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                   Exchange and Registration Rights Agreement

                          Dated as of December 6, 2002

                                     between

                           Continental Airlines, Inc.

                                       and

                       Morgan Stanley & Co. Incorporated.


















                              Continental Airlines
                      Floating Rate Secured Notes due 2007





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<PAGE>

                   EXCHANGE AND REGISTRATION RIGHTS AGREEMENT


          THIS EXCHANGE AND REGISTRATION RIGHTS AGREEMENT (the "AGREEMENT") is
made and entered into as of December 6, 2002, between Continental Airlines,
Inc., a Delaware corporation (the "COMPANY") and Morgan Stanley & Co.
Incorporated (the "INITIAL PURCHASER").

          This Agreement is made pursuant to the Purchase Agreement dated
December 2, 2002 between the Company and the Initial Purchaser (the "PURCHASE
AGREEMENT"), which provides that the Company will issue and sell an aggregate of
$200,000,000 principal amount of Floating Rate Secured Notes due 2007 (the
"INITIAL SECURITIES"). In order to induce the Initial Purchaser to enter into
the Purchase Agreement, the Company has agreed to provide to the Initial
Purchaser and its successors, assigns and direct and indirect transferees the
exchange and registration rights set forth in this Agreement. The execution and
delivery of this Agreement is a condition to the closing under the Purchase
Agreement.

          In consideration of the foregoing, the parties hereto agree as
follows:

          1. DEFINITIONS. The definitions set forth in this Agreement shall
apply equally to both singular and plural forms of the terms defined. As used in
this Agreement, the following capitalized defined terms shall have the following
meanings:

          "1933 ACT" shall mean the Securities Act of 1933, as amended from time
     to time.

          "1934 ACT" shall mean the Securities Exchange Act of 1934, as amended
     from time to time.

          "AGREEMENT" shall have the meaning set forth in the preamble of this
     Agreement.

          "BUSINESS DAY" shall mean any day on which the New York Stock
     Exchange, Inc. is open for trading and banks in The City of New York are
     open for business; references to "day" shall mean a calendar day.

          "CLOSING DATE" shall mean the Closing Date as defined in the Purchase
     Agreement.

          "COMPANY" shall have the meaning set forth in the preamble of this
     Agreement and shall include the Company's successors.

          "DTC" shall mean the Depository Trust Company or any other depositary
     appointed by the Company; PROVIDED, HOWEVER, that any such depositary must
     have an address in the Borough of Manhattan, in The City of New York.

          "EXCHANGE OFFER" shall mean the exchange offer by the Company of
     Exchange Securities for Registrable Securities pursuant to Section 2(a)
     hereof.

<PAGE>

          "EXCHANGE OFFER REGISTRATION" shall mean a registration under the 1933
     Act effected pursuant to Section 2(a) hereof.

          "EXCHANGE OFFER REGISTRATION STATEMENT" shall mean a Registration
     Statement on Form S-4 (or, if applicable, on another appropriate form)
     filed with the SEC pursuant to Section 2(a) hereof, and all amendments and
     supplements to such Registration Statement, in each case including the
     Prospectus contained therein, all exhibits thereto and all material
     incorporated by reference therein.

          "EXCHANGE SECURITIES" shall mean the securities issued under the
     Indenture and otherwise containing terms identical in all material respects
     to the Initial Securities (except that, with respect to the Exchange
     Securities, (i) interest thereon shall accrue as set forth in Section 2(a)
     hereof, (ii) the transfer restrictions thereon shall be eliminated, (iii)
     certain provisions relating to an increase in the stated rate of interest
     thereon shall be eliminated and (iv) such Exchange Securities shall
     initially be available only in book-entry form) to be offered to Holders of
     Initial Securities in exchange for Initial Securities pursuant to the
     Exchange Offer.

          "HOLDER INFORMATION" shall have the meaning set forth in Section 5(a)
     of this Agreement.

          "HOLDERS" shall mean the Initial Purchaser, for so long as it owns any
     Registrable Securities, and its successors, assigns and direct and indirect
     transferees who become registered owners of Registrable Securities under
     the Indenture; PROVIDED that for purposes of Section 5 hereof, the term
     "Holder" shall include Participating Broker-Dealers.

          "INDENTURE" shall mean the Indenture entered into as of December 6,
     2002, among (i) the Company, (ii) the Trustee, (iii) the Liquidity Provider
     and (iv) the Policy Provider under which the Initial Securities are issued,
     as amended from time to time in accordance with the provisions thereof.

          "INITIAL PURCHASER" shall have the meaning set forth in the preamble
     of this Agreement.

          "INITIAL SECURITIES" shall have the meaning set forth in the preamble
     of this Agreement.

          "LIQUIDITY PROVIDER" shall have the meaning set forth in the
     Indenture.

          "MAJORITY HOLDERS" shall mean the Holders of a majority of the
     aggregate principal amount of outstanding Registrable Securities; PROVIDED
     that whenever the consent or approval of Holders of a specified percentage
     of Registrable Securities is required hereunder, Registrable Securities
     held by the Company or any of its "affiliates" (as such term is defined in
     Rule 405 under the 1933 Act) (other than the Initial Purchaser or

<PAGE>

     subsequent holders of Registrable Securities if such subsequent holders are
     deemed to be affiliates solely by reason of their holding of such
     Registrable Securities) shall be disregarded in determining whether such
     consent or approval was given by the Holders of such required percentage or
     amount.

          "NASD" shall mean the National Association of Securities Dealers, Inc.

          "PARTICIPATING BROKER-DEALER" shall have the meaning set forth in
     Section 3(f) hereof.

          "PERSON" shall mean an individual, partnership, limited liability
     company, corporation, trust or unincorporated organization, or a government
     or agency or political subdivision thereof.

          "POLICY PROVIDER" shall have the meaning set forth in the Indenture.

          "POLICY PROVIDER INFORMATION" shall have the meaning set forth in the
     Indemnification Agreement.

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

          "PURCHASE AGREEMENT" shall have the meaning set forth in the preamble
     of this Agreement.

          "REGISTRABLE SECURITIES" shall mean the Initial Securities; PROVIDED,
     HOWEVER, that the Initial Securities shall cease to be Registrable
     Securities when (i) a Shelf Registration Statement with respect to such
     Initial Securities shall have been declared effective under the 1933 Act
     and such Initial Securities shall have been disposed of pursuant to such
     Shelf Registration Statement, (ii) such Initial Securities shall have been
     sold to the public pursuant to Rule 144 (or any similar provision then in
     force, but not Rule 144A) under the 1933 Act or may then be sold to the
     public pursuant to paragraph (k) of said Rule 144 (or any similar provision
     then in force) by Holders other than "affiliates" or former "affiliates"
     (as such term is defined in paragraph (a) of Rule 144) of the Company,
     (iii) such Initial Securities shall have ceased to be outstanding or (iv)
     such Initial Securities have been exchanged for Exchange Securities upon
     consummation of the Exchange Offer.

          "REGISTRATION DEFAULT" shall have the meaning set forth in Section
     2(b) hereof.

<PAGE>

          "REGISTRATION EVENT" shall mean the declaration of the effectiveness
     by the SEC of an Exchange Offer Registration Statement or a Shelf
     Registration Statement.

