INTERCREDITOR AGREEMENT

                                                                    Exhibit 4.10

                                                                  EXECUTION COPY

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                             INTERCREDITOR AGREEMENT

                                   Dated as of

                                November 14, 2006

                                      AMONG

                            WILMINGTON TRUST COMPANY,

                         not in its individual capacity

                         but solely as Trustee under the

              JetBlue Airways (Spare Parts) G-1 Pass Through Trust

                                       and

              JetBlue Airways (Spare Parts) B-1 Pass Through Trust

                                    And under

         Various other JetBlue Airways (Spare Parts) Pass Through Trusts

               Which may be created from time to time hereafter,

  The Initial Primary Liquidity Provider, Initial Above-Cap Liquidity Provider

          and Initial Policy Provider executing this Agreement as such

  The Additional Primary Liquidity Provider(s), Additional Above-Cap Liquidity

 Provider(s) and Additional Policy Provider(s), if any, which may from time to

            time hereafter Become parties hereto as herein provided

                                       AND

                            WILMINGTON TRUST COMPANY,

                      not in its individual capacity except

                        as expressly set forth herein but

                    solely as Subordination Agent and Trustee

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                                TABLE OF CONTENTS

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ARTICLE I  DEFINITIONS............................................................................................1

         SECTION 1.1.   Definitions...............................................................................1

ARTICLE II  TRUST ACCOUNTS; CONTROLLING PARTY....................................................................23

         SECTION 2.1.   Agreement to Terms of Subordination; Payments from Monies Received Only..................23

         SECTION 2.2.   Trust Accounts...........................................................................24

         SECTION 2.3.   Deposits to the Collection Account and Special Payments Account..........................25

         SECTION 2.4.   Distributions of Special Payments........................................................26

         SECTION 2.5.   Designated Representatives...............................................................26

         SECTION 2.6.   Controlling Party........................................................................27

ARTICLE III  RECEIPT, DISTRIBUTION AND APPLICATION  OF AMOUNTS RECEIVED..........................................29

         SECTION 3.1.   Written Notice of Distribution...........................................................29

         SECTION 3.2.   Distribution of Amounts on Deposit in the Collection Account.............................32

         SECTION 3.3.   Other Payments...........................................................................35

         SECTION 3.4.   Payments to the Trustees, the Primary Liquidity Provider and Policy Provider.............36

         SECTION 3.5.   Liquidity Facilities.....................................................................36

         SECTION 3.6.   The Policy...............................................................................47

ARTICLE IV  EXERCISE OF REMEDIES.................................................................................52

         SECTION 4.1.   Directions from the Controlling Party....................................................52

         SECTION 4.2.   Remedies Cumulative......................................................................53

         SECTION 4.3.   Discontinuance of Proceedings............................................................54

         SECTION 4.4.   Right of Certificateholders, Liquidity Provider and the Policy Provider to 

                            Receive Payments Not to Be Impaired..................................................54

         SECTION 4.5.   Undertaking for Costs....................................................................54

ARTICLE V  DUTIES OF THE SUBORDINATION AGENT; AGREEMENTS OF TRUSTEES, ETC........................................54

         SECTION 5.1.   Notice of Indenture Default or Triggering Event..........................................54

         SECTION 5.2.   Indemnification..........................................................................56

         SECTION 5.3.   No Duties Except as Specified in Intercreditor Agreement.................................56

         SECTION 5.4.   Notice from the Liquidity Providers and Trustees.........................................56

ARTICLE VI  THE SUBORDINATION AGENT..............................................................................56

         SECTION 6.1.   Authorization; Acceptance of Trusts and Duties...........................................56

         SECTION 6.2.   Absence of Duties........................................................................57

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         SECTION 6.3.   No Representations or Warranties as to Documents.........................................57

         SECTION 6.4.   No Segregation of Monies; No Interest....................................................57

         SECTION 6.5.   Reliance; Agents; Advice of Counsel......................................................57

         SECTION 6.6.   Capacity in Which Acting.................................................................58

         SECTION 6.7.   Compensation.............................................................................58

         SECTION 6.8.   May Become Certificateholder.............................................................58

         SECTION 6.9.   Subordination Agent Required; Eligibility................................................58

         SECTION 6.10.  Money to Be Held in Trust................................................................59

ARTICLE VII  INDEMNIFICATION OF SUBORDINATION AGENT..............................................................59

         SECTION 7.1.   Scope of Indemnification.................................................................59

ARTICLE VIII  SUCCESSOR SUBORDINATION AGENT......................................................................59

         SECTION 8.1.   Replacement of Subordination Agent; Appointment of Successor.............................59

ARTICLE IX  SUPPLEMENTS AND AMENDMENTS...........................................................................60

         SECTION 9.1.   Amendments, Waivers, etc.................................................................60

         SECTION 9.2.   Subordination Agent Protected............................................................62

         SECTION 9.3.   Effect of Supplemental Agreements........................................................62

         SECTION 9.4.   Notice to Rating Agencies................................................................62

ARTICLE X  ADDITIONAL CERTIFICATES...............................................................................63

         SECTION 10.1   General..................................................................................63

         SECTION 10.2   Conditions...............................................................................64

ARTICLE XI  MISCELLANEOUS........................................................................................65

         SECTION 11.1.  Termination of Intercreditor Agreement...................................................65

         SECTION 11.2.  Intercreditor Agreement for Benefit of Trustees, Liquidity Providers, the Policy 

                            Provider and Subordination Agent.....................................................65

         SECTION 11.3.  Notices..................................................................................65

         SECTION 11.4.  Severability.............................................................................66

         SECTION 11.5.  No Oral Modifications or Continuing Waivers..............................................66

         SECTION 11.6.  Successors and Assigns...................................................................66

         SECTION 11.7.  Headings.................................................................................67

         SECTION 11.8.  Counterpart Form.........................................................................67

         SECTION 11.9.  Subordination............................................................................67

         SECTION 11.10. Governing Law............................................................................68

         SECTION 11.11. Submission to Jurisdiction; Waiver of Jury Trial.........................................68

                                       ii

                             INTERCREDITOR AGREEMENT

            INTERCREDITOR AGREEMENT dated as of November 14, 2006, among

WILMINGTON TRUST COMPANY, a Delaware banking corporation ("WTC"), not in its

individual capacity but solely as Trustee of each of JetBlue Airways (Spare

Parts) G-1 Pass Through Trust and JetBlue Airways (Spare Parts) B-1 Pass Through

Trust and of various JetBlue Airways (Spare Parts) Pass Through Trusts which may

from time to time be created (each of the foregoing being a "Trust" and,

collectively, the "Trusts"); the INITIAL PRIMARY LIQUIDITY PROVIDER, INITIAL

ABOVE-CAP LIQUIDITY PROVIDER and INITIAL POLICY PROVIDER executing this

Agreement as such; the ADDITIONAL PRIMARY LIQUIDITY PROVIDER(S), ADDITIONAL

ABOVE-CAP LIQUIDITY PROVIDER(S) and ADDITIONAL POLICY PROVIDER(S), if any, which

may from time to time hereafter become parties hereto as herein provided; and

WILMINGTON TRUST COMPANY, not in its individual capacity except as expressly set

forth herein, but solely as Subordination Agent and trustee hereunder (in such

capacity, together with any successor appointed pursuant to Article VIII hereof,

the "Subordination Agent").

            The parties hereto hereby agree as follows:

                                    ARTICLE I

                                   DEFINITIONS

            SECTION 1.1. Definitions. For all purposes of this Agreement, except

as otherwise expressly provided or unless the context otherwise requires:

            (1)   the terms used herein that are defined in this Article have

      the meanings assigned to them in this Article, and words importing the

      plural include the singular and words importing the singular include the

      plural;

            (2)   all references in this Agreement to designated "Articles",

      "Sections" and other subdivisions are to the designated Articles, Sections

      and other subdivisions of this Agreement;

            (3)   the words "herein", "hereof" and "hereunder" and other words

      of similar import refer to this Agreement as a whole and not to any

      particular Article, Section or other subdivision; and

            (4)   the term "including" means "including without limitation".

            "Above-Cap Account" means, in respect of each Above-Cap Liquidity

Facility, a separate Eligible Deposit Account in the name of the Subordination

Agent maintained at an Eligible Institution, which shall be the Subordination

Agent if it shall so qualify, into which all amounts paid under such Above-Cap

Liquidity Facility pursuant to Section 3.5(a) shall be deposited.

            "Above-Cap Collateral Account" means, in respect of each Above-Cap

Liquidity Facility, a separate Eligible Deposit Account in the name of the

Subordination Agent maintained at an Eligible Institution, which shall be the

Subordination Agent if it shall so qualify, into which all amounts paid under

such Above-Cap Liquidity Facility pursuant to Section 3.5(c)(iv) shall be

deposited.

            "Above-Cap Liquidity Facility" means, (i) each of the Initial

Above-Cap Liquidity Facility and each Additional Above-Cap Liquidity Facility

and (ii) from and after the replacement of any such Above-Cap Liquidity

Facility, the applicable Replacement Above-Cap Liquidity Facility therefor, if

any, in each case as amended, supplemented or otherwise modified from time to

time in accordance with its terms. "Above-Cap Liquidity Facilities" has a

correlative meaning.

            "Above-Cap Liquidity Provider" means, in respect of each Above-Cap

Liquidity Facility", the provider thereof. "Above-Cap Liquidity Providers" has a

correlative meaning.

            "Above-Cap Payment" has the meaning specified in Section 3.5(a).

            "Above-Cap Withdrawal" has the meaning specified in Section 3.5(a).

            "Acceleration" means, with respect to the amounts payable in respect

of the Equipment Notes, such amounts becoming immediately due and payable by

declaration or otherwise in accordance with the terms of the Indenture, without

regard to whether the Mortgagee has the right to exercise any remedies against

JetBlue as a result of such Acceleration. "Accelerate", "Accelerated" and

"Accelerating" have meanings correlative to the foregoing.

            "Accrued Class G Interest" has the meaning specified in Section

3.6(a).

            "Additional Above-Cap Liquidity Facility", "Additional

Certificates", "Additional Equipment Notes", "Additional Liquidity Facility",

"Additional Liquidity Facility Provider", "Additional Policy", "Additional

Policy Provider" , "Additional Primary Liquidity Facility", "Junior Additional

Certificates", "Junior Additional Equipment Notes", "Senior Additional

Certificates" and "Senior Additional Equipment Notes" have the meanings

specified in Section 10.1.

            "Adjusted Fair Market Value" has the meaning specified in the

Indenture.

            "Advance" means any Advance as defined in a Primary Liquidity

Facility.

            "Affiliate" means, with respect to any Person, any other Person

directly or indirectly controlling, controlled by or under common control with

such Person. For the purposes of this definition, "control" means the power,

directly or indirectly, to direct or cause the direction of the management and

policies of such Person whether through the ownership of voting securities or by

contract or otherwise; and the terms "controlling" and "controlled" have

meanings correlative to the foregoing.

