Exhibit 4.18 THIS EQUIPMENT NOTE HAS NOT BEEN REGISTERED PURSUANT TO THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR PURSUANT TO THE SECURITIES LAWS OF ANY STATE. ACCORDINGLY, THIS EQUIPMENT NOTE MAY NOT BE SOLD UNLESS EITHER REGISTERED UNDER THE ACT AND SUCH APPLICABLE STATE LAWS OR AN EXEMPTION FROM SUCH REGISTRATIONS IS AVAILABLE. JETBLUE AIRWAYS CORPORATION SERIES B-1 EQUIPMENT NOTE DUE JANUARY 2, 2014 No. ____ Date: November 14, 2006 MATURITY DATE January 2, 2014 JETBLUE AIRWAYS CORPORATION, a Delaware corporation ("OWNER"), hereby promises to pay to Wilmington Trust Company, not in its individual capacity but soley as pass through trustee under that certain Pass Through Trust Agreement (Spare Parts) dated as of the date hereof in respect of the JetBlue Airways (Spare Parts) B-1 Pass Through Trust, or the registered assignee thereof, the principal sum of $49,418,000 (the "ORIGINAL AMOUNT"), together with interest on the amount of the Original Amount remaining unpaid from time to time from the date hereof until paid in full at a rate per annum for each Interest Period equal to the Debt Rate applicable for this Series for such Interest Period (calculated on the basis of a year of 360 days and actual days elapsed during the period for which such amount accrues). The Original Amount of this Equipment Note shall be paid in full on January 2, 2014 (the "MATURITY DATE"). Accrued but unpaid interest shall be due and payable in quarterly installments commencing on January 2nd, 2007 and thereafter on April 2nd, July 2nd, October 2nd and January 2nd, of each year, to and including the Maturity Date. Interest shall be payable with respect to the first but not the last day of each Interest Period. Notwithstanding the foregoing, the final payment made on this Equipment Note shall be in an amount sufficient to discharge in full the unpaid Original Amount and all accrued and unpaid interest on, and any other amounts due under, this Equipment Note. Notwithstanding anything to the contrary contained herein, if any date on which a payment under this Equipment Note becomes due and payable is not a Business Day, then such payment shall not be made on such scheduled date but shall be made on the next succeeding Business Day, and such extension of time shall be included in the computation of interest payable. For purposes hereof, the term "Trust Indenture" means the Trust Indenture and Mortgage, dated as of November 14, 2006, between the Owner and Wilmington Trust Company (the "MORTGAGEE"), as the same may be amended or supplemented from time to time. All other capitalized terms used in this Equipment Note and not defined herein shall have the respective meanings assigned in the Trust Indenture. This Equipment Note shall bear interest, payable on demand, at the Payment Due Rate applicable for this Series (calculated on the basis of a year of 360 days and actual days elapsed during the period for which such amount accrues) on any overdue payment of all or a portion of the Original Amount and (to the extent permitted by applicable Law) any overdue interest and any other amounts payable hereunder which are overdue, in each case for the period the same is overdue. Amounts shall be overdue if not paid when due (whether at stated maturity, by acceleration or otherwise). This Equipment Note is subject to redemption as provided herein in Section 2.11 and Section 2.12 of the Trust Indenture but not otherwise. In addition, this Equipment Note may be accelerated as provided in Section 5.02 of the Trust Indenture, and the holder by acceptance of this Note agrees to be bound by said provisions. There shall be maintained an Equipment Note Register for the purpose of registering transfers and exchanges of Equipment Notes of each Series at the Corporate Trust Office of the Mortgagee or at the office of any successor in the manner provided in Section 2.07 of the Trust Indenture. The Original Amount and interest and other amounts due hereunder shall be payable in Dollars in immediately available funds at the Corporate Trust Office of the Mortgagee, or as otherwise provided in the Trust Indenture. Each such payment shall be made on the date such payment is due and without any presentment or surrender of this Equipment Note, except that in the case of any final payment with respect to this Equipment Note, the Equipment Note shall be surrendered promptly thereafter to the Mortgagee for cancellation. The Mortgagee shall remit such amounts received by it to the holder hereof as set forth in the Trust Indenture. The holder hereof, by its acceptance of this Equipment Note, agrees to the provisions of the Trust Indenture, the Collateral Maintenance Agreement