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Item 1.01.
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Entry into a Material Definitive Agreement.
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On November 12, 2019, JetBlue Airways Corporation (“JetBlue”) and Wilmington Trust Company, as subordination agent (the “Subordination Agent”) and pass through trustee (the “Trustee”) under two pass through trusts newly formed by JetBlue, entered into 25 separate Participation Agreements, dated as of November 12, 2019 (each, a “Participation Agreement” and, collectively, the “Participation Agreements”). The Participation Agreements provide for the issuance by JetBlue of equipment notes (the “Equipment Notes”) in an aggregate principal amount of $772,255,000 secured by twenty-five Airbus A321-231 aircraft, delivered new to JetBlue from February 2017 through December 2018 (each such aircraft, an “Aircraft” and, collectively, the “Aircraft”), and which are substantively identical with respect to each model of Aircraft. The Equipment Notes were issued under separate Indenture and Security Agreements (each, an “Indenture” and, collectively, the “Indentures”) entered into by JetBlue and Wilmington Trust Company, as loan trustee (the “Loan Trustee”), on November 12, 2019, with respect to each Aircraft.
The Equipment Notes were issued in two series: (1) Series AA, bearing interest at the rate of 2.75% per annum in the aggregate principal amount equal to $588,685,000, and (2) Series A, bearing interest at the rate of 2.95% per annum in the aggregate principal amount equal to $183,570,000. The Equipment Notes were purchased by the Trustee using the proceeds from the sale of a total of $772,255,000 of JetBlue Airways Pass Through Certificates, Series 2019-1 (the “Certificates”) through the two newly formed pass through trusts. Pursuant to separate Revolving Credit Agreements, each dated November 12, 2019, between Crédit Agricole Corporate and Investment Bank, acting through its New York Branch, as liquidity provider (the “Liquidity Provider”), and the Subordination Agent, the Liquidity Provider will provide a separate liquidity facility for each Class of Certificates, in each case in an amount sufficient to make three semiannual interest distributions on the outstanding balance of the Certificates of such Class.
The interest on the Equipment Notes is payable semiannually on each May 15 and November 15, beginning on May 15, 2020. The principal payments on the Equipment Notes are scheduled on May 15 and November 15, beginning on May 15, 2020. The final payments will be due on May 15, 2032 in the case of the Series AA Equipment Notes and on May 15, 2028 in the case of the Series A Equipment Notes. Maturity of the Equipment Notes may be accelerated upon the occurrence of certain events of default, including failure by JetBlue (in some cases after notice or the expiration of a grace period, or both) to make payments under the applicable Indenture when due or to comply with certain covenants, as well as certain bankruptcy events involving JetBlue. The Equipment Notes issued with respect to each Aircraft will be secured by a lien on such Aircraft and will also be cross-collateralized by the other Aircraft.
The Certificates were registered for offer and sale pursuant to the Securities Act of 1933, as amended, under JetBlue’s shelf registration statement on Form S-3 (File No. 333-230007) (the “Registration Statement”), including the base prospectus therein dated March 1, 2019 and the final prospectus supplement thereto dated October 29, 2019.
The foregoing description of the agreements and instruments is qualified in its entirety by reference to such agreements and instruments, copies of which are filed herewith as exhibits and are incorporated by reference herein. This Current Report on Form 8-K is also being filed for the purpose of filing as exhibits to the Registration Statement the documents listed in Item 9.01 below, which are hereby incorporated by reference in the Registration Statement.