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                                                                    EXHIBIT 4.13

                                                                  EXECUTION COPY

                          REGISTRATION RIGHTS AGREEMENT

                  THIS REGISTRATION RIGHTS AGREEMENT (this "Agreement") is made
and entered into as of June 10, 2003 among Continental Airlines, Inc., a
Delaware corporation (the "Company") and the several parties named in Schedule I
hereto (the "Initial Purchasers") pursuant to the Purchase Agreement, dated June
4, 2003 (the "Purchase Agreement"), among the Company and the Initial
Purchasers. In order to induce the Initial Purchasers to enter into the Purchase
Agreement, the Company has agreed to provide the registration rights set forth
in this Agreement. The execution of this Agreement is a condition to the closing
under the Purchase Agreement.

                  The Company agrees with the Initial Purchasers, (i) for each
of its benefit as an Initial Purchaser and (ii) for the benefit of the
beneficial owners (including the Initial Purchasers) from time to time of the
Notes (as defined herein), and the beneficial owners from time to time of the
Underlying Common Stock (as defined herein) issuable upon conversion of Notes
(each of the foregoing a "Holder" and together the "Holders"), as follows:

                  SECTION 1. Definitions. Capitalized terms used herein without
definition shall have their respective meanings set forth in the Purchase
Agreement. In addition to the terms that are defined elsewhere in this
Agreement, the following terms shall have the following meanings:

                  "Additional Amount" has the meaning specified in Section 2(e)
hereof.

                  "Additional Amount Accrual Period" has the meaning specified
in Section 2(e) hereof.

                  "Additional Amount Payment Date" means each June 15 and
December 15.

                  "Additional Notes" means up to an additional $25,000,000
aggregate principal amount of 5% Convertible Notes due 2023 of the Company to be
purchased pursuant to the Purchase Agreement.

                  "Affiliate", with respect to any specified person, has the
meaning specified in Rule 144.

                  "Applicable Conversion Price" means, as of any date of
determination, $1,000 principal amount of Notes divided by the Conversion Rate
in effect as of such date of determination or, if no Notes are then outstanding,
the Conversion Rate that would be in effect were Notes then outstanding.

                  "Business Day" means each Monday, Tuesday, Wednesday, Thursday
and Friday that is not a day on which banking institutions in The City of New
York are authorized or obligated by law or executive order to close.

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                  "Common Stock" means any shares of the Class B common stock,
$0.01 par value, of the Company and any other shares of common stock as may
constitute "Common Stock" for purposes of the Indenture, including the
Underlying Common Stock.

                  "Company" has the meaning specified in the first paragraph of
this Agreement.

                  "Conversion Rate" has the meaning assigned to such term in the
Indenture.

                  "Deferral Notice" has the meaning specified in Section 3(i)
hereof.

                  "Deferral Period" has the meaning specified in Section 3(i)
hereof.

                  "Effectiveness Deadline Date" has the meaning specified in
Section 2(a) hereof.

                  "Effectiveness Period" means the period of two years from the
Issue Date or such shorter period ending on the date that all Registrable
Securities have ceased to be Registrable Securities.

                  "Event" has the meaning specified in Section 2(e) hereof.

                  "Event Date" has the meaning specified in Section 2(e) hereof.

                  "Event Termination Date" has the meaning specified in Section
2(e) hereof.

                  "Exchange Act" means the Securities Exchange Act of 1934, as
amended, and the rules and regulations of the SEC promulgated thereunder.

                  "Filing Deadline Date" has the meaning specified in Section
2(a) hereof.

                  "Firm Notes" means an aggregate of $150,000,000 principal
amount of the 5% Convertible Notes due 2023 of the Company to be purchased
pursuant to the Purchase Agreement.

                  "Holder" has the meaning specified in the second paragraph of
this Agreement.

                  "Indenture" means the Indenture dated as of the date hereof,
as amended from time to time, between the Company and Bank One, N.A., as
trustee, pursuant to which the Notes are being issued.

                  "Initial Purchasers" has the meaning specified in the first
paragraph of this Agreement.

                  "Initial Shelf Registration Statement" has the meaning
specified in Section 2(a) hereof.

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                  "Issue Date" means June 10, 2003.

                  "Material Event" has the meaning specified in Section 3(i)
hereof.

                  "Notes" means the Firm Notes and the Additional Notes.

                  "Notice and Questionnaire" means a written notice delivered to
the Company containing substantially the information called for by the Selling
Securityholder Notice and Questionnaire attached as Annex A to the Offering
Memorandum dated June 4, 2003 of the Company relating to the Notes.

                  "Notice Holder" means on any date, any Holder that has
delivered a Notice and Questionnaire to the Company on or prior to such date.

                  "Prospectus" means the prospectus included in any Registration
Statement (including, without limitation, a prospectus that discloses
information previously omitted from a prospectus filed as part of an effective
registration statement in reliance upon Rule 415 promulgated under the
Securities Act), as amended or supplemented by any amendment or prospectus
supplement, including post-effective amendments, and all materials incorporated
by reference or explicitly deemed to be incorporated by reference in such
Prospectus.

                  "Purchase Agreement" has the meaning specified in the first
paragraph of this Agreement.

                  "Record Holder" means, with respect to any Additional Amount
Payment Date relating to any Note or shares of Underlying Common Stock as to
which any Additional Amount has accrued, the registered holder of such Note or
such shares of Underlying Common Stock, as the case may be, on the immediately
preceding June 1 (if the Additional Amount Payment Date is June 15) or December
1 (if the Additional Amount Payment Date is December 15).

                  "Registrable Securities" means the Notes and the Underlying
Common Stock until such securities have been converted or exchanged and, at all
times subsequent to any such conversion or exchange, any securities into or for
which such securities have been converted or exchanged, and any security issued
with respect thereto upon any stock dividend, split, merger or similar event
until, in the case of any such security, the earliest of (i) its effective
registration under the Securities Act and resale in accordance with the
Registration Statement covering it, (ii) expiration of the holding period that
would be applicable thereto under Rule 144(k) were it not held by an Affiliate
of the Company, or (iii) its sale to the public pursuant to Rule 144.

                  "Registration Expenses" has the meaning specified in Section 5
hereof.

                  "Registration Statement" means any registration statement of
the Company that covers any of the Registrable Securities pursuant to the
provisions of this Agreement, including the Prospectus, amendments and
supplements to such registration statement,

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including post-effective amendments, all exhibits, and all materials
incorporated by reference or explicitly deemed to be incorporated by reference
in such registration statement.

                  "Restricted Securities" has the meaning assigned to such term
in Rule 144.

                  "Rule 144" means Rule 144 under the Securities Act, as such
Rule may be amended from time to time, or any similar or successor rule or
regulation hereafter adopted by the SEC having substantially the same effect as
such Rule.

                  "Rule 144A" means Rule 144A under the Securities Act, as such
Rule may be amended from time to time, or any similar or successor rule or
regulation hereafter adopted by the SEC having substantially the same effect as
such Rule.

                  "SEC" means the United States Securities and Exchange
Commission and any successor agency.

                  "Securities Act" means the Securities Act of 1933, as amended,
and the rules and regulations promulgated by the SEC thereunder.

                  "Shelf Registration Statement" has the meaning specified in
Section 2(a) hereof.

                  "Subsequent Shelf Registration Statement" has the meaning
specified in Section 2(b) hereof.

                  "TIA" means the Trust Indenture Act of 1939, as amended.

                  "Trustee" means Bank One, N.A. (or any successor entity), the
Trustee under the Indenture.

                  "Underlying Common Stock" means the Common Stock into which
the Notes are convertible or issued upon any such conversion.

                  SECTION 2. Shelf Registration.

                  (a)      The Company shall prepare and file or cause to be
prepared and filed with the SEC no later than a date which is ninety (90) days
after the Issue Date (the "Filing Deadline Date") a Registration Statement for
an offering to be made on a delayed or continuous basis pursuant to Rule 415 of
the Securities Act (a "Shelf Registration Statement") registering the resale
from time to time by Holders of all of the Registrable Securities (the "Initial
Shelf Registration Statement"). The Initial Shelf Registration Statement shall
be on Form S-3 or another appropriate form permitting registration of such
Registrable Securities for resale by such Holders in accordance with the methods
of distribution reasonably elected by the Holders and set forth in the Initial
Shelf Registration Statement; provided that in no event will such method(s) of
distribution take the form of an underwritten offering of the Registrable
Securities without the prior agreement of the Company. The Company shall use its
reasonable best efforts to cause the Initial Shelf Registration Statement to be
declared effective under the Securities Act no later than the date

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(the "Effectiveness Deadline Date") that is one-hundred and eighty (180) days
after the Issue Date, and to keep, subject to Section 3(i)(A) hereof, the
Initial Shelf Registration Statement (or any Subsequent Shelf Registration
Statement) continuously effective under the Securities Act until the expiration
of the Effectiveness Period. Each Holder that became a Notice Holder on or prior
to the date ten (10) Business Days prior to the time that the Initial Shelf
Registration Statement became effective shall be named as a selling security
holder in the Initial Shelf Registration Statement and the related Prospectus in
such a manner as to permit such Holder to deliver such Prospectus to purchasers
of Registrable Securities in accordance with applicable law (other than laws not
generally applicable to all such Holders). Notwithstanding the foregoing, no
Holder shall be entitled to have the Registrable Securities held by it covered
by such Shelf Registration Statement unless such Holder has provided a Notice
and Questionnaire in accordance with Section 2(d) and is in compliance with
Section 4. The Company shall not permit any of its security holders (other than
the Holders of Registrable Securities) to include any of the Company's
securities in the Shelf Registration Statement (or any subsequent Shelf
Registration Statement).

                  (b)      If the Initial Shelf Registration Statement or any
Subsequent Shelf Registration Statement ceases to be effective for any reason at
any time during the Effectiveness Period, the Company shall use its reasonable
best efforts to obtain the prompt withdrawal of any order suspending the
effectiveness thereof, and in any event shall within thirty (30) days of such
cessation of effectiveness amend the Shelf Registration Statement in a manner
reasonably expected by the Company to obtain the withdrawal of the order
suspending the effectiveness thereof, or file an additional Shelf Registration
Statement covering all of the securities that as of the date of such filing are
Registrable Securities (a "Subsequent Shelf Registration Statement"). If a
Subsequent Shelf Registration Statement is filed, the Company shall use
reasonable efforts to cause the Subsequent Shelf Registration Statement to
become effective as promptly as is reasonably practicable after such filing or,
if filed during a Deferral Period, after the expiration of such Deferral Period,
and to keep such Registration Statement (or subsequent Shelf Registration
Statement), subject to Section 3(i)(A) hereof, continuously effective until the
end of the Effectiveness Period.

                  (c)      The Company shall supplement and amend the Shelf
Registration Statement if required by the rules, regulations or instructions
applicable to the registration form used by the Company for such Shelf
Registration Statement, if required by the Securities Act or, to the extent to
which the Company does not reasonably object, as reasonably requested by the
Initial Purchasers or by the Trustee on behalf of the registered Holders.

                  (d)      Each Holder of Registrable Securities agrees that if
such Holder wishes to sell Registrable Securities pursuant to a Shelf
Registration Statement and related Prospectus, it will do so only in accordance
with this Section 2(d) and Section 3(i) and Section 4. Each Holder of
Registrable Securities wishing to sell Registrable Securities pursuant to a
Shelf Registration Statement and related Prospectus agrees to deliver a Notice
and Questionnaire to the Company at least ten (10) Business Days prior to any
intended distribution of Registrable Securities under the Shelf Registration
Statement. From and after the date the Initial Shelf Registration Statement is
declared effective, the Company shall, as

