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EXHIBIT 4.3  


 
 

JETBLUE AIRWAYS CORPORATION    
    


 
 

AMENDMENT NO. 1
  TO
  AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT    



        This
Amendment No.1 ("Amendment") dated as of June 30, 2003 to the Amended and Restated Registration Rights Agreement of JetBlue Airways Corporation (the "Company") dated as of
August 10, 2000 (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)
	designating
the text in the first paragraph thereof as subsection (a); and



	(b)
	inserting
the following as subsection 4(b): 




        "(b)
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 July 2003 or in any registration statement relating to the convertible debt securities to be offered in a Rule 144A offering in or
about July 2003 or any securities issuable, or in any amendments (including post-effective amendments) or supplements thereto." 




        2.    Amendment of Section 18.    Section 18 is hereby amended by substituting the following for receipt
of copies of communications to the Company: 




Nixon
Peabody LLP

437 Madison Avenue

New York, New York 10022

Telephone: (212) 940-3140

Telecopy:    (866) 947-2436

Attention: Richard F. Langan, Jr., Esq. 





        3.    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 July 2003 or in any registration statement relating to the convertible
debt securities to be offered in a Rule 144A offering in or about July 2003 or any securities issuable, or in any amendments (including post-effective amendments) or 






 

supplements
thereto, or to receive any notice, communications or other information with respect thereto. 


        4.    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. 


        5.    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. 



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



	 	 	COMPANY:
	

 	
 	

JETBLUE AIRWAYS CORPORATION
	

 	
 	

By:	
 	

/s/  JOHN OWEN      

	 	 	Name:	 	John Owen
	 	 	Title:	 	Chief Financial Officer
	

 	
 	
INVESTORS:
	

 	
 	

NEELEMAN HOLDINGS, LLC
	

 	
 	

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/  JOHN F. BROWN      

	 	 	Name:	 	John F. Brown
	 	 	Title:	 	Attorney-in-Fact
	

 	
 	
MANAGEMENT STOCKHOLDERS:
	

 	
 	

 	
 	

/s/  DAVID NEELEMAN      

	 	 	 	 	(Neeleman Holdings, by David Neeleman)
	

 	
 	

 	
 	

KELLY HOLDINGS, L.C.
	

 	
 	

By:	
 	

/s/  THOMAS KELLY      

	 	 	 	 	Managing Member
	

 	
 	

 	
 	

/s/  DAVID BARGER      

	 	 	 	 	David Barger




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JETBLUE AIRWAYS CORPORATION

AMENDMENT NO. 1 TO AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT