Material Agreement Form 8 K

Item 1.01 Entry into a Material Definitive Agreement.

9.875% Senior Secured Notes due 2031

On August 27, 2024, JetBlue Airways Corporation (the "Company") and JetBlue Loyalty, LP ("Loyalty LP" and, together with the Company, the "Issuers") co-issued $2,000 million aggregate principal amount of their 9.875% Senior Secured Notes due 2031 (the "Notes"), under an Indenture, dated as of August 27, 2024 (the "Indenture") by and among the Issuers, the guarantors party thereto (the "Guarantors") and Wilmington Trust, National Association, as trustee (the "Trustee"). The Notes will bear interest at a rate of 9.875% per annum, in each case payable quarterly in arrears on the 20th day of each of March, June, September and December, beginning on December 20, 2024. The Notes will mature on September 20, 2031, unless earlier redeemed or repurchased by the Issuers.

The Notes were sold pursuant to a purchase agreement (the "Purchase Agreement"), dated August 13, 2024, by and among the Issuers, the Guarantors and Goldman Sachs & Co. LLC and Barclays Capital Inc., as representatives of the several initial purchasers identified therein.

The Notes are fully and unconditionally guaranteed on a senior secured basis, jointly and severally, by each of the Guarantors. The Notes and the Note guarantees are secured, together with all outstanding obligations under the Term Loan Facility (as defined below), by a first lien on certain collateral in connection with the Company's customer loyalty program, TrueBlue^®.

At any time prior to August 27, 2027, the Issuers may redeem the Notes, in whole or in part, at a price equal to 100% of the principal amount thereof, plus an applicable "make-whole" premium. On or after August 27, 2027, the Issuers may redeem the Notes, in whole or in part, at the applicable redemption prices described in the Indenture. No sinking fund is provided for the Notes, which means the Issuers are not required to set aside funds periodically for redemption or retirement of the Notes. Upon the occurrence of certain circumstances, the Issuers will prepay a pro rata portion of the Notes.

The Indenture provides for customary events of default. In the case of an event of default with respect to the Issuers and/or the Guarantors arising from specified events of bankruptcy or insolvency, all outstanding Notes will become due and payable immediately without further action or notice.

The summary of the foregoing transactions is qualified in its entirety by reference to the text of the Indenture and the Form of 9.875% Senior Secured Note due 2031, copies of which will be filed as exhibits to the Company's next Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2024.

Term Loan Facility

On August 27, 2024, the Company and Loyalty LP entered into a new term loan credit and guaranty agreement among the Company and Loyalty LP, as co-borrowers, the Guarantors, the lenders party thereto, Barclays Bank Plc, as administrative agent (the "Administrative Agent"), and Wilmington Trust, National Association, as collateral administrator, for a $765 million senior secured term loan facility (the "Term Loan Facility"). The Term Loan Facility is guaranteed by the Guarantors and secured, on a pari passu basis with the Notes, by substantially the same collateral as the collateral securing the Notes. The loans under the Term Loan Facility bear interest at a variable rate equal to Term SOFR plus an applicable margin (subject to a Term SOFR floor), or another index rate plus an applicable margin. The Term Loan Facility restricts Loyalty LP and the Guarantors from incurring any debt other than (a) senior debt secured by the collateral ("Priority Lien Debt") on a first-lien, pari passu basis consisting of the Notes and certain permitted incremental and additional amounts, subject to certain customary terms and conditions, such as pro forma compliance with either debt service coverage ratios or maximum debt to collateral ratios substantially similar to those applicable to the Notes, (b) junior debt that is secured by liens on the collateral that are subordinated to those securing the Priority Lien Debt and that is also subordinated in right of payment to the Priority Lien Debt, subject to certain customary terms and conditions, such as pro forma compliance with either debt service coverage ratios or maximum debt to collateral ratios and (c) certain other exceptions described in Term Loan Facility. The Term Loan Facility does not limit the amount of unsecured debt that the Company or its subsidiaries (other than Loyalty LP and the Guarantors) may incur or the amount of debt secured by assets of the Company or its subsidiaries that are not Loyalty LP or the Guarantors, other than debt secured by the collateral.

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