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                                                                     EXHIBIT 4.2

                                                               EXECUTION VERSION

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                              AMENDED AND RESTATED
                          REGISTRATION RIGHTS AGREEMENT

                           DATED AS OF AUGUST 10, 2000

                                      AMONG

                          JET BLUE AIRWAYS CORPORATION

                                       AND

                          THE STOCKHOLDERS NAMED HEREIN

================================================================================

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                                TABLE OF CONTENTS

                                                                            Page
                                                                            ----

Section 1.  Definitions                                                        1
Section 2.  Demand Registration                                                5
Section 3.  Registrations on Form S-3                                          6
Section 4.  Piggyback Registration                                             8
Section 5.  Holdback Agreement                                                 8
Section 6.  Preparation and Filing                                             9
Section 7.  Expenses                                                           9
Section 8.  Indemnification                                                    9
Section 9.  Underwriting Agreement                                             9
Section 10. Suspension                                                         9
Section 11. Information by Holder                                              9
Section 12. Exchange Act Compliance                                            9
Section 13. No Conflict of Rights                                              9
Section 14. Termination                                                        9
Section 15. Successors and Assigns                                             9
Section 16. Assignment                                                         9
Section 17. Entire Agreement                                                   9
Section 18. Notices                                                            9
Section 19. Modifications; Amendments; Waivers                                 9
Section 20. Headings                                                           9
Section 21. Severability                                                       9
Section 22. Governing Law; Etc                                                 9
Section 23. Counterparts; Validity                                             9


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                          JET BLUE AIRWAYS CORPORATION

                              AMENDED AND RESTATED
                          REGISTRATION RIGHTS AGREEMENT

            This Amended and Restated Registration Rights Agreement (the
"AGREEMENT") is made as of August 10, 2000 by and among Jet Blue Airways
Corporation, a Delaware corporation (the "COMPANY"), and the Stockholders ("as
defined below").

                                    RECITALS

            WHEREAS, the Company and certain of the Stockholders (the "Prior
Stockholders") are parties to an Registration Rights Agreement dated as of
December 1, 1998 (the "Original Registration Rights Agreement"), and wish to
amend and restate the Original Registration Rights Agreement upon the terms and
condition set forth herein;

            WHEREAS, the Company and certain of the Stockholders (the "Series B
Investors") are parties to the Series B Preferred Stock Purchase Agreement of
even date herewith (the "Series B Agreement"); and

            WHEREAS, in order to induce the Company to enter into the Series B
Agreement and to induce the Series B Investors to invest funds in the Company
pursuant to the Series B Agreement, the Prior Stockholders, the Series B
Investors and the Company hereby agree that this Agreement shall govern the
rights of the Stockholders to cause the Company to register shares of Common
Stock issuable to the Stockholders and certain other matters as set forth
herein;

            NOW, THEREFORE, in consideration of the mutual promises,
representations, warranties, covenants and conditions set forth in this
Agreement and in the Series B Agreement, the parties agree that the Registration
Rights Agreement, dated as of December 1, 1998, is hereby amended and restated
and replaced in its entirety by this Agreement and further agree as follows:

      SECTION 1. DEFINITIONS.

            As used in this Agreement, the following terms shall have the
following meanings:

            "AFFILIATE" means, with respect to any Person, a Person that
directly, or indirectly through one or more intermediaries, controls, or is
controlled by, or is under common control with, such Person. For the purpose of
the above definition, the term "control" (including, with correlative meaning,
the terms "controlling," "controlled by" and "under common control with"), as
used with respect to any Person, means the possession, directly or indirectly,
of the power to direct or cause the direction of the management, policies or
investment decisions of such Person, whether through the ownership of voting
securities, by contract or otherwise.

            "COMMISSION" shall mean the Securities and Exchange Commission or
any other Governmental Authority at the time administering the Securities Act
and the Exchange Act.

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            "COMMON STOCK" shall have the meaning ascribed to it in the
Preamble.

            "COMMON STOCK EQUIVALENT" shall mean one share of Common Stock or
the right to acquire, whether or not such right is immediately exercisable, one
share of Common Stock, whether evidenced by an option, warrant, convertible
security or other instrument or agreement.

            "COMPANY" shall have the meaning ascribed to it in the caption to
this Agreement.

            "EXCHANGE ACT" shall mean the Securities Exchange Act of 1934, as
amended, or any successor Federal statute then in force, and the rules and
regulations of the Commission promulgated thereunder, all as the same may from
time to time be in effect.

            "GOVERNMENTAL AUTHORITY" shall mean any domestic or foreign
government or political subdivision thereof, whether on a federal, state or
local level and whether executive, legislative or judicial in nature, including
any agency, authority, board, bureau, commission, court, department or other
instrumentality thereof.

            "INFORMATION" shall have the meaning ascribed to it in SECTION
6(A)(X).

            "INITIAL PUBLIC OFFERING" shall mean an underwritten Initial Public
Offering for the account of the Company of Common Stock pursuant to a
registration statement filed under the Securities Act.

            "INSPECTORS" shall have the meaning ascribed to it in SECTION
6(A)(X).

            "INVESTORS" shall mean, collectively, (i) the Persons listed on
SCHEDULE I attached to this Agreement, (ii) any Management Stockholder to the
extent such Management Stockholder's Restricted Securities are obtained by
purchase of, or conversion of, Series A or B Preferred Stock held by such
Management Stockholder, and (iii) any successor to, or assignee or transferee of
Restricted Securities held by an Investor who or which agrees in writing to be
treated as an Investor hereunder and to be bound by and comply with all of the
applicable terms and provisions hereof.

            "MAJORITY OF INVESTORS" shall mean those Investors who hold in the
aggregate in excess of 50% of the Restricted Securities (based on Common Stock
Equivalents) held by all of the Investors.

            "MANAGEMENT STOCKHOLDERS" shall mean collectively, (i) the Persons
listed on SCHEDULE II attached to this Agreement, (ii) any other Person who is
or becomes a holder of Restricted Securities and is an employee of the Company,
and (iii) any successor to, or assignee or transferee of Restricted Securities
held by a Management Stockholder who or which agrees in writing to be treated as
a Stockholder hereunder and to be bound by and comply with all of the applicable
terms and provisions hereof.


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            "MATERIAL TRANSACTION" shall mean any material transaction in which
the Company or any of its subsidiaries proposes to engage or is engaged,
including a purchase or sale of assets or securities, financing, merger,
consolidation, tender offer or any other transaction that would require
disclosure pursuant to the Exchange Act, and with respect to which the Board of
Directors of the Company reasonably has determined in good faith that compliance
with this Agreement may reasonably be expected to either materially interfere
with the Company's or such subsidiary's ability to consummate such transaction
in a timely fashion or require the Company to disclose material, non-public
information prior to such time as it would otherwise be required to be
disclosed.

            "OTHER SHARES" shall mean at any time those shares of Common Stock
which do not constitute Primary Shares or Registrable Shares including those
shares of Common Stock owned by Management Stockholders that do not meet the
requirements of clause (ii) of the definition of Investors.

            "PERSON" shall be construed as broadly as possible and shall include
an individual person, a partnership (including a limited liability partnership),
a corporation, an association, a joint stock company, a limited liability
company, a trust, a joint venture, an unincorporated organization and a
Governmental Authority.

            "PRIMARY SHARES" shall mean, at any time, the authorized but
unissued shares of Common Stock or Common Stock held by the Company in its
treasury.

            "PROSPECTUS" shall mean the prospectus included in a Registration
Statement, including any prospectus subject to completion, and any such
prospectus as amended or supplemented by any prospectus supplement with respect
to the terms of the offering of any portion of the Registrable Shares and, in
each case, by all other amendments and supplements to such prospectus, including
post-effective amendments, and in each case including all material incorporated
by reference therein.

            "PUBLIC OFFERING" shall mean the closing of a public offering of
Common Stock pursuant to a Registration Statement declared effective under the
Securities Act, except that a Public Offering shall not include an offering of
securities to be issued as consideration in connection with a business
acquisition or an offering of securities issuable pursuant to an employee
benefit plan.

            "RECORDS" shall have the meaning ascribed to it in SECTION 6(A)(X).

            "REGISTRABLE SHARES" shall mean, at any time, and with respect to
any Stockholder, the shares of Common Stock held by such Stockholder which
constitute Restricted Securities. As to any particular Registrable Shares, once
issued, such Registrable Shares shall cease to be Registrable Shares (A) when
such Registrable Shares have been registered under the Securities Act, the
Registration Statement in connection therewith has been declared effective and
they have been disposed of pursuant to and in the manner described in such
effective Registration Statement, (B) when such Registrable Shares are sold or
distributed pursuant to Rule 144, (C) in the case of any Stockholder who,
together with its Affiliates, holds Common Stock


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Equivalents that constitute less than two percent of the issued and outstanding
shares of Common Stock of the Company, one year after the date on which such
Stockholder may first sell such Registrable Shares under Rule 144 (provided that
such Stockholder is still able, at such time, to sell such Registrable Shares
under Rule 144), or (D) when such Registrable Shares have ceased to be
outstanding.

            "REGISTRATION DATE" shall mean the date upon which the Registration
Statement pursuant to which the Company shall have initially registered shares
of Common Stock under the Securities Act for sale to the public shall have been
declared effective.

            "REGISTRATION STATEMENT" shall mean any registration statement of
the Company which covers any of the Registrable Shares, and all amendments and
supplements to any such Registration Statement, including post-effective
amendments, in each case including the Prospectus contained therein, all
exhibits thereto and all material incorporated by reference therein.

            "REPRESENTATIVE" of a Person shall be construed broadly and shall
include such Person's partners, officers, directors, employees, agents, counsel,
accountants and other representatives.

            "RESTRICTED SECURITIES" shall mean, at any time and with respect to
any Stockholder, the Common Stock Equivalents and any other securities received
with respect to any such Common Stock Equivalents, which are held by such
Stockholder and which theretofore have not been sold to the public pursuant to a
Registration Statement or pursuant to Rule 144.

            "RULE 144" shall mean Rule 144 promulgated under the Securities Act
or any successor rule thereto.

            "SECURITIES ACT" shall mean the Securities Act of 1933, as amended,
or any successor Federal statute, and the rules and regulations of the
Commission promulgated thereunder, all as the same may from time to time be in
effect.

            "STOCKHOLDERS" shall mean, collectively, all of the Investors and
the Management Stockholders.

            "STOCKHOLDERS' COUNSEL" shall have the meaning ascribed to it in
SECTION 6(A)(II).

            "SUSPENSION PERIOD" shall have the meaning ascribed to it in SECTION
10.

            "TRANSFER" shall mean any disposition of any Restricted Securities
or of any interest therein which would constitute a sale thereof within the
meaning of the Securities Act, other than any such disposition pursuant to a
Registration Statement and in compliance with all applicable state securities
and "blue sky" laws.


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      SECTION 2. DEMAND REGISTRATION.

            (a) At any time after the earlier to occur of (i) the third
      anniversary of this Agreement and (ii) that date which is six (6) months
      after the date upon which the Registration Statement for use in the
      Initial Public Offering shall have been declared effective, if the Company
      shall be requested the holders of at least 60 percent of the Restricted
      Securities (based on Common Stock Equivalents) held by all Investors to
      effect the registration under the Securities Act of Registrable Shares, it
      shall within 10 days of such request give written notice to the other
      Stockholders of its requirement to so register such Registrable Shares
      and, upon the written request, delivered to the Company within 30 days
      after delivery of any such notice by the Company, of the other
      Stockholders to include in such registration Registrable Shares (which
      request shall specify the number of Registrable Shares proposed to be
      included in such registration), the Company shall, subject to SECTION 2(b)
      below, promptly thereafter use its best efforts to effect such
      registration under the Securities Act of the Registrable Shares which the
      Company has been so requested to register for sale in accordance with the
      method of distribution specified in the initiating request. If such method
      of distribution is an underwritten Public Offering, the Company may
      designate the managing underwriter for such offering, subject to the
      approval of those Stockholders holding a majority of the Registrable
      Shares requested to be included in such offering (which approval shall not
      be unreasonably withheld).

            (b) Anything contained in SECTION 2(a) to the contrary
      notwithstanding, the Company shall not be obligated to effect pursuant to
      SECTION 2(a) any registration under the Securities Act except in
      accordance with the following provisions:

                  (i) the Company shall not be obligated to use its best efforts
            to file and cause to become effective (A) more than two Registration
            Statements initiated pursuant to SECTION 2(a); PROVIDED HOWEVER,
            that if the Investors were unable to sell at least 90% of the
            Registrable Shares requested to be included in the last registration
            pursuant to SECTION 2(a) as a result of an underwriter's cutback,
            then additional registrations shall be added to this SECTION 2(b)(I)
            until the foregoing condition is satisfied, or (B) any Registration
            Statement during any period in which any other registration
            statement (other than on Form S-4 or Form S-8 promulgated under the
            Securities Act or any successor forms thereto) pursuant to which
            Primary Shares are to be or were sold has been filed and not
            withdrawn or has been declared effective within the prior 180 days;

                  (ii) the Company may delay the filing or effectiveness of any
            Registration Statement for a period of up to 90 days after the date
            of a request for registration pursuant to SECTION 2(a) if at the
            time of such request the Company is engaged, or proposes to engage,
            in a Material Transaction; and

                  (iii) with respect to any registration pursuant to SECTION
            2(a), the Company may include in such registration any Primary
            Shares or Other Shares; PROVIDED, HOWEVER, that if the managing
            underwriter advises the Company that the


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            inclusion of all Registrable Shares, Primary Shares and Other Shares
            proposed to be included in such registration would interfere with
            the successful marketing (including pricing) of all such securities,
            then the number of Registrable Shares, Primary Shares and Other
            Shares proposed to be included in such registration shall be
            included in the following order:

                        (A) FIRST, the Registrable Shares held by the
                  Stockholders requesting that their Registrable Shares be
                  included in such registration pursuant to SECTION 2(a), PRO
                  RATA based upon the number of Restricted Securities owned by
                  each such Stockholder at the time of such registration;
                  PROVIDED, HOWEVER, that if the managing underwriter advises
                  the Company that the PRO RATA inclusion of Registrable Shares
                  held by all Management Stockholders would interfere with the
                  successful marketing (including pricing) of such securities,
                  then the managing underwriter may reduce that percentage of
                  Registrable Shares held by Management Stockholders that may be
                  included PRO RATA in the proposed registration, which
                  percentage may be smaller than the percentage of Registrable
                  Shares held by the Investors to be included in such
                  registration;

                        (B) SECOND, the Primary Shares; and

                        (C) THIRD, the Other Shares.

