MASTER AGREEMENT

                                                                     Exhibit 4.4

(MULTICURRENCY--CROSS BORDER)

                                 [ISDA(R) LOGO]

                  International Swap Dealers Association, Inc.

                                MASTER AGREEMENT

                          dated as of November 14, 2006

                                     between

MORGAN STANLEY CAPITAL SERVICES INC. ("PARTY A")    and   WILMINGTON TRUST COMPANY ("PARTY B"),

                                                          in its capacity as Subordination Agent on

                                                          behalf of the Trustee under the JetBlue

                                                          Airways (Spare Parts) G-1 Pass Through

                                                          Trust

have entered and/or anticipate entering into one or more transactions (each a

"Transaction") that are or will be governed by this Master Agreement, which

includes the schedule (the "Schedule"), and the documents and other confirming

evidence (each a "Confirmation") exchanged between the parties confirming those

Transactions. Accordingly, the parties agree as follows:

1.   INTERPRETATION

(a) DEFINITIONS. The terms defined in Section 14 and in the Schedule will have

the meanings therein specified for the purpose of this Master Agreement.

(b) INCONSISTENCY. In the event of any inconsistency between the provisions of

the Schedule and the other provisions of this Master Agreement, the Schedule

will prevail. In the event of any inconsistency between the provisions of any

Confirmation and this Master Agreement (including the Schedule), such

Confirmation will prevail for the purpose of the relevant Transaction.

(c) SINGLE AGREEMENT. All Transactions are entered into in reliance on the fact

that this Master Agreement and all Confirmations form a single agreement between

the parties (collectively referred to as this "Agreement"), and the parties

would not otherwise enter into any Transactions.

2.   OBLIGATIONS

(a) GENERAL CONDITIONS.

     (i) Each party will make each payment or delivery specified in each

     Confirmation to be made by it, subject to the other provisions of this

     Agreement.

     (ii) Payments under this Agreement will be made on the due date for value

     on that date in the place of the account specified in the relevant

     Confirmation or otherwise pursuant to this Agreement, in freely

     transferable funds and in the manner customary for payments in the required

     currency. Where settlement is by delivery (that is, other than by payment),

     such delivery will be made for receipt on the due date in the manner

     customary for the relevant obligation unless otherwise specified in the

     relevant Confirmation or elsewhere in this Agreement.

     (iii) Each obligation of each party under Section 2(a)(i) is subject to (1)

     the condition precedent that no Event of Default or Potential Event of

     Default with respect to the other party has occurred and is continuing, (2)

     the condition precedent that no Early Termination Date in respect of the

     relevant Transaction has occurred or been effectively designated and (3)

     each other applicable condition precedent specified in this Agreement.

(b) CHANGE OF ACCOUNT. Either party may change its account for receiving a

payment or delivery by giving notice to the other party at least five Local

Business Days prior to the scheduled date for the payment or delivery to which

such change applies unless such other party gives timely notice of a reasonable

objection to such change.

(c) NETTING. If on any date amounts would otherwise be payable:--

     (i)  in the same currency; and

     (ii) in respect of the same Transaction,

by each party to the other, then, on such date, each party's obligation to make

payment of any such amount will be automatically satisfied and discharged and,

if the aggregate amount that would otherwise have been payable by one party

exceeds the aggregate amount that would otherwise have been payable by the other

party, replaced by an obligation upon the party by whom the larger aggregate

amount would have been payable to pay to the other party the excess of the

larger aggregate amount over the smaller aggregate amount.

The parties may elect in respect of two or more Transactions that a net amount

will be determined in respect of all amounts payable on the same date in the

same currency in respect of such Transactions, regardless of whether such

amounts are payable in respect of the same Transaction. The election may be made

in the Schedule or a Confirmation by specifying that subparagraph (ii) above

will not apply to the Transactions identified as being subject to the election,

together with the starting date (in which case subparagraph (ii) above will not,

or will cease to, apply to such Transactions from such date). This election may

be made separately for different groups of Transactions and will apply

separately to each pairing of Offices through which the parties make and receive

payments or deliveries.

(d) DEDUCTION OR WITHHOLDING FOR TAX.