          "REGISTRATION EXPENSES" shall mean any and all expenses incident to
     performance of or compliance by the Company with this Agreement, including
     without limitation: (i) all SEC, stock exchange or NASD registration and
     filing fees, (ii) all fees and expenses incurred in connection with
     compliance with state or other securities or blue sky laws and compliance
     with the rules of the NASD (including reasonable fees and disbursements of
     counsel for any underwriters or Holders in connection with state or other
     securities or blue sky qualification of any of the Exchange Securities or
     Registrable Securities), (iii) all expenses of any Persons in preparing or
     assisting in preparing, word processing, printing and distributing any
     Registration Statement, any Prospectus, any amendments or supplements
     thereto, any underwriting agreements, securities sales agreements and other
     documents relating to the performance of and compliance with this
     Agreement, (iv) all rating agency fees, (v) all fees and expenses incurred
     in connection with the listing, if any, of any of the Registrable
     Securities on any securities exchange or exchanges, (vi) all fees and
     disbursements relating to the qualification of the Indenture under
     applicable securities laws, (vii) the fees and disbursements of counsel for
     the Company and of the independent public accountants of the Company,
     including the expenses of any special audits or "cold comfort" letters
     required by or incident to such performance and compliance, (viii) the fees
     and expenses of the Trustee, including its counsel, and any custodian, and
     (ix) any reasonable fees and disbursements of the underwriters, if any, and
     the reasonable fees and expenses of any special experts retained by the
     Company in connection with any Registration Statement, in each case as are
     customarily required to be paid by issuers or sellers of securities, but
     excluding fees of counsel to the underwriters or the Holders and
     underwriting discounts and commissions and transfer taxes, if any relating
     to the sale or disposition of Registrable Securities by a Holder.

          "REGISTRATION STATEMENT" shall mean any registration statement of the
     Company which covers any of the Exchange Securities or Registrable
     Securities pursuant to the provisions of this Agreement, 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.

          "SEC" shall mean the Securities and Exchange Commission, as from time
     to time constituted or created under the 1934 Act, or, if at any time after
     the execution of this instrument such Commission is not existing and
     performing the duties now assigned to it under the TIA, then the body
     performing such duties on such date.

          "SHELF REGISTRATION" shall mean a registration under the 1933 Act
     effected pursuant to Section 2(b) hereof.

          "SHELF REGISTRATION STATEMENT" shall mean a "shelf" registration
     statement of the Company pursuant to the provisions of Section 2(b) hereof

<PAGE>

     which covers some or all of the Registrable Securities on an appropriate
     form under Rule 415 under the 1933 Act, or any similar rule that may be
     adopted by the SEC, and all amendments and supplements to 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.

          "STAFF" shall mean the Staff of the Division of Corporation Finance of
     the SEC.

          "TIA" shall have the meaning set forth in Section 3(l) hereof.

          "TRUSTEE" shall mean the trustee under the Indenture.

          "UPDATED POLICY PROVIDER INFORMATION" shall mean the Policy Provider
     Information as updated by the Company in accordance with the Policy
     Provider's instructions, if any.

          2. REGISTRATION UNDER THE 1933 ACT. (a) EXCHANGE OFFER REGISTRATION.
To the extent not prohibited by any applicable law or applicable interpretation
of the Staff, the Company shall use its best efforts (A) to file with the SEC
within 120 days after the Closing Date an Exchange Offer Registration Statement
covering the offer by the Company to the Holders to exchange all of the
Registrable Securities for Exchange Securities, (B) to cause such Exchange Offer
Registration Statement to be declared effective by the SEC within 180 days after
the Closing Date, (C) to cause such Registration Statement to remain effective
until the closing of the Exchange Offer and (D) to consummate the Exchange Offer
within 210 days after the Closing Date. Upon the effectiveness of the Exchange
Offer Registration Statement, the Company shall promptly commence the Exchange
Offer, it being the objective of such Exchange Offer to enable each Holder
(other than Participating Broker-Dealers) eligible and electing to exchange
Registrable Securities for Exchange Securities (assuming that such Holder is not
an affiliate of the Company within the meaning of Rule 405 under the 1933 Act,
acquires the Exchange Securities in the ordinary course of such Holder's
business and has no arrangements or understandings with any person to
participate in the Exchange Offer for the purpose of distributing the Exchange
Securities) to trade such Exchange Securities from and after their receipt
without any limitations or restrictions under the 1933 Act and without material
restrictions under the securities laws of a substantial proportion of the
several states of the United States.

          In connection with the Exchange Offer, the Company shall:

          (i) mail to each Holder a copy of the Prospectus forming part of the
     Exchange Offer Registration Statement, together with an appropriate letter
     of transmittal and related documents;

          (ii) keep the Exchange Offer open for not less than 30 days after the
     date notice thereof is mailed to the Holders (or longer if required by
     applicable law);

<PAGE>

          (iii) use the services of DTC for the Exchange Offer with respect to
     Initial Securities evidenced by global certificates;

          (iv) permit Holders to withdraw tendered Registrable Securities at any
     time prior to the close of business, New York City time, on the last
     Business Day on which the Exchange Offer shall remain open, by sending to
     the institution specified in the notice, a telegram, telex, facsimile
     transmission or letter setting forth the name of such Holder, the principal
     amount of Registrable Securities delivered for exchange, and a statement
     that such Holder is withdrawing its election to have such Registrable
     Securities exchanged;

          (v) use its best efforts to ensure that (i) any Exchange Offer
     Registration Statement and any amendment thereto and any Prospectus forming
     part thereof and any supplement thereto complies in all material respects
     with the 1933 Act and the rules and regulations thereunder, (ii) any
     Exchange Offer Registration Statement and any amendment thereto does not,
     when it becomes effective, contain 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 and (iii) any Prospectus
     forming part of any Exchange Offer Registration Statement, and any
     supplement to such Prospectus (as amended or supplemented from time to
     time), does not include an untrue statement of a material fact or omit to
     state a material fact necessary in order to make the statements, in the
     light of the circumstances under which they were made, not misleading;
     PROVIDED, HOWEVER, that in no such case shall the Company be responsible
     for the Updated Policy Provider Information or Holder Information included
     in the Exchange Offer Registration Statement, any Prospectus forming a part
     thereof, or any amendment or supplement thereto, as the case may be; and

          (vi) otherwise comply in all respects with all applicable laws
     relating to the Exchange Offer.

          As soon as practicable after the close of the Exchange Offer, the .
Company shall:

          (i) accept for exchange Registrable Securities duly tendered and not
     validly withdrawn pursuant to the Exchange Offer in accordance with the
     terms of the Exchange Offer Registration Statement and the letter of
     transmittal which is an exhibit thereto;

          (ii) cancel or cause to be canceled all Registrable Securities so
     accepted for exchange by the Company; and

          (iii) promptly cause to be authenticated and delivered Exchange
     Securities to each Holder of Registrable Securities equal in amount to the
     Registrable Securities of such Holder so accepted for exchange.

          Interest on each Exchange Security will accrue from the last date on
which interest was paid on the Registrable Securities surrendered in exchange
therefor or, if no interest has been paid on the Registrable Securities, from
the Closing Date. The Exchange Offer shall not be subject to any conditions,

<PAGE>

other than that the Exchange Offer, or the making of any exchange by a Holder,
does not violate applicable law or any applicable interpretation of the Staff.
Each Holder of Registrable Securities (other than Participating Broker-Dealers)
who wishes to exchange such Registrable Securities for Exchange Securities in
the Exchange Offer shall represent that (i) it is not an "affiliate" of the
Company within the meaning of Rule 405 under the 1933 Act, (ii) any Exchange
Securities to be received by it were acquired in the ordinary course of business
and (iii) it has no arrangement with any Person to participate in the
distribution (within the meaning of the 1933 Act) of the Exchange Securities.