            (c) A requested registration under this SECTION 2 may be rescinded
      prior to such registration being declared effective by the Commission by
      written notice to the Company from those Stockholders who initiated the
      request; PROVIDED, HOWEVER, that such rescinded registration shall not
      count as a registration initiated pursuant to this SECTION 2 for purposes
      of subclause (A) of clause (i) of subsection (b) above if the Company
      shall have been reimbursed (pro rata by the Stockholders requesting
      registration or in such other proportion as they may agree) for all
      out-of-pocket expenses incurred by the Company in connection with such
      rescinded registration; PROVIDED FURTHER, HOWEVER, that such Stockholders
      shall not be required to reimburse the Company if such rescission shall
      have been caused by, or made in response to, the material adverse effect
      of an event on the business, prospects, properties, condition (financial
      or otherwise) or operations of the Company.

      SECTION 3. REGISTRATIONS ON FORM S-3.

            (a) Subject to paragraph (c) below, at such time as the Company
      shall have qualified for the use of Form S-3 promulgated under the
      Securities Act or any successor form thereto, the holders of at least 60
      percent of the Restricted Securities (based on Common Stock Equivalents)
      held by all Investors shall have the right to request in writing no more
      than three registrations on Form S-3, or such successor form, and to
      effect a registration under the Securities Act of Registrable Shares in
      accordance with this Section.


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            (b) If the Company shall be requested by the Stockholders to effect
      a registration under the Securities Act of Registrable Shares in
      accordance with this Section, then the Company shall promptly give written
      notice of such proposed registration to all holders of Restricted
      Securities and shall offer to include in such proposed registration any
      Registrable Shares requested to be included in such proposed registration
      by such holders who respond in writing to the Company's notice within 30
      days after delivery of such notice (which response shall specify the
      number of Registrable Shares proposed to be included in such
      registration). The Company shall promptly use its commercially reasonable
      efforts to effect such registration on Form S-3 of the Registrable Shares
      which the Company has been so requested to register

            (c) The Company shall not be obligated to effect any registration
      under the Securities Act requested by the Stockholders under this Section
      except in accordance with the following provisions:

                  (i) the Company shall not be obligated to effect any such
            registration initiated pursuant to SECTION 3(a) if (A) the Company
            shall reasonably conclude that the anticipated gross offering price
            of all Registrable Shares to be included therein would be less than
            $500,000, (B) such registration is requested within six (6) months
            after a registered offering of the Company in which any of the
            Stockholders were given the opportunity to participate or (C) the
            Company shall have effected two or more Registration Statements on
            Form S-3 pursuant to this SECTION 3 during the preceding 12-month
            period; and

                  (ii) the Company may delay the filing or effectiveness of any
            Registration Statement pursuant to this Section for a period not to
            exceed 90 days after the date of a request for registration if the
            Company's Board of Directors has determined that such registration
            would have a material adverse effect upon the Company or its then
            current business plans; PROVIDED, HOWEVER, that the Company may
            cause such delay only once during any 360-day period.

            (d) A requested registration under this SECTION 3 may be rescinded
      prior to such registration being declared effective by the Commission by
      written notice to the Company by the Stockholders requesting such
      registration and such rescinded registration shall not count as a
      registration initiated pursuant to SECTION 3 if (i) the Stockholders
      initiating such request shall have reimbursed the Company for all
      out-of-pocket expenses incurred by the Company in connection with such
      rescinded registration or (ii) such rescinded registration results from a
      material adverse change to the business, prospects, operation or financial
      condition of the Company (in which case such Stockholders shall not be
      required to so reimburse the Company).

            (e) A requested registration on Form S-3 or any such successor form
      in compliance with this SECTION 3 shall not count as a registration
      statement initiated pursuant to SECTION 2 but shall otherwise be treated
      as a registration initiated pursuant to, and shall, except as otherwise
      expressly provided in this SECTION 3, be subject to SECTION 2.


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      SECTION 4. PIGGYBACK REGISTRATION.

            If the Company at any time proposes for any reason to register
Primary Shares or Other Shares under the Securities Act (other than on Form S-4
or Form S-8 promulgated under the Securities Act or any successor forms
thereto), it shall promptly give written notice to each Stockholder of its
intention so to register the Primary Shares or Other Shares and, upon the
written request, given within 20 days after delivery of any such notice by the
Company, of any such Stockholder to include in such registration Registrable
Shares (which request shall specify the number of Registrable Shares proposed to
be included in such registration), the Company shall use its best efforts to
cause all such Registrable Shares to be included in such registration on the
same terms and conditions as the securities otherwise being sold in such
registration; PROVIDED, HOWEVER, that if the managing underwriter advises the
Company that the inclusion of all Registrable Shares or Other Shares proposed to
be included in such registration would interfere with the successful marketing
(including pricing) of Primary Shares proposed to be registered by the Company,
then the number of Primary Shares, Registrable Shares and Other Shares proposed
to be included in such registration shall be included in the following order:

                  (i) FIRST, the Primary Shares;

                  (ii) SECOND, the Registrable Shares held by the Stockholders
            requesting that their Registrable Shares be included in such
            registration, PRO RATA based upon the number of Restricted
            Securities owned by each such Stockholder at the time of such
            registration; PROVIDED, HOWEVER, that if the managing underwriter
            advises the Company that the PRO RATA inclusion of Registrable
            Shares held by all Management Stockholders would interfere with the
            successful marketing (including pricing) of such securities, then
            the managing underwriter may reduce that percentage of Registrable
            Shares held by Management Stockholders that may be included PRO RATA
            in the proposed registration, which percentage may be smaller than
            the percentage of Registrable Shares held by the Investors to be
            included in such registration; and

                  (iii) THIRD, the Other Shares.

      SECTION 5. HOLDBACK AGREEMENT.

            (a) If the Company at any time shall register shares of Common Stock
      under the Securities Act in an underwritten offering (i) pursuant to an
      Initial Public Offering or (ii) pursuant to any other registration under
      the Securities Act (other than on Form S-4 or Form S-8 promulgated under
      the Securities Act or any successor forms thereto), the Stockholders shall
      not sell, make any short sale of, grant any option for the purchase of, or
      otherwise dispose of any Restricted Securities (other than those
      Registrable Shares included in such registration pursuant to SECTIONS 2, 3
      or 4) without the prior written consent of the managing underwriters of
      such offering for a period as shall be determined by the managing
      underwriters, which period cannot begin more than 7 days prior to the
      effectiveness of such Registration Statement and cannot last more than 90
      days (180 days in the case of the Company's Initial Public Offering) after
      the effective date of such


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      Registration Statement; PROVIDED HOWEVER, that the restrictions on
      transfer of Restricted Securities under this Section shall not be imposed
      upon the Stockholders more than once during any consecutive twelve month
      period.

