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Exhibit 4.9  


 
 

JETBLUE AIRWAYS CORPORATION    
    


 
 

AMENDMENT NO. 2
  TO
  AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT    



        This
Amendment No. 2 ("Amendment") dated as of October 6, 2003 to the Amended and Restated Registration Rights Agreement of JetBlue Airways Corporation (the "Company")
dated as of August 10, 2000, as amended by Amendment No. 1 thereto dated as of June 30, 2003 (the "Amended and Restated Registration Rights Agreement"), is made by and among the
Company and the persons listed on the signature page hereto. 


        WHEREAS,
the Company and the Stockholders are parties to the Amended and Restated Registration Rights Agreement and wish to further amend such Amended and Restated Registration Rights
Agreement; 


        WHEREAS,
pursuant to Section 19 of the Amended and Restated Registration Rights Agreement, such Agreement may be modified or amended, and any provision applicable to the
Stockholders may be waived, pursuant to a writing signed by the Company, Investors holding 662/3% of the Common Stock Equivalents of the Company held by all Investors and Management
Stockholders holding a majority of the Common Stock held by all Management Stockholders; and 


        WHEREAS,
the Investors signatory hereto hold at least 662/3% of the Common Stock Equivalents of the Company held by all Investors and the Management Stockholders signatory
hereto hold at least a majority of the Common Stock held by all Management Stockholders; 


        NOW,
THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties, intending to be legally bound, hereby agree as follows: 



        1.    Amendment of Section 4.    Section 4 of the Agreement is hereby amended by: 



	(a)
	inserting
the following as a new subsection 4(c): 





        "(c) Notwithstanding
the above Section 4(a), no Stockholder will have any rights to include Registrable Shares in the Company's Registration Statement on
Form S-3 to be filed in or about October 2003 relating to shares of Common Stock, shares of Preferred Stock, Debt Securities and Pass Through Certificates of the Company, or
in any amendments (including post-effective amendments) or supplements thereto." 





        2.    Waiver.    Notwithstanding any provision of the Agreement to the contrary, the Stockholders waive any right to
include Registrable Shares in the Company's Registration Statement on Form S-3 to be filed in or about October 2003 relating to shares of Common Stock, shares of Preferred
Stock, Debt Securities and Pass Through Certificates of the Company, or in any amendments (including post-effective amendments) or supplements thereto, or to receive any notice,
communications or other information with respect thereto. 



        3.    No Other Amendments.    Except as expressly set forth herein, all terms and provisions of the Amended and
Restated Registration Rights Agreement shall remain unchanged and in full force and effect. 


        4.    Defined Terms.    Capitalized terms used in this Amendment but not otherwise defined herein shall have the
respective meanings ascribed to them in the Amended and Restated Registration Rights Agreement. 


2





 



        IN
WITNESS WHEREOF, the parties hereto have executed this Amendment as of the date first written above. 



	 	 	COMPANY:
	

 	
 	
JETBLUE AIRWAYS CORPORATION
	

 	
 	
By:	

/s/  HOLLY NELSON      
 Name: Holly Nelson

Title: Vice President, Controller and Chief Accounting Officer
	

 	
 	
INVESTORS:
	

 	
 	
NEELEMAN HOLDINGS, LC
	

 	
 	
By:	

/s/  DAVID NEELEMAN      
 Name: David Neeleman
	

 	
 	

QUANTUM INDUSTRIAL PARTNERS, LDC
	

 	
 	

By:	

/s/  JOHN F. BROWN      
 Name: John F. Brown

Title: Attorney-in-Fact
	

 	
 	

SFM DOMESTIC INVESTMENTS, LLC
	

 	
 	

By:	

/s/  HOLLY NELSON      
 Name: Holly Nelson

Title: Vice President, Controller and Chief Accounting Officer
	

 	
 	
MANAGEMENT STOCKHOLDERS:
	

 	
 	

 	

/s/  DAVID NEELEMAN      
 (Neeleman Holdings, by David Neeleman)




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JETBLUE AIRWAYS CORPORATION

AMENDMENT NO. 2 TO AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT