Exhibit
4.1


JETBLUE
AIRWAYS CORPORATION


AMENDMENT NO. 3


TO


AMENDED AND
RESTATED REGISTRATION RIGHTS AGREEMENT


This Amendment No. 3
(“Amendment”) dated as of October 4, 2004 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, and as further amended by Amendment No. 2 thereto dated as of
October 6, 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 66 2/3% 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 66 2/3% 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(d):


                                                                                “(d)  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 2004
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 2004
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.


 


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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/ Holly Nelson

  
	
   

  	
  Name:

  	
  Holly Nelson

  
	
   

  	
  Title:

  	
  Vice President,
  Controller and

  
	
   

  	
   

  	
  Chief
  Accounting 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)

  
				



 


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