            (b) If the Company at any time pursuant to SECTIONS 2, 3 or 4 of
      this Agreement shall register under the Securities Act Registrable Shares
      held by Stockholders for sale to the public pursuant to an underwritten
      offering, the Company shall not, without the prior written consent of a
      Majority of Investors, effect any public sale or distribution of
      securities similar to those being registered, or any securities
      convertible into or exercisable or exchangeable for such securities, for
      such period as shall be determined by the managing underwriters, which
      period shall not begin more than 7 days prior to the effectiveness of the
      Registration Statement pursuant to which such public offering shall be
      made and shall not last more than 90 days (180 days in the case of the
      Company's Initial Public Offering) after the closing of sale of shares
      pursuant to such Registration Statement (except as part of such
      underwritten registration or pursuant to registrations on Form S-8 or any
      successor form).

      SECTION 6. PREPARATION AND FILING.

            (a) If and whenever the Company is under an obligation pursuant to
      the provisions of this Agreement to use its best efforts to effect the
      registration of any Registrable Shares, the Company shall, as
      expeditiously as practicable:

                  (i) use its best efforts to cause a Registration Statement
            that registers such Registrable Shares to become and remain
            effective for a period of 90 days or until all of such Registrable
            Shares have been disposed of (if earlier);

                  (ii) furnish, at least five business days before filing a
            Registration Statement that registers such Registrable Shares, a
            Prospectus relating thereto and any amendments or supplements
            relating to such Registration Statement or Prospectus, to one
            counsel selected by a Majority of Investors (the "STOCKHOLDERS'
            COUNSEL") copies of all such documents proposed to be filed (it
            being understood that such five-business-day period need not apply
            to successive drafts of the same document proposed to be filed so
            long as such successive drafts are supplied to such counsel in
            advance of the proposed filing by a period of time that is customary
            and reasonable under the circumstances);

                  (iii) prepare and file with the Commission such amendments and
            supplements to such Registration Statement and the Prospectus used
            in connection therewith as may be necessary to keep such
            Registration Statement effective for the lesser of a period of 90
            days or until all of such Registrable Shares have been disposed of
            (if earlier) and to comply with the provisions of the Securities Act
            with respect to the sale or other disposition of such Registrable
            Shares;

                  (iv) notify the Stockholders' Counsel promptly in writing (A)
            of any comments by the Commission with respect to such Registration
            Statement or


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            Prospectus, or any request by the Commission for the amending or
            supplementing thereof or for additional information with respect
            thereto, (B) of the issuance by the Commission of any stop order
            suspending the effectiveness of such Registration Statement or
            Prospectus or any amendment or supplement thereto or the initiation
            of any proceedings for that purpose and (C) of the receipt by the
            Company of any notification with respect to the suspension of the
            qualification of such Registrable Shares for sale in any
            jurisdiction or the initiation or threatening of any proceeding for
            such purposes;

                  (v) use its best efforts to register or qualify such
            Registrable Shares under such other securities or blue sky laws of
            such jurisdictions as any seller of Registrable Shares reasonably
            requests and do any and all other acts and things which may be
            reasonably necessary or advisable to enable such seller of
            Registrable Shares to consummate the disposition in such
            jurisdictions of the Registrable Shares owned by such seller;
            PROVIDED, HOWEVER, that the Company will not be required to qualify
            generally to do business, subject itself to general taxation or
            consent to general service of process in any jurisdiction where it
            would not otherwise be required so to do but for this clause (v);

                  (vi) furnish to each seller of such Registrable Shares such
            number of copies of a summary Prospectus or other Prospectus,
            including a preliminary Prospectus, in conformity with the
            requirements of the Securities Act, and such other documents as such
            seller of Registrable Shares may reasonably request in order to
            facilitate the public sale or other disposition of such Registrable
            Shares;

                  (vii) use its best efforts to cause such Registrable Shares to
            be registered with or approved by such other Governmental
            Authorities as may be necessary by virtue of the business and
            operations of the Company to enable the seller or sellers thereof to
            consummate the disposition of such Registrable Shares;

                  (viii) notify on a timely basis each seller of such
            Registrable Shares at any time when a Prospectus relating to such
            Registrable Shares is required to be delivered under the Securities
            Act within the appropriate period mentioned in clause (i) of this
            SECTION 6 of the happening of any event as a result of which the
            Prospectus included in such Registration Statement, as then in
            effect, includes an untrue statement of a material fact or omits to
            state a material fact required to be stated therein or necessary to
            make the statements therein not misleading in light of the
            circumstances then existing and, at the request of such seller,
            prepare and furnish to such seller a reasonable number of copies of
            a supplement to or an amendment of such Prospectus as may be
            necessary so that, as

                  (ix) thereafter delivered to the offerees of such shares, such
            Prospectus shall not include an untrue statement of a material fact
            or omit to state a material fact required to be stated therein or
            necessary to make the statements therein not misleading in light of
            the circumstances then existing;


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                  (x) make available for inspection by any seller of such
            Registrable Shares, any underwriter participating in any disposition
            pursuant to such Registration Statement and any attorney, accountant
            or other agent retained by any such seller or underwriter
            (collectively, the "INSPECTORS"), all pertinent financial, business
            and other records, pertinent corporate documents and properties of
            the Company (collectively, the "RECORDS"), as shall be reasonably
            necessary to enable them to exercise their due diligence
            responsibility, and cause the Company's officers, directors and
            employees to supply all information (together with the Records, the
            "INFORMATION") reasonably requested by any such Inspector in
            connection with such Registration Statement (and any of the
            Information which the Company determines in good faith to be
            confidential, and of which determination the Inspectors are so
            notified, shall not be disclosed by the Inspectors unless (A) the
            disclosure of such Information is necessary to avoid or correct a
            misstatement or omission in the Registration Statement, (B) the
            release of such Information is ordered pursuant to a subpoena or
            other order from a court of competent jurisdiction, (C) such
            Information has been made generally available to the public, and (D)
            the seller of Registrable Shares agrees that it will, upon learning
            that disclosure of such Information is sought in a court of
            competent jurisdiction, give notice to the Company and allow the
            Company, at the Company's expense, to undertake appropriate action
            to prevent disclosure of the Information deemed confidential);

                  (xi) use its best efforts to obtain from its independent
            certified public accountants a "cold comfort" letter in customary
            form and covering such matters of the type customarily covered by
            cold comfort letters;

                  (xii) use its best efforts to obtain, from its counsel, an
            opinion or opinions in customary form (which shall also be addressed
            to the Stockholders selling Registrable Shares in such
            registration);

                  (xiii) provide a transfer agent and registrar (which may be
            the same entity and which may be the Company) for such Registrable
            Shares;