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promptly as is reasonably practicable after the date a fully completed and
legible Notice and Questionnaire is received by the Company, (i) if required by
applicable law, file with the SEC a post-effective amendment to the Shelf
Registration Statement or prepare and, if required by applicable law, file a
supplement to the related Prospectus or a supplement or amendment to any
document incorporated therein by reference or file any other document required
by the SEC so that the Holder delivering such Notice and Questionnaire is named
as a selling security holder in the Shelf Registration Statement and the related
Prospectus in such a manner as to permit such Holder to deliver such Prospectus
to purchasers of the Registrable Securities in accordance with applicable law
(other than laws not generally applicable to all Holders of Registrable
Securities wishing to sell Registrable Securities pursuant to the Shelf
Registration Statement and related Prospectus) and, if the Company shall file a
post-effective amendment to the Shelf Registration Statement, use reasonable
efforts to cause such post-effective amendment to be declared effective under
the Securities Act as promptly as is reasonably practicable; (ii) provide such
Holder copies of any documents filed pursuant to Section 2(d)(i); and (iii)
notify such Holder as promptly as is reasonably practicable after the
effectiveness under the Securities Act of any post-effective amendment filed
pursuant to Section 2(d)(i); provided that if such Notice and Questionnaire is
delivered during a Deferral Period, the Company shall so inform the Holder
delivering such Notice and Questionnaire and shall take the actions set forth in
clauses (i), (ii) and (iii) above upon expiration of the Deferral Period in
accordance with Section 3(i), provided further that if under applicable law the
Company has more than one option as to the type or manner of making any such
filing, they will make the required filing or filings in the manner or of a type
that is reasonably expected to result in the earliest availability of the
Prospectus for effecting resales of Registrable Securities. Notwithstanding
anything contained herein to the contrary, the Company shall be under no
obligation to name any Holder that is not a Notice Holder as a selling security
holder in any Registration Statement or related Prospectus; provided, however,
that any Holder that becomes a Notice Holder pursuant to the provisions of
Section 2(d) of this Agreement (whether or not such Holder was a Notice Holder
at the time the Registration Statement was initially declared effective) shall
be named as a selling security holder in the Registration Statement or related
Prospectus subject to and in accordance with the requirements of this Section
2(d).

                  (e)      The parties hereto agree that the Holders of
Registrable Securities will suffer damages, and that it would not be feasible to
ascertain the extent of such damages with precision, if (i) the Initial Shelf
Registration Statement has not been filed on or prior to the Filing Deadline
Date, (ii) the Initial Shelf Registration Statement has not been declared
effective under the Securities Act on or prior to the Effectiveness Deadline
Date, or (iii) the aggregate duration of Deferral Periods in any period exceeds
the number of days permitted in respect of such period pursuant to Section 3(i)
hereof (each of the events of a type described in any of the foregoing clauses
(i) through (iii) is individually referred to herein as an "Event," and the
Filing Deadline Date in the case of clause (i), the Effectiveness Deadline Date
in the case of clause (ii), and the date on which the aggregate duration of
Deferral Periods in any period exceeds the number of days permitted by Section
3(i) hereof in the case of clause (iii), being referred to herein as an "Event
Date"). Events shall be deemed to continue until the "Event Termination Date,"
which shall be the following dates with respect to the respective types of
Events: the date the Initial Shelf Registration Statement is filed in

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the case of an Event of the type described in clause (i), the date the Initial
Shelf Registration Statement is declared effective under the Securities Act in
the case of an Event of the type described in clause (ii), and termination of
the Deferral Period that caused the limit on the aggregate duration of Deferral
Periods in a period set forth in Section 3(i) to be exceeded in the case of the
commencement of an Event of the type described in clause (iii).

                  Accordingly, commencing on (and including) any Event Date and
ending on (but excluding) the next date after an Event Termination Date (an
"Additional Amount Accrual Period"), the Company agrees to pay an additional
amount (the "Additional Amount"), payable on the Additional Amount Payment Dates
to Record Holders of then outstanding Notes that are Registrable Securities or
of then outstanding shares of Underlying Common Stock issued upon conversion of
Notes that are Registrable Securities, as the case may be, accruing, for each
portion of such Additional Amount Accrual Period beginning on and including an
Additional Amount Payment Date (or, in respect of the first time that the
Additional Amount is to be paid to Holders on a Additional Amount Payment Date
as a result of the occurrence of any particular Event, from the Event Date) and
ending on but excluding the first to occur of (A) the date of the end of the
Additional Amount Accrual Period or (B) the next Additional Amount Payment Date,
(x) in respect of any Notes, at a rate per annum equal to one-quarter of one
percent (0.25%) for the first ninety (90)-day period from the Event Date, and
thereafter at a rate per annum equal to one-half of one percent (0.50%) of the
aggregate principal amount of such Notes and (y) in respect of any shares of
Common Stock issued upon conversion of Notes, at a rate per annum equal to
one-quarter of one percent (0.25%) for the first ninety (90)-day period from the
Event Date, and thereafter at a rate per annum equal to one-half of one percent
(0.50%) of the aggregate Applicable Conversion Price of the shares of Underlying
Common Stock, in each case (x) or (y) determined as of the Business Day
immediately preceding the next Additional Amount Payment Date; provided that any
Additional Amount accrued with respect to any Note or portion thereof called for
redemption on a redemption date or converted into Underlying Common Stock on a
conversion date prior to the Additional Amount Payment Date shall, in any such
event, be paid instead to the Holder who submitted such Note or portion thereof
for redemption or conversion on the applicable redemption date or conversion
date, as the case may be, on such date (or promptly following the conversion
date, in the case of conversion). Notwithstanding the foregoing, no Additional
Amounts shall accrue as to any Registrable Security from and after the earlier
of (x) the date such security is no longer a Registrable Security and (y)
expiration of the Effectiveness Period. The rate of accrual of the Additional
Amount with respect to any period shall not exceed the rate provided for in this
paragraph notwithstanding the occurrence of multiple concurrent Events.
Following the cure of all Events requiring the payment by the Company of
Additional Amounts to the Holders of Registrable Securities pursuant to this
Section, the accrual of Additional Amounts will cease (without in any way
limiting the effect of any subsequent Event requiring the payment of the
Additional Amount by the Company).

                  The Trustee, subject to the applicable provisions of the
Indenture, shall be entitled on behalf of Holders of Notes or Underlying Common
Stock, to seek any available remedy for the enforcement of this Agreement,
including for the payment of any Additional Amount. Notwithstanding the
foregoing, the parties agree that the sole monetary damages

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payable for a violation of the terms of this Agreement with respect to which
additional amounts are expressly provided shall be such Additional Amount.
Nothing shall preclude a Notice Holder or Holder of Registrable Securities from
pursuing or obtaining specific performance or other equitable relief with
respect to this Agreement.

                  All of the Company's obligations set forth in this Section
2(e) that are outstanding with respect to any Registrable Security at the time
such security ceases to be a Registrable Security shall survive until such time
as all such obligations with respect to such security have been satisfied in
full (notwithstanding termination of this Agreement pursuant to Section 8(k)).

                  The parties hereto agree that the Additional Amounts provided
for in this Section 2(e) constitute a reasonable estimate of the damages that
may be incurred by Holders of Registrable Securities by reason of the failure of
the Shelf Registration Statement to be filed or declared effective or available
for effecting resales of Registrable Securities in accordance with the
provisions hereof.

                  SECTION 3. Registration Procedures. In connection with the
registration obligations of the Company under Section 2 hereof, the Company
shall:

                  (a)      Before filing any Registration Statement or
Prospectus or any amendments or supplements (other than any of the Company's
filings under the Exchange Act and supplements that do nothing more substantive
than name one or more Notice Holders as selling security holders) thereto with
the SEC, furnish to the Initial Purchasers copies of all such documents proposed
to be filed and use reasonable efforts to reflect in each such document when so
filed with the SEC such comments as the Initial Purchasers reasonably shall
propose within three (3) Business Days of the delivery of such copies to the
Initial Purchasers.

                  (b)      Prepare and file with the SEC such amendments and
post-effective amendments to each Registration Statement as may be necessary to
keep such Registration Statement continuously effective for the applicable
period specified in Section 2(a); cause the related Prospectus to be
supplemented by any required Prospectus supplement, and as so supplemented to be
filed pursuant to Rule 424 (or any similar provisions then in force) under the
Securities Act; and use reasonable efforts to comply with the provisions of the
Securities Act applicable to it with respect to the disposition of all
securities covered by such Registration Statement during the Effectiveness
Period in accordance with the intended methods of disposition by the sellers
thereof set forth in such Registration Statement as so amended or such
Prospectus as so supplemented.

                  (c)      As promptly as reasonably practicable give notice to
the Notice Holders and the Initial Purchasers (i) when any Prospectus,
Prospectus supplement, Registration Statement or post-effective amendment to a
Registration Statement has been filed with the SEC and, with respect to a
Registration Statement or any post-effective amendment, when the same has been
declared effective, (ii) of any request, following the effectiveness of the
Initial Shelf Registration Statement under the Securities Act, by the SEC or any
other federal or state governmental authority for amendments or supplements to
any

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Registration Statement or related Prospectus or for additional information,
(iii) of the issuance by the SEC or any other federal or state governmental
authority of any stop order or injunction suspending or enjoining the use of any
Prospectus or the effectiveness of any Registration Statement or the initiation
or threatening of any proceedings for that purpose, (iv) of the receipt by the
Company of any notification with respect to the suspension of the qualification
or exemption from qualification of any of the Registrable Securities for sale in
any jurisdiction or the initiation or threatening of any proceeding for such
purpose, (v) of the occurrence of (but not the nature of or details concerning)
a Material Event (provided, however, that no notice by the Company shall be
required pursuant to this clause (v) in the event that the either Company
promptly files a Prospectus supplement to update the Prospectus or the Company
files a Current Report on Form 8-K or other appropriate Exchange Act report that
is incorporated by reference into the Registration Statement, which, in either
case, contains the requisite information with respect to such Material Event
that results in such Registration Statement no longer containing any untrue
statement of material fact or omitting to state a material fact necessary to
make the statements contained therein not misleading) and (vi) of the
determination by the Company that a post-effective amendment to a Registration
Statement will be filed with the SEC, which notice may, at the discretion of the
Company (or as required pursuant to Section 3(i)), state that it constitutes a
Deferral Notice, in which event the provisions of Section 3(i) shall apply.

                  (d)      Use reasonable efforts to obtain the withdrawal of
any order suspending the effectiveness of a Registration Statement or the
lifting of any suspension of the qualification (or exemption from qualification)
of any of the Registrable Securities for sale in any jurisdiction in which they
have been qualified for sale, in either case at the earliest possible moment or,
if any such order or suspension is made effective during any Deferral Period, at
the earliest possible moment after the expiration of such Deferral Period.

                  (e)      If reasonably requested by the Initial Purchasers or
any Notice Holder, as promptly as reasonably practicable incorporate in a
Prospectus supplement or post-effective amendment to a Registration Statement
such information as the Initial Purchasers or such Notice Holder shall, on the
basis of an opinion of nationally recognized counsel experienced in such
matters, determine to be required to be included therein by applicable law and
make any required filings of such Prospectus supplement or such post-effective
amendment as required by applicable law; provided that the Company shall not be
required to take any actions under this Section 3(e) that are not, in the
reasonable opinion of counsel for the Company, in compliance with applicable
law.

                  (f)      As promptly as reasonably practicable after the
filing of such documents with the SEC, furnish to each Notice Holder and the
Initial Purchasers, upon their request and without charge, at least one (1)
conformed copy of the Registration Statement and any amendment thereto,
including financial statements, but excluding schedules, all documents
incorporated or deemed to be incorporated therein by reference and all exhibits
(unless requested in writing to the Company by such Notice Holder or the Initial
Purchasers, as the case may be).

                  (g)      During the Effectiveness Period (except during such
periods that a Deferral Notice is outstanding and has not been revoked), deliver
to each Notice Holder in

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connection with any sale of Registrable Securities pursuant to a Registration
Statement, without charge, as many copies of the Prospectus or Prospectuses
relating to such Registrable Securities and any amendment or supplement thereto
as such Notice Holder may reasonably request; and the Company hereby consents
(except during such periods that a Deferral Notice is outstanding and has not
been revoked) to the use of such Prospectus or each amendment or supplement
thereto by each Notice Holder in connection with any offering and sale of the
Registrable Securities covered by such Prospectus or any amendment or supplement
thereto in the manner set forth therein.

                  (h)      Subject to Section 3(i), prior to any public offering
of the Registrable Securities pursuant to the Shelf Registration Statement, use
reasonable efforts to register or qualify or cooperate with the Notice Holders
in connection with the registration or qualification (or exemption from such
registration or qualification) of such Registrable Securities for offer and sale
under the securities or Blue Sky laws of such jurisdictions within the United
States as any Notice Holder reasonably requests in writing (which request may be
included in the Notice and Questionnaire), it being agreed that no such
registration or qualification will be made unless so requested; prior to any
public offering of the Registrable Securities pursuant to the Shelf Registration
Statement, use reasonable efforts to keep each such registration or
qualification (or exemption therefrom) effective during the Effectiveness Period
in connection with such Notice Holder's offer and sale of Registrable Securities
pursuant to such registration or qualification (or exemption therefrom) and do
any and all other acts or things necessary to enable the disposition in such
jurisdictions of such Registrable Securities in the manner set forth in the
relevant Registration Statement and the related Prospectus; provided that the
Company will not be required to (i) qualify as a foreign corporation or as a
dealer in securities in any jurisdiction where it is not otherwise qualified or
(ii) take any action that would subject it to general service of process in
suits or to taxation in any such jurisdiction where it is not then so subject.

                  (i)      Upon (A) the issuance by the SEC of a stop order
suspending the effectiveness of the Shelf Registration Statement or the
initiation of proceedings with respect to the Shelf Registration Statement under
Section 8(d) or 8(e) of the Securities Act, (B) the occurrence of any event or
the existence of any fact (a "Material Event") as a result of which any
Registration Statement shall contain any untrue statement of a material fact or
omit to state any material fact required to be stated therein or necessary to
make the statements therein not misleading, or any Prospectus shall contain any
untrue statement of a material fact or omit to state any material fact necessary
to make the statements therein, in the light of the circumstances under which
they were made, not misleading (including, in any such case, as a result of the
non-availability of financial statements), or (C) the occurrence or existence of
any development, event, fact, situation or circumstance relating to the Company,
in the discretion of the Company, makes it appropriate to suspend the
availability of the Shelf Registration Statement and the related Prospectus, (i)
in the case of clause (B) above, subject to the next sentence, as promptly as
practicable prepare and file a post-effective amendment to such Registration
Statement or a supplement to the related Prospectus or any document incorporated
therein by reference or file any other required document that would be
incorporated by reference into such Registration Statement and Prospectus so
that such Registration Statement does not contain any untrue statement of a
material fact or omit to

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state any material fact required to be stated therein or necessary to make the
statements therein not misleading, and such Prospectus does not contain any
untrue statement of a material fact or omit to state any material fact necessary
to make the statements therein, in the light of the circumstances under which
they were made, not misleading, as thereafter delivered to the purchasers of the
Registrable Securities being sold thereunder, and, in the case of a
post-effective amendment to a Registration Statement, subject to the next
sentence, use reasonable efforts to cause it to be declared effective as
promptly as is reasonably practicable, and (ii) give notice to the Notice
Holders that the availability of the Shelf Registration Statement is suspended
(a "Deferral Notice") and, upon receipt of any Deferral Notice, each Notice
Holder agrees not to sell any Registrable Securities pursuant to the
Registration Statement until such Notice Holder's receipt of copies of the
supplemented or amended Prospectus provided for in clause (i) above, or until it
is advised in writing by the Company that the Prospectus may be used, and has
received copies of any additional or supplemental filings that are incorporated
or deemed incorporated by reference in such Prospectus. The Company will use
reasonable efforts to ensure that the use of the Prospectus may be resumed (x)
in the case of clause (A) above, as promptly as is practicable, (y) in the case
of clause (B) above, as soon as, in the sole judgment of the Company, public
disclosure of such Material Event would not be prejudicial to or contrary to the
interests of the Company or, if necessary to avoid unreasonable burden or
expense, as soon as reasonably practicable thereafter and (z) in the case of
clause (C) above, as soon as, in the discretion of the Company, such suspension
is no longer appropriate. So long as the period during which the availability of
the Registration Statement and any Prospectus is suspended (the "Deferral
Period") does not exceed thirty (30) days during any three (3) month period or
ninety (90) days during any twelve (12) month period, the Company shall not
incur any obligation to pay Additional Amounts pursuant to Section 2(e).

                  (j)      If reasonably requested in writing in connection with
a disposition of Registrable Securities pursuant to a Registration Statement,
make reasonably available for inspection during reasonable business hours by a
representative for the Notice Holders of such Registrable Securities and any
broker-dealers, attorneys and accountants retained by such Notice Holders, all
relevant financial and other records, pertinent corporate documents and
properties of the Company and its subsidiaries, and cause the appropriate
executive officers, directors and designated employees of the Company and its
subsidiaries to make reasonably available for inspection during normal business
hours all relevant information reasonably requested by such representative for
the Notice Holders or any such broker-dealers, attorneys or accountants in
connection with such disposition, in each case as is customary for similar "due
diligence" examinations; provided, however, that such persons shall first agree
in writing with the Company that any information that is reasonably designated
by the Company in writing as confidential at the time of delivery of such
information shall be kept confidential by such persons and shall be used solely
for the purposes of exercising rights under this Agreement, unless (i)
disclosure of such information is required by court or administrative order or
is necessary to respond to inquiries of regulatory authorities; (ii) disclosure
of such information is required by law (including any disclosure requirements
pursuant to federal securities laws in connection with the filing of any
Registration Statement or the use of any Prospectus referred to in this
Agreement), (iii) such information becomes generally available to the public
other than as a result of a

                                       11
<PAGE>

disclosure or failure to safeguard by any such person or (iv) such information
becomes available to any such person from a source other than the Company and
such source is not bound by a confidentiality agreement or otherwise obligated
to keep such information confidential; and provided further that the foregoing
inspection and information gathering shall, to the greatest extent possible, be
coordinated on behalf of all the Notice Holders and the other parties entitled
thereto by the counsel referred to in Section 5.

                  (k)      Comply with all rules and regulations of the SEC
applicable to any Registration Statement and make generally available to its
security holders earning statements (which need not be audited) satisfying the
provisions of Section 11(a) of the Securities Act and Rule 158 thereunder (or
any similar rule promulgated under the Securities Act) no later than forty-five
(45) days after the end of any twelve (12)-month period (or ninety (90) days
after the end of any twelve (12)-month period if such period is a fiscal year)
commencing on the first day of the first fiscal quarter of the Company
commencing after the effective date of a Registration Statement, which
statements shall cover said twelve (12)-month periods.