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            "applicable Above-Cap Liquidity Provider", "applicable Class",

"applicable Primary Liquidity Facility", "applicable Primary Liquidity

Provider","applicable Policy" , "applicable Policy Provider" and "applicable

Liquidity Facility" are defined in Section 2.1(c). The term "applicable", when

used with respect to a Trust Account, drawing or utilization or with regard to

the application of proceeds applicable to, or in respect of, any Policy or

Liquidity Facility shall have a correlative meaning. When used with respect to

the Senior Trustee or the Junior Trustee, "applicable" means the Trustee in its

capacity as Trustee for the applicable Class of Senior Certificates or Junior

Certificates.

            "Applicable Fraction" means, with respect to any Special

Distribution Date, which is not also a Regular Distribution Date and is not a

Special Distribution Date on which an Overdue Scheduled Payment is being

distributed, a fraction, the numerator of which shall be the amount of principal

of the applicable Equipment Note or Equipment Notes being redeemed, purchased or

prepaid on such Special Distribution Date, and the denominator of which shall be

the aggregate outstanding principal amount of all Equipment Notes.

            "Appraisal" means a Fair Market Value appraisal (which may be a

"desktop" appraisal) performed by any nationally recognized aircraft or aircraft

parts appraiser.

            "Available Amount" means, in respect of any Primary Liquidity

Facility, on any date, the Maximum Available Commitment (as defined in such

Primary Liquidity Facility) on such date.

            "Avoided Payment" with respect to any Policy, has the meaning

assigned to such term in such Policy.

            "Bankruptcy Code" means the United States Bankruptcy Code, 11 U.S.C

Section 101 et seq.

            "Business Day" means any day (i) other than a Saturday or Sunday or

a day on which commercial banks are required or authorized to close in New York,

New York, or, so long as any Certificate is outstanding, the city and state in

which any Trustee, the Subordination Agent or the Mortgagee maintains its

Corporate Trust Office or, solely with respect to draws under any Policy, the

city and state in which the office of the applicable Policy Provider at which

notices, presentations, transmissions, deliveries and communications are to be

made under such Policy is located or the city and state in which the corporate

trust office of the applicable Fiscal Agent is located (ii) that is a day for

trading by and between banks in the London interbank Eurodollar market and (iii)

that, solely with respect to draws under any Liquidity Facility, also is a

"Business Day" as defined in such Liquidity Facility.

            "Capped Interest Rate" (i) means in respect of the Class G-1

Certificates, Capped LIBOR at such time plus 0.23% per annum, and (ii) in

respect of any Class of Additional Certificates has the applicable meaning, if

any, specified in the form of Certificate attached as an Exhibit to the

applicable Trust Agreement for such Class of Certificates; provided, that, in

the case of any Class of Additional Certificates with respect to which the

applicable Equipment Note bears interest at a fixed rate of interest, "Capped

Interest Rate" means such fixed rate of interest.

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            "Capped LIBOR" (i) means in respect of the Class G-1 Certificates,

10.0% per annum, and (ii) in respect of any Class of Additional Certificates has

the applicable meaning, if any, specified in the form of Certificate attached as

an Exhibit to the applicable Trust Agreement for such Class of Certificates.

            "Cash Collateral Account" means any Primary Cash Collateral Account,

or any Above-Cap Collateral Account, as applicable.

            "Certificate" means a Senior Certificate or a Junior Certificate, as

applicable.

            "Certificateholder" means any holder of one or more Certificates.

            "Class" means, in respect of any Certificate, a single class of

Certificates issued pursuant to a Trust Agreement.

            "Class B-1 Certificates" means the Junior Certificates issued on the

Closing Date by the Initial Junior Trust.

            "Class B-1 Trustee" means the Junior Trustee in its capacity as

trustee of the Initial Junior Trust.

            "Class G-1 Certificates" means the Senior Certificates issued on the

Closing Date by the Initial Senior Trust.

            "Class G-1 Trustee" means the Senior Trustee in its capacity as

trustee of the Initial Senior Trust.

            "Closing Date" means November 14, 2006.

            "Code" means the Internal Revenue Code of 1986, as amended from time

to time, and the Treasury Regulations promulgated thereunder.

            "Collateral" has the meaning specified in the Indenture.

            "Collateral Maintenance Agreement" has the meaning specified in the

Indenture.

            "Collection Account" means the Eligible Deposit Account established

by the Subordination Agent pursuant to Section 2.2(a)(i) which the Subordination

Agent shall make deposits in and withdrawals from in accordance with this

Agreement.

            "Consent Period" has the meaning specified in Section 3.5(d).

            "Controlling Party" means the Person entitled to act as such

pursuant to the terms of Section 2.6.

            "Corporate Trust Office" means, with respect to any Trustee, the

Subordination Agent or the Mortgagee, the office of such Person in the city at

which, at any particular time, its corporate trust business shall be principally

administered.

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            "Credit Downgrade", in respect of any Above-Cap Liquidity Provider,

has the meaning specified in its applicable Above-Cap Liquidity Facility.

            "Credit Support Event", in respect of any Above-Cap Liquidity

Provider, has the meaning specified in its applicable Above-Cap Liquidity

Facility.

            "Current Distribution Date" means a Distribution Date specified as a

reference date for calculating the Expected Distributions with respect to the

Certificates of any Trust as of such Distribution Date.

            "Current Fair Market Value", with respect to any Pledged Spare Parts

or Pledged Spare Engines, means the Fair Market Value of such Pledged Spare

Parts or the Adjusted Fair Market Value of such Pledged Spare Engines, as

applicable, determined on the basis of the most recent Appraisal obtained under

Section 4.1(a)(iii) or (iv).

