Exhibit 10.2 SLOT AND GATE SECURITY AGREEMENT Between JETBLUE AIRWAYS CORPORATION, as Grantor, and CITIBANK, N.A., as Administrative Agent __________________________________ Dated as of April 23, 2013 __________________________________

Schedule I – Pledged Slots

Schedule II – Excluded Slots

SLOT AND GATE SECURITY AGREEMENT, dated as of April 23, 2013 (as amended, modified or supplemented from time to time, the “Agreement”), between JETBLUE AIRWAYS CORPORATION, a Delaware corporation (together with its permitted successors and assigns, the “Grantor”) and CITIBANK, N.A., as Administrative Agent (together with its successors and permitted assigns, the “Administrative Agent”), for the benefit of the Secured Parties. Except as otherwise defined herein, terms used herein and defined in the Credit Agreement shall be used herein as therein defined.

WHEREAS, the Grantor and the Administrative Agent are parties to (i) that certain Credit and Guaranty Agreement dated as of April 23, 2013 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), by and among the Grantor, as Borrower, the subsidiaries of the Grantor party thereto, as guarantors, the Lenders party thereto, and the Administrative Agent; and

WHEREAS, pursuant to the Credit Agreement, the Grantor has agreed to grant a continuing Lien on the Collateral (as defined below) to secure the Obligations;

NOW, THEREFORE, in consideration of the premises, the mutual agreements set forth herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties to this Agreement hereby agree as follows:

Section 1.Pledge. The Grantor hereby pledges to the Administrative Agent and grants to the Administrative Agent for the benefit of the Secured Parties a security interest in all of the following (the “Collateral”), to secure all of the Obligations:

(i)    all of the right, title and interest of the Grantor in, to and under the Pledged Slots, the Pledged Historical Rights and the Pledged Gate Leaseholds from time to time; and

(ii)    all of the right, title and interest of the Grantor in, to and under all Proceeds of any and all of the foregoing (including, without limitation, all Proceeds (of any kind) received or to be received by the Grantor upon the transfer or other such disposition of such Collateral notwithstanding whether the pledge and grant of the security interest in such Collateral is legally effective under applicable law);

provided, however, that notwithstanding any other provision of this Agreement, (1) if a Transfer Restriction would be applicable to the creation of a security interest in any asset described in clause (i) of the first sentence of this Section 1 (other than any FAA Slot or Pledged Historical Rights), such asset shall not be subject to the security interest created by this Agreement and shall not be treated as Collateral for purposes hereof and (2) if any Transfer Restriction applies to the transfer or assignment of (but not the creation of a security interest in) any of the right, title or interest referred to in clause (i) of the first sentence of this Section 1, any provision of this Agreement permitting the Administrative Agent to cause the Grantor to transfer or assign to it or any other person any of the Grantor’s right, title or interest in any such Collateral (and any right the Administrative Agent may have under applicable law to do so by virtue of the security interest granted to it under this Agreement) shall be subject to such Transfer Restriction; provided, however, that following an Event of Default, at the direction of the Administrative Agent, the Grantor shall use commercially reasonable efforts to obtain any and all approvals and consents required for the transfer of any Collateral subject to a Transfer Restriction referred to in clause (2) of the preceding proviso. As used herein, “Transfer Restriction” means any restriction or consent requirement relating to the transfer or assignment by the Grantor of, or the grant by the Grantor of a security interest in, any right, title or interest in any type of property or any claim, right or benefit arising thereunder or resulting therefrom, if an attempted transfer or assignment thereof (or the grant of a security interest therein) without the consent of any third party would (i) constitute a violation of the terms under which the Grantor was granted such right, title or interest (or the Grantor’s interest in any agreement or license related thereto), (ii) entitle any Governmental Authority or third party to terminate or suspend any such right, title or interest (or the Grantor’s interest in any agreement or license related thereto), or (iii) violate any applicable law, rule or regulation, except, in any case, to the extent such “Transfer Restriction” shall be rendered ineffective (both to the extent that it (x) prohibits, restricts or requires consent and (y) gives rise to a default, breach, right of recoupment, claim, defense, termination, right of termination or remedy) by virtue of any applicable law, including Sections 9-406, 9-407, 9-408 or 9-409 of the UCC as in effect, from time to time, in the State of New York, to the extent applicable (or any corresponding sections of the UCC in a jurisdiction other than the State of New York to the extent applicable). It is the intent of the parties hereto that the Administrative Agent shall have a perfected and first-priority Lien (subject only to Liens permitted by the Loan Documents) on the Pledged Slots and Pledged Historical Rights and that the Administrative Agent shall be entitled to all the rights, priorities and benefits afforded by the UCC as enacted in any relevant jurisdiction to perfected security interests therein.

Section 2.    Security for Obligations. This Agreement secures, and the Collateral is collateral security for, the Obligations.

