MASTER AGREEMENT

                                                                     Exhibit 4.5

                                                               EXECUTION VERSION

(MULTICURRENCY - CROSS BORDER)

                                     ISDA(R)

              International Swaps and Derivatives Association, Inc.

                                    SCHEDULE

                                     to the

                                MASTER AGREEMENT

                          dated as of November 14, 2006

                                     between

MORGAN STANLEY CAPITAL SERVICES INC.,     and   WILMINGTON TRUST COMPANY,

a corporation organized under the laws          a Delaware banking corporation,

of the State of Delaware                        in its capacity as Subordination

                                                Agent on behalf of the Trustee

              ("PARTY A")                       under the JetBlue Airways (Spare

                                                Parts) G-1 Pass Through Trust

                                                           ("PARTY B")

                                     PART 1

                             TERMINATION PROVISIONS

(a)  SPECIFIED ENTITY. None.

(b)  SPECIFIED TRANSACTION. Specified Transaction will have the meaning

     specified in Section 14.

(c)  EVENTS OF DEFAULT. The "Events of Default" set forth in Section 5(a) will

     not apply to Party B but will apply to Party A (subject to clause (d)

     below).

(d)  CROSS DEFAULT. The "Cross Default" provision of Section 5(a)(vi) will not

     apply.

(e)  TERMINATION EVENTS. The "Illegality" provisions of Section 5(b)(i), the

     "Tax Event" provisions of Section 5(b)(ii), the "Tax Event Upon Merger"

     provisions of Section 5(b)(iii) and the "Credit Event Upon Merger"

     provisions of Section 5(b)(iv) will apply to Party A but will not apply to

     Party B. Party A shall be the sole Affected Party (under Section 5(b)(i),

     (ii) and 5(b)(iv)) and the sole Burdened Party (under Section 5(b)(iii))

     with respect to a Termination Event.

(f)  CREDIT EVENT UPON MERGER. The "Credit Event Upon Merger" provisions in

     Section 5(b)(iv) are hereby amended by: (I) deleting in the fourth line

     thereof the words "another entity" and replacing them with the words "or

     reorganizes, incorporates, reincorporates, reconstitutes, or reforms into

     or as, or receives all or substantially all of the assets and/or

     liabilities or obligations of, another entity or X, such Credit Support

     Provider, or such Specified Entity, as the case may be,"; (II) deleting in

     the fifth line thereof the words "the resulting, surviving or transferee"

     and replacing them with the words "X, such Credit Support Provider, or such

     Specified Entity, as the case may be, or any resulting, surviving,

     transferee, reorganized, reconstituted or reformed"; and

     (III) deleting in the seventh line thereof the words "its successor or

     transferee" and replacing them with the words "any resulting, surviving,

     transferee, reorganized, reconstituted or reformed entity".

(g)  AUTOMATIC EARLY TERMINATION. The "Automatic Early Termination" provision of

     Section 6(a) will not apply.

(h)  RIGHT TO TERMINATE FOLLOWING TERMINATION EVENT. Sections 6(b)(ii)-(iv) are

     deleted in their entirety and replaced by the following:

     "(ii) REPLACEMENT ON TERMINATION EVENT. Upon the occurrence of a

     Termination Event with respect to Party A, Party A shall have the right

     within 20 days of the date of such Termination Event, at its own expense,

     to arrange for one or more Replacement Above-Cap Liquidity Providers to

     enter into and deliver to Party B a Replacement Above-Cap Liquidity

     Facility for such Above-Cap Liquidity Facility. If Party A does not arrange

     for such replacement and if the Above-Cap Liquidity Facility has not

     otherwise been replaced by JetBlue Airways Corporation (at the expense of

     JetBlue Airways Corporation) in accordance with the terms of Section

     3.5(c)(iv) of the Intercreditor Agreement, such 20th day (or if such 20th

     day is not a Business Day, the next succeeding Business Day) shall be

     designated an "Early Termination Date" and Party A shall make a termination

     payment to Party B in accordance with Part 1(j) of this Schedule. For the

     avoidance of doubt, Party B shall have no right to designate an Early

     Termination Date following the occurrence of any Termination Event."

(i)  CALCULATIONS. The "Payment Date" provisions in Section 6(d)(ii) are deleted

     in their entirety and replaced by the following:

     "The Termination Amount calculated as being due in respect of any Early

     Termination Date under Section 6(e) will be payable on such Early

     Termination Date."

(j)  PAYMENTS ON EARLY TERMINATION. Section 6(e) is deleted in its entirety and

     replaced with the following:

     "Upon the designation or deemed designation of an Early Termination Date,

     including pursuant to clause 4(i) or (ii) of the Confirmation, with respect

     to the Transaction evidenced by the Confirmation, Party A shall make a

     termination payment to Party B on the Early Termination Date in an amount

     equal to the "Termination Amount" for the Early Termination Date for credit

     to the Above-Cap Collateral Account (as provided in Section 3.5(f) of the

     Intercreditor Agreement) to be applied as set forth in such Section 3.5(f)

     plus all Unpaid Amounts due and payable by Party A under the Confirmation

     on or prior to the Early Termination Date and upon such payments the

     Transaction evidenced by the Confirmation shall terminate."

     "Termination Amount" means, for any Early Termination Date, the amount

     obtained by solving the following formula for TA:

     TA = (20% per annum - CR) x N x F

     where

     CR = the Cap Rate designated in the Confirmation

     N = the Notional Amount for such date

                                       2

     F = 0.256

(k)  TERMINATION CURRENCY. "Termination Currency" means United States Dollars.

(l)  ADDITIONAL TERMINATION EVENT. Additional Termination Event will not apply.

(m)  LIMITATIONS ON CONDITIONS PRECEDENT. Notwithstanding Section 2(a), the

     obligation of Party A to make each payment specified in the Confirmation

     shall not be subject to any conditions precedent other than as specified in

     such Confirmation, and, without limiting the foregoing, Party A agrees that

     it will make each such payment without offset, counterclaim or defense.

                                     PART 2

                               TAX REPRESENTATIONS

(a)  PAYER TAX REPRESENTATIONS. For the purpose of Section 3(e), Party A and

     Party B each make the following representation:

     It is not required by any applicable law, as modified by the practice of

     any relevant governmental revenue authority, of any Relevant Jurisdiction

     to make any deduction or withholding for or on account of any Tax from any

     payment (other than interest under Section 2(e) or 6(e)) to be made by it

     to the other party under this Agreement. In making this representation, it

     may rely on:

     (i)   the accuracy of any representation made by the other party pursuant

           to Section 3(f);

     (ii)  the satisfaction of the agreement of the other party contained in

           Section 4(a)(i) or 4(a)(iii) and the accuracy and effectiveness of

           any document provided by the other party pursuant to Section 4(a)(i)

           or 4(a)(iii); and

     (iii) the satisfaction of the agreement of the other party contained in

           Section 4(d);

     provided that it shall not be a breach of this representation where

     reliance is placed on clause (ii), and the other party does not deliver a

     form or document under Section 4(a)(iii) by reason of material prejudice to

     its legal or commercial position.

(b)  PAYEE TAX REPRESENTATIONS. For the purpose of Section 3(f),

     (i)  Party A represents that it is a corporation organized under the laws

          of the State of Delaware.

     (ii) Party B represents that it is a Delaware banking corporation.

                                     PART 3

                         AGREEMENT TO DELIVER DOCUMENTS

For the purpose of Section 4(a)(ii) of this Agreement, each party agrees to

deliver the following documents, as applicable:

                                       3

                                                                                      COVERED BY

PARTY REQUIRED TO               FORM/DOCUMENT/              DATE BY WHICH TO BE      SECTION 3(d)

DELIVER DOCUMENTS                CERTIFICATE                     DELIVERED         REPRESENTATION

-------------------   ---------------------------------   ----------------------   --------------

Party A and Party B   Evidence reasonably satisfactory    Upon execution of this         Yes

                      to the other party as to the        Agreement and the

                      names, true signatures and          related Confirmation

                      authority of the officer or

                      officials signing this Agreement

                      or the Confirmation on its behalf

Party A               Opinions of counsel to Party A      Upon execution of this         No

                      and its Credit Support Provider     Agreement

                      reasonably satisfactory in form

                      and substance to Party B with

                      respect to this Agreement and the

                      Credit Support Document specified

                      in Part 4(e)

Party B               Certified copies of all documents   Upon execution of this         Yes