            "Default Period" has the meaning specified in Section 3.6(c).

            "Deficiency Amount" has the meaning specified in Section 3.5(a).

            "Designated Representatives" means the Subordination Agent

Representatives, the Trustee Representatives and the Provider Representatives

identified under Section 2.5.

            "Distribution Date" means a Regular Distribution Date or a Special

Distribution Date.

            "Dollars" or "$" means United States dollars.

            "Downgrade Drawing" has the meaning specified in Section 3.5(c).

            "Downgrade Event", in respect of any Primary Liquidity Facility, has

the meaning assigned to such term in such Primary Liquidity Facility.

            "Downgraded Facility" has the meaning specified in Section 3.5(c).

            "Drawing" means an Interest Drawing, a Final Drawing, a

Non-Extension Drawing or a Downgrade Drawing, as the case may be.

            "DTC" means the Depositary Trust Company.

            "Early Termination Date" , in respect of any Above-Cap Liquidity

Facility, has the meaning assigned to such term in such Above-Cap Liquidity

Facility.

            "Early Termination Fee", in respect of any Policy, has the meaning

assigned to such term in the Policy Fee Letter applicable to such Policy.

            "Election Distribution Date" has the meaning specified in Section

3.6(c).

            "Election Interest Payment" has the meaning specified in Section

3.6(c).

                                        5

            "Eligible Deposit Account" means either (a) a segregated account

with an Eligible Institution or (b) a segregated trust account with the

corporate trust department of a depository institution organized under the laws

of the United States of America or any one of the states thereof or the District

of Columbia (or any U.S. branch of a foreign bank), having corporate trust

powers and acting as trustee for funds deposited in such account, so long as any

of the securities of such depository institution has a long-term unsecured debt

rating of at least A3 from Moody's and a long-term unsecured issuer credit

rating of at least A- from Standard & Poor's. An Eligible Deposit Account may be

maintained with a Primary Liquidity Provider so long as it is an Eligible

Institution; provided that such Primary Liquidity Provider shall have waived all

rights of set-off and counterclaim with respect to such account.

            "Eligible Institution" means (a) the corporate trust department of

the Subordination Agent or any Trustee, as applicable, or (b) a depository

institution organized under the laws of the United States of America or any one

of the states thereof or the District of Columbia (or any U.S. branch of a

foreign bank), which has a long-term unsecured debt rating of at least A3 from

Moody's and a long-term unsecured issuer credit rating of at least A- from

Standard & Poor's.

            "Eligible Investments" means (a) investments in obligations of, or

guaranteed by, the United States Government having maturities no later than 90

days following the date of such investment, (b) investments in open market

commercial paper of any corporation incorporated under the laws of the United

States of America or any state thereof with a short-term unsecured debt rating

issued by Moody's of at least P-1 and a short-term issuer credit rating issued

by Standard & Poor's of at least A-1 having maturities no later than 90 days

following the date of such investment or (c) investments in negotiable

certificates of deposit, time deposits, banker's acceptances, commercial paper

or other direct obligations of, or obligations guaranteed by, commercial banks

organized under the laws of the United States or of any political subdivision

thereof (or any U.S. branch of a foreign bank) with a short-term unsecured debt

rating by Moody's of at least P-1 and a short-term issuer credit rating by

Standard & Poor's of at least A-1, having maturities no later than 90 days

following the date of such investment; provided, however, that (x) all Eligible

Investments that are bank obligations shall be denominated in U.S. dollars; and

(y) the aggregate amount of Eligible Investments at any one time that are bank

obligations issued by any one bank shall not be in excess of 5% of such bank's

capital surplus; provided further that any investment of the types described in

clauses (a), (b) and (c) above may be made through a repurchase agreement in

commercially reasonable form with a bank or other financial institution

qualifying as an Eligible Institution so long as such investment is held by a

third party custodian also qualifying as an Eligible Institution; provided

further, however, that in the case of any Eligible Investment issued by a

domestic branch of a foreign bank, the income from such investment shall be from

sources within the United States for purposes of the Code. Notwithstanding the

foregoing, no investment of the types described in clause (b) above which is

issued or guaranteed by JetBlue or any of its Affiliates, and no investment in

the obligations of any one bank in excess of $10,000,000, shall be an Eligible

Investment unless written approval has been obtained from the Leading Policy

Provider and a Ratings Confirmation shall have been received with respect to the

making of such investment.

            "Equipment Note" means, at any time, each Senior Equipment Note and

each Junior Equipment Note, and in each case, any Equipment Note issued in

exchange therefor or

                                        6

replacement thereof pursuant to the terms of the Indenture. "Equipment Notes"

has a correlative meaning.

            "Excess Reimbursement Obligations" means with respect to a Policy

(a) in the event of any Policy Provider Election in relation to such Policy, the

portion of all Policy Provider Obligations owed to the Policy Provider that

issued such Policy that represents, when added to that portion of all Liquidity

Obligations owed to the applicable Primary Liquidity Provider that represents,

interest on the applicable Senior Equipment Note, in excess of 24 months of

interest at the interest rate(s) applicable to such Senior Equipment Note, (b)

any interest on such Liquidity Obligations paid by such Policy Provider to such

Primary Liquidity Provider in respect of the period from and after the end of

the 24-month period referred to in Section 3.6(c) hereof and (c) interest on

Policy Drawings under such Policy as set forth in the applicable Policy Provider

Agreement (other than any such interest that constitutes a Policy Provider

Obligation in relation to such Policy).

            "Expected Distributions" means, with respect to the Certificates of

any Trust on any Current Distribution Date, the sum of (x) accrued and unpaid

interest on the outstanding Pool Balance of such Certificates and (y) the

difference between (A) the Pool Balance of such Certificates as of the

immediately preceding Distribution Date (or, if the Current Distribution Date is

the first Distribution Date, the Pool Balance as of the original issuance date

of such Certificates ) and (B) the Pool Balance of such Certificates as of the

Current Distribution Date calculated on the basis that (i) the principal of any

Performing Equipment Note held in such Trust has been paid when due (whether at

stated maturity, upon redemption, prepayment, purchase, Acceleration or

otherwise) and such payments have been distributed to the holders of such

Certificates, (ii) the principal of any Non-Performing Equipment Note held in

such Trust has been paid in full and such payments have been distributed to the

holders of such Certificates and (iii) the principal of any Equipment Note

formerly held in such Trust that has been sold pursuant to the terms hereof has

been paid in full and such payments have been distributed to the holders of such

Certificates. For purposes of calculating Expected Distributions with respect to

the Certificates of any Trust, any Premium paid on the Equipment Notes held in

such Trust which has not been distributed to the Certificateholders of such

Trust (other than such Premium or a portion thereof applied to the payment of

interest on the Certificates of such Trust or the reduction of the Pool Balance

of such Trust) shall be added to the amount of such Expected Distributions. For

the purposes of the application of any Special Payment in accordance with

Section 3.2 hereof, clause (x) of this definition shall be deemed to read as

follows: "(x) accrued, due and unpaid interest on the outstanding Pool Balance

of such Certificates together with (without duplication) accrued and unpaid

interest on a portion of the outstanding Pool Balance of such Certificates equal

to the outstanding principal amount of the Equipment Notes held in such Trust

and being redeemed, purchased or prepaid (immediately prior to such redemption,

purchase or prepayment)."

            "Expiry Date" in respect of any Primary Liquidity Facility, has the

meaning set forth in such Primary Liquidity Facility.

            "Fair Market Value" has the meaning specified in the Indenture.

                                        7

            "Fee Letter" means any fee letter entered into between the

Subordination Agent and a Liquidity Provider. "Fee Letters" has a correlative

meaning.

            "Final Disposition" has the meaning specified in Section 3.6(b).

            "Final Distributions" means, with respect to the Certificates of any

Trust on any Distribution Date, the sum of (x) the aggregate amount of all

accrued and unpaid interest on such Certificates and (y) the Pool Balance of

such Certificates as of the immediately preceding Distribution Date. For

purposes of calculating Final Distributions with respect to the Certificates of

any Trust, any Premium paid on the Equipment Notes held in such Trust which has

not been distributed to the Certificateholders of such Trust (other than such

Premium or a portion thereof applied to the payment of interest on the

Certificates of such Trust or the reduction of the Pool Balance of such Trust)

shall be added to the amount of such Final Distributions.

            "Final Drawing" has the meaning assigned to such term in Section

3.5(i).

            "Final Legal Distribution Date" means, with respect to any Class of

Certificates, the date specified as such in the form of Certificate attached as

an Exhibit to the applicable Trust Agreement.

            "Final Order" with respect to any Policy, has the meaning assigned

to such term in such Policy.

            "Fiscal Agent" in respect of any Policy, has the meaning assigned to

such term in such Policy. "Fiscal Agents" has a correlative meaning.

            "Indenture" means the Trust Indenture and Mortgage, dated as of

November 14, 2006, entered into by the Mortgagee and JetBlue, as the same may be

amended, supplemented or otherwise modified from time to time in accordance with

its terms.

            "Indenture Default" means an "Event of Default" , as such term is

defined in the Indenture.

            "Individual Drawn Percentage" means, as of any date, with respect to

an Interest Drawing under a Primary Liquidity Facility or a withdrawal from a

Primary Cash Collateral Account pursuant to Section 3.5(f)(i)(A), (ii)(A) or

(iii)(A), a fraction (x) the numerator of which is the outstanding amount of

such Interest Drawing or such withdrawal as of such date and (y) the denominator

of which is the applicable Required Amount as of the date of such Interest

Drawing or withdrawal, calculated in accordance with clause (i) of the

definition of "Required Amount" as of the date of such Interest Drawing or such

withdrawal and on the basis of the lower of the applicable Stated Interest Rate

and the applicable Capped Interest Rate as of the date of such Interest Drawing

or such withdrawal, as the case may be. Repayments of Interest Drawings or such

withdrawals shall be deemed to have been made in the order in which such

Interest Drawings or withdrawals were made.

            "Initial Above-Cap Liquidity Facility" means the irrevocable

interest rate cap agreement pursuant to the ISDA Master Agreement, dated as of

the date hereof, between the Subordination Agent, as agent and trustee for the

Initial Senior Trust, and the initial Above-Cap

                                        8

Liquidity Provider, together with the Schedule and Confirmation attached

thereto, relating to the Class G-1 Certificates, as from time to time amended,

supplemented or modified.

            "Initial Certificates" means the Class G-1 Certificates and the

Class B-1 Certificates, being issued on the Closing Date.

            "Initial Note Purchase Agreement" means the Note Purchase Agreement,

dated as of November 14, 2006, among JetBlue, each Trustee, the Subordination

Agent and the Mortgagee.

            "Initial Policy" has the meaning specified in the definition of

"Policy".

            "Initial Policy Provider" means MBIA Insurance Corporation.

            "Initial Primary Liquidity Facility" means the Revolving Credit

Agreement, dated as of November 14, 2006, between the Subordination Agent, as

agent and trustee for the Initial Senior Trust, and the initial Primary

Liquidity Provider, as from time to time amended, supplemented or modified.