          (b) SHELF REGISTRATION. (i) If, because of any change in law or
applicable interpretations thereof by the Staff, the Company is not permitted to
effect the Exchange Offer as contemplated by Section 2(a) hereof, or (ii) if for
any other reason the Exchange Offer Registration Statement is not declared
effective within 180 days after the Closing Date or the Exchange Offer is not
consummated within 210 days after the Closing Date (a "REGISTRATION DEFAULT"),
or (iii) if any Holder (other than the Initial Purchaser) is not eligible to
participate in the Exchange Offer or (iv) upon the request of the Initial
Purchaser (with respect to any Registrable Securities which it acquired directly
from the Company) following the consummation of the Exchange Offer if the
Initial Purchaser shall hold Registrable Securities which it acquired directly
from the Company and if the Initial Purchaser is not permitted, in the opinion
of counsel to the Initial Purchaser, pursuant to applicable law or applicable
interpretation of the Staff to participate in the Exchange Offer, the Company
shall, at its cost:

          (A) as promptly as practicable, file with the SEC a Shelf Registration
     Statement relating to the offer and sale of the Registrable Securities by
     the Holders from time to time in accordance with the methods of
     distribution elected by the Majority Holders of such Registrable Securities
     and set forth in such Shelf Registration Statement, and use its best
     efforts to cause such Shelf Registration Statement to be declared effective
     by the SEC by the 180th day after the Closing Date (or promptly in the
     event of a request by any Holder pursuant to clause (iii) above or the
     Initial Purchaser pursuant to clause (iv) above). In the event that the
     Company is required to file a Shelf Registration Statement upon the request
     of any Holder (other than the Initial Purchaser) not eligible to
     participate in the Exchange Offer pursuant to clause (iii) above or upon
     the request of the Initial Purchaser pursuant to clause (iv) above, the
     Company shall file and have declared effective by the SEC both an Exchange
     Offer Registration Statement pursuant to Section 2(a) hereof with respect
     to all Registrable Securities and a Shelf Registration Statement (which may
     be a combined Registration Statement with the Exchange Offer Registration
     Statement) with respect to offers and sales of Registrable Securities held
     by such Holder or the Initial Purchaser after completion of the Exchange
     Offer. If the Company files a Shelf Registration Statement pursuant to
     Section 2(b)(i) or (ii) hereof, the Company will no longer be required to
     effect the Exchange Offer;

          (B) use its best efforts to keep the Shelf Registration Statement
     continuously effective, in order to permit the Prospectus forming part
     thereof to be usable by Holders, until the end of the period referred to in
     Rule 144(k) (or one year from the Closing Date if such Shelf Registration
     Statement is filed upon the request of the Initial Purchaser pursuant to
     clause (iv) above) or such shorter period as shall end when all of the

<PAGE>

     Registrable Securities covered by the Shelf Registration Statement have
     been sold pursuant to the Shelf Registration Statement; and

          (C) notwithstanding any other provisions hereof, use its best efforts
     to ensure that (i) any Shelf Registration Statement and any amendment
     thereto and any Prospectus forming part thereof and any supplement thereto
     complies in all material respects with the 1933 Act and the rules and
     regulations thereunder, (ii) any Shelf Registration Statement and any
     amendment thereto does not, when it becomes effective, contain 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 and (iii) any Prospectus forming part of any Shelf Registration
     Statement, and any supplement to such Prospectus (as amended or
     supplemented from time to time), does not include an untrue statement of a
     material fact or omit to state a material fact necessary in order to make
     the statements, in the light of the circumstances under which they were
     made, not misleading; PROVIDED, HOWEVER, that in no such case shall the
     Company be responsible for the Updated Policy Provider Information or
     Holder Information included in the Shelf Offer Registration Statement, any
     Prospectus forming a part thereof, or any amendment or supplement thereto,
     as the case may be.

          The Company further agrees, if necessary, to supplement or amend the
Shelf Registration Statement if reasonably requested by the Majority Holders
with respect to information relating to the Holders and otherwise as required by
Section 3(b) hereof, to use all reasonable efforts to cause any such amendment
to become effective and such Shelf Registration Statement to become usable as
soon as practicable thereafter and to furnish to the Holders of Registrable
Securities copies of any such supplement or amendment promptly after its being
used or filed with the SEC.

          The Company shall be allowed a period of five days, beginning on the
first day a Registration Default occurs, to cure such Registration Default
before the Company will be required to comply with the requirements of Section
2(b) hereof.

          (c) EXPENSES. The Company shall pay all Registration Expenses in
connection with the registration pursuant to Section 2(a) or 2(b) hereof and, in
the case of any Shelf Registration Statement, will reimburse the Holders or the
Initial Purchaser for the reasonable fees and disbursements of one firm or
counsel designated in writing by the Majority Holders to act as counsel for the
Holders of the Registrable Securities in connection therewith. Each Holder shall
pay all expenses of its counsel, other than as set forth in the preceding
sentence, underwriting discounts and commissions and transfer taxes, if any,
relating to the sale or disposition of such Holder's Registrable Securities
pursuant to the Shelf Registration Statement.

          (d) EFFECTIVE REGISTRATION STATEMENT. (i) The Company will be deemed
not to have used its best efforts to cause the Exchange Offer Registration
Statement or the Shelf Registration Statement, as the case may be, to become, or
to remain, effective during the requisite period if the Company voluntarily

<PAGE>

takes any action that would result in any such Registration Statement not being
declared effective or in the Holders of Registrable Securities covered thereby
not being able to exchange or offer and sell such Registrable Securities during
that period unless (A) such action is required by applicable law or (B) such
action is taken by the Company in good faith and for valid business reasons (not
including avoidance of the Company's obligations hereunder), including, without
limitation, the acquisition or divestiture of assets, so long as the Company
promptly complies with the requirements of Section 3(j) hereof, if applicable.

          (ii) An Exchange Offer Registration Statement pursuant to Section 2(a)
hereof or a Shelf Registration Statement pursuant to Section 2(b) hereof will
not be deemed to have become effective unless it has been declared effective by
the SEC; PROVIDED, HOWEVER, that if, after it has been declared effective, the
offering of Registrable Securities pursuant to a Registration Statement is
interfered with by any stop order, injunction or other order or requirement of
the SEC or any other governmental agency or court, such Registration Statement
will be deemed not to have been effective during the period of such
interference, until the offering of Registrable Securities pursuant to such
Registration Statement may legally resume.

          (e) INCREASE IN INTEREST RATE. In the event that no Registration Event
has occurred on or prior to the 210th day after the Closing Date, the interest
rate per annum payable in respect of the Initial Securities shall be increased
by 0.50%, effective from and including such 210th day to but excluding the
earlier of (i) the date on which a Registration Event occurs and (ii) the date
on which there cease to be any Registrable Securities. In the event that the
Shelf Registration Statement (if it is filed), after it is declared effective by
the SEC, ceases to be effective at any time during the period specified by
Section 2(b)(B) hereof for more than 60 days, whether or not consecutive, during
any 12-month period, the interest rate payable in respect of the Initial
Securities shall be increased by 0.50% per annum from the 61st day of the
applicable 12-month period such Shelf Registration Statement ceases to be
effective until such time as the Shelf Registration Statement again becomes
effective (or, if earlier, the end of the period specified by Section 2(b)(B)
hereof).

