution of such Pass Through Trust Agreement, and to add to such Pass Through Trust Agreement, such other provisions as may be expressly permitted by the Trust Indenture Act.
•  To evidence and provide for the acceptance of appointment under such Pass Through Trust Agreement, the Intercreditor Agreement, the Note Purchase Agreement or, in the case of the Class G-1 Trust, the Liquidity Facilities, the Policy or the Policy Provider Agreement by a successor Trustee and to add to or change any of the provisions of such Pass Through Trust Agreement, the Intercreditor Agreement, the Note Purchase Agreement or, in the case of the Class G-1 Trust, the Liquidity Facilities, the Policy or the Policy Provider Agreement as shall be necessary to provide for or facilitate the administration of the Trusts under the Pass Through Trust Agreements by more than one Trustee.

In each case, such modification or supplement may not adversely affect the status of the Trust as a grantor trust under Subpart E, Part I of Subchapter J of Chapter 1 of Subtitle A of the Internal Revenue Code of 1986, as amended (the ‘‘Code’’), for U.S. federal income tax purposes. (Pass Through Trust Agreements, Section 9.01)

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Each Pass Through Trust Agreement also contains provisions permitting the execution, with the consent of the holders of the Certificates of the related Trust evidencing fractional undivided interests aggregating not less than a majority in interest of such Trust and the Policy Provider, of amendments or supplements adding any provisions to or changing or eliminating any of the provisions of such Pass Through Trust Agreement, the Intercreditor Agreement, the Note Purchase Agreement or, in the case of the Class G-1 Trust, the Liquidity Facilities, the Policy or the Policy Provider Agreement to the extent applicable to such Certificateholders or of modifying the rights and obligations of such Certificateholders under such Pass Through Trust Agreement, the Intercreditor Agreement, the Note Purchase Agreement or, in the case of the Class G-1 Trust, the Liquidity Facilities, the Policy or the Policy Provider Agreement. No such amendment or supplement may, without the consent of the holder of each Certificate so affected thereby and the Policy Provider:

•  Reduce in any manner the amount of, or delay the timing of, any receipt by the Trustee of payments with respect to the Equipment Note held in such Trust or distributions in respect of any Certificate related to such Trust or, in the case of the Class G-1 Trust, with respect to payments on any Liquidity Facility or the Policy, or change the date or place of any payment in respect of any Certificate, or make distributions payable in coin or currency other than that provided for in such Certificates, or impair the right of any Certificateholder of such Trust to institute suit for the enforcement of any such payment when due.
•  Permit the disposition of any Equipment Note held in such Trust, except as provided in such Pass Through Trust Agreement, or otherwise deprive such Certificateholder of the benefit of the ownership of the applicable Equipment Note.
•  Alter the priority of distributions specified in the Intercreditor Agreement in a manner materially adverse to such Certificateholders.
•  Reduce the percentage of the aggregate fractional undivided interests of the Trust provided for in such Pass Through Trust Agreement, the consent of the holders of which is required for any such supplemental trust agreement or for any waiver provided for in such Pass Through Trust Agreement.
•  Modify any of the provisions relating to the rights of the Certificateholders in respect of such amendments or supplements or the waiver of events of default or receipt of payment, except to increase any such percentage or to provide that certain other provisions of such Pass Through Trust Agreement cannot be modified or waived without the consent of the Certificateholder of each Certificate affected thereby.
•  In the case of the Class G-1 Trust, terminate or modify the Policy.
•  Adversely affect the status of any Trust as a grantor trust under Subpart E. Part 1 of Subchapter J of Chapter 1 of Subtitle A of the Code for U.S. federal income tax purposes. (Pass Through Trust Agreements, Section 9.01)

In the event that a Trustee, as holder (or beneficial owner through the Subordination Agent) of any Equipment Note in trust for the benefit of the Certificateholders of the relevant Trust or as Controlling Party under the Intercreditor Agreement, receives (directly or indirectly through the Subordination Agent) a request for a consent to any amendment, modification, waiver or supplement under the Note Purchase Agreement, the Indenture, any Equipment Note or any other related document, such Trustee shall forthwith send a notice of such proposed amendment, modification, waiver or supplement to each Certificateholder of the relevant Trust as of the date of such notice. Such Trustee shall request from the Certificateholders a direction as to:

•  Whether or not to take or refrain from taking (or direct the Subordination Agent to take or refrain from taking) any action which a holder of such Equipment Note or the Controlling Party has the option to direct.
•  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 such Equipment Note or as Controlling Party.

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•  How to vote (or direct the Subordination Agent to vote) any Equipment Note if a vote has been called for with respect thereto.

Provided such a request for Certificateholder direction shall have been made, in directing any action or casting any vote or giving any consent as the holder of any Equipment Note (or in directing the Subordination Agent in any of the foregoing):

•  Other than as Controlling Party, such Trustee shall vote for or give consent to any such action with respect to such Equipment Note in the same proportion as that of (x) the aggregate face amount of all Certificates actually voted in favor of or for giving consent to such action by such direction of Certificateholders to (y) the aggregate face amount of all outstanding Certificates of the relevant Trust.
•  As the Controlling Party, such Trustee shall vote as directed in such Certificateholder direction by the Certificateholders evidencing fractional undivided interests aggregating not less than a majority in interest in the relevant Trust.

For purposes of the immediately preceding paragraph, a Certificate shall have been ‘‘actually voted’’ if the Certificateholder has delivered to the applicable Trustee an instrument evidencing such Certificateholder's consent to such direction prior to one Business Day before such Trustee directs such action or casts such vote or gives such consent.

Notwithstanding the foregoing, but subject to certain rights of the Certificateholders under the relevant Pass Through Trust Agreement and subject to the Intercreditor Agreement, a Trustee may, in its own discretion and at its own direction, consent and notify the Mortgagee of such consent (or direct the Subordination Agent to consent and notify the Mortgagee of such consent) to any amendment, modification, waiver or supplement under the Note Purchase Agreement, the Indenture, any relevant Equipment Note or any other related document, if an Indenture Default shall have occurred and be continuing, or if such amendment, modification, waiver or supplement will not materially adversely affect the interests of the Certificateholders. (Pass Through Trust Agreements, Section 9.01)

Termination of the Trusts

The obligations of JetBlue and the applicable Trustee with respect to a Trust will terminate upon the distribution to Certificateholders of such Trust of all amounts required to be distributed to them pursuant to the applicable Pass Through Trust Agreement and the disposition of all property held in such Trust. The applicable Trustee will send to each Certificateholder of such Trust notice of the termination of such Trust, the amount of the proposed final payment and the proposed date for the distribution of such final payment for such Trust. The final distribution to any Certificateholder of such Trust will be made only upon surrender of such Certificateholder's Certificates at the office or agency of the applicable Trustee specified in such notice of termination. (Pass Through Trust Agreements, Section 11.01)

Governing Law

The Pass Through Trust Agreements and the Certificates will be governed by the laws of the State of New York. (Pass Through Trust Agreements, Section 12.04)

The Trustees

The Trustee for each Trust will be Wilmington Trust Company. The Trustees' address is Wilmington Trust Company, Rodney Square North, 1100 North Market Street, Wilmington, Delaware 19890-0001. Attention: Corporate Trust Administration.

Delivery and Form

Book Entry for the Certificates

Upon issuance, the Certificates will be represented by one or more fully registered global certificates. Each global certificate will be deposited with, or on behalf of, DTC and registered in the

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name of Cede & Co. (‘‘Cede’’), the nominee of DTC. DTC was created to hold securities for its participants (‘‘DTC Participants’’) and facilitate the clearance and settlement of securities transactions between DTC Participants through electronic book-entry changes in accounts of the DTC Participants, thereby eliminating the need for physical movement of certificates. DTC Participants include securities brokers and dealers, banks, trust companies and clearing corporations and certain other organizations. Indirect access to the DTC system is available to others such as banks, brokers, dealers and trust companies that clear through or maintain a custodial relationship with a participant, either directly or indirectly (‘‘Indirect DTC Participants’’). Interests in a global certificate may also be held through the Euroclear System and Clearstream, Luxembourg.

So long as such book-entry procedures are applicable, no person acquiring an interest in the Class G-1 Certificates (‘‘Class G-1 Certificate Owner’’) or the Class B-1 Certificates (‘‘Class B-1 Certificate Owner’’; and a Class G-1 Certificate Owner or a Class B-1 Certificate Owner being a ‘‘Certificate Owner’’) will be entitled to receive a certificate representing such person's interest in such Certificates. Unless and until definitive Certificates are issued under the limited circumstances described below under ‘‘— Physical Certificates’’, all references to actions by Certificateholders shall refer to actions taken by DTC upon instructions from DTC Participants, and all references herein to distributions, notices, reports and statements to Certificateholders shall refer, as the case may be, to distributions, notices, reports and statements to DTC or Cede, as the registered holder of such Certificates, or to DTC Participants for distribution to Certificate Owners in accordance with DTC procedures.

DTC is a limited purpose trust company organized under the laws of the State of New York, a member of the Federal Reserve System, a ‘‘clearing corporation’’ within the meaning of the New York Uniform Commercial Code and ‘‘clearing agency’’ registered pursuant to Section 17A of the Securities Exchange Act of 1934.

Under the New York Uniform Commercial Code, a ‘‘clearing corporation’’ is defined as:

•  a person that is registered as a ‘‘clearing agency’’ under the federal securities laws;
•  a federal reserve bank; or
•  any other person that provides clearance or settlement services with respect to financial assets that would require it to register as a clearing agency under the federal securities laws but for an exclusion or exemption from the registration requirement, if its activities as a clearing corporation, including promulgation of rules, are subject to regulation by a federal or state governmental authority.

A ‘‘clearing agency’’ is an organization established for the execution of trades by transferring funds, assigning deliveries and guaranteeing the performance of the obligations of parties to trades.