            "Initial Senior Trust" is defined in the definition of "Senior

Trust."

            "Initial Underwriting Agreement" means the Underwriting Agreement,

dated as of November 7, 2006, between Morgan Stanley & Co. Incorporated (as

representative of the several underwriters) and JetBlue pertaining to the

Initial Certificates.

            "Insured Primary Liquidity Facility" is defined in Section 3.6(d).

            "Insured Primary Liquidity Provider" means the provider of any

Insured Primary Liquidity Facility.

            "Insured Senior Certificates" has the meaning specified in Section

3.6(a) hereof.

            "Interest Drawing" has the meaning specified in Section 3.5(a).

            "Interest Payment Date" means each date on which interest is due and

payable under a Primary Liquidity Facility on a Downgrade Drawing, Non-Extension

Drawing or Final Drawing thereunder, other than any such date on which interest

is due and payable under such Primary Liquidity Facility only on an Applied

Provider Advance (as such term is defined in such Primary Liquidity Facility).

            "Interest Period" has the meaning specified in the Indenture.

            "Investment Earnings" means investment earnings on funds on deposit

in the Trust Accounts net of losses and investment expenses of the Subordination

Agent in making such investments.

            "JetBlue" means JetBlue Airways Corporation, a Delaware corporation,

and its successors and assigns.

                                        9

            "JetBlue Bankruptcy Event" means the occurrence and continuation of

any of the following:

            (a)   JetBlue shall consent to the appointment of or the taking of

      possession by a receiver, trustee or liquidator of itself or of a

      substantial part of its property, or JetBlue shall admit in writing its

      inability to pay its debts generally as they come due, or does not pay its

      debts generally as they become due or shall make a general assignment for

      the benefit of creditors, or JetBlue shall file a voluntary petition in

      bankruptcy or a voluntary petition or an answer seeking reorganization,

      liquidation or other relief in a case under any bankruptcy laws or other

      insolvency laws (as in effect at such time) or an answer admitting the

      material allegations of a petition filed against JetBlue in any such case,

      or JetBlue shall seek relief by voluntary petition, answer or consent,

      under the provisions of any other bankruptcy or other similar law

      providing for the reorganization or winding-up of corporations (as in

      effect at such time) or JetBlue shall seek an agreement, composition,

      extension or adjustment with its creditors under such laws, or JetBlue's

      board of directors shall adopt a resolution authorizing corporate action

      in furtherance of any of the foregoing; or

            (b)   an order, judgment or decree shall be entered by any court of

      competent jurisdiction appointing, without the consent of JetBlue, a

      receiver, trustee or liquidator of JetBlue or of any substantial part of

      its property, or any substantial part of the property of JetBlue shall be

      sequestered, or granting any other relief in respect of JetBlue as a

      debtor under any bankruptcy laws or other insolvency laws (as in effect at

      such time), and any such order, judgment or decree of appointment or

      sequestration shall remain in force undismissed, unstayed and unvacated

      for a period of 60 days after the date of entry thereof; or

            (c)   a petition against JetBlue in a case under any bankruptcy laws

      or other insolvency laws (as in effect at such time) is filed and not

      withdrawn or dismissed within 60 days thereafter, or if, under the

      provisions of any law providing for reorganization or winding-up of

      corporations which may apply to JetBlue, any court of competent

      jurisdiction assumes jurisdiction, custody or control of JetBlue or of any

      substantial part of its property and such jurisdiction, custody or control

      remains in force unrelinquished, unstayed and unterminated for a period of

      60 days.

            "JetBlue Provisions" has the meaning specified in Section 9.1(a).

            "Junior Certificateholder" means, at any time, any holder of one or

more Junior Certificates.

            "Junior Certificates" means the certificates issued by a Junior

Trust holding a Junior Equipment Note, substantially in the form of Exhibit A to

the applicable Junior Trust Agreement, and authenticated by the Junior Trustee,

representing fractional undivided interests in such Junior Trust, and any

certificates issued in exchange therefor or replacement thereof pursuant to the

terms of the applicable Junior Trust Agreement.

                                       10

            "Junior Equipment Note" means each Series B-1 Equipment Note and

each Equipment Note issued after the Closing Date which is designated as a

"Series B" Equipment Note, and any such Equipment Note issued in exchange

therefor or replacement thereof pursuant to the terms of the Indenture.

            "Junior Trust" means (i) the JetBlue Airways (Spare Parts) B-1 Pass

Through Trust (the "INITIAL JUNIOR TRUST") and (ii) each subsequent JetBlue

Airways (Spare Parts) Pass Through Trust Class B created and administered

pursuant to a Junior Trust Agreement, as contemplated by Article X.

            "Junior Trust Agreement" means (i) the JetBlue Airways (Spare Parts)

B-1 Pass Through Trust Agreement (Spare Parts), dated as of November 14, 2006,

pertaining to the Class B-1 Certificates and (ii) each subsequent JetBlue

Airways Pass (Spare Parts) Through Trust Agreement pertaining to subsequent

Class of Junior Certificates, in each case as the same may be amended,

supplemented or otherwise modified from time to time in accordance with its

terms. "Junior Trust Agreements" has a correlative meaning.

            "Junior Trustee" means WTC, not in its individual capacity except as

expressly set forth in the Junior Trust Agreements, but solely as trustee under

each of the Junior Trust Agreements, together with any successor trustee

appointed pursuant thereto.

            "Leading Policy Provider" has the meaning specified in Section

2.6(b).