Section 3.    No Release. Nothing set forth in this Agreement shall relieve the Grantor from the performance of any term, covenant, condition or agreement on the Grantor’s part to be performed or observed under or in respect of any of the Collateral or from any liability to any Person under or in respect of any of the Collateral or impose any obligation on the Administrative Agent or any Secured Party to perform or observe any such term, covenant, condition or agreement on the Grantor’s part to be so performed or observed or impose any liability on the Administrative Agent or any Secured Party for any act or omission on the part of the Grantor relating thereto or for any breach of any representation or warranty on the part of the Grantor contained in this Agreement, or in respect of the Collateral or made in connection herewith or therewith. This Section 3 shall survive the termination of this Agreement and the discharge of the Grantor’s other obligations hereunder and under the Loan Documents.

Section 4.    Representations, Warranties and Covenants. (a) The Grantor represents and warrants as follows:

(i)    All filings necessary or reasonably requested by the Administrative Agent to create, preserve, protect and perfect the security interests granted by the Grantor to the Administrative Agent for the benefit of the Secured Parties in respect of the Collateral have been accomplished by the Grantor to the extent that such security interests can be perfected by filings under the UCC. The security interests granted to the Administrative Agent for the benefit of the Secured Parties pursuant to this Agreement in and to the Collateral constitute and hereafter at all times shall constitute a perfected security interest therein superior and prior to the rights of all other Persons therein, subject, in the case of priority only, only to Permitted Liens, to the extent such perfection and priority can be obtained by filings under the UCC, and the Administrative Agent is entitled with respect to such perfected security interest to all the rights, priorities and benefits afforded by the UCC as enacted in any relevant jurisdiction to perfected security interests.

(ii)    There are no filings, registrations or recordings necessary to create, preserve, protect or perfect the security interests granted by the Grantor to the Administrative Agent for the benefit of the Secured Parties in respect of the Collateral under Title 49.

(iii)    The Grantor is, and as to Collateral acquired by it from time to time after the date hereof the Grantor will be, the holder of all Collateral free from any Lien except for (1) the Lien and security interest created by this Agreement and (2) Liens permitted by the Loan Documents.

(iv)    Except for filings in respect of Liens which have been satisfied and filings in respect of Liens that are permitted under the Loan Documents, the Grantor has not filed or consented to the filing of any financing statement or analogous document under the UCC or any other applicable laws covering its Collateral, which financing statement or analogous document, assignment, security agreement or similar instrument is still in effect.

(v)    The chief executive office of the Grantor as of the date of this Agreement is located at 27-01 Queens Plaza North, Long Island City, New York 11101.

(vi)    Set forth on Schedule I is a true, correct and complete list of the Grantor’s FAA Slots at LaGuardia Airport, Ronald Reagan Washington National Airport, Newark Liberty International Airport and John F. Kennedy International Airport that are included in the Collateral as Pledged Slots as of the Closing Date. The Grantor holds the Pledged Slots pursuant to authority granted by the applicable Governmental Authorities, and there exists no material violation of the terms, conditions or limitations of any rule, regulation or order of the applicable Governmental Authorities regarding such Pledged Slots or any provisions of law applicable to such Pledged Slots that gives any applicable Governmental Authority the right to terminate, cancel, withdraw or modify the rights of the Grantor in any such Pledged Slots.

(vii)    The Grantor holds its Pledged Gate Leaseholds pursuant to authority granted by the applicable Airport Authority and there exists no material violation of the regulations, terms, conditions or limitations of the relevant Airport Authority applicable to any Pledged Gate Leasehold or any provision of law applicable to the Pledged Gate Leasehold that gives any applicable Airport Authority the right to terminate, cancel, withdraw or modify the rights of the Grantor in any such Pledged Gate Leasehold.

(viii)    The Grantor is an “air carrier” within the meaning of Section 40102 of Title 49 and holds a certificate under Section 41102 of Title 49. The Grantor holds an air carrier operating certificate issued pursuant to Chapter 447 of Title 49. The Grantor is a “citizen of the United States” as defined in Section 40102(a)(15) of Title 49 and as that statutory provision has been interpreted by the DOT pursuant to its policies (a “United States Citizen”). The Grantor possesses all necessary certificates, franchises, licenses, permits, rights, designations, authorizations, exemptions, concessions, frequencies and consents of any Governmental Authority which relate to the operation of the routes flown by it and the conduct of its business and operations as currently conducted except where failure to so possess would not, in the aggregate, have a Material Adverse Effect.

(ix)    The Grantor has full corporate power and authority and legal right to pledge all of the Collateral pursuant to this Agreement.

(x)    Except for matters that would not reasonably be expected to result in a Material Adverse Effect, no consent of any other party (including, without limitation, stockholders or creditors of the Grantor), and no consent, authorization, approval, or other action by, and (except in connection with the perfection of the Lien created hereby) no notice to or filing with, any Governmental Authority or other Person is required either (x) for the pledge by the Grantor of the Collateral pursuant to this Agreement or for the execution, delivery or performance of this Agreement or (y) for the exercise by the Administrative Agent of the rights provided for in this Agreement or the remedies in respect of the Collateral pursuant to this Agreement (except for matters relating to judicial proceedings); provided, however, that (A) the Pledged Slots (other than certain Pledged Slots at Ronald Reagan Washington National Airport) may not be transferred (other than the lease or trade of, or the grant or pledge of a security interest in, such Pledged Slots) and (B) the transfer of Pledged Gate Leaseholds may be subject to the foregoing actions by Governmental Authorities or Airport Authorities, aviation authorities, air carriers or other lessors.