     (i) GROSS-UP. All payments under this Agreement will be made without any

     deduction or withholding for or on account of any Tax unless such deduction

     or withholding is required by any applicable law, as modified by the

     practice of any relevant governmental revenue authority, then in effect. If

     a party is so required to deduct or withhold, then that party ("X") will:--

          (1) promptly notify the other party ("Y") of such requirement;

          (2) pay to the relevant authorities the full amount required to be

          deducted or withheld (including the full amount required to be

          deducted or withheld from any additional amount paid by X to Y under

          this Section 2(d)) promptly upon the earlier of determining that such

          deduction or withholding is required or receiving notice that such

          amount has been assessed against Y;

          (3) promptly forward to Y an official receipt (or a certified copy),

          or other documentation reasonably acceptable to Y, evidencing such

          payment to such authorities; and

          (4) if such Tax is an Indemnifiable Tax, pay to Y, in addition to the

          payment to which Y is otherwise entitled under this Agreement, such

          additional amount as is necessary to ensure that the net amount

          actually received by Y (free and clear of Indemnifiable Taxes, whether

          assessed against X or Y) will equal the full amount Y would have

          received had no such deduction or withholding been required. However,

          X will not be required to pay any additional amount to Y to the extent

          that it would not be required to be paid but for:--

               (A) the failure by Y to comply with or perform any agreement

               contained in Section 4(a)(i), 4(a)(iii) or 4(d); or

               (B) the failure of a representation made by Y pursuant to Section

               3(f) to be accurate and true unless such failure would not have

               occurred but for (I) any action taken by a taxing authority, or

               brought in a court of competent jurisdiction, on or after the

               date on which a Transaction is entered into (regardless of

               whether such action is taken or brought with respect to a party

               to this Agreement) or (II) a Change in Tax Law.

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     (ii) LIABILITY. If: --

          (1) X is required by any applicable law, as modified by the practice

          of any relevant governmental revenue authority, to make any deduction

          or withholding in respect of which X would not be required to pay an

          additional amount to Y under Section 2(d)(i)(4);

          (2) X does not so deduct or withhold; and

          (3) a liability resulting from such Tax is assessed directly

          against X,

     then, except to the extent Y has satisfied or then satisfies the liability

     resulting from such Tax, Y will promptly pay to X the amount of such

     liability (including any related liability for interest, but including any

     related liability for penalties only if Y has failed to comply with or

     perform any agreement contained in Section 4(a)(i), 4(a)(iii) or 4(d)).

(e) DEFAULT INTEREST; OTHER AMOUNTS. Prior to the occurrence or effective

designation of an Early Termination Date in respect of the relevant Transaction,

a party that defaults in the performance of any payment obligation will, to the

extent permitted by law and subject to Section 6(c), be required to pay interest

(before as well as after judgment) on the overdue amount to the other party on

demand in the same currency as such overdue amount, for the period from (and

including) the original due date for payment to (but excluding) the date of

actual payment, at the Default Rate. Such interest will be calculated on the

basis of daily compounding and the actual number of days elapsed. If, prior to

the occurrence or effective designation of an Early Termination Date in respect

of the relevant Transaction, a party defaults in the performance of any

obligation required to be settled by delivery, it will compensate the other

party on demand if and to the extent provided for in the relevant Confirmation

or elsewhere in this Agreement.

3.   REPRESENTATIONS

Each party represents to the other party (which representations will be deemed

to be repeated by each party on each date on which a Transaction is entered into

and, in the case of the representations in Section 3(f), at all times until the

termination of this Agreement) that:--

(a)  BASIC REPRESENTATIONS.