                  (l)      Cooperate with each Notice Holder to facilitate the
timely preparation and delivery of certificates representing Registrable
Securities sold pursuant to a Registration Statement, and cause such Registrable
Securities to be in such denominations as are permitted by the Indenture and
registered in such names as such Notice Holder may request in writing at least
two (2) Business Days prior to any sale of such Registrable Securities.

                  (m)      Provide a CUSIP number for all Registrable Securities
covered by each Registration Statement not later than the effective date of such
Registration Statement and provide the Trustee for the Notes and the transfer
agent for the Common Stock with certificates for the Registrable Securities that
are in a form eligible for deposit with The Depository Trust Company.

                  (n)      Make a reasonable effort to provide such information
as is required for any filings required to be made with the National Association
of Securities Dealers, Inc.

                  (o)      Upon (i) the filing of the Initial Shelf Registration
Statement and (ii) the effectiveness of the Initial Shelf Registration
Statement, announce the same, in each case by release to Businesswire, Reuters
Economic Services, Bloomberg Business News or any other means of dissemination
reasonably expected to make such information known publicly.

                  (p)      Take all actions necessary, or reasonably requested
by the holders of a majority of the Registrable Securities being sold, in order
to expedite or facilitate disposition of such Registrable Securities; provided
that the Company shall not be required to take any action in connection with an
underwritten offering without its consent.

                  (q)      Cause the Indenture to be qualified under the TIA not
later than the effective date of any Registration Statement; and in connection
therewith, cooperate with the Trustee 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 execute, and use reasonable efforts to

                                       12
<PAGE>

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.

                  SECTION 4. Holder's Obligations. Each Holder agrees, by
acquisition of the Registrable Securities, that no Holder of Registrable
Securities shall be entitled to sell any of such Registrable Securities pursuant
to a Registration Statement or to receive a Prospectus relating thereto, unless
such Holder has furnished the Company with a Notice and Questionnaire as
required pursuant to Section 2(d) hereof (including the information required to
be included in such Notice and Questionnaire) and the information set forth in
the next sentence. Each Notice Holder agrees promptly to furnish to the Company
in writing all information required to be disclosed in order to make the
information previously furnished to the Company by such Notice Holder not
misleading, any other information regarding such Notice Holder and the
distribution of such Registrable Securities as may be required to be disclosed
in the Registration Statement under applicable law or pursuant to SEC comments
and any information otherwise required by the Company to comply with applicable
law or regulations. Each Holder further agrees, following termination of the
Effectiveness Period, to notify the Company, within ten (10) Business Days of a
request, of the amount of Registrable Securities sold pursuant to the
Registration Statement and, in the absence of a response, the Company may assume
that all of the Holder's Registrable Securities were so sold.

                  SECTION 5. Registration Expenses. The Company shall bear all
fees and expenses incurred in connection with the performance by the Company of
its obligations under Sections 2 and 3 of this Agreement whether or not any of
the Registration Statements are declared effective. Such fees and expenses shall
include, without limitation, (i) all registration and filing fees (including,
without limitation, fees and expenses (x) with respect to filings required to be
made with the National Association of Securities Dealers, Inc. and (y) of
compliance with federal and state securities or Blue Sky laws to the extent such
filings or compliance are required pursuant to this Agreement (including,
without limitation, reasonable fees and disbursements of the counsel specified
in the next sentence in connection with Blue Sky qualifications of the
Registrable Securities under the laws of such jurisdictions as the Notice
Holders of a majority of the Registrable Securities being sold pursuant to a
Registration Statement may designate)), (ii) printing expenses (including,
without limitation, expenses of printing certificates for Registrable Securities
in a form eligible for deposit with The Depository Trust Company), (iii)
duplication expenses relating to copies of any Registration Statement or
Prospectus delivered to any Holders hereunder, (iv) fees and disbursements of
counsel for the Company in connection with the Shelf Registration Statement, and
(v) reasonable fees and disbursements of the Trustee and its counsel and of the
registrar and transfer agent for the Common Stock. In addition, the Company
shall bear or reimburse the Notice Holders for the fees and disbursements of one
firm of legal counsel for the Holders, which shall, upon the written consent of
the Initial Purchasers (which shall not be unreasonably withheld), be another
nationally recognized law firm experienced in securities law matters designated
by the Company. In addition, the Company shall pay its internal expenses
(including, without limitation, all salaries and expenses of officers and
employees performing legal or accounting duties), and its expenses for any
annual audit, the

                                       13
<PAGE>

fees and expenses incurred in connection with the listing of the Registrable
Securities on any securities exchange on which the same securities of the
Company are then listed and the fees and expenses of any person, including
special experts, retained by the Company.

                  SECTION 6. Indemnification; Contribution.

                  (a)      The Company agrees to indemnify and hold harmless
each of the Initial Purchasers and each Holder of Registrable Securities and
each person, if any, who controls any of the Initial Purchasers or any holder of
Registrable Securities within the meaning of either Section 15 of the Securities
Act or Section 20 of the Exchange Act, as follows:

                  (i)      against any and all loss, liability, claim, damage
         and expense whatsoever, as incurred, arising out of any untrue
         statement or alleged untrue statement of a material fact contained in
         the Registration Statement (or any amendment thereto), or the omission
         or alleged omission therefrom of a material fact required to be stated
         therein or necessary in order to make the statements therein, in light
         of the circumstances under which they were made, not misleading or
         arising out of any untrue statement or alleged untrue statement of a
         material fact included in any preliminary prospectus or the Prospectus
         (or any amendment or supplement thereto), or the omission or alleged
         omission therefrom of a material fact necessary in order to make the
         statements therein, in the light of the circumstances under which they
         were made, not misleading;

                  (ii)     against any and all loss, liability, claim, damage
         and expense whatsoever, as incurred, to the extent of the aggregate
         amount paid in settlement of any litigation, or any investigation or
         proceeding by any governmental agency or body, commenced or threatened,
         or of any claim whatsoever based upon any such untrue statement or
         omission, or any such alleged untrue statement or omission, provided
         that (subject to Section 6(d) below) any such settlement is effected
         with the prior written consent of the Company; and

                  (iii)    subject to Section 6(c) below, against any and all
         expense whatsoever, as incurred (including the fees and disbursements
         of counsel chosen in accordance with Section 6(c) below), reasonably
         incurred in investigating, preparing or defending against any
         litigation, or any investigation or proceeding by any governmental
         agency or body, commenced or threatened, or any claim whatsoever based
         upon any such untrue statement or omission, or any such alleged untrue
         statement or omission, to the extent that any such expense is not paid
         under (i) or (ii) above;

provided, however, that this indemnity agreement shall not apply to any loss,
liability, claim, damage or expense to the extent arising out of any untrue
statement or omission or alleged untrue statement or omission made in reliance
upon and in conformity with written information furnished to the Company by or
on behalf of the Initial Purchasers, such Holder of Registrable Securities
(which also acknowledges the indemnity provisions herein) or any person, if any,
who controls any of the Initial Purchasers or any such Holder of Registrable
Securities expressly for use in the Registration Statement (or any amendment
thereto), or any

                                       14
<PAGE>

preliminary prospectus or the Prospectus (or any amendment or supplement
thereto); provided further that this indemnity agreement shall not apply to any
loss, liability, claim, damage or expense (1) arising from an offer or sale of
Registrable Securities occurring during a Deferral Period, if a Deferral Notice
was given to such Notice Holder or (2) if the Holder fails to deliver at or
prior to the written confirmation of sale, the most recent Prospectus, as
amended or supplemented, and such Prospectus, as amended or supplemented, would
have corrected such untrue statement or omission or alleged untrue statement or
omission of a material fact and the delivery thereof was required by law.

                  (b)      In connection with any Registration Statement in
which a Holder, including, without limitation, any of the Initial Purchasers, of
Registrable Securities is participating, in furnishing information relating to
such Holder of Registrable Securities to the Company in writing expressly for
use in such Registration Statement, any preliminary prospectus, the Prospectus
or any amendments or supplements thereto, the holders of such Registrable
Securities agree, severally and not jointly, to indemnify and hold harmless each
of the Initial Purchasers and each person, if any, who controls any of the
Initial Purchasers within the meaning of either Section 15 of the Securities Act
or Section 20 of the Exchange Act and the Company and each person, if any, who
controls the Company within the meaning of either such Section, against any and
all loss, liability, claim, damage and expense described in the indemnity
contained in subsection (a) of this Section 6, as incurred, but only with
respect to untrue statements or omissions, or alleged untrue statements or
omissions, made in the Registration Statement (or any amendment thereto) or any
preliminary prospectus or the Prospectus (or any amendment or supplement
thereto) in reliance upon and in conformity with written information furnished
to the Company by or on behalf of such Holder of Registrable Securities (which
also acknowledges the indemnity provisions herein) or any person, if any, who
controls any such Holder of Registrable Securities expressly for use in the
Registration Statement (or any amendment thereto) or such preliminary prospectus
or the Prospectus (or any amendment or supplement thereto).

                  Each Initial Purchaser agrees to indemnify and hold harmless
the Company, the Holders of Registrable Securities, their respective directors,
officers and each person, if any, who controls the Company or any Holder of
Registrable Securities within the meaning of either Section 15 of the Securities
Act or Section 20 of the Exchange Act against any and all loss, liability,
claim, damage and expense described in the indemnity contained in subsection (a)
of this Section 6, as incurred, but only with respect to untrue statements or
omissions, or alleged untrue statements or omissions, made in the Registration
Statement (or any amendment thereto) or any preliminary prospectus or the
Prospectus (or any amendment or supplement thereto) in reliance upon and in
conformity with written information furnished to the Company by or on behalf of
such Initial Purchaser expressly for use in the Registration Statement (or any
amendment thereto) or such preliminary prospectus or the Prospectus (or any
amendment or supplement thereto).

                  (c)      Each indemnified party shall give notice as promptly
as reasonably practicable to each indemnifying party of any action or proceeding
commenced against it in respect of which indemnity may be sought hereunder, but
failure to so notify an indemnifying party shall not relieve such indemnifying
party from any liability hereunder to

                                       15
<PAGE>

the extent it is not materially prejudiced as a result thereof and in any event
shall not relieve it from any liability which it may have otherwise than on
account of these indemnity provisions. 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 reasonable
fees and disbursements of such counsel related to such proceeding. In any such
proceeding, any indemnified party shall have the right to retain a separate firm
as 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 or
(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. It is understood that the
indemnifying party shall not, in respect of the legal expenses of any
indemnified party in connection with any proceeding or related proceedings in
the same jurisdiction, be liable for (A) the reasonable fees and expenses of
more than one firm (in addition to any local counsel) for the Initial
Purchasers, Holders of Registrable Securities, and all persons, if any, who
control the Initial Purchasers or Holders of Registrable Securities within the
meaning of either Section 15 of the Securities Act or Section 20 of the Exchange
Act or (B) the reasonable fees and expenses of more than one firm (in addition
to any local counsel) for the Company, its directors, and each person, if any,
who controls the Company within the meaning of either such Section, and that all
such reasonable fees and expenses shall be reimbursed as they are incurred. In
the event a separate firm is retained for the Initial Purchasers, Holders of
Registrable Securities, and control persons of the Initial Purchasers and
Holders of Registrable Securities, such firm shall be designated in writing by
the Initial Purchasers. In the event a separate firm is retained for the
Company, and such directors, officers and control persons of the Company, such
firm shall be designated in writing by the Company. No indemnifying party shall,
without the prior written consent of the indemnified parties, settle or
compromise or consent to the entry of any judgment with respect to any
litigation, or any investigation or proceeding by any governmental agency or
body, commenced or threatened, or any claim whatsoever in respect of which
indemnification or contribution could be sought under this Section 6 (whether or
not the indemnified parties are actual or potential parties thereto), unless
such settlement, compromise or consent (i) includes an unconditional release of
each indemnified party from all liability arising out of such litigation,
investigation, proceeding or claim 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 any
indemnified party.