          3. REGISTRATION PROCEDURES. In connection with the obligations of the
Company with respect to the Registration Statements pursuant to Sections 2(a)
and 2(b) hereof, the Company shall:

          (a) prepare and file with the SEC a Registration Statement, within the
     time period specified in Section 2 hereof, on the appropriate form under
     the 1933 Act, which form (i) shall be selected by the Company, (ii) shall,
     in the case of a Shelf Registration, be available for the sale of the
     Registrable Securities by the selling Holders thereof and (iii) shall
     comply as to form in all material respects with the requirements of the
     applicable form;

          (b) prepare and file with the SEC such amendments and post-effective
     amendments to each Registration Statement as may be necessary under
     applicable law to keep such Registration Statement effective for the
     applicable period; cause each Prospectus to be supplemented by any required

<PAGE>

     prospectus supplement, and as so supplemented to be filed pursuant to Rule
     424 under the 1933 Act;

          (c) in the case of a Shelf Registration, (i) notify each Holder of
     Registrable Securities when a Shelf Registration Statement with respect to
     the Registrable Securities has been filed and advise such Holders that the
     distribution of Registrable Securities will be made in accordance with the
     method elected by the Majority Holders; (ii) furnish to each Holder of
     Registrable Securities included within the coverage of the Shelf
     Registration Statement at least one copy of such Shelf Registration
     Statement and any post-effective amendment thereto, including financial
     statements and schedules, and, if the Holder so requests in writing, all
     reports, other documents and exhibits (including those incorporated by
     reference) at the expense of the Company; (iii) furnish to each Holder of
     Registrable Securities included within the coverage of the Shelf
     Registration Statement, to counsel for the Holders and to each underwriter
     of an underwritten offering of Registrable Securities, if any, without
     charge, as many copies of each Prospectus, including each preliminary
     Prospectus, and any amendment or supplement thereto as such Holder or
     underwriter may reasonably request in order to facilitate the public sale
     or other disposition of the Registrable Securities; and (iv) subject to the
     last paragraph of Section 3 hereof, consent to the use of the Prospectus or
     any amendment or supplement thereto by each of the selling Holders of
     Registrable Securities included in the Shelf Registration Statement in
     connection with the offering and sale of the Registrable Securities covered
     by the Prospectus or any amendment or supplement thereto;

          (d) use its best efforts to register or qualify the Registrable
     Securities or cooperate with the Holders of Registrable Securities and
     their counsel in the registration or qualification of such Registrable
     Securities under all applicable state securities or "blue sky" laws of such
     jurisdictions as any Holder of Registrable Securities covered by a
     Registration Statement and each underwriter of an underwritten offering of
     Registrable Securities shall reasonably request in writing to cooperate
     with the Holders in connection with any filings required to be made with
     the NASD, and do any and all other acts and things which may be reasonably
     necessary or advisable to enable such Holders to consummate the disposition
     in each such jurisdiction of such Registrable Securities owned by such
     Holders; PROVIDED, HOWEVER, that in no event shall the Company be required
     to (i) qualify as a foreign corporation or as a dealer in securities in any
     jurisdiction where it would not otherwise be required to qualify but for
     this Section 3(d) or (ii) take any action which would subject it to general
     service of process or taxation in any such jurisdiction if it is not then
     so subject;

          (e) in the case of a Shelf Registration, notify each Holder of
     Registrable Securities promptly and, if requested by such Holder or its
     counsel, confirm such advice in writing promptly (i) when a Shelf
     Registration Statement has become effective and when any post-effective
     amendments and supplements thereto become effective, (ii) of any request by
     the SEC or any state securities authority for post-effective amendments and
     supplements to a Shelf Registration Statement and Prospectus or for
     additional information after the Shelf Registration Statement has become
     effective, (iii) of the issuance by the SEC or any state securities

<PAGE>

     authority of any stop order suspending the effectiveness of a Shelf
     Registration Statement or the initiation of any proceedings for that
     purpose, (iv) at the closing of any sale of Registrable Securities if,
     between the effective date of a Shelf Registration Statement and such
     closing, the representations and warranties of the Company contained in any
     underwriting agreement, securities sales agreement or other similar
     agreement, if any, relating to such offering cease to be true and correct
     in all material respects, (v) of the receipt by the Company of any
     notification with respect to the suspension of the qualification of the
     Registrable Securities for sale in any jurisdiction or the initiation or
     threatening of any proceeding for such purpose, (vi) of the happening of
     any material event or the discovery of any material facts during the period
     a Shelf Registration Statement is effective which makes any statement made
     in such Registration Statement or the related Prospectus untrue or which
     requires the making of any changes in such Registration Statement or
     Prospectus in order to make the statements therein (in the case of the
     Prospectus in the light of the circumstances under which they were made)
     not misleading and (vii) of any determination by the Company that a
     post-effective amendment to a Registration Statement would be appropriate;

          (f) (A) in the case of the Exchange Offer, (i) include in the Exchange
     Offer Registration Statement a "Plan of Distribution" section covering the
     use of the Prospectus included in the Exchange Offer Registration Statement
     by broker-dealers who have exchanged their Registrable Securities for
     Exchange Securities for the resale of such Exchange Securities, (ii)
     furnish to each broker-dealer who desires to participate in the Exchange
     Offer, without charge, as many copies of each Prospectus included in the
     Exchange Offer Registration Statement, including any preliminary
     prospectus, and any amendment or supplement thereto, as such broker-dealer
     may reasonably request, (iii) include in the Exchange Offer Registration
     Statement a statement that any broker-dealer who holds Registrable
     Securities acquired for its own account as a result of market-making
     activities or other trading activities (a "PARTICIPATING BROKER-DEALER"),
     and who receives Exchange Securities for Registrable Securities pursuant to
     the Exchange Offer, may be a statutory underwriter and must deliver a
     prospectus meeting the requirements of the 1933 Act in connection with any
     resale of such Exchange Securities, (iv) subject to the last paragraph of
     Section 3 hereof, hereby consent to the use of the Prospectus forming part
     of the Exchange Offer Registration Statement or any amendment or supplement
     thereto, by any broker-dealer in connection with the sale or transfer of
     the Exchange Securities covered by the Prospectus or any amendment or
     supplement thereto, and (v) include in the transmittal letter or similar
     documentation to be executed by an exchange offeree in order to participate
     in the Exchange Offer (x) the following provision:

          "If the undersigned is not a broker-dealer, the undersigned represents
          that it is not engaged in, and does not intend to engage in, a
          distribution of Exchange Securities. If the undersigned is a
          broker-dealer that will receive Exchange Securities for its own
          account in exchange for Registrable Securities, it represents that the
          Registrable Securities to be exchanged for Exchange Securities were
          acquired by it as a result of market-making activities or other

<PAGE>

          trading activities and acknowledges that it will deliver a prospectus
          meeting the requirements of the 1933 Act in connection with any resale
          of such Exchange Securities pursuant to the Exchange Offer; however,
          by so acknowledging and by delivering a prospectus, the undersigned
          will not be deemed to admit that it is an "underwriter" within the
          meaning of the 1933 Act"; and

          (y) a statement to the effect that a broker-dealer making the
          acknowledgment described in subclause (x) and by delivering a
          Prospectus in connection with the exchange of Registrable
          Certificates, the broker-dealer will not be deemed to admit that it is
          an underwriter within the meaning of the 1933 Act;