(xi)    This Agreement is made with full recourse to the Grantor and pursuant to and upon all the warranties, representations, covenants and agreements on the part of the Grantor contained herein.

(b)    The Grantor covenants and agrees with the Administrative Agent that from and after the date of this Agreement and until the Security Agreement Termination Date as follows:

(i)    The Grantor shall use commercially reasonable efforts to defend the Collateral against any and all claims and demands of all Persons at any time claiming any interest therein adverse to the Administrative Agent or any Secured Party (other than Permitted Liens).

(i)    The Grantor shall not execute or authorize to be filed in any public office any financing statement (or similar statement or instrument of registration under the law of any jurisdiction) relating to the Collateral, except financing statements (or similar statements or instruments of registration under the law of any jurisdiction) filed or to be filed in respect of and covering the security interests granted hereby by the Grantor and except with respect to Permitted Liens.

(ii)    The Grantor shall give to the Administrative Agent timely written notice (but in any event not later than 30 days prior to the expiration of the period of time specified under applicable law to prevent lapse of perfection) of any (a) change in its jurisdiction of incorporation, or (b) change in its name, identity or corporate or other organizational structure to such an extent that any UCC financing statement filed by the Administrative Agent in connection with this Agreement would become misleading; and the Grantor shall, in each case, provide such other information in connection therewith as the Administrative Agent may reasonably request and shall take all action reasonably satisfactory to the Administrative Agent to maintain the perfection and priority of the security interest of the Administrative Agent on behalf of the Secured Parties in the Collateral intended to be granted hereby.

Section 5.    Supplements, Further Assurances. The Grantor agrees that at any time and from time to time, at the reasonable expense of the Grantor, the Grantor will promptly execute, acknowledge and deliver all further security documents, instruments, certificates, notices and other documents, and take all further action that the Administrative Agent may reasonably request in order to create, perfect, protect, assure and enforce any security interest granted or purported to be granted or intended to be granted hereby under the laws of the United States or any state thereof or, after the occurrence and during the continuance of an Event of Default, to enable the Administrative Agent to exercise and enforce its rights and remedies hereunder or under the Loan Documents to which it is a party with respect to any Collateral.

Section 6.    Provisions Concerning Collateral.

(i)    Financing Statements. The Grantor hereby authorizes the Administrative Agent, at any time and from time to time, to file or record such financing statements which reasonably describe the Collateral and amendments thereto, in the form provided to it by the Grantor, as may from time to time be required or necessary to grant, continue and maintain a valid, enforceable, first priority security interest (subject only to Liens permitted by the Loan Documents) in the Collateral as provided herein (to the extent such perfection and priority can be obtained by filing a UCC financing statement), all in accordance with the UCC as enacted in any and all relevant jurisdictions or any other relevant law of the United States or any state thereof. The Grantor shall pay any applicable filing fees and other reasonable out-of-pocket expenses related to the filing of such financing statements and amendments thereto. The Administrative Agent hereby authorizes the Grantor to file (i) financing statements and amendments to financing statements filed on the date hereof in each case adding Collateral and (ii) continuation statements of any financing statement naming the Administrative Agent, as secured party, and the Grantor, as debtor, in each case filed pursuant to the terms of this Agreement and the other Loan Documents. For the avoidance of doubt, the Administrative Agent shall not be responsible for the filing of any continuation statements of any financing statements referred to herein.

(ii)    Compliance with Laws and Regulations. Except for matters that would not reasonably be expected to result in a Collateral Material Adverse Effect, the Grantor shall comply with all laws, ordinances, orders, rules, regulations, and requirements of all federal, state, municipal or other governmental or quasi-governmental authorities or bodies, then applicable to the Collateral (or any part thereof) and/or the use thereof by the Grantor, of every nature and kind (the “Requirements”) whether or not such Requirements shall now exist or shall hereafter be enacted or promulgated and whether or not the same may be said to be within the present contemplation of the parties hereto. Notwithstanding the foregoing, if the Grantor in good faith contests a Requirement, it shall not be obligated to comply with such Requirement to the extent such non-compliance or deferral is consistent with law and does not have a Collateral Material Adverse Effect.

(iii)    Notice of Laws. The Grantor agrees to give the Administrative Agent notice of any violations of any Requirement with respect to the Collateral or the Grantor’s use thereof that may reasonably be expected to have a Collateral Material Adverse Effect within fifteen (15) Business Days after the Grantor obtains knowledge of such violation.

(iv)    Updated Schedules in connection with Collateral Additions, Dispositions or Releases. The Grantor shall deliver or cause to be delivered within forty-five (45) days of the end of June and December of each year (commencing in June of 2013), and may from time to time deliver or cause to be delivered, to the Administrative Agent an updated Schedule I or Schedule II to replace the then-existing Schedule I or Schedule II, respectively, in each case to reflect:

(a)    any release of Pledged Slots from the security interest granted hereunder in connection with a Disposition (other than any returns of Pledged Slots to the FAA) permitted under Section 6.04 of the Credit Agreement;

(b)    any release of Pledged Slots from the security interest granted hereunder pursuant to Section 6.09(c) of the Credit Agreement; and

(c)    any designation of Excluded Slots as Pledged Slots;

provided that the Grantor shall not be required to deliver or cause to be delivered an updated Schedule I or Schedule II in accordance with this Section 6(iv) if none of the events described in paragraphs (a), (b) and (c) above have occurred that affects the information in such Schedule since an updated version of such Schedule was previously delivered in accordance with this Section 6(iv) or, if no updated version of such Schedule has yet been delivered in accordance with this Section 6(iv), since the date of this Agreement.