            "Lending Office" in respect of any Primary Liquidity Provider, has

the meaning set forth in the applicable Primary Liquidity Facility.

            "LIBOR" in respect of any Class of Certificates, has the meaning

specified in the Reference Agency Agreement.

            "Lien" means any mortgage, pledge, lien, charge, claim, disposition

of title, encumbrance, lease, sublease, sub-sublease or security interest of any

kind, including, without limitation, any thereof arising under any conditional

sales or other title retention agreement.

            "Liquidity Event of Default", in respect of any Primary Liquidity

Facility, has the meaning assigned to such term in such Primary Liquidity

Facility.

            "Liquidity Expenses" means, in respect of any Primary Liquidity

Facility, all Liquidity Obligations in respect of such Primary Liquidity

Facility other than (i) the principal amount of any Drawings under such Primary

Liquidity Facility and (ii) any interest accrued on any Liquidity Obligations in

respect of such Primary Liquidity Facility.

            "Liquidity Facility" means, at any time, any Primary Liquidity

Facility or Above-Cap Liquidity Facility, as applicable. "Liquidity Facilities"

has a correlative meaning.

            "Liquidity Guarantee" means in respect of any Above-Cap Liquidity

Facility, any guarantee of the applicable Above Cap Liquidity Provider's

obligations under such Above-Cap Liquidity Facility.

                                       11

            "Liquidity Guarantor" means the obligor on the applicable Liquidity

Guarantee.

            "Liquidity Obligations" means, in respect of any Primary Liquidity

Facility, all principal, interest, fees and other amounts owing to the

applicable Primary Liquidity Provider under such Primary Liquidity Facility,

Section 8.1 of the applicable Note Purchase Agreement or the applicable Fee

Letters.

            "Liquidity Provider" means, at any time, a Primary Liquidity

Provider or Above-Cap Liquidity Provider, as applicable. "Liquidity Providers"

has a correlative meaning.

            "Liquidity Provider Reimbursement Date" means (x) in respect of any

Insured Primary Liquidity Facility: the Business Day which is the earliest to

occur of (i) the date on which an Interest Drawing shall have been made under

such Insured Primary Liquidity Facility and remains unreimbursed for 24 months,

(ii) the date on which any Downgrade Drawing, Non-Extension Drawing or Final

Drawing under such Insured Primary Liquidity Facility that was deposited into

the applicable Primary Cash Collateral Account shall have been applied to pay

any scheduled payment of interest on the applicable Class of Senior Certificates

and remains unreplenished to such Primary Cash Collateral Account or

unreimbursed to the applicable Insured Primary Liquidity Provider, as the case

may be, for 24 months and (iii) the date on which all of the Equipment Notes

have been Accelerated and continue to be Non-Performing Equipment Notes for 24

months (in each case in clauses (i), (ii) and (iii), disregarding any

reimbursements from payments by the Policy Provider(s) and from any Special

Payment constituting proceeds from the sale of Equipment Notes or Collateral

during such 24-month period); and (y) with respect to any other Primary

Liquidity Facility, the date, calculated as provided above but with the time

periods being 36 months instead of 24 months.

            "Mandatory Termination Event" has the meaning specified in Section

3.5(c)(iv).

            "Minimum Sale Price" means, with respect to (a) any Pledged Spare

Parts or Pledged Spare Engines proposed to be sold, 75% of the aggregate Current

Fair Market Value of such Pledged Spare Parts or the Adjusted Fair Market Value

of such Pledged Spare Engines, as applicable and (b) the Equipment Notes, the

lesser of (i) 75% of the Current Fair Market Value of all Pledged Spare Parts or

the Adjusted Fair Market Value of all Pledged Spare Engines then subject to the

Lien of the Indenture and (ii) the aggregate outstanding principal amount of the

Equipment Notes, plus accrued and unpaid interest thereon.

            "Moody's" means Moody's Investors Service, Inc.

            "Mortgagee" has the meaning specified in the Indenture.

            "Non-Controlling Party" means, at any time, any Trustee, Liquidity

Provider or Policy Provider which is not the Controlling Party at such time.

            "Non-Extended Facility" has the meaning specified in Section 3.5(d).

            "Non-Extension Drawing" has the meaning specified in Section 3.5(d).

                                       12

            "Non-Performing Equipment Note" means an Equipment Note that is not

a Performing Equipment Note.

            "Note Holder" has the meaning specified in the Indenture.

            "Note Purchase Agreement" means (i) the Initial Note Purchase

Agreement; and (ii) each other Note Purchase Agreement among JetBlue, the

applicable Trustee(s), the Subordination Agent and the Mortgagee, entered into

pursuant to Section 10.2 in connection with the issuance of Additional Equipment

Notes pursuant to Section 11.02 of the Indenture and the corresponding issuance,

sale and delivery of one or more Class(es) of Additional Certificates, in each

case as amended, supplemented or otherwise modified from time to time in

accordance with its terms.

            "Notice of Avoided Payment" has the meaning assigned to such term in

the applicable Policy.

            "Notice for Payment" means a Notice of Nonpayment as such term is

defined in the applicable Policy.

            "Officer's Certificate" of any Person means a certification signed

by a Responsible Officer of such Person.

            "Operative Agreements" means this Agreement, the Liquidity

Facilities, the Liquidity Guarantees, the Policies, the Policy Provider

Agreements, the Policy Fee Letters, the Indenture, the Collateral Maintenance

Agreement, the Trust Agreements, the Underwriting Agreements, the Fee Letters,

the Reference Agency Agreements, the Note Purchase Agreements, the Equipment

Notes and the Certificates, together with all exhibits and schedules included

with any of the foregoing.