                  (xiv) issue to any underwriter to which any seller of
            Registrable Shares may sell shares in such offering certificates
            evidencing such Registrable Shares;

                  (xv) list such Registrable Shares on any national securities
            exchange on which any shares of the Common Stock are listed or, if
            the Common Stock is not listed on a national securities exchange,
            use its best efforts to qualify such Registrable Shares for
            inclusion on the automated quotation system of the National
            Association of Securities Dealers, Inc. (the "NASD"), National
            Market System ("NMS"), or such other national securities exchange as
            the holders of a majority of such Registrable Shares shall request
            included in such registration;

                  (xvi) otherwise use its best efforts to comply with all
            applicable rules and regulations of the Commission, and make
            available to its securityholders, as


                                       11
<Page>

            soon as reasonably practicable, earnings statements which need not
            be audited covering a period of 12 months beginning within three
            months after the effective date of the Registration Statement, which
            earnings statements shall satisfy the provisions of Section 11(a) of
            the Securities Act; and

                  (xvii) use its best efforts to take all other steps necessary
            to effect the registration of such Registrable Shares contemplated
            hereby.

            (b) each holder of Registrable Shares that sells Registrable Shares
      pursuant to a registration under this Agreement agrees that during such
      time as such seller may be engaged in a distribution of the Registrable
      Shares, such seller shall comply with Regulation M promulgated under the
      Exchange Act and pursuant thereto it shall, among other things: (i) not
      engage in any stabilization activity in connection with the Securities of
      the Company in contravention of such rules; (ii) distribute the
      Registrable Shares under the registration statement solely in the manner
      described in the registration statement; and (iii) cease distribution of
      such Registrable Shares pursuant to such registration statement upon
      receipt of written notice from the Company that the prospectus covering
      the Registrable Shares contains any untrue statement of a material fact or
      omits a material fact required to be stated therein or necessary to make
      the statements therein not misleading.

      SECTION 7. EXPENSES.

            All reasonable expenses incurred by the Company in complying with
SECTION 6, including, without limitation, all registration and filing fees
(including all expenses incident to filing with the NASD), fees and expenses of
complying with securities and blue sky laws, printing expenses, fees and
expenses of the Company's counsel and accountants and fees and expenses of the
Stockholders' Counsel, shall be paid by the Company; PROVIDED, HOWEVER, that all
underwriting discounts and selling commissions applicable to the Registrable
Shares shall not be borne by the Company but shall be borne by the seller or
sellers thereof, in proportion to the number of Registrable Shares sold by such
seller or sellers.

      SECTION 8. INDEMNIFICATION.

            (a) In connection with any registration of any Registrable Shares
      under the Securities Act pursuant to this Agreement, the Company shall
      enter into such reasonable customary indemnification agreements that
      indemnify and hold harmless the seller of such Registrable Shares, each
      underwriter, broker or any other Person acting on behalf of such seller,
      each other Person, if any, who controls any of the foregoing Persons
      within the meaning of the Securities Act and each Representative of any of
      the foregoing Persons, against any losses, claims, damages or liabilities,
      joint or several, to which any of the foregoing Persons may become subject
      under the Securities Act or otherwise, insofar as such losses, claims,
      damages or liabilities (or actions in respect thereof) arise out of or are
      based upon an untrue statement or alleged untrue statement of a material
      fact contained in the Registration Statement under which such Registrable
      Shares were registered, any preliminary Prospectus or final Prospectus
      contained therein, any


                                       12
<Page>

      amendment or supplement thereto or any document incident to registration
      or qualification of any Registrable Shares, or arise out of or are based
      upon the omission or alleged omission to state therein a material fact
      required to be stated therein or necessary to make the statements therein
      not misleading or, with respect to any Prospectus, necessary to make the
      statements therein in light of the circumstances under which they were
      made not misleading, or any violation by the Company of the Securities Act
      or state securities or blue sky laws applicable to the Company and
      relating to action or inaction required of the Company in connection with
      such registration or qualification under such state securities or blue sky
      laws, and the Company shall promptly reimburse such seller, such
      underwriter, such broker, such controlling Person or such Representatives
      for any reasonable legal or other expenses incurred by any of them in
      connection with investigating or defending any such loss, claim, damage,
      liability or action; PROVIDED, HOWEVER, that the Company shall not be
      liable to any such Person to the extent that any such loss, claim, damage
      or liability arises out of or is based upon an untrue statement or alleged
      untrue statement or omission or alleged omission made in said Registration
      Statement, preliminary Prospectus, amendment, supplement or document
      incident to registration or qualification of any Registrable Shares in
      reliance upon and in conformity with written information furnished to the
      Company through an instrument duly executed by such Person, or a Person
      duly acting on their behalf, specifically for use in the preparation
      thereof; PROVIDED FURTHER, HOWEVER, that the foregoing indemnity agreement
      is subject to the condition that, insofar as it relates to any untrue
      statement, allegedly untrue statement, omission or alleged omission made
      in any preliminary Prospectus but eliminated or remedied in the final
      Prospectus (filed pursuant to Rule 424 of the Securities Act), such
      indemnity agreement shall not inure to the benefit of any indemnified
      party from whom the Person asserting any loss, claim, damage, liability or
      expense purchased the Registrable Shares which are the subject thereof, if
      a copy of such final Prospectus had been timely made available to such
      Indemnified Person and such final Prospectus was not delivered to such
      Person with or prior to the written confirmation of the sale of such
      Registrable Shares to such Person.

            (b) In connection with any registration of Registrable Shares under
      the Securities Act pursuant to this Agreement, each seller of Registrable
      Shares shall enter into such reasonable customary indemnification
      agreements that indemnify and hold harmless (in the same manner and to the
      same extent as set forth in the paragraph (a) of this SECTION 8) the
      Company, each underwriter or broker involved in such offering, each other
      seller of Registrable Shares under such Registration Statement, each
      Person who controls any of the foregoing Persons within the meaning of the
      Securities Act and any Representative of the foregoing Persons with
      respect to any statement or omission from such Registration Statement, any
      preliminary Prospectus or final Prospectus contained therein, any
      amendment or supplement thereto or any document incident to registration
      or qualification of any Registrable Shares, if such statement or omission
      was made in reliance upon and in conformity with written information
      furnished to the Company or such underwriter through an instrument duly
      executed by such seller or a Person duly acting on their behalf
      specifically for use in connection with the preparation of such
      Registration Statement, preliminary Prospectus, final Prospectus,
      amendment or


                                       13
<Page>

      supplement; PROVIDED, HOWEVER, that the maximum amount of liability in
      respect of such indemnification shall be limited, in the case of each
      seller of Registrable Shares, to an amount equal to the net proceeds
      actually received by such seller from the sale of Registrable Shares
      effected pursuant to such registration.