          (B) to the extent any Participating Broker-Dealer participates in the
     Exchange Offer, use its best efforts to cause to be delivered at the
     request of an entity representing the Participating Broker-Dealers (which
     entity shall be the Initial Purchaser, unless it elects not to act as such
     representative) only one, if any, "cold comfort" letter with respect to the
     Prospectus in the form existing on the last date for which exchanges are
     accepted pursuant to the Exchange Offer and with respect to each subsequent
     amendment or supplement, if any, effected during the period specified in
     clause (C) below;

          (C) to the extent any Participating Broker-Dealer participates in the
     Exchange Offer, use its best efforts to maintain the effectiveness of the
     Exchange Offer Registration Statement for the 180-day period specified in
     clause (D) below; and

          (D) not be required to amend or supplement the Prospectus contained in
     the Exchange Offer Registration Statement as would otherwise be
     contemplated by Section 3(b) hereof, or take any other action as a result
     of this Section 3(f), for a period exceeding 180 days after the last date
     for which exchanges are accepted pursuant to the Exchange Offer (as such
     period may be extended by the Company) and Participating Broker-Dealers
     shall not be authorized by the Company to, and shall not, deliver such
     Prospectus after such period in connection with resales contemplated by
     this Section 3;

          (g) (A) in the case of an Exchange Offer, furnish counsel for the
     Initial Purchaser and (B) in the case of a Shelf Registration, furnish
     counsel for the Holders of Registrable Securities copies of any request by
     the SEC or any state securities authority for amendments or supplements to
     a Registration Statement and Prospectus or for additional information;

          (h) make every reasonable effort to obtain the withdrawal of any order
     suspending the effectiveness of a Registration Statement as soon as
     practicable and provide immediate notice to each Holder of the withdrawal
     of any such order;

          (i) unless any Registrable Securities are in book entry form only, in
     the case of a Shelf Registration, cooperate with the selling Holders of

<PAGE>

     Registrable Securities to facilitate the timely preparation and delivery of
     certificates representing Registrable Securities to be sold free from any
     restrictive legends; and cause such Registrable Securities to be in such
     denominations (consistent with the provisions of the Indenture) and
     registered in such names as the selling Holders or the underwriters, if
     any, may reasonably request at least one Business Day prior to the closing
     of any sale of Registrable Securities;

          (j) in the case of a Shelf Registration, upon the occurrence of any
     event or the discovery of any facts, each as contemplated by Sections
     2(d)(i)(B) or 3(e)(ii)-(vi) hereof, use its best efforts to prepare a
     post-effective amendment to a Registration Statement or an amendment or
     supplement to the related Prospectus or file any other required document so
     that, as thereafter delivered to the purchasers of the Registrable
     Securities, such Prospectus will not contain at the time of such delivery
     any untrue statement of a material fact or omit to state a material fact
     necessary to make the statements therein, in the light of the circumstances
     under which they were made, not misleading. The Company agrees to notify
     each Holder to suspend use of the Prospectus as promptly as practicable
     after the occurrence of such an event, and each Holder hereby agrees to
     suspend use of the Prospectus as promptly as practicable upon receipt of
     such notice until the Company has amended or supplemented the Prospectus to
     correct such misstatement or omission, PROVIDED that the Company shall
     cause such suspension not to last more than 30 days per occurrence or more
     than 60 days in aggregate in a calendar year. At such time as such public
     disclosure is otherwise made or the Company determines that such disclosure
     is not necessary, in each case to correct any misstatement of a material
     fact or to include any omitted material fact, the Company agrees promptly
     to notify each Holder of such determination and to furnish each Holder such
     numbers of copies of the Prospectus, as amended or supplemented, as such
     Holder may reasonably request;

          (k) obtain a CUSIP number for all Exchange Securities, or Registrable
     Securities, as the case may be, not later than the effective date of an
     Exchange Offer Registration Statement or Shelf Registration Statement, as
     the case may be, and provide the Trustee with printed certificates
     evidencing the Exchange Securities or the Registrable Securities, as the
     case may be, held in book entry form, in a form eligible for deposit with
     DTC;

          (l) (i) cause the Indenture to be qualified under the Trust Indenture
     Act of 1939, as amended (the "TIA"), in connection with the registration of
     the Exchange Securities, or Registrable Securities, as the case may be,
     (ii) cooperate with the Trustee and the Holders to effect such changes to
     the Indenture as may be required for the Indenture to be so qualified in
     accordance with the terms of the TIA and (iii) execute, and use its best
     efforts to cause the Trustee to execute, all documents as may be required
     to effect such changes, and all other forms and documents required to be
     filed with the SEC to enable the Indenture to be so qualified in a timely
     manner;

          (m) in the case of a Shelf Registration, enter into such customary
     agreements (including underwriting agreements in customary form) and take

<PAGE>

     all other customary and appropriate actions (including those reasonably
     requested by the Holders of a majority in principal amount of Registrable
     Securities being sold) in order to expedite or facilitate the disposition
     of such Registrable Securities and in such connection whether or not an
     underwriting agreement is entered into and whether or not the registration
     is an underwritten registration:

               (i) make such representations and warranties to the Holders of
          such Registrable Securities and the underwriters, if any, in form,
          substance and scope as are customarily made by the Company to
          underwriters in similar underwritten offerings as may be reasonably
          requested by them;

               (ii) obtain opinions of counsel to the Company (who may be the
          general counsel of the Company) and updates thereof (which counsel and
          opinions (in form, scope and substance) shall be reasonably
          satisfactory to the managing underwriters, if any, or if there are no
          such managing underwriters, to the Holders of a majority in principal
          amount of the Registrable Securities being sold) addressed to each
          selling Holder and the underwriters, if any, covering the matters
          customarily covered in opinions requested in sales of securities or
          underwritten offerings and such other matters as may be reasonably
          requested by such Holders and underwriters;

               (iii) obtain a "cold comfort" letter and updates thereof from the
          Company's independent certified public accountants addressed to the
          underwriters, if any, and use its best efforts to have such letter
          addressed to the selling Holders of Registrable Securities, such
          letter to be in customary form and covering such matters of the type
          customarily covered in "cold comfort" letters in connection with
          similar underwritten offerings as the Holders of a majority in
          principal amount of the Registrable Securities being sold shall
          request;

               (iv) enter into a securities sales agreement with the Holders and
          an agent of the Holders providing for, among other things, the
          appointment of such agent for the selling Holders for the purpose of
          soliciting purchases of Registrable Securities, which agreement shall
          be in form, substance and scope customary for similar offerings;

               (v) if an underwriting agreement is entered into, cause the same
          to set forth indemnification provisions and procedures substantially
          equivalent to the indemnification provisions and procedures set forth
          in Section 5 hereof with respect to all parties to be indemnified
          pursuant to said Section; and

               (vi) deliver such other documents and certificates as may be
          reasonably requested by Holders of a majority in principal amount of
          Registrable Securities being sold and as are customarily delivered in
          similar offerings.

<PAGE>

     The above shall be done at (i) the effectiveness of such Registration
     Statement (and, if appropriate, each post-effective amendment thereto) if
     appropriate in connection with any particular disposition of Registrable
     Securities and (ii) each closing under any underwriting or similar
     agreement as and to the extent required thereunder. In the case of any
     underwritten offering, the Company shall provide written notice to the
     Holders of all Registrable Securities of such underwritten offering at
     least 30 days prior to the filing of a prospectus supplement for such
     underwritten offering. Such notice shall (x) offer each such Holder the
     right to participate in such underwritten offering, (y) specify a date,
     which shall be no earlier than 10 days following the date of such notice,
     by which such Holder must inform the Company of its intent to participate
     in such underwritten offering and (z) include the instructions such Holder
     must follow in order to participate in such underwritten offering;

          (n) in the case of a Shelf Registration, make available for inspection
     by representatives of the Holders of the Registrable Securities and any
     underwriters participating in any disposition pursuant to a Shelf
     Registration Statement and any counsel or accountant retained by such
     Holders or underwriters, all financial and other records, pertinent
     corporate documents and properties of the Company reasonably requested by
     it, and cause the respective officers, directors, employees, and any other
     agents of the Company to make reasonably available all relevant information
     reasonably requested by any such representative, underwriter, counsel or
     accountant in connection with a Registration Statement, in each case as is
     customary for similar due diligence examinations; PROVIDED, HOWEVER, that
     any information that is designated in writing by the Company, in good
     faith, as confidential at the time of delivery of such information shall be
     kept confidential by such representatives, underwriters, counsel or
     accountant, unless such disclosure is made in connection with a court
     proceeding or required by law, or such information becomes available to the
     public generally or through a third party without an accompanying
     obligation of confidentiality; and PROVIDED FURTHER that the foregoing
     inspection and information gathering shall, to the extent reasonably
     possible, be coordinated on behalf of the Holders and the other parties
     entitled thereto by one counsel designated by and on behalf of such Holders
     and other parties;

          (o) (i) a reasonable time prior to the filing of any Exchange Offer
     Registration Statement, any Prospectus forming a part thereof, any
     amendment to an Exchange Offer Registration Statement or amendment or
     supplement to a Prospectus, provide copies of such document to the Initial
     Purchaser, and use its best efforts to reflect in any such document when
     filed such comments as the Initial Purchaser or its counsel may reasonably
     request; (ii) in the case of a Shelf Registration, a reasonable time prior
     to filing any Shelf Registration Statement, any Prospectus forming a part
     thereof, any amendment to such Shelf Registration Statement or amendment or
     supplement to such Prospectus, provide copies of such document to the
     Holders of Registrable Securities, to the Initial Purchaser, to counsel on
     behalf of the Holders and to the underwriter or underwriters of an
     underwritten offering of Registrable Securities, if any, and use its best
     efforts to reflect such comments in any such document when filed as the
     Holders of Registrable Securities, their counsel and any

<PAGE>

     underwriter may reasonably request; and (iii) cause the representatives of
     the Company to be available for discussion of such document as shall be
     reasonably requested by the Holders of Registrable Securities, the Initial
     Purchaser on behalf of such Holders or any underwriter and shall not at any
     time make any filing of any such document of which such Holders, the
     Initial Purchaser on behalf of such Holders, their counsel or any
     underwriter shall not have previously been advised and furnished a copy or
     to which such Holders, the Initial Purchaser on behalf of such Holders,
     their counsel or any underwriter shall reasonably object;

          (p) in the case of a Shelf Registration, use its best efforts to cause
     the Registrable Securities to be rated with the appropriate rating agency
     at the time of effectiveness of such Shelf Registration Statement, unless
     the Registrable Securities are already so rated; and

          (q) otherwise use its best efforts to comply with all applicable rules
     and regulations of the SEC and make generally available to its security
     holders, as soon as reasonably practicable after the effective date of a
     Registration Statement, an earnings statement which shall satisfy the
     provisions of Section 11(a) of the 1933 Act and Rule 158 thereunder.

          In the case of a Shelf Registration Statement, the Company may (as a
condition to such Holder's participation in the Shelf Registration) require each
Holder of Registrable Securities to furnish to the Company such information
regarding such Holder and the proposed distribution by such Holder of such
Registrable Securities as the Company may from time to time reasonably request
and the Company may exclude from such registration the Registrable Securities of
any Holder that fails to furnish such information within a reasonable time after
receiving such request.

          In the case of a Shelf Registration Statement, each Holder agrees
that, upon receipt of any notice from the Company of the happening of any event
or the discovery of any facts, each of the kind described in Sections 2(d)(i)(B)
or 3(e)(ii)-(vi) hereof, such Holder will forthwith discontinue disposition of
Registrable Securities pursuant to such Shelf Registration Statement until such
Holder's receipt of the copies of the supplemented or amended Prospectus
contemplated by Section 3(j) hereof, and, if so directed by the Company, such
Holder will deliver to the Company (at the Company's expense) all copies in its
possession other than permanent file copies then in such Holder's possession, of
the Prospectus covering such Registrable Securities current at the time of
receipt of such notice. If the Company shall give any such notice to suspend the
disposition of Registrable Securities pursuant to a Shelf Registration Statement
as a result of the happening of any event or the discovery of any facts, each of
the kind described in Sections 2(d)(i)(B) or 3(e)(ii)-(vi) hereof, the Company
shall be deemed to have used its best efforts to keep the Shelf Registration
Statement effective during such period of suspension provided that the Company
shall use its best efforts to file and have declared effective (if an amendment)
as soon as practicable an amendment or supplement to the Shelf Registration
Statement and shall extend the period during which the Registration Statement
shall be maintained effective pursuant to this Agreement by the number of days
during the period from and including the date of the giving of such notice to

<PAGE>

and including the date when the Holders shall have received copies of the
supplemented or amended Prospectus necessary to resume such dispositions.


          4. UNDERWRITTEN OFFERING. The Holders of Registrable Securities
covered by a Shelf Registration Statement who desire to do so may sell such
Registrable Securities in an underwritten offering. In any such underwritten
offering, the investment banker or bankers and manager or managers that will
administer the offering will be selected by, and the underwriting arrangements
with respect thereto will be approved by, the Holders of a majority of the
Registrable Securities to be included in such offering; PROVIDED, HOWEVER, that
(i) such investment bankers and managers and underwriting arrangements must be
reasonably satisfactory to the Company and (ii) the Company shall not be
obligated to arrange for more than one underwritten offering during the period
such Shelf Registration Statement is required to be effective pursuant to
Section 2(b)(B) hereof. No Holder may participate in any underwritten offering
contemplated hereby unless such Holder (a) agrees to sell such Holder's
Registrable Securities in accordance with any approved underwriting
arrangements, (b) completes and executes all reasonable questionnaires, powers
of attorney, indemnities, underwriting agreements, lock-up letters and other
documents required under the terms of such approved underwriting arrangements
and (c) at least 20% of the outstanding Registrable Securities are included in
such underwritten offering. The Holders participating in any underwritten
offering shall be responsible for any expenses customarily borne by selling
securityholders, including underwriting discounts and commissions and fees and
expenses of counsel to the selling securityholders.