and the Intercreditor Agreement (including, without limitation, those provisions pertaining to the issuance of Additional Equipment Notes ratably secured by the Collateral and which may be of the same Series ranking on parity with this Equipment Note). Without limiting the generality of the foregoing, the holder hereof agrees that, except as provided in the Trust Indenture, each payment of all or a portion of the Original Amount, interest, Break Amount, if any, and Premium, if any, received by it hereunder shall be applied, first, to the payment of Break Amount, if any, with respect to this Equipment Note, second, to the payment of accrued interest on this Equipment Note (as well as any interest on any overdue payment of all or a portion of the Original Amount, any overdue Break Amount and Premium, if any, or, to the extent permitted by Law, any overdue interest and other amounts hereunder) to the date of such payment, third, to the payment of all or the portion of the Original Amount of this Equipment Note then due, fourth, to the payment of Premium, if any, and any other amount due hereunder or under the Trust Indenture, and fifth, the balance, if any, remaining thereafter, to the payment of the Original Amount of this Equipment Note remaining unpaid. This Equipment Note is one of the Equipment Notes referred to in the Trust Indenture which have been or are to be issued by the Owner pursuant to the terms of the Trust Indenture. The Collateral is held by the Mortgagee as security, in part, for the Equipment Notes of all Series issued under the Trust Indenture. The provisions of this Equipment Note are subject to the Trust Indenture. Reference is hereby made to the Trust Indenture for a complete statement of the rights and obligations of the holder of, and the nature and extent of the security for, this Equipment Note and the rights and obligations of the holders of, and the nature and extent of the security for, any other Equipment Notes executed and delivered under the Trust Indenture, as well as for a statement of the terms and conditions of the Trust created by the Trust Indenture, to all of which terms and conditions in the Trust Indenture each holder hereof agrees by its acceptance of this Equipment Note. As provided in the Trust Indenture and subject to certain limitations therein set forth, this Equipment Note is exchangeable for a like aggregate Original Amount of Equipment Notes of the same Series of different authorized denominations, as requested by the holder surrendering the same. Prior to due presentment for registration of transfer of this Equipment Note, the Owner and the Mortgagee shall treat the person in whose name this Equipment Note is registered as the owner hereof for all purposes, whether or not this Equipment Note be overdue, and neither the Owner nor the Mortgagee shall be affected by notice to the contrary. In no event shall the Debt Rate (including any other relevant amount) hereon at any time exceed the maximum rate of interest permitted under applicable law. The indebtedness evidenced by this Equipment Note is, to the extent and in the manner provided in the Trust Indenture, subordinate and subject in right of payment to the prior payment in full of the Secured Obligations (as defined in the Trust Indenture) in respect of all Senior Equipment Notes at any time issued, and certain other Secured Obligations and this Equipment Note is issued subject to such provisions. The Note Holder of this Equipment Note, by accepting the same, (a) agrees to and shall be bound by such provisions, (b) authorizes and directs the Mortgagee on his behalf to take such action as may be necessary or appropriate to effectuate the subordination as provided in the Trust Indenture and (c) appoints the Mortgagee his attorney-in-fact for such purpose. Unless the certificate of authentication hereon has been executed by or on behalf of the Mortgagee by manual signature, this Equipment Note shall not be entitled to any benefit under the Trust Indenture or be valid or obligatory for any purpose. THIS EQUIPMENT NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. * * * IN WITNESS WHEREOF, the Owner has caused this Equipment Note to be executed in its corporate name by its officer thereunto duly authorized on the date hereof. JETBLUE AIRWAYS CORPORATION By:_____________________________________ Name: Title: MORTGAGEE'S CERTIFICATE OF AUTHENTICATION This is one of the Equipment Notes, referred to in the within-mentioned Trust Indenture. WILMINGTON TRUST COMPANY, as Mortgagee By:___________________________________ Name: Title:
Jetblue Airways (JBLU) 8-KEntry into a Material Definitive Agreement
Filed: 14 Nov 06, 12:00am