(v)    Permitted Dispositions. Any or all of the Collateral may be sold, leased, conveyed, transferred or otherwise disposed of, subject to the terms of the Credit Agreement.

Section 7.    Administrative Agent Appointed Attorney-in-Fact. The Grantor hereby appoints the Administrative Agent as the Grantor’s attorney-in-fact, with full authority in the place and stead of the Grantor and in the name of the Grantor or otherwise, from time to time in the Administrative Agent’s discretion, upon the occurrence and during the continuation of an Event of Default, to take any action and to execute any instrument which the Administrative Agent may reasonably deem necessary or advisable to accomplish the purposes of this Agreement, which appointment as attorney-in-fact is coupled with an interest.

Section 8.    Administrative Agent May Perform. If the Grantor fails to perform any agreement contained herein within a reasonable time after receipt of a written request to do so from the Administrative Agent, upon five (5) Business Days prior written notice the Administrative Agent may itself perform, or cause performance of, such agreement, and the reasonable expenses of the Administrative Agent, including, without limitation, the reasonable fees and out-of-pocket expenses of its counsel, incurred in connection therewith, shall be payable by the Grantor in accordance with Section 10.04 of the Credit Agreement and shall be considered Obligations.

Section 9.    The Administrative Agent. It is expressly understood and agreed by the parties hereto, and each Secured Party, by accepting the benefits of this Agreement, acknowledges and agrees, that the obligations of the Administrative Agent as holder of the Collateral and interests therein and with respect to the disposition thereof, and otherwise under this Agreement, are only those expressly set forth in this Agreement. The Administrative Agent shall act hereunder on the terms and conditions set forth in the Credit Agreement. In the event of any express conflict between the terms of this Agreement and the terms of the Credit Agreement, the Credit Agreement shall control and govern, provided that this provision shall not be interpreted in any way to affect any rights expressly provided to the Secured Parties under this Agreement unless such rights are expressly prohibited or restricted under the Credit Agreement.

Section 10.    Events of Default, Remedies.

A.    Remedies: Obtaining the Collateral Upon Event of Default. If any Event of Default shall have occurred and be continuing, then and in every such case, the Administrative Agent may, at any time or from time to time during the continuance of such Event of Default:

(i)    Declare the entire right, title and interest of the Grantor in and to the Collateral vested, subject to any binding and enforceable mandatory requirements imposed by applicable law or by the DOT, the FAA or applicable Governmental Authority and/or Airport Authority, in which event such rights, title and interest shall immediately vest in the Administrative Agent, in which case the Grantor agrees to execute and deliver such deeds of conveyance, assignments and other documents or instruments as shall be requested by the Administrative Agent in order to effectuate the transfer of such Collateral, together with any other rights of the Grantor with respect thereto, to any designee or designees selected by the Administrative Agent and approved by all necessary Governmental Authorities and Airport Authorities (provided that if any of the foregoing is not permitted under applicable law or by the DOT, the FAA or applicable Governmental Authority and/or Airport Authority, the Administrative Agent for the benefit of the Secured Parties shall nevertheless continue to have all of the Grantor’s right, title and interest in and to all of the proceeds (of any kind) received or to be received by the Grantor upon the transfer or other disposition of such Collateral); it being understood that the Grantor’s obligation to deliver such Collateral and such documents and instruments with respect thereto, subject to the aforesaid limitations, is of the essence of this Agreement and that, accordingly, upon application to a court of equity having jurisdiction, the Administrative Agent shall be entitled to a decree requiring specific performance by the Grantor of said obligations; and

(ii)    Sell or otherwise liquidate, or direct the Grantor to sell or otherwise liquidate, any or all of the Collateral or any part thereof and take possession of the proceeds of any such sale or liquidation, in each case subject to any binding and enforceable mandatory requirements imposed by applicable law and Airport Authorities with respect to Pledged Gate Leaseholds.