          5. INDEMNIFICATION AND CONTRIBUTION. (a) The Company agrees to
indemnify and hold harmless each Holder and each Person, if any, who controls
any such Holder within the meaning of either Section 15 of the 1933 Act or
Section 20 of the 1934 Act, from and against all losses, claims, damages and
liabilities (including, without limitation, any legal or other expenses
reasonably incurred by any Holder or any such controlling Person in connection
with defending or investigating any such action or claim) caused by any untrue
statement or alleged untrue statement of a material fact contained in any
Registration Statement (or any amendment thereto) pursuant to which Exchange
Securities or Registrable Securities were registered under the 1933 Act,
including all documents incorporated therein by reference, or caused by any
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
caused by any untrue statement or alleged untrue statement of a material fact
contained in any Prospectus (as amended or supplemented if the Company shall
have furnished or filed with the Commission any amendments or supplements
thereto), or caused by any omission or alleged omission to state therein a
material fact necessary to make the statements therein in the light of the
circumstances under which they were made not misleading, except insofar as such
losses, claims, damages or liabilities are caused by any such untrue statement
or omission or alleged untrue statement or omission based upon Updated Policy
Provider Information or information relating to any Holder furnished to the
Company in writing by any selling Holder expressly for use therein ("HOLDER
INFORMATION"); PROVIDED, HOWEVER, that the foregoing indemnity agreement with
respect to any preliminary Prospectus shall not inure to the benefit of any
Person from whom the Person asserting any such losses, claims, damages or
liabilities purchased Registrable Securities, or any Person controlling such

<PAGE>

seller, if a copy of the final Prospectus (as then amended or supplemented if
the Company shall have furnished or filed with the Commission any amendments or
supplements thereto) was not sent or given by or on behalf of such seller to
such purchaser with or prior to the written confirmation of the sale of the
Registrable Securities to such Person, and if the final Prospectus (as so
amended or supplemented) would have cured the defect giving rise to such losses,
claims, damages or liabilities. In connection with any underwritten offering
permitted by Section 4 hereof, the Company will also indemnify the underwriters
participating in the distribution, their officers and directors and each Person
who controls such Persons (within the meaning of the 1933 Act and the 1934 Act)
to the same extent as provided above with respect to the indemnification of the
Holders, if requested in connection with any Registration Statement.

          (b) Each Holder agrees, severally and not jointly, to indemnify and
hold harmless the Company and the other selling Holders, and each of their
respective directors, officers who sign the Registration Statement and each
Person, if any, who controls the Company and any other selling Holder within the
meaning of either Section 15 of the 1933 Act or Section 20 of the 1934 Act to
the same extent as the foregoing indemnity from the Company to the Holders, but
only with reference to information relating to such Holder furnished to the
Company in writing by such Holder expressly for use in any Registration
Statement (or any amendment thereto) or any Prospectus (or any amendment or
supplement thereto).

          (c) In case any proceeding (including any governmental investigation)
shall be instituted involving any Person in respect of which indemnity may be
sought pursuant to either paragraph (a) or paragraph (b) above, such Person (the
"INDEMNIFIED PARTY") shall promptly notify the Person against whom such
indemnity may be sought (the "INDEMNIFYING PARTY") in writing and the
indemnifying party, upon request of the indemnified party, shall retain counsel
reasonably satisfactory to the indemnified party to represent the indemnified
party and any others the indemnifying party may designate in such proceeding and
shall pay the fees and disbursements of such counsel related to such proceeding.
In any such proceeding, any indemnified party shall have the right to retain its
own counsel, but the fees and expenses of such counsel shall be at the expense
of such indemnified party unless (i) the indemnifying party and the indemnified
party shall have mutually agreed to the retention of such counsel, (ii) the
named parties to any such proceeding (including any impleaded parties) include
both the indemnifying party and the indemnified party and representation of both
parties by the same counsel would be inappropriate due to actual or potential
differing interests between them, or (iii) the indemnifying party shall have
failed to retain counsel as required by the prior sentence to represent the
indemnified party within a reasonable amount of time. It is understood that the
indemnifying party shall not, in connection with any proceeding or related
proceedings in the same jurisdiction, be liable for the fees and expenses of
more than one separate firm (in addition to any local counsel) for all such
indemnified parties and that all such fees and expenses shall be reimbursed as
they are incurred. Such firm shall be designated in writing by (x) Morgan
Stanley & Co. Incorporated, if Morgan Stanley & Co. Incorporated is a Holder at
such time, or (y) otherwise, the Majority Holders in the case of parties
indemnified pursuant to paragraph (a) above. Such firm shall be designated by
the Company in the case of parties indemnified pursuant to paragraph (b) above.
The indemnifying party shall not be liable for any settlement of any proceeding
effected without its written consent but, if settled with such consent or if
there be a final judgment for the plaintiff, the indemnifying party agrees to

<PAGE>

indemnify the indemnified party from and against any loss or liability by reason
of such settlement or judgment. Notwithstanding the foregoing sentence, if at
any time an indemnified party shall have requested in writing an indemnifying
party to reimburse the indemnified party for fees and expenses of counsel as
contemplated by the second and third sentences of this Section 5(c), the
indemnifying party agrees that it shall be liable for any settlement of any
proceeding effected without its written consent if (i) such settlement is
entered into more than 90 days after receipt by such indemnifying party of the
aforesaid request and (ii) such indemnifying party shall not have reimbursed the
indemnified party for such fees and expenses of counsel in accordance with such
request prior to the date of such settlement, unless such fees and expenses are
being disputed in good faith. The indemnifying party at any time may, subject to
the last sentence of this Section 5(c), settle or compromise any proceeding
described in this Section 5(c) at the expense of the indemnifying party. No
indemnifying party shall, without the prior written consent of the indemnified
party, effect any settlement of any pending or threatened proceeding in respect
of which such indemnified party is or could have been a party and indemnity
could have been sought hereunder by such indemnified party, unless such
settlement (i) includes an unconditional release of such indemnified party from
all liability on claims that are the subject matter of such proceeding and (ii)
does not include a statement as to, or an admission of, fault, culpability or a
failure to act by or on behalf of an indemnified party.

          (d) To the extent the indemnification provided for in paragraph (a) or
paragraph (b) of this Section 5 is required to be made but is unavailable to an
indemnified party or insufficient in respect of any losses, claims, damages or
liabilities, then the applicable indemnifying party under such paragraph, in
lieu of indemnifying such indemnified party thereunder, shall contribute to the
amount paid or payable by such indemnified party as a result of such losses,
claims, damages or liabilities in such proportion as is appropriate to reflect
the relative fault of the indemnifying party or parties on the one hand and of
the indemnified party or parties on the other hand in connection with the
statements or omissions that resulted in such losses, claims, damages or
liabilities, as well as any other relevant equitable considerations. The
relative fault of the Company and the Holders shall be determined by reference
to, among other things, whether the untrue or alleged untrue statement of a
material fact or the omission or alleged omission to state a material fact
relates to information supplied by the Company or by the Holders and the
parties' relative intent, knowledge, access to information and opportunity to
correct or prevent such statement or omission. The Holders' respective
obligations to contribute pursuant to this Section 5(d) are several in
proportion to the respective aggregate principal amount of Registrable
Securities of such Holder that were registered pursuant to a Registration
Statement, and not joint.