     (i) STATUS. It is duly organised and validly existing under the laws of the

     jurisdiction of its organisation or incorporation and, if relevant under

     such laws, in good standing;

     (ii) POWERS. It has the power to execute this Agreement and any other

     documentation relating to this Agreement to which it is a party, to deliver

     this Agreement and any other documentation relating to this Agreement that

     it is required by this Agreement to deliver and to perform its obligations

     under this Agreement and any obligations it has under any Credit Support

     Document to which it is a party and has taken all necessary action to

     authorise such execution, delivery and performance;

     (iii) NO VIOLATION OR CONFLICT. Such execution, delivery and performance do

     not violate or conflict with any law applicable to it, any provision of its

     constitutional documents, any order or judgment of any court or other

     agency of government applicable to it or any of its assets or any

     contractual restriction binding on or affecting it or any of its assets;

     (iv) CONSENTS. All governmental and other consents that are required to

     have been obtained by it with respect to this Agreement or any Credit

     Support Document to which it is a party have been obtained and are in full

     force and effect and all conditions of any such consents have been complied

     with; and

     (v) OBLIGATIONS BINDING. Its obligations under this Agreement and any

     Credit Support Document to which it is a party constitute its legal, valid

     and binding obligations, enforceable in accordance with their respective

     terms (subject to applicable bankruptcy, reorganisation, insolvency,

     moratorium or similar laws affecting creditors' rights generally and

     subject, as to enforceability, to equitable principles of general

     application (regardless of whether enforcement is sought in a proceeding in

     equity or at law)).

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(b) ABSENCE OF CERTAIN EVENTS. No Event of Default or Potential Event of Default

or, to its knowledge, Termination Event with respect to it has occurred and is

continuing and no such event or circumstance would occur as a result of its

entering into or performing its obligations under this Agreement or any Credit

Support Document to which it is a party.

(c) ABSENCE OF LITIGATION. There is not pending or, to its knowledge, threatened

against it or any of its Affiliates any action, suit or proceeding at law or in

equity or before any court, tribunal, governmental body, agency or official or

any arbitrator that is likely to affect the legality, validity or enforceability

against it of this Agreement or any Credit Support Document to which it is a

party or its ability to perform its obligations under this Agreement or such

Credit Support Document.

(d) ACCURACY OF SPECIFIED INFORMATION. All applicable information that is

furnished in writing by or on behalf of it to the other party and is identified

for the purpose of this Section 3(d) in the Schedule is, as of the date of the

information, true, accurate and complete in every material respect.

(e) PAYER TAX REPRESENTATION. Each representation specified in the Schedule as

being made by it for the purpose of this Section 3(e) is accurate and true.

(f) PAYEE TAX REPRESENTATIONS. Each representation specified in the Schedule as

being made by it for the purpose of this Section 3(f) is accurate and true.

4.   AGREEMENTS

Each party agrees with the other that, so long as either party has or may have

any obligation under this Agreement or under any Credit Support Document to

which it is a party:--

(a) FURNISH SPECIFIED INFORMATION. It will deliver to the other party or, in

certain cases under subparagraph (iii) below, to such government or taxing

authority as the other party reasonably directs:--

     (i) any forms, documents or certificates relating to taxation specified in

     the Schedule or any Confirmation;

     (ii) any other documents specified in the Schedule or any Confirmation; and

     (iii) upon reasonable demand by such other party, any form or document that

     may be required or reasonably requested in writing in order to allow such

     other party or its Credit Support Provider to make a payment under this

     Agreement or any applicable Credit Support Document without any deduction

     or withholding for or on account of any Tax or with such deduction or

     withholding at a reduced rate (so long as the completion, execution or

     submission of such form or document would not materially prejudice the

     legal or commercial position of the party in receipt of such demand), with

     any such form or document to be accurate and completed in a manner

     reasonably satisfactory to such other party and to be executed and to be

     delivered with any reasonably required certification, in each case by the

     date specified in the Schedule or such Confirmation or, if none is

     specified, as soon as reasonably practicable.

(b) MAINTAIN AUTHORISATIONS. It will use all reasonable efforts to maintain in

full force and effect all consents of any governmental or other authority that

are required to be obtained by it with respect to this Agreement or any Credit

Support Document to which it is a party and will use all reasonable efforts to

obtain any that may become necessary in the future.

(c) COMPLY WITH LAWS. It will comply in all material respects with all

applicable laws and orders to which it may be subject if failure so to comply

would materially impair its ability to perform its obligations under this

Agreement or any Credit Support Document to which it is a party.

(d) TAX AGREEMENT. It will give notice of any failure of a representation made

by it under Section 3(f) to be accurate and true promptly upon learning of such

failure.

(e) PAYMENT OF STAMP TAX. Subject to Section 11, it will pay any Stamp Tax

levied or imposed upon it or in respect of its execution or performance of this

Agreement by a jurisdiction in which it is incorporated,

                                                                    ISDA(R) 1992

                                        4

organised, managed and controlled, or considered to have its seat, or in which a

branch or office through which it is acting for the purpose of this Agreement is

located ("Stamp Tax Jurisdiction") and will indemnify the other party against

any Stamp Tax levied or imposed upon the other party or in respect of the other

party's execution or performance of this Agreement by any such Stamp Tax

Jurisdiction which is not also a Stamp Tax Jurisdiction with respect to the

other party.

5.   EVENTS OF DEFAULT AND TERMINATION EVENTS

(a) EVENTS OF DEFAULT. The occurrence at any time with respect to a party or, if

applicable, any Credit Support Provider of such party or any Specified Entity of

such party of any of the following events constitutes an event of default (an

"Event of Default") with respect to such party:--

     (i) FAILURE TO PAY OR DELIVER. Failure by the party to make, when due, any

     payment under this Agreement or delivery under Section 2(a)(i) or 2(e)

     required to be made by it if such failure is not remedied on or before the

     third Local Business Day after notice of such failure is given to the

     party;

     (ii) BREACH OF AGREEMENT. Failure by the party to comply with or perform

     any agreement or obligation (other than an obligation to make any payment

     under this Agreement or delivery under Section 2(a)(i) or 2(e) or to give

     notice of a Termination Event or any agreement or obligation under Section

     4(a)(i), 4(a)(iii) or 4(d)) to be complied with or performed by the party

     in accordance with this Agreement if such failure is not remedied on or

     before the thirtieth day after notice of such failure is given to the

     party;

     (iii) CREDIT SUPPORT DEFAULT.

          (1) Failure by the party or any Credit Support Provider of such party

          to comply with or perform any agreement or obligation to be complied

          with or performed by it in accordance with any Credit Support Document

          if such failure is continuing after any applicable grace period has

          elapsed;

          (2) the expiration or termination of such Credit Support Document or

          the failing or ceasing of such Credit Support Document to be in full

          force and effect for the purpose of this Agreement (in either case

          other than in accordance with its terms) prior to the satisfaction of

          all obligations of such party under each Transaction to which such

          Credit Support Document relates without the written consent of the

          other party; or

          (3) the party or such Credit Support Provider disaffirms, disclaims,

          repudiates or rejects, in whole or in part, or challenges the validity

          of, such Credit Support Document;

     (iv) MISREPRESENTATION. A representation (other than a representation under

     Section 3(e) or (f)) made or repeated or deemed to have been made or

     repeated by the party or any Credit Support Provider of such party in this

     Agreement or any Credit Support Document proves to have been incorrect or

     misleading in any material respect when made or repeated or deemed to have

     been made or repeated;

     (v) DEFAULT UNDER SPECIFIED TRANSACTION. The party, any Credit Support

     Provider of such party or any applicable Specified Entity of such party (1)

     defaults under a Specified Transaction and, after giving effect to any

     applicable notice requirement or grace period, there occurs a liquidation

     of, an acceleration of obligations under, or an early termination of, that

     Specified Transaction, (2) defaults, after giving effect to any applicable

     notice requirement or grace period, in making any payment or delivery due

     on the last payment, delivery or exchange date of, or any payment on early

     termination of, a Specified Transaction (or such default continues for at

     least three Local Business Days if there is no applicable notice

     requirement or grace period) or (3) disaffirms, disclaims, repudiates or

     rejects, in whole or in part, a Specified Transaction (or such action is

     taken by any person or entity appointed or empowered to operate it or act

     on its behalf);

     (vi) CROSS DEFAULT. If "Cross Default" is specified in the Schedule as

     applying to the party, the occurrence or existence of (1) a default, event

     of default or other similar condition or event (however

                                                                    ISDA(R) 1992

                                        5

     described) in respect of such party, any Credit Support Provider of such

     party or any applicable Specified Entity of such party under one or more

     agreements or instruments relating to Specified Indebtedness of any of them

     (individually or collectively) in an aggregate amount of not less than the

     applicable Threshold Amount (as specified in the Schedule) which has

     resulted in such Specified Indebtedness becoming, or becoming capable at

     such time of being declared, due and payable under such agreements or

     instruments, before it would otherwise have been due and payable or (2) a

     default by such party, such Credit Support Provider or such Specified

     Entity (individually or collectively) in making one or more payments on the

     due date thereof in an aggregate amount of not less than the applicable

     Threshold Amount under such agreements or instruments (after giving effect

     to any applicable notice requirement or grace period);