B.    Remedies; Disposition of the Collateral.

(i)    If any Event of Default shall have occurred and be continuing, the Administrative Agent may from time to time exercise in respect of the Collateral, in addition to other rights and remedies provided for herein or otherwise available to it, and to the extent not in violation of applicable law, including Title 14, Title 49 and the DOT or FAA orders, regulations or requirements issued pursuant thereto, and subject to the approval of all necessary Governmental Authorities and Airport Authorities, all the rights and remedies of a secured party on default under the UCC in effect in all relevant jurisdictions at the time of such Event of Default, and the Administrative Agent may also in its sole discretion, without notice except as specified below, sell the Collateral or any part thereof in one or more parcels at public or private sale, at any exchange, broker’s board or at any of the Administrative Agent’s offices or elsewhere, for cash, on credit or for future delivery, and at such price or prices and upon such other terms as the Administrative Agent may deem commercially reasonable. To the extent not inconsistent with Title 14, Title 49 and the DOT or FAA orders, regulations or requirements issued pursuant thereto, and any additional requirements of the applicable Governmental Authorities and/or Airport Authorities, the Administrative Agent or any other Secured Party may be the purchasers of any or all of the Collateral at any such sale and shall be entitled, for the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Collateral sold at such sale, to use and apply any of the Obligations owed to such Person as a credit on account of the purchase price of any Collateral payable by such Person at such sale. Each purchaser at any such sale shall acquire the property sold absolutely free from any claim or right on the part of the Grantor, and the Grantor hereby waives, to the fullest extent permitted by law, all rights of redemption, stay or appraisal which it now has or may at any time in the future have under any rule of law or statute now existing or hereafter enacted. The Grantor agrees that, to the extent notice of sale shall be required by law, at least ten (10) days’ notice to the Grantor of the time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notification. The Administrative Agent shall not be obligated to make any sale of Collateral regardless of notice of sale having been given. The Administrative Agent may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned. The Grantor hereby waives, to the full extent permitted by law, any claims against the Administrative Agent arising by reason of the fact that the price at which any Collateral may have been sold at such a private sale was less than the price which might have been obtained at a public sale.

(ii)    Except as otherwise provided herein, the Grantor hereby waives, to the fullest extent permitted by applicable law, notice or judicial hearing in connection with the Administrative Agent’s taking possession or the Administrative Agent’s disposition of any of the Collateral, including, without limitation, any and all prior notice and hearing for any prejudgment remedy or remedies and any such right which the Grantor would otherwise have under law; and the Grantor hereby further waives to the fullest extent permitted by applicable law: (a) all damages occasioned by such taking of possession; (b) all other requirements as to the time, place and terms of sale or other requirements with respect to the enforcement of the Administrative Agent’s rights hereunder; and (c) all rights of redemption, appraisement, valuation, stay, extension or moratorium now or hereafter in force under any applicable law. Any sale of, or the grant of options to purchase, or any other realization upon, any Collateral shall operate to divest all right, title, interest, claim and demand, either at law or in equity, of the Grantor therein and thereto, and shall be a perpetual bar both at law and in equity against the Grantor and against any and all Persons claiming or attempting to claim the Collateral so sold, optioned or realized upon, or any part thereof, from, through and under the Grantor.

(iii)    In connection with any foreclosure, collection, sale or other enforcement of Liens granted to the Administrative Agent in this Agreement, the Grantor will cooperate in good faith with the Administrative Agent or its designee in obtaining all regulatory licenses, consents and other governmental approvals necessary or (in the opinion of the Administrative Agent or its designee) desirable to conduct all aviation operations with respect to the Collateral and will, at the request of the Administrative Agent and in good faith, continue to operate and manage the Collateral and maintain all applicable regulatory licenses with respect to the Collateral until such time as the Administrative Agent or its designee obtain such licenses, consents and approvals, and at such time the Grantor will cooperate in good faith with the transition of the aviation operations with respect to the Collateral to any new aviation operator (including, without limitation, the Administrative Agent or its designee).

Section 11.    Application of Proceeds.

(b)    All cash proceeds received by the Administrative Agent in respect of any sale of, collection from, or other realization upon all or any part of the Collateral pursuant to the exercise by the Administrative Agent of its remedies as a secured creditor as provided in Section 10 of this Agreement shall be held by the Administrative Agent as Collateral for, and then at any time thereafter shall, in the discretion of the Administrative Agent, be applied, in whole or in part, against all or any part of the Obligations in such order as provided for in Section 2.17(b) of the Credit Agreement. Any surplus of such cash proceeds held by the Administrative Agent and remaining after payment in full of all the Obligations shall be promptly paid over to the Grantor or to whomever may be at such time lawfully entitled to receive such surplus.

(c)    It is understood that the Grantor shall remain liable to the extent of any deficiency between the amount of the proceeds of the Collateral and the aggregate amount of the outstanding Obligations.

Section 12.    No Waiver; Discontinuance of Proceeding.

(a)    Each and every right, power and remedy hereby specifically given to the Administrative Agent or otherwise in this Agreement shall be cumulative and shall be in addition to every other right, power and remedy specifically given under this Agreement or the other Loan Documents now or hereafter existing at law, in equity or by statute and each and every right, power and remedy whether specifically herein given or otherwise existing may be exercised from time to time or simultaneously and as often and in such order as may be deemed expedient by the Administrative Agent. All such rights, powers and remedies shall be cumulative and the exercise or the beginning of the exercise of one shall not be deemed a waiver of the right to exercise any other or others. No delay or omission of the Administrative Agent in the exercise of any such right, power or remedy and no renewal or extension of any of the Obligations shall impair any such right, power or remedy or shall be construed to be a waiver of any default or Event of Default or an acquiescence therein. No notice to or demand on the Grantor in any case shall entitle it to any other or further notice or demand in similar or other circumstances or constitute a waiver of any of the rights of the Administrative Agent to any other or further action in any circumstances without notice or demand. In the event that the Administrative Agent shall bring any suit to enforce any of its rights hereunder and shall be entitled to judgment, then in such suit the Administrative Agent may recover reasonable out-of-pocket expenses, including reasonable attorneys’ fees, and the amounts thereof shall be included in such judgment.