          (e) The Company and each Holder agree that it would not be just or
equitable if contribution pursuant to this Section 5 were determined by PRO RATA
allocation or by any other method of allocation that does not take account of
the equitable considerations referred to in paragraph (d) above. The amount paid
or payable by an indemnified party as a result of the losses, claims, damages
and liabilities referred to in paragraph (d) above shall be deemed to include,
subject to the limitations set forth above, any legal or other expenses
reasonably incurred by such indemnified party in connection with investigating
or defending any such action or claim. Notwithstanding the provisions of this

<PAGE>

Section 5, no Holder shall be required to indemnify or contribute any amount in
excess of the amount by which the total price at which Registrable Securities
were sold by such Holder exceeds the amount of any damages that such Holder has
otherwise been required to pay by reason of such untrue or alleged untrue
statement or omission or alleged omission. No Person guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of the 1933 Act) shall be
entitled to contribution from any Person who was not guilty of such fraudulent
misrepresentation. The indemnity and contribution provisions contained in this
Section 5 shall remain operative and in full force and effect regardless of (i)
any termination of this Agreement, (ii) any investigation made by or on behalf
of any Holder or any Person controlling such Holder or by or on behalf of the
Company, its officers or directors or any Person controlling the Company, (iii)
acceptance of and payment for any of the Exchange Securities and (iv) any sale
of Registrable Certificates pursuant to a Shelf Registration Statement. The
remedies provided for in this Section 5 are not exclusive and shall not limit
any rights or remedies which may otherwise be available to any indemnified party
at law or in equity.

          6. MISCELLANEOUS. (a) RULE 144 AND RULE 144A. The Company covenants
that (A) for so long as the Company is subject to the reporting requirements of
Section 13 or 15 of the 1934 Act, it will file the reports required to be filed
by it under Section 13(a) or 15(d) of the 1934 Act and the rules and regulations
adopted by the SEC thereunder, and (B) if it ceases to be so required to file
such reports, it will upon the request of any Holder of Registrable Securities
(i) make publicly available such information as is necessary to permit sales
pursuant to Rule 144 under the 1933 Act, (ii) deliver such information to a
prospective purchaser as is necessary to permit sales pursuant to Rule 144A
under the 1933 Act and it will take such further action as any Holder of
Registrable Securities may reasonably request, and (iii) take such further
action that is reasonable in the circumstances, in each case, to the extent
required from time to time to enable such Holder to sell its Registrable
Securities without registration under the 1933 Act within the limitation of the
exemptions provided by (x) Rule 144 under the 1933 Act, as such Rule may be
amended from time to time, (y) Rule 144A under the 1933 Act, as such Rule may be
amended from time to time, or (z) any similar rules or regulations hereafter
adopted by the SEC. Upon the request of any Holder of Registrable Securities,
the Company will deliver to such Holder a written statement as to whether it has
complied with such requirements.

          (b) OTHER REGISTRATION RIGHTS. The Company may grant registration
rights that would permit any Person the right to piggyback on any Shelf
Registration Statement, PROVIDED that if the managing underwriter, if any, of an
offering pursuant to such Shelf Registration Statement delivers an opinion of
the selling Holders that the total amount of securities which they and the
holders of such piggyback rights intend to include in any Shelf Registration
Statement materially adversely affects the success of such offering (including
the price at which such securities can be sold), then the amount, number or kind
of securities to be offered for the account of holders of such piggyback rights
will be reduced to the extent necessary to reduce the total amount of securities
to be included in such offering to the amount, number or kind recommended by
such managing underwriter; and PROVIDED FURTHER that such piggyback registration
rights shall in no event materially adversely affect the interests of any
Holder.

<PAGE>

          (c) NO INCONSISTENT AGREEMENTS. The Company has not entered into nor
will the Company on or after the date of this Agreement enter into any agreement
which is inconsistent with the rights granted to the Holders of Registrable
Securities in this Agreement or otherwise conflicts with the provisions hereof.

          (d) AMENDMENTS AND WAIVERS. Except as otherwise expressly permitted in
the Indenture, the provisions of this Agreement, including the provisions of
this sentence, may not be amended, modified or supplemented, and waivers or
consents to departures from the provisions hereof may not be given unless the
Company has obtained the written consent of Holders of at least a majority in
aggregate principal amount of the outstanding Registrable Securities affected by
such amendment, modification, supplement, waiver or consent to a departure;
PROVIDED, HOWEVER, that no amendment, modification, supplement or waiver or
consent to any departure from the provisions of Section 5 hereof shall be
effective as against any Holder of Registrable Securities unless consented to in
writing by such Holder.

          (e) NOTICES. All notices and other communications provided for or
permitted hereunder shall be made in writing by hand-delivery, registered
first-class mail, telex, telecopier, or any courier guaranteeing overnight
delivery (i) if to a Holder, at the most current address given by such Holder to
the Company by means of a notice given in accordance with the provisions of this
Section 6(e), which address initially is, with respect to the Initial Purchaser,
the address set forth in the Purchase Agreement; and (ii) if to the Company,
initially at the Company's address set forth in the Purchase Agreement and
thereafter at such other address, notice of which is given in accordance with
the provisions of this Section 6(e).

          All such notices and communications shall be deemed to have been duly
given; at the time delivered by hand, if personally delivered; five Business
Days after being deposited in the mail, postage prepaid, if mailed; when
answered back, if telexed; when receipt is acknowledged, if telecopied; and on
the next Business Day if timely delivered to an air courier guaranteeing
overnight delivery.

          Copies of all such notices, demands, or other communications shall be
concurrently delivered by the Person giving the same to the Trustee, at the
address specified in the Indenture.

          (f) SUCCESSORS AND ASSIGNS. This Agreement shall inure to the benefit
of and be binding upon the successors, assigns and transferees of each of the
parties, including, without limitation and without the need for an express
assignment, subsequent Holders; PROVIDED that nothing herein shall be deemed to
permit any assignment, transfer or other disposition of Registrable Securities
in violation of the terms hereof or of the Purchase Agreement or the Indenture.
If any transferee of any Holder shall acquire Registrable Securities, in any
manner, whether by operation of law or otherwise, such Registrable Securities
shall be held subject to all of the terms of this Agreement, and by taking and
holding such Registrable Securities, such Person shall be conclusively deemed to
have agreed to be bound by and to perform all of the terms and provisions of
this Agreement, including the restrictions on resale set forth in this Agreement

<PAGE>

and, if applicable, the Purchase Agreement, and such Person shall be entitled to
receive the benefits hereof.

          (g) THIRD PARTY BENEFICIARIES. The Holders shall be third party
beneficiaries to the agreements made hereunder and to the obligations of the
Company hereunder and shall have the right to enforce such agreements and
obligations directly to the extent any such Holder deems such enforcement
necessary or advisable to protect its rights hereunder.

          (h) COUNTERPARTS. This Agreement may be executed in any number of
counterparts and by the parties hereto in separate counterparts, each of which
when so executed shall be deemed to be an original and all of which taken
together shall constitute one and the same agreement.

          (i) HEADINGS. The headings in this Agreement are for convenience of
reference only and shall not limit or otherwise affect the meaning hereof.

          (j) GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED
IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

          (k) SEVERABILITY. In the event that any one or more of the provisions
contained herein, or the application thereof in any circumstance, is held
invalid, illegal or unenforceable, the validity, legality and enforceability of
any such provision in every other respect and of the remaining provisions
contained herein shall not be affected or impaired thereby.

          (l) TERMINATION. This Agreement shall terminate and be of no further
force or effect when there shall not be any Registrable Securities outstanding,
except that the provisions of Sections 2(c), 2(e), 5, 6(g) and 6(j) hereof shall
survive any such termination.

<PAGE>

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

                                       CONTINENTAL AIRLINES, INC.


                                       BY:
                                          --------------------------------------
                                          Name:  Gerald Laderman
                                          Title: Senior Vice President - Finance



Confirmed and accepted as of the date first above written:

MORGAN STANLEY & CO. INCORPORATED


BY:
   --------------------------------------
   Name:  Cecilia Park
   Title:    Vice President