            (c) Promptly after receipt by an indemnified party of notice of the
      commencement of any action involving a claim referred to in the preceding
      paragraphs of this SECTION 8, such indemnified party will, if a claim in
      respect thereof is made against an indemnifying party, give written notice
      to the latter of the commencement of such action (PROVIDED HOWEVER, that
      an indemnified party's failure to give such notice in a timely manner
      shall only relieve the indemnification obligations of an indemnifying
      party to the extent such indemnifying party is prejudiced by such
      failure). In case any such action is brought against an indemnified party,
      the indemnifying party will be entitled to participate in and to assume
      the defense thereof, jointly with any other indemnifying party similarly
      notified to the extent that it may wish, with counsel reasonably
      satisfactory to such indemnified party, and after notice from the
      indemnifying party to such indemnified party of its election so to assume
      the defense thereof, the indemnifying party shall not be responsible for
      any legal or other expenses subsequently incurred by the indemnified party
      in connection with the defense thereof; PROVIDED, HOWEVER, that if any
      indemnified party shall have reasonably concluded that there may be one or
      more legal or equitable defenses available to such indemnified party which
      are in addition to or conflict with those available to the indemnifying
      party, or that such claim or litigation involves or could have an effect
      upon matters beyond the scope of the indemnity agreement provided in this
      SECTION 8, the indemnifying party shall not have the right to assume the
      defense of such action on behalf of such indemnified party and such
      indemnifying party shall reimburse such indemnified party and any Person
      controlling such indemnified party for that portion of the fees and
      expenses of any one lead counsel (PLUS appropriate special and local
      counsel) retained by the indemnified party which are reasonably related to
      the matters covered by the indemnity agreement provided in this SECTION 8.

            (d) If the indemnification provided for in this SECTION 8 is held by
      a court of competent jurisdiction to be unavailable to an indemnified
      party with respect to any loss, claim, damage or liability referred to
      herein, then the indemnifying party, in lieu of indemnifying such
      indemnified party hereunder, shall contribute to the amounts paid or
      payable by such indemnified party as a result of such loss, claim, damage
      or liability in such proportion as is appropriate to reflect the relative
      fault of the indemnifying party on the one hand and of the indemnified
      party on the other hand in connection with the statements or omissions
      which resulted in such loss, claim, damage or liability as well as any
      other relevant equitable considerations; PROVIDED, HOWEVER, that the
      maximum amount of liability in respect of such contribution shall be
      limited, in the case of each seller of Registrable Shares, to an amount
      equal to the net proceeds actually received by such seller from the sale
      of Registrable Shares effected pursuant to such registration. The relative
      fault of the indemnifying party and of the indemnified party shall be
      determined by reference to, among other things, whether the untrue or
      alleged untrue statement of a material fact or the omission to state a
      material fact relates to information supplied by the indemnifying party or
      by the


                                       14
<Page>

      indemnified party and the parties' relative intent, knowledge, access to
      information and opportunity to correct or prevent such statement or
      omission.

            (e) The indemnification and contribution provided for under this
      Agreement will remain in full force and effect regardless of any
      investigation made by or on behalf of the indemnified party and will
      survive the Transfer of securities.

      SECTION 9. UNDERWRITING AGREEMENT.

            (a) Notwithstanding the provisions of SECTIONS 5, 6 and 8, to the
      extent that the Stockholders selling Registrable Shares in a proposed
      registration shall enter into an underwriting or similar agreement, which
      agreement contains provisions covering one or more issues addressed in
      such Sections of this Agreement, the provisions contained in such Sections
      of this Agreement addressing such issue or issues shall be of no force or
      effect with respect to such registration, but this provision shall not
      apply to the Company if the Company is not a party to the underwriting or
      similar agreement.

            (b) If any registration pursuant to SECTIONS 2 or 3 is requested to
      be an underwritten offering, the Company shall negotiate in good faith to
      enter into a reasonable and customary underwriting agreement with the
      underwriters thereof. The Company shall be entitled to receive indemnities
      from lead institutions, underwriters, selling brokers, dealer managers and
      similar securities industry professionals participating in the
      distribution, to the same extent as provided above with respect to
      information so furnished in writing by such Persons specifically for
      inclusion in any Prospectus or Registration Statement and to the extent
      customary given their role in such distribution.

            (c) No Stockholder may participate in any registration hereunder
      that is underwritten unless such Stockholder agrees to (i) sell such
      Stockholder's Registrable Shares proposed to be included therein on the
      basis provided in any underwriting arrangements acceptable to the Company
      and the Majority of Investors and (ii) as expeditiously as possible,
      notify the Company of the occurrence of any event concerning such
      Stockholder as a result of which the Prospectus relating to such
      registration contains an untrue statement of a material fact or omits to
      state a material fact required to be stated therein or necessary to make
      the statements therein, in light of the circumstances under which they
      were made, not misleading.

      SECTION 10. SUSPENSION.

            Anything contained in this Agreement to the contrary
notwithstanding, the Company may (not more than once with respect to each
registration), by notice in writing to each holder of Registrable Shares to
which a Prospectus relates, require such holder to suspend, for up to 90 days
(the "SUSPENSION PERIOD"), the use of any Prospectus included in a Registration
Statement filed under SECTIONS 2, 3 or 4 if a Material Transaction exists that
would require an amendment to such Registration Statement or supplement to such
Prospectus (including any such amendment or supplement made through
incorporation by reference to a report filed under


                                       15
<Page>

Section 13 of the Exchange Act). The period during which such Prospectus must
remain effective shall be extended by a period equal to the Suspension Period.
The Company may (but shall not be obligated to) withdraw the effectiveness of
any Registration Statement subject to this provision.

      SECTION 11. INFORMATION BY HOLDER.

            Each holder of Registrable Shares to be included in any registration
shall furnish to the Company and the managing underwriter such written
information regarding such holder and the distribution proposed by such holder
as the Company or the managing underwriter may reasonably request in writing and
as shall be reasonably required in connection with any registration,
qualification or compliance referred to in this Agreement.

      SECTION 12. EXCHANGE ACT COMPLIANCE.

            From and after the Registration Date or such earlier date as a
registration statement filed by the Company pursuant to the Exchange Act
relating to any class of the Company's securities shall have become effective,
the Company shall comply with all of the reporting requirements of the Exchange
Act (whether or not it shall be required to do so) and shall comply with all
other public information reporting requirements of the Commission which are
conditions to the availability of Rule 144 for the sale of the Common Stock. The
Company shall cooperate with each Stockholder in supplying such information as
may be necessary for such Stockholder to complete and file any information
reporting forms presently or hereafter required by the Commission as a condition
to the availability of Rule 144.

      SECTION 13. NO CONFLICT OF RIGHTS.

            The Company represents and warrants to the Stockholders that the
registration rights granted to the Stockholders hereby do not conflict with any
other registration rights granted by the Company. The Company shall not, after
the date hereof, grant any registration rights which conflict with or impair, or
have any priority over, the registration rights granted hereby. In any
underwritten public offering, the managing underwriter shall be a nationally
recognized investment banking firm selected by the Company, and reasonably
acceptable to a Majority of Investors if the Investors would have the right
(prior to giving effect to any cutbacks) to include Registrable Shares in such
public offering.

      SECTION 14. TERMINATION.

            This Agreement shall terminate and be of no further force or effect
when there shall not be any Restricted Securities; PROVIDED HOWEVER, that
SECTIONS 7 and 8 shall survive the termination of this Agreement.