(b)    In the event the Administrative Agent shall have instituted any proceeding to enforce any right, power or remedy under this Agreement by foreclosure, sale, entry or otherwise, and such proceeding shall have been discontinued or abandoned for any reason or shall have been determined adversely to the Administrative Agent, then and in every such case the Grantor, the Administrative Agent and each holder of any of the Obligations shall to the extent permitted by applicable law be restored to their respective former positions and rights hereunder with respect to the Collateral, and all rights, remedies and powers of the Administrative Agent and the Secured Parties shall continue as if no such proceeding had been instituted.

Section 13.    Amendments, etc. This Agreement may not be amended, modified or waived except with the written consent of the Grantor and the Administrative Agent (acting pursuant to and in accordance with the terms of the Credit Agreement). Any amendment, modification or supplement of or to any provision of this Agreement, any termination or waiver of any provision of this Agreement and any consent to any departure by the Grantor from the terms of any provision of this Agreement shall be effective only in the specific instance and for the specific purpose for which made or given.

Section 14.    Termination; Release.

(a)    Upon the Security Agreement Termination Date, this Agreement shall automatically terminate (provided that all indemnities set forth in the Credit Agreement shall survive) and the Administrative Agent, at the request and expense of the Grantor, will promptly execute and deliver to the Grantor a proper instrument or instruments acknowledging the satisfaction and termination of this Agreement, and, subject to the terms of the Credit Agreement, will duly assign, transfer and deliver to the Grantor (without recourse and without any representation or warranty) such of its Collateral as may be in the possession of the Administrative Agent and as has not theretofore been sold or otherwise applied or released pursuant to this Agreement.

(b)    For the avoidance of doubt, subject to the applicable provisions under the Credit Agreement, (i) if any Pledged Gate Leasehold ceases to be included in the Collateral because it ceases to be used for servicing the scheduled air carrier service utilizing Pledged Slots relating to the airport at which such Pledged Gate Leasehold is located, such Pledged Gate Leasehold shall be automatically released from the Lien of this Agreement and (ii) if any right, title, privilege, interest and authority, now held or hereafter acquired by the Grantor in connection with the right to use or occupy space in an airport terminal becomes a Pledged Gate Leasehold, such right, title, privilege, interest and authority shall be automatically subject to the Lien of this Agreement.

(c)    Upon (i) any Disposition of any Collateral that is permitted under Section 6.04 of the Credit Agreement (other than a Disposition of Collateral referred to in clause (d), (e)(iv) or (f) of the definition of “Permitted Disposition” in the Credit Agreement), (ii) the release of any Collateral from the security interest granted hereby pursuant to Section 6.09(c) of the Credit Agreement or (iii) the effectiveness of any written consent by the Administrative Agent or the requisite Lenders as provided under the Credit Agreement to the release of any Collateral from the security interest granted hereby, such Collateral (and, subject in the case of clause (i) above to compliance with Section 6.09(a) of the Credit Agreement, the Proceeds thereof) shall be automatically released from the security interest granted under this Agreement.

(d)    In connection with any release of any Collateral pursuant to this Section 14, the Administrative Agent will execute and deliver to the Grantor, at the Grantor’s sole expense, all appropriate UCC termination statements and other documents that the Grantor shall reasonably request to evidence such release. The Administrative Agent shall have no liability whatsoever to any Secured Party as a result of any release of Collateral by it as permitted by this Section 14.

Section 15.    Definitions. The following terms shall have the following meanings. Such definitions shall be equally applicable to the singular and plural forms of the terms defined.

“Agreement” has the meaning provided in the preamble hereto.

“Airport Authority” shall mean any city or any public or private board or other body or organization chartered or otherwise established for the purpose of administering, operating or managing an airport or related facilities.

“Collateral” has the meaning provided in Section 1 hereof.

“Credit Agreement” has the meaning provided in the recitals hereof.

“DOT” shall mean the United States Department of Transportation and any successor thereto.

“Event of Default” shall mean any “Event of Default” as defined in the Credit Agreement.

“Excluded Slots” shall mean (i) any Pledged Slots that are Disposed of by the Grantor in a transaction permitted by the Credit Agreement; provided that a Disposition of Pledged Slots referred to in clause (d), (e)(iv) or (f) of the definition of “Permitted Disposition” in the Credit Agreement shall not cause such Pledged Slot to be an Excluded Slot under this clause (i), and (ii) any FAA Slots held by the Grantor (whether or not then operated by the Grantor) listed on Schedule II of this Agreement as of the date of this Agreement or as updated pursuant to Section 6(iv).

“FAA” shall mean the Federal Aviation Administration of the United States of America and any successor thereto.