     (vii) BANKRUPTCY. The party, any Credit Support Provider of such party or

     any applicable Specified Entity of such party:--

          (1) is dissolved (other than pursuant to a consolidation, amalgamation

          or merger); (2) becomes insolvent or is unable to pay its debts or

          fails or admits in writing its inability generally to pay its debts as

          they become due; (3) makes a general assignment, arrangement or

          composition with or for the benefit of its creditors; (4) institutes

          or has instituted against it a proceeding seeking a judgment of

          insolvency or bankruptcy or any other relief under any bankruptcy or

          insolvency law or other similar law affecting creditors' rights, or a

          petition is presented for its winding-up or liquidation, and, in the

          case of any such proceeding or petition instituted or presented

          against it, such proceeding or petition (A) results in a judgment of

          insolvency or bankruptcy or the entry of an order for relief or the

          making of an order for its winding-up or liquidation or (B) is not

          dismissed, discharged, stayed or restrained in each case within 30

          days of the institution or presentation thereof; (5) has a resolution

          passed for its winding-up, official management or liquidation (other

          than pursuant to a consolidation, amalgamation or merger); (6) seeks

          or becomes subject to the appointment of an administrator, provisional

          liquidator, conservator, receiver, trustee, custodian or other similar

          official for it or for all or substantially all its assets; (7) has a

          secured party take possession of all or substantially all its assets

          or has a distress, execution, attachment, sequestration or other legal

          process levied, enforced or sued on or against all or substantially

          all its assets and such secured party maintains possession, or any

          such process is not dismissed, discharged, stayed or restrained, in

          each case within 30 days thereafter; (8) causes or is subject to any

          event with respect to it which, under the applicable laws of any

          jurisdiction, has an analogous effect to any of the events specified

          in clauses (1) to (7) (inclusive); or (9) takes any action in

          furtherance of, or indicating its consent to, approval of, or

          acquiescence in, any of the foregoing acts; or

     (viii) MERGER WITHOUT ASSUMPTION. The party or any Credit Support Provider

     of such party consolidates or amalgamates with, or merges with or into, or

     transfers all or substantially all its assets to, another entity and, at

     the time of such consolidation, amalgamation, merger or transfer:--

          (1) the resulting, surviving or transferee entity fails to assume all

          the obligations of such party or such Credit Support Provider under

          this Agreement or any Credit Support Document to which it or its

          predecessor was a party by operation of law or pursuant to an

          agreement reasonably satisfactory to the other party to this

          Agreement; or

          (2) the benefits of any Credit Support Document fail to extend

          (without the consent of the other party) to the performance by such

          resulting, surviving or transferee entity of its obligations under

          this Agreement.

(b) TERMINATION EVENTS. The occurrence at any time with respect to a party or,

if applicable, any Credit Support Provider of such party or any Specified Entity

of such party of any event specified below constitutes an Illegality if the

event is specified in (i) below, a Tax Event if the event is specified in (ii)

below or a Tax Event Upon Merger if the event is specified in (iii) below, and,

if specified to be applicable, a Credit Event

                                                                    ISDA(R) 1992

                                        6

Upon Merger if the event is specified pursuant to (iv) below or an Additional

Termination Event if the event is specified pursuant to (v) below:--

     (i) ILLEGALITY. Due to the adoption of, or any change in, any applicable

     law after the date on which a Transaction is entered into, or due to the

     promulgation of, or any change in, the interpretation by any court,

     tribunal or regulatory authority with competent jurisdiction of any

     applicable law after such date, it becomes unlawful (other than as a result

     of a breach by the party of Section 4(b)) for such party (which will be the

     Affected Party): --

          (1) to perform any absolute or contingent obligation to make a payment

          or delivery or to receive a payment or delivery in respect of such