      SECTION 15. SUCCESSORS AND ASSIGNS.

            This Agreement shall bind and inure to the benefit of the Company
and the Stockholders and, subject to SECTION 16, their respective successors and
assigns.


                                       16
<Page>

      SECTION 16. ASSIGNMENT.

            Each Stockholder may assign its rights hereunder to any purchaser
from such Stockholder of Restricted Securities; PROVIDED, HOWEVER, that such
purchaser shall, as a condition to the effectiveness of such assignment, be
required to execute a counterpart to this Agreement agreeing to be treated as an
Investor or Management Stockholder hereunder, as applicable, whereupon such
purchaser shall have the benefits of, and shall be subject to the restrictions
contained in, this Agreement as an Investor or Management Stockholder, as
applicable.

      SECTION 17. ENTIRE AGREEMENT.

            This Agreement contains the entire agreement among the parties with
respect to the subject matter hereof and supersedes all prior agreements and
understandings with respect hereto, all of which are hereby terminated in their
entirety and of no further force or effect.

      SECTION 18. NOTICES.

            All notices, requests, consents and other communications hereunder
to any party shall be deemed to be sufficient if contained in a written
instrument and shall be deemed to have been duly given when delivered in Person,
by telex, telegram or telecopy, by overnight courier, or by first class
registered or certified mail, postage prepaid, addressed to such party at the
address set forth below or such other address as may hereafter be designated in
writing by the addressee to the sender:

                  (i) if to the Company, to:

                          Jet Blue Airways Corporation
                          6322 South 3000 East, Suite G-10
                          Salt Lake City, UT  84121
                          Telephone: 801-365-2522
                          Telecopy:  801-944-4840
                          Attention: Thomas Kelly

                          with a copy to:

                          Brobeck, Phleger & Harrison LLP
                          2200 Geng Road
                          Two Embarcadero Center
                          Palo Alto, CA  94303
                          Telephone: (650) 812-2583
                          Telecopy:  (650) 496-2733
                          Attention: Therese A. Mrozek, Esq.

                  (ii) if to any Management Stockholder, to him or her at the
            address set forth in the books of the Company;


                                       17
<Page>

                             with a copy to:

                             Brobeck, Phlegler & Harrison LLP
                             2200 Geng Road
                             Two Embarcadero Center
                             Palo Alto, CA  94303
                             Telephone: (650) 812-2583
                             Telecopy:  (650) 496-2733
                             Attention: Therese A. Mrozek, Esq.

                  (iii) if to any Investor, to him, her or it at the address set
            forth on SCHEDULE I or, if none, in the books of the Company.

                             with a copy to:

                             O'Sullivan Graev & Karabell, LLP
                             30 Rockefeller Plaza
                             24th Floor
                             New York, New York  10112
                             Telephone: (212) 408-2400
                             Telecopy:  (212) 728-5950
                             Attention: Harvey M. Eisenberg, Esq.

All such notices, requests, consents and other communications shall be deemed to
have been delivered (a) in the case of personal delivery, telex, telegram or
telecopy, on the date of such delivery, (b) in the, case of overnight courier,
on the next business day, and (c) in the case of mailing, on the fifth business
day following such mailing.

      SECTION 19. MODIFICATIONS; AMENDMENTS; WAIVERS.

            The terms and provisions of this Agreement may not be modified or
amended, nor may any provision applicable to the Stockholders be waived, except
pursuant to a writing signed by (i) the Company, (ii) Investors holding 66 2/3%
of the Common Stock Equivalents of the Company held by all Investors and (iii)
Management Stockholders holding a majority of the Common Stock held by all
Management Stockholders; PROVIDED, HOWEVER, that (A) any such amendment,
modification, or waiver that would adversely affect the rights hereunder of any
Stockholder, in its capacity as a Stockholder, without similarly affecting the
rights hereunder of all Stockholders of such class, in their capacities as
Stockholders of such class, shall not be effective as to such Stockholder
without its prior written consent, (B) SCHEDULE I to this Agreement shall be
deemed to be automatically amended from time to time to reflect the addition to
this Agreement of any Person identified in clause (ii) of the definition of
Investors and (C) SCHEDULE II to this Agreement shall be deemed to be
automatically amended from time to time to reflect the addition to this
Agreement of any Person identified in clause (ii) of the definition of
Management Stockholder.


                                       18
<Page>

      SECTION 20. HEADINGS.

            The headings of the various sections of this Agreement have been
inserted for convenience of reference only and shall not be deemed to be a part
of this Agreement.

      SECTION 21. SEVERABILITY.

            It is the desire and intent of the parties that the provisions of
this Agreement be enforced to the fullest extent permissible under the law and
public policies applied in each jurisdiction in which enforcement is sought.
Accordingly, if any provision of this Agreement would be held in any
jurisdiction to be invalid, prohibited or unenforceable for any reason, such
provision, as to such jurisdiction, shall be ineffective, without invalidating
the remaining provisions of this Agreement or affecting the validity or
enforceability of such provision in any other jurisdiction. Notwithstanding the
foregoing, if such provision could be more narrowly drawn so as not to be
invalid, prohibited or unenforceable in such jurisdiction, it shall, as to such
jurisdiction, be so narrowly drawn, without invalidating the remaining
provisions of this Agreement or affecting the validity or enforceability of such
provision in any other jurisdiction.

      SECTION 22. GOVERNING LAW; ETC.

            All questions concerning the construction, interpretation and
validity of this Agreement shall be governed by and construed and enforced in
accordance with the domestic laws of the State of New York, without giving
effect to any choice or conflict of law provision or rule (whether in the State
of New York or any other jurisdiction) that would cause the application of the
laws of any jurisdiction other than the State of New York. In furtherance of the
foregoing, the internal law of the State of New York will control the
interpretation and construction of this Agreement, even if under such
jurisdiction's choice of law or conflict of law analysis, the substantive law of
some other jurisdiction would ordinarily apply.

      SECTION 23. COUNTERPARTS; VALIDITY.

            This Agreement may be executed in any number of counterparts, each
of which shall be an original, but all of which taken together shall constitute
one and the same agreement, and telecopied signatures shall be effective. The
failure of any Person holding Registrable Shares to execute this Agreement shall
not render this Agreement invalid as between the Company and any other Person
holding Registrable Shares.

                                     * * * *


                                       19
<Page>

            IN WITNESS WHEREOF, the parties hereto have executed this Amended
and Restated Registration Rights Agreement on the date first written above.


