REFERENCE AGENCY AGREEMENT

                                                                    Exhibit 4.14

                                                                  EXECUTION COPY

                           REFERENCE AGENCY AGREEMENT

     REFERENCE AGENCY AGREEMENT, dated as of November14, 2006, among JetBlue

Airways Corporation, a Delaware corporation (the "Company"), Wilmington Trust

Company, a Delaware banking corporation ("WTC"), as Subordination Agent under

the Intercreditor Agreement referred to below, WTC, as Mortgagee (as defined in

the Trust Indenture and Mortgage referred to below), and WTC, as reference agent

hereunder (the "Reference Agent").

                                   WITNESSETH:

     WHEREAS, certain terms used herein have the defined meanings as provided in

Section 1 below;

     WHEREAS, concurrently with the execution and delivery of this Agreement,

the Company is entering into the Note Purchase Agreement with respect to the

issuance of the Initial Equipment Notes and dated as of the date hereof (the

"Initial Note Purchase Agreement"), with WTC, as Mortgagee, WTC, as Pass Through

Trustee under each of the Pass Through Trust Agreements referred to therein, and

WTC, as Subordination Agent under the Intercreditor Agreement referred to

therein, which contemplates, among other things, the making of a secured loan to

the Company by WTC, as Pass Through Trustee under each of the Pass Through Trust

Agreements;

     WHEREAS, concurrently with the execution and delivery of this Agreement,

the Company is entering into the Trust Indenture and Mortgage, dated as of the

date hereof (the "Trust Indenture") with WTC, as Mortgagee, which provides for,

among other things, the issuance by the Company of the Initial Equipment Notes

secured by, among other things, certain spare aircraft parts, and bearing

interest at a rate per annum based on LIBOR, as determined pursuant to this

Agreement;

     WHEREAS, concurrently with the execution and delivery of this Agreement,

the Class G-1 Pass Through Trust and the Class B-1 Pass Through Trust have been

created pursuant to the applicable Pass Through Trust Agreement to facilitate

the issuance and sale of Pass Through Certificates pursuant thereto;

     WHEREAS, the Company and the Underwriter have entered into the Underwriting

Agreement, which provides that the Company will cause the Pass Through Trustee

under the Class G-1 Pass Through Trust and the Pass Through Trustee under the

Class B-1 Pass Through Trust to issue and sell the Class G-1 Certificates and

the Class B-1 Certificates, respectively, to the Underwriter on the Issuance

Date;

     WHEREAS, the Company may in the future, from time to time pursuant to the

Trust Indenture, issue Additional Equipment Notes, which may, as specified in

the applicable Officer's Certificate in respect of such Additional Equipment

Notes, bear interest at a fixed rate or at a rate per annum based on LIBOR; and

     WHEREAS, in connection with the issuance of any Additional Equipment Notes

and pursuant to related Pass Through Trust Agreements, Senior Trusts and/or

Junior Trusts, as the

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case may be, shall be created and such Pass Through Trust(s) shall, pursuant to

a related Underwriting Agreement, issue and sell a related Class of Pass Through

Certificates; and

     WHEREAS, the interest rate in respect of the Initial Equipment Notes, the

Class G-1 Certificates, Class B-1 Certificates, and any Additional Equipment

Notes and all related Certificates bearing interest at a rate per annum based on

LIBOR shall be determined in accordance with this Agreement.

     NOW, THEREFORE, in consideration of the premises and of the mutual

covenants and agreements contained herein, the parties hereto hereby agree as

follows:

     SECTION 1. Definitions. Unless otherwise defined herein, all capitalized

terms used but not defined herein have the meanings assigned to such terms in

the Trust Indenture or in the Intercreditor Agreement referred to therein. The

conventions of construction and usage set forth in the Indenture are

incorporated by reference herein. In addition, the following terms shall have

the meanings specified below:

     "Class G-1 Certificates" means the Pass Through Certificates issued by the

Class G-1 Pass Through Trust.

     "Class B-1 Certificates" means the Pass Through Certificates issued by the

Class B-1 Pass Through Trust.

     "Interest Period" means (i) in the case of the first Interest Period, the

period commencing on (and including) the Issuance Date and ending on (but

excluding) the first Payment Date following the Issuance Date and (ii) in the

case of each subsequent Interest Period, the period commencing on (and

including) the last day of the immediately preceding Interest Period, and ending

on (but excluding) the next Payment Date.

     "Interest Rate Determination Date" means, with respect to any Interest

Period, the second London Banking Day prior to the first day of such Interest

Period.

     "Junior Series Interest Rate" has the meaning assigned to such term in

Section 6(b) of this Agreement.

     "LIBOR" means the rate determined pursuant to Section 6(b).

     "London Banking Day" means any day on which commercial banks are open for

general business (including dealings in foreign exchange and foreign currency

deposits) in London, England.

     "Payment Date" means each January 2, April 2, July 2 and October 2,

commencing on January 2, 2007, provided that if any such day is not a Business

Day, then the immediately succeeding Business Day.

     "Reference Banks" means Barclays Bank, JPMorgan Chase Bank and Deutsche

Bank (or, if any such bank is not at the relevant date a major bank in the

London interbank market, another

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major bank in the London interbank market in lieu thereof selected by the

Reference Agent in good faith and in a commercially reasonable manner).

     "Representative Amount" means an amount that is representative for a single

transaction in the London interbank market at the relevant time.

     "Senior Series Interest Rate" has the meaning assigned to such term in

Section 6(b) of this Agreement.

     "Telerate" means page 3750 on the Telerate Service (or such other page as

may replace that page on that service, or such other service as may be nominated

by the British Banker's Association for the purpose of displaying rates or

prices comparable to that).

     SECTION 2. Appointment of Reference Agent. The Company hereby appoints WTC

as the Reference Agent, and WTC hereby accepts such appointment and agrees to

perform the duties and obligations of Reference Agent set forth in Section 6.

     SECTION 3. Status of Reference Agent. Any acts taken by the Reference Agent

under this Agreement, including the calculation of any LIBOR, shall be deemed to

have been taken by the Reference Agent solely in its capacity as an agent acting

on behalf of the Company and shall not create or imply any obligation to, or any

agency, fiduciary or trust relationship with, any of the owners or holders of

the Equipment Notes or Pass Through Certificates.

     SECTION 4. Reference Agent Fees and Expenses. In consideration of the

Reference Agent's performance of the services provided for under this Agreement,

the Company shall pay to the Reference Agent an annual fee set forth under a

separate agreement between the Company and WTC. In addition, the Company shall

reimburse the Reference Agent for all reasonable out-of-pocket expenses,

disbursements and advances (including reasonable legal fees and expenses)

incurred or made by the Reference Agent from time to time in connection with the

services rendered by it under this Agreement, except any expenses,

disbursements, or advances attributable to its negligence or wilful misconduct.

     SECTION 5. Rights and Liabilities of Reference Agent. In the absence of

negligence or wilful misconduct on the part of the Reference Agent, its

directors, officers, employees and agents, such persons may conclusively rely,

as to the truth of the statements expressed in, and shall be fully protected and

shall incur no liability for, or in respect of, any action taken, omitted to be

taken, or suffered to be taken by it, in reliance upon, any written order,

instruction, notice, request, direction, statement, certificate, consent,

report, affidavit or other instrument, paper, document or communication,

reasonably believed by it in good faith to be genuine, from the Company and

conforming to the requirements of this Agreement. Any written order,

instruction, notice, request, direction, statement, certificate, consent,

report, affidavit or other instrument, paper, document or communication from the

Company or given by it and sent, delivered or directed to the Reference Agent

under, pursuant to, or as permitted by, any provision of this Agreement shall be

sufficient for purposes of this Agreement if such written order, instruction,

notice, request, direction, statement, certificate, consent, report, affidavit

or other instrument, paper, document or communication is in writing and signed

by any officer of the Company. The Reference Agent may consult with counsel

satisfactory to it and the advice (to be confirmed in

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