“FAA Slot” shall mean, in the case of airports in the United States, at any time, the right and operational authority to conduct one Instrument Flight Rule (as defined in Title 14) scheduled landing or take-off operation at a specific time or during a specific time period at any airport at which landings or take-offs are restricted, including, without limitation, slots and operating authorizations, whether pursuant to FAA or DOT regulations or orders pursuant to Title 14, Title 49 or other federal statutes now or hereinafter in effect.

“Gate Leaseholds” shall mean, at any time, all of the right, title, privilege, interest and authority, now held or hereafter acquired, of the Grantor, in connection with the right to use or occupy space in an airport terminal at any airport.

“Governmental Authority” shall mean the government of the United States of America, any other nation or any political subdivision thereof, whether state or local, and any agency, authority, instrumentality, regulatory body, court, central bank organization, or other entity exercising executive, legislative, judicial, taxing or regulatory powers or functions of or pertaining to government. Governmental Authority shall not include any Person in its capacity as an Airport Authority.

“Grantor” has the meaning provided in the preamble hereto.

“Pledged Gate Leaseholds” shall mean all Gate Leaseholds necessary at the relevant time of determination for servicing the scheduled air carrier service utilizing Pledged Slots relating to the airports at which such Pledged Slots are located.

“Pledged Historical Rights” shall mean, at any time, any rights of the Grantor to be granted at any future time FAA Slots at Newark Liberty International Airport, LaGuardia Airport, Ronald Reagan Washington National Airport or John F. Kennedy International Airport by virtue of the usage of Pledged Slots at such airport, whether pursuant to FAA or DOT regulations or orders pursuant to Title 14, Title 49 or other federal statutes now or hereinafter in effect (excluding, for the avoidance of doubt, any such rights associated with Excluded Slots).

“Pledged Slots” shall mean all of the FAA Slots held by the Grantor (whether or not then operated by the Grantor) at Newark Liberty International Airport, LaGuardia Airport, Ronald Reagan Washington National Airport and John F. Kennedy International Airport, other than Excluded Slots.

“Proceeds” shall have the meaning assigned to that term under the UCC as in effect in any relevant jurisdiction or under other relevant law and, in any event, shall include, but not be limited to, any and all (i) proceeds of any insurance, indemnity, warranty or guarantee payable to the Administrative Agent or to the Grantor or any Affiliate of the Grantor from time to time with respect to physical damage to any of the Collateral, (ii) payments (in any form whatsoever), made or due and payable to the Grantor from time to time in connection with any requisition, confiscation, condemnation, seizure or forfeiture of all or any part of the Collateral by any Governmental Authority (or any Person acting under color of Governmental Authority) and (iii) instruments representing obligations to pay amounts in respect of the Collateral.

“Requirements” has the meaning provided in Section 6(ii) hereof.

“Security Agreement Termination Date” shall mean the earlier of (i) the date on which (a) the principal of and interest on all Loans shall have been paid in full and all other amounts then due under the Loan Documents shall have been paid in full, (b) all Commitments have been terminated, and (c) there are no outstanding Letters of Credit (other than such as have been Cash Collateralized or covered by a “back-to-back” letter of credit in accordance with the terms of the Loan Documents) and (ii) the date on which all of the Collateral shall have been released pursuant to Section 14(c).

“Title 14” shall mean Title 14 of the United States Code of Federal Regulations, including Part 93, Subparts K and S thereof, as amended from time to time or any successor or recodified regulation.

“Title 49” shall mean Title 49 of the United States Code, which, among other things, recodified and replaced the U.S. Federal Aviation Act of 1958, and the rules and regulations promulgated pursuant thereto or any subsequent legislation that amends, supplements or supersedes such provisions.

“Transfer Restriction” has the meaning provided in Section 1 hereof.

“United States Citizen” has the meaning provided in Section 4(viii) hereof.

Section 16.    Notices. Any notice or communication by the Grantor or the Administrative Agent to the other is duly given if in writing and delivered in Person or by first class mail (registered or certified, return receipt requested), facsimile transmission or overnight air courier guaranteeing next day delivery, to the other’s address:

(a)    if to the Grantor:

JetBlue Airways Corporation
27-01 Queens Plaza North

Long Island City, New York 11101
Telephone: (718) 286-7900
Fax: (718) 425-9260

Attention: Senior Vice President and Treasurer

Email: ***@***

with a copy to:

JetBlue Airways Corporation
27-01 Queens Plaza North

Long Island City, New York 11101
Telephone: (718) 286-7900
Fax: (718) 425-9260

Attention: General Counsel

(b)    if to the Administrative Agent, to its office at:

Citibank, N.A.
Loan Administration
1615 Brett Road, OPS 3
New Castle, DE 19720
Telephone: (302) 894-6010

Fax: (212) 994-0847

Attention: Owen Coyle

If a notice or communication is mailed in the manner provided above within the time prescribed, it is duly given, whether or not the addressee receives it.