                                   JET BLUE AIRWAYS CORPORATION

                                   By: /s/ David Neeleman
                                      ------------------------------------------
                                      Name:  David Neeleman
                                      Title: Chief Executive Officer


                                   CHASE NEW AIR INVESTORS (GC), LLC

                                   By: Chase Venture Capital Associates, L.P.,
                                       its Managing Member

                                   By: Chase Capital Partners
                                       its General Partner

                                   By: illegible
                                      ------------------------------------------
                                      Name:
                                      Title


                                   WESTON NEW AIR HOLDINGS

                                   By:

                                   By: /s/ Michael P. Lazarus
                                      ------------------------------------------
                                      Name:  Michael P. Lazarus
                                      Title: Managing Partner


                                   QUANTUM INDUSTRIAL PARTNERS LDC

                                   By: /s/ Richard D. Holahan, Jr.
                                      ------------------------------------------
                                      Name: Richard D. Holahan, Jr.
                                      Title: Attorney-in-Fact

     [Signature Page to Amended and Restated Registration Rights Agreement]
<Page>

                                      SFM DOMESTIC INVESTMENTS LLC

                                   By: /s/ Richard D. Holahan, Jr.
                                      ------------------------------------------
                                      Name: Richard D. Holahan, Jr.
                                      Title: Attorney-in-Fact


                                      NMS CAPITAL, L.P., a Delaware Limited
                                      Partnership

                                      By: NMS Capital Management LLC,
                                          its General Partner

                                      By: /s/ Edward J. McCaffrey
                                         ---------------------------------------
                                         Name:  Edward J. McCaffrey
                                         Title: A Member


                                      BAS CAPITAL FUNDING CORPORATION

                                      By: /s/ Edward J. McCaffrey
                                         ---------------------------------------
                                         Name:  Edward J. McCaffrey
                                         Title: CFO


                                      BANCBOSTON VENTURES INC.

                                      By: /s/ Lee J. Tesani
                                         ---------------------------------------
                                         Name: Lee J. Tesani
                                         Title: Managing Director

     [Signature Page to Amended and Restated Registration Rights Agreement]
<Page>

                                MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY

                                By: David L. Babson and Company Incorporated as
                                Investment Advisor

                                By: /s/ Clifford M. Noreen
                                   --------------------------------------------
                                   Name: Clifford M. Noreen
                                   Title: Managing Director


                                MASSMUTUAL HIGH YIELD PARTNERS II, LLC

                                By: HYP Management Inc. as managing member

                                By: /s/ Clifford M. Noreen
                                   --------------------------------------------
                                   Name: Clifford M. Noreen
                                   Title: Vice President


                                MASSMUTUAL CORPORATE VALUE PARTNERS LIMITED

                                By: David L. Babson and Company Incorporated
                                   under delegated authority from Massachusetts
                                   Mutual Life Insurance Company as Investment
                                   Manager

                                By: /s/ Clifford M. Noreen
                                   --------------------------------------------
                                   Name: Clifford M. Noreen
                                   Title: Managing Director


                                NEELEMAN HOLDINGS, LC

                                By: /s/ David Neeleman
                                   --------------------------------------------
                                   Name:
                                   Title:

     [Signature Page to Amended and Restated Registration Rights Agreement]
<Page>

                                PETERSON VENTURES III, LLC

                                By: /s/ Joel Peterson
                                   --------------------------------------------
                                   Name:  Joel Peterson
                                   Title: Managing Member

                                KELLY HOLDINGS, LLC

                                By: /s/ Thomas E. Kelly
                                   --------------------------------------------
                                   Name: Thomas E. Kelly
                                   Title: Manager

                                WILCOX HOLDINGS, LLC


                                By: /s/ Alexander D. Wilcox
                                   --------------------------------------------
                                   Name: Alexander D. Wilcox
                                   Title: Manager

                                /s/ David Barger
                                -----------------------------------------------
                                David Barger

     [Signature Page to Amended and Restated Registration Rights Agreement]
<Page>

                                    /s/ David Chalmers
                                    --------------------------------------------
                                    David Chalmers

                                    /s/ David Checketts
                                    --------------------------------------------
                                    David Checketts

                                    /s/ Amy Curtis
                                    --------------------------------------------
                                    Amy Curtis

                                    /s/ Cathi Davis
                                    --------------------------------------------
                                    Cathi Davis

                                    /s/ Cindy England
                                    --------------------------------------------
                                    Cindy England

                                    /s/ David Ferguson
                                    --------------------------------------------
                                    David Ferguson

                                    /s/ Martin Hart
                                    --------------------------------------------
                                    Martin Hart

                                    /s/ Daniel Hersh   Judith Hersh
                                    --------------------------------------------
                                    Daniel Hersh

                                    /s/ Mark Hill
                                    --------------------------------------------
                                    Mark Hill

                                    /s/ Robert Land
                                    --------------------------------------------
                                    Robert Land

                                    /s/ Michael Lazarus
                                    --------------------------------------------
                                    Michael Lazarus

                                    /s/ Kevin C. Murphy
                                    --------------------------------------------
                                    Kevin C. Murphy

     [Signature Page to Amended and Restated Registration Rights Agreement]
<Page>

                                    /s/ John Owen
                                    --------------------------------------------
                                    John Owen

                                    /s/ Thomas A. Patterson
                                    --------------------------------------------
                                    Thomas Patterson

                                    /s/ Joel Peterson
                                    --------------------------------------------
                                    Joel Peterson

                                    /s/ Usto Schultz
                                    --------------------------------------------
                                    Usto Schultz



                                    ASHWOO CAPITAL PARTNERS II

                                    /s/ Lawrence Twill
                                    --------------------------------------------
                                By: Lawrence Twill

                                    /s/ David F. Ulmer
                                    --------------------------------------------
                                    David F. Ulmer

                                    n/a
                                    --------------------------------------------
                                    Alex Wilcox

                                    /s/ Kenneth Wooley
                                    --------------------------------------------
                                    Ken Wooley


                                    JAMESTICS LTD.

                                    By: /s/ June M. Morris
                                       -----------------------------------------
                                       Name: June Morris
                                       Title: Co-Manager


                                    L&C DEVELOPMENT, LP

                                    By: /s/ David Checketts
                                       -----------------------------------------
                                       Name:  David Checketts
                                       Title: Partner

     [Signature Page to Amended and Restated Registration Rights Agreement]
<Page>

                                   SCHEDULE I

                                  STOCKHOLDERS

Alex Wilcox                                      BAS Capital Funding Corporation
Amy Curtis                                       Quantum Industrial Partners LDC
BAS Capital Funding Corporation                  Robert Land
BancBoston Ventures, Inc.                        SFM Domestic Investments LLC
Chase New Air Investors                          Thomas Patterson
Cindy England                                    Usto Schulz
Daniel & Judith Hersh                            Weston New Air Holdings
David Chalmers                                   Wilcox Holdings LLC
David Checketts/L&C Development, LP
David Ferguson
David Ulmer
Gerluch & Co.
Jamestics Ltd.
Joel Peterson/Peterson Ventures III, LLC
Kelly Holdings
Ken Wooley
Kevin Murphy
Lawrence Twill
Mark Hill
Martin Hart
Mass Mutual Life Insurance Company
Michael Lazarus
Neeleman Holdings

<Page>

                                   SCHEDULE II

                             MANAGEMENT STOCKHOLDERS

David Barger
John Owen
Amy Curtis
Cathi Davis
Daniel and Judith Hersh
Mark Hill
Robert Land
Kevin C. Murphy
Usto Schulz
Lawrence Twill
David Ulmer
Wilcox Holdings, LLC
Neeleman Holdings, LC
Kelly Holdings, LC