            "Outstanding" means, when used with respect to each Class of

Certificates, as of the date of determination, all Certificates of such Class

theretofore authenticated and delivered under the related Trust Agreement,

except:

            (i)     Certificates of such Class theretofore canceled by the

      Registrar (as defined in such Trust Agreement) or delivered to the Trustee

      thereunder or such Registrar for cancellation;

            (ii)    Certificates of such Class for which money in the full

      amount required to make the Final Distributions with respect to such

      Certificates pursuant to Section 11.01 of such Trust Agreement has been

      theretofore deposited with the related Trustee in trust for the holders of

      such Certificates as provided in Section 4.01 of such Trust Agreement

      pending distribution of such money to such Certificateholders pursuant to

      such Final Distributions payment; and

            (iii)   Certificates of such Class in exchange for or in lieu of

      which other Certificates have been authenticated and delivered pursuant to

      such Trust Agreement;

                                       13

provided, however, that in determining whether the holders of the requisite

Outstanding amount of such Certificates have given any request, demand,

authorization, direction, notice, consent or waiver hereunder, any Certificates

owned by JetBlue or any of its Affiliates shall be disregarded and deemed not to

be Outstanding, except that, in determining whether such Trustee shall be

protected in relying upon any such request, demand, authorization, direction,

notice, consent or waiver, only Certificates that such Trustee knows to be so

owned shall be so disregarded. Certificates so owned that have been pledged in

good faith may be regarded as Outstanding if the pledgee establishes to the

satisfaction of the applicable Trustee the pledgee's right so to act with

respect to such Certificates and that the pledgee is not JetBlue or any of its

Affiliates.

            "Overdue Scheduled Payment" means any Scheduled Payment which is not

in fact received by the Subordination Agent within five days after the Scheduled

Payment Date relating thereto.

            "Payee" has the meaning specified in Section 2.4(c).

            "Payment Default" has the meaning specified in the Indenture.

            "Performing Equipment Note" means an Equipment Note with respect to

which no Payment Default has occurred and is continuing (without giving effect

to any Acceleration); provided that in the event of a bankruptcy proceeding

under the Bankruptcy Code in which JetBlue is a debtor any Payment Default

existing during the 60-day period under Section 1110(a)(2)(A) of the Bankruptcy

Code (or such longer period as may apply under Section 1110(b) of the Bankruptcy

Code or as may apply for the cure of such Payment Default under Section

1110(a)(2)(B) of the Bankruptcy Code) shall not be taken into consideration

until the expiration of the applicable period.

            "Person" means any individual, corporation, partnership, joint

venture, association, limited liability company, joint-stock company, trust,

trustee, unincorporated organization or government or any agency or political

subdivision thereof.

            "Pledged Spare Parts" has the meaning assigned to such term in the

Indenture.

            "Policy" means (i) the Financial Guaranty Insurance Policy, Policy

No. 487110 issued as of the Closing Date with respect to the Class G-1

Certificates (the "Initial Policy"); and (ii) each Additional Policy, in each

case as amended, supplemented or otherwise modified from time to time in

accordance with its terms.

            "Policy Account" means, in respect of any Policy, a separate

Eligible Deposit Account established by the Subordination Agent pursuant to

Section 2.2(a)(iv) which the Subordination Agent shall make deposits in and

withdrawals from in accordance with this Agreement.

            "Policy Drawing" means, in respect of any Policy, any payment of a

claim under such Policy.

            "Policy Expenses" means, in respect of any Policy, all amounts

(including amounts in respect of premiums, fees, expenses or indemnities) due to

the applicable Policy

                                       14

Provider under the applicable Policy Provider Agreement or Note Purchase

Agreement other than (i) any amounts due under the applicable Policy Fee Letter,

(ii) the amount of any Excess Reimbursement Obligations in respect of such

Policy, (iii) any Policy Drawing under such Policy, (iv) any interest accrued on

any Policy Provider Obligations in respect of such Policy, (v) any amounts that

the applicable Policy Provider is entitled to receive by virtue of the

subrogation rights of such Policy Provider hereunder and (vi) reimbursement of

and interest on the Liquidity Obligations in respect of the applicable Primary

Liquidity Facility paid by such Policy Provider to the applicable Primary

Liquidity Provider; provided that if, at the time of determination, a Policy

Provider Default in respect of such Policy exists, Policy Expenses shall not

include any indemnity payments owed to the applicable Policy Provider.

            "Policy Fee Letter" means in respect of any Policy the fee letter,

dated the date of delivery of such Policy from the applicable Policy Provider to

JetBlue and acknowledged by the Subordination Agent, setting forth the fees and

premiums payable with respect to such Policy.

            "Policy Provider" means, in respect of any Policy, the provider

thereof, and its successors and permitted assigns. "Policy Providers" has a

correlative meaning.

            "Policy Provider Agreement" means, in respect of any Policy, the

agreement between JetBlue and the applicable Policy Provider pursuant to which

such Policy was issued, as amended, supplemented or otherwise modified from time

to time in accordance with its terms.

            "Policy Provider Amounts" means, in respect of any Policy, all

Policy Provider Obligations, Policy Expenses, amounts due under the Policy Fee

Letter (excluding any Early Termination Fee and without duplication of any

Policy Provider Obligations or Policy Expenses) and Excess Reimbursement

Obligations, in each case, in respect of such Policy.

            "Policy Provider Default" means, in respect of any Policy Provider

and its applicable Policy, the occurrence of any of the following events: (a)

such Policy Provider fails to make a payment required under such Policy in

accordance with its terms and such failure remains unre