Section 17.    Continuing Security Interest; Transfer of Loans. This Agreement shall create a continuing security interest in the Collateral. This Agreement shall (i) remain in full force and effect until the Security Agreement Termination Date, (ii) be binding upon the Grantor, its successors and assigns, and (iii) inure, together with the rights and remedies of the Administrative Agent hereunder, to the benefit of the Administrative Agent and each other Secured Party and each of their respective successors, permitted transferees and permitted assigns; no other persons (including, without limitation, any other creditor of the Grantor) shall have any interest herein or any right or benefit with respect hereto. Without limiting the generality of the foregoing clause (iii) and subject to the provisions of the applicable Loan Documents, any Secured Party may assign or otherwise transfer any indebtedness held by it secured by this Agreement to any other person or entity, and such other person or entity shall thereupon become vested with all the benefits in respect thereof granted to such Secured Party herein or otherwise, subject, however, to the provisions of the applicable Loan Documents.

Section 18.    Governing Law. This Agreement shall be construed in accordance with and governed by the law of the State of New York.

Section 19.    Consent to Jurisdiction and Service of Process. Each party hereto hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction of the Supreme Court of the State of New York sitting in New York County and of the United States District Court of the Southern District of New York, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such New York State court or, to the extent permitted by law, in such Federal court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall, to the extent permitted by law, be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law.

Each party hereto hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement in any court referred to in this Section 19. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court.

Each party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 10.01 of the Credit Agreement. Nothing in this Agreement will affect the right of any party to this Agreement to serve process in any other manner permitted by law.

Section 20.    Security Interest Absolute. The obligations of the Grantor hereunder shall remain in full force and effect without regard to, and shall not be impaired by (a) any bankruptcy, insolvency, reorganization, arrangement, readjustment, composition, liquidation or the like of the Grantor, except to the extent that the enforceability thereof may be limited by any such event; (b) any exercise or non-exercise, or any waiver of any right, remedy, power or privilege under or in respect of this Agreement or any other Loan Documents, except as specifically set forth in a waiver granted pursuant to Section 13; (c) any amendment to or modification of any Loan Document or any security for any of the Obligations, whether or not the Grantor shall have notice or knowledge of any of the foregoing, except as specifically set forth in an amendment or modification executed pursuant to Section 13; (d) any lack of validity or enforceability of the Lien(s) created hereunder; or (e) any other circumstances which might otherwise constitute a defense available to, or a discharge of, the Grantor (other than payment or performance in accordance with the terms of the Loan Documents).

Section 21.    Severability of Provisions. Any provision of this Agreement which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof or affecting the validity or enforceability of such provision in any other jurisdiction.

Section 22.    Headings. Section headings used in this Agreement are for convenience of reference only and shall not affect the construction of this Agreement.

Section 23.    Execution in Counterparts. This Agreement may be executed in any number of counterparts, each of which counterparts, when so executed and delivered, shall be deemed to be an original, and all of which counterparts, taken together, shall constitute one and the same Agreement. A set of the counterparts executed by all the parties hereto shall be lodged with the Grantor and the Administrative Agent. Delivery of an executed counterpart of a signature page of this Agreement by facsimile or electronic .pdf copy shall be effective as delivery of a manually executed counterpart of this Agreement.

Section 24.    Successors and Assigns. This Agreement shall be binding upon the Grantor and its successors and assigns and shall inure to the benefit of the Administrative Agent and each Secured Party and their respective successors and permitted assigns; provided that the Grantor may not transfer or assign any or all of its rights or obligations hereunder without the prior written consent of the Administrative Agent, unless otherwise permitted by the applicable Loan Documents (including without limitation a transaction permitted under Section 6.10 of the Credit Agreement). All agreements, statements, representations and warranties made by the Grantor herein or in any certificate or other instrument delivered by the Grantor or on its behalf under this Agreement shall be considered to have been relied upon by the Secured Parties and shall survive the execution and delivery of this Agreement and the other Loan Documents regardless of any investigation made by the Secured Parties or on their behalf.

Section 25.    Construction of Schedule I. It is understood and agreed that Schedule I is intended to be descriptive of the Pledged Slots as of the date hereof and shall not be construed as limiting in any way the Collateral subject to this Agreement.

Section 26.    Rules of Interpretation. The parties to this Agreement agree that the rules of interpretation set out in Section 1.02 of the Credit Agreement shall apply to this Agreement mutatis mutandis as if set out in this Agreement.

Section 27.    Intercreditor Agreement. Notwithstanding anything to the contrary contained in this Agreement, if at any time the Administrative Agent shall enter into any Intercreditor Agreement and such Intercreditor Agreement shall remain outstanding, the rights granted to the Secured Parties hereunder, the lien and security interest granted to the Administrative Agent pursuant to this Agreement and the exercise of any right or remedy by the Administrative Agent hereunder shall be subject to the terms and conditions of such Intercreditor Agreement. In the event of any conflict between the terms of this Agreement and such Intercreditor Agreement, the terms of such Intercreditor Agreement shall govern and control with respect to any right or remedy, and no right, power or remedy granted to the Administrative Agent hereunder shall be exercised by the Administrative Agent, and no direction shall be given by the Administrative Agent, in contravention of such Intercreditor Agreement.

IN WITNESS WHEREOF, the Grantor and the Administrative Agent each has caused this Agreement to be duly executed and delivered by its officer thereunto duly authorized as of the date first above written.

JETBLUE AIRWAYS CORPORATION

CITIBANK, N.A.,
as Administrative Agent