Under the rules, regulations and procedures creating and affecting DTC and its operations, DTC is required to make book-entry transfers of the Certificates among DTC Participants on whose behalf it acts with respect to the Certificates and to receive and transmit distributions of principal, premium, if any, and interest with respect to the Certificates. DTC Participants and Indirect DTC Participants with which Certificate Owners have accounts similarly are required to make book-entry transfers and receive and transmit the payments on behalf of their respective customers. Certificate Owners that are not DTC Participants or Indirect DTC Participants but desire to purchase, sell or otherwise transfer ownership of, or other interests in, the Certificates may do so only through DTC Participants and Indirect DTC Participants. In addition, Certificate Owners will receive all distributions of principal, premium, if any, and interest from the related Trustee through DTC Participants or Indirect DTC Participants, as the case may be.

Under a book-entry format, Certificate Owners may experience some delay in their receipt of payments, because payments with respect to the Certificates will be forwarded by the related Trustee to Cede, as nominee for DTC. DTC will forward payments in same-day funds to each DTC Participant who is credited with ownership of the Certificates in an amount proportionate to the principal amount of that DTC Participant's holdings of beneficial interests in the Certificates, as shown on the records of DTC or its nominee. Each such DTC Participant will forward payments to its

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Indirect DTC Participants in accordance with standing instructions and customary industry practices. DTC Participants and Indirect DTC Participants will be responsible for forwarding distributions to Certificate Owners for whom they act. Accordingly, although Certificate Owners will not possess physical Certificates, DTC's rules provide a mechanism by which Certificate Owners will receive payments on the Certificates and will be able to transfer their interests.

Unless and until physical Certificates are issued under the limited circumstances described under ‘‘— Physical Certificates’’ below, the only physical Certificateholder will be Cede, as nominee of DTC. Related Certificate Owners will not be recognized by the related Trustee as registered owners of the Certificates under the applicable Pass Through Trust Agreement. Certificate Owners will be permitted to exercise their rights under the applicable Pass Through Trust Agreement only indirectly through DTC. DTC will take any action permitted to be taken by a Certificateholder under the applicable Pass Through Trust Agreement only at the direction of one or more DTC Participants to whose accounts with DTC the Certificates are credited. In the event any action requires approval by Certificateholders of a certain percentage of the beneficial interests in the related Trust, DTC will take action only at the direction of and on behalf of DTC Participants whose holdings include undivided interests that satisfy the required percentage. DTC may take conflicting actions with respect to other undivided interests to the extent that the actions are taken on behalf of DTC Participants whose holdings include those undivided interests. DTC will convey notices and other communications to DTC Participants, and DTC Participants will convey notices and other communications to Indirect DTC Participants in accordance with arrangements among them. Arrangements among DTC and its direct and indirect participants are subject to any statutory or regulatory requirements as may be in effect from time to time. DTC's rules applicable to itself and DTC Participants are on file with the Commission.

A Certificate Owner's ability to pledge its Certificates to persons or entities that do not participate in the DTC system, or otherwise to act with respect to its Certificates, may be limited due to the lack of a physical Certificate to evidence ownership of the Certificates, and because DTC can only act on behalf of DTC Participants, who in turn act on behalf of Indirect DTC Participants.

Neither JetBlue nor the Trustees will have any liability for any aspect of the records relating to or payments made on account of beneficial ownership interests in the Certificates held by Cede, as nominee for DTC, for maintaining, supervising or reviewing any records relating to the beneficial ownership interests or for the performance by DTC, any DTC Participants or any Indirect DTC Participants of their respective obligations under the rules and procedures governing their obligations.

As long as the Certificates are registered in the name of DTC or its nominee, JetBlue will make all payments to the Mortgagee under the Indenture in immediately available funds. The Trustee will pass through to DTC in immediately available funds all payments received from JetBlue, including the final distribution of principal with respect to the Certificates.

Any Certificates registered in the name of DTC or its nominee will trade in DTC's Same-Day Funds Settlement System until maturity. DTC will require secondary market trading activity in the Certificates to settle in immediately available funds. DTC cannot give any assurance as to the effect, if any, of settlement in same-day funds on trading activity in the Certificates.

Physical Certificates will be issued in paper form to Certificateholders or their nominees, rather than to DTC or its nominee, only if:

•  JetBlue advises the Trustees in writing that DTC is no longer willing or able to discharge properly its responsibilities as depository with respect to the Certificates and JetBlue is unable to locate a qualified successor;
•  JetBlue elects to terminate the book-entry system through DTC; or
•  after the occurrence of a PTC Event of Default, Certificate Owners owning at least a majority in interest in the related Trust advise the related Trustee, JetBlue and DTC through DTC Participants that the continuation of a book-entry system through DTC or a successor to DTC is no longer in the Certificate Owners' best interest.

Upon the occurrence of any of the events described in the three subparagraphs above, the applicable Trustee will notify all related Certificate Owners through DTC Participants of the

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availability of physical Certificates. Upon surrender by DTC of the global certificates and receipt of instructions for re-registration, the applicable Trustee will reissue the related Certificates as physical Certificates to Certificate Owners.