                  (d)      If at any time an indemnified party shall have
requested an indemnifying party to reimburse the indemnified party for fees and
expenses of counsel, such indemnifying party agrees that it shall be liable for
any settlement of the nature contemplated by Section 6(a)(ii) effected without
its written consent if (i) such settlement is entered into more than sixty (60)
days after receipt by such indemnifying party of aforesaid request, (ii) such
indemnifying party shall have received notice of the terms of such settlement at
least forty-five (45) days prior to such settlement being entered into and (iii)
such indemnifying party shall not have reimbursed such indemnified party in
accordance with such request prior

                                       16
<PAGE>

to the date of such settlement; provided that an indemnifying party shall not be
liable for any such settlement effected without its consent if such indemnifying
party (1) reimburses such indemnified party in accordance with such request to
the extent it considers such request to be reasonable and (2) provides written
notice to the indemnified party describing any unpaid balance it believes is
unreasonable and the reasons therefor, in each case prior to the date of such
settlement.

                  (e)      If the indemnification to which an indemnified party
is entitled under this Section 6 is for any reason unavailable to or
insufficient although applicable in accordance with its terms to hold harmless
an indemnified party in respect of any losses, liabilities, claims, damages or
expenses referred to therein, then each indemnifying party shall contribute to
the aggregate amount of such losses, liabilities, claims, damages and expenses
incurred by such indemnified party, as incurred, 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 on the other hand in connection
with the statements or omissions which resulted in such losses, liabilities,
claims, damages or expenses, as well as any other relevant equitable
considerations.

                  The relative fault of the Company on the one hand and the
holders of the Registrable Securities or the Initial Purchasers on the other
hand shall be determined by reference to, among other things, whether any such
untrue or alleged untrue statement of a material fact or omission or alleged
omission to state a material fact relates to information supplied by the Company
or by the holder of the Registrable Securities or the Initial Purchasers and the
parties' relative intent, knowledge, access to information and opportunity to
correct or prevent such statement or omission.

                  The parties hereto agree that it would not be just and
equitable if contribution pursuant to this Section 6(e) were determined by pro
rata allocation or by any other method of allocation which does not take account
of the equitable considerations referred to above in this Section 6(e). The
aggregate amount of losses, liabilities, claims, damages, and expenses incurred
by an indemnified party and referred to above in this Section 6(e) shall be
deemed to include any out-of-pocket legal or other expenses reasonably incurred
by such indemnified party in investigating, preparing or defending against any
litigation, or any investigation or proceeding by any governmental agency or
body, commenced or threatened, or any claim whatsoever based upon any such
untrue or alleged untrue statement or omission or alleged omission.

                  Notwithstanding the provisions of this Section 6, neither the
Holder of any Registrable Securities nor an Initial Purchaser shall be required
to indemnify or contribute any amount in excess of the amount by which the total
price at which the Registrable Securities sold by such Holder of Registrable
Securities or by such Initial Purchaser, as the case may be, and distributed to
the public were offered to the public exceeds the amount of any damages that
such Holder of Registrable Securities or such Initial Purchaser has otherwise
been required to pay by reason of such untrue or alleged untrue statement or
omission or alleged omission.

                                       17
<PAGE>

                  No person guilty of fraudulent misrepresentation (within the
meaning of Section 11(f) of the Securities Act) shall be entitled to
contribution from any person who was not guilty of such fraudulent
misrepresentation.

                  For purposes of this Section 6(e), each person, if any, who
controls an Initial Purchaser or any holder of Registrable Securities within the
meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act
shall have the same rights to contribution as such Initial Purchaser or such
holder, and each person, if any, who controls the Company within the meaning of
Section 15 of the Securities Act or Section 20 of the Exchange Act shall have
the same rights to contribution as the Company.

                  SECTION 7. Information Requirements. The Company covenants
that, if at any time before the end of the Effectiveness Period the Company is
not subject to the reporting requirements of the Exchange Act, it will cooperate
with any Holder of Registrable Securities and take such further reasonable
action as any Holder of Registrable Securities may reasonably request in writing
(including, without limitation, making such reasonable representations as any
such Holder may reasonably request), all to the extent required from time to
time to enable such Holder to sell Registrable Securities without registration
under the Securities Act within the limitations of Rule 144 and Rule 144A under
the Securities Act and customarily taken in connection with sales pursuant to
such exemptions. Upon the written request of any Holder of Registrable
Securities, the Company shall deliver to such Holder a written statement as to
whether it is subject to such reporting requirements. Notwithstanding the
foregoing, nothing in this Section 7 shall be deemed to require the Company to
register any of its securities under any section of the Exchange Act.

                  SECTION 8. Miscellaneous

                  (a)      No Conflicting Agreements. The Company is not, as of
the date hereof, a party to, nor shall it, on or after the date of this
Agreement, enter into, any agreement with respect to the Company's securities
that conflicts with the rights granted to the Holders of Registrable Securities
in this Agreement. The Company represents and warrants that the rights granted
to the Holders of Registrable Securities hereunder do not in any way conflict
with the rights granted to the holders of the Company's securities under any
other agreements.

                  (b)      Amendments and Waivers. 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 a majority of the then outstanding Underlying Common Stock
constituting Registrable Securities (with Holders of Notes deemed to be the
Holders, for purposes of this Section 8(b), of the number of outstanding shares
of Underlying Common Stock into which such Notes are or would be convertible or
exchangeable as of the date on which such consent is requested). Notwithstanding
the foregoing, a waiver or consent to depart from the provisions hereof with
respect to a matter that relates exclusively to the rights of Holders of
Registrable Securities whose securities are being sold pursuant to a
Registration Statement and that does not directly or indirectly affect the
rights of other Holders of Registrable Securities may be given

                                       18
<PAGE>

by Holders of at least a majority of the Registrable Securities being sold by
such Holders pursuant to such Registration Statement; provided that the
provisions of this sentence may not be amended, modified, or supplemented except
in accordance with the provisions of the immediately preceding sentence. Each
Holder of Registrable Securities outstanding at the time of any such amendment,
modification, supplement, waiver or consent or thereafter shall be bound by any
such amendment, modification, supplement, waiver or consent effected pursuant to
this Section 8(b), whether or not any notice, writing or marking indicating such
amendment, modification, supplement, waiver or consent appears on the
Registrable Securities or is delivered to such Holder.

                  (c)      Notices. All notices and other communications
provided for or permitted hereunder shall be made in writing by hand delivery,
by telecopier, by courier guaranteeing overnight delivery or by first-class
mail, return receipt requested, and shall be deemed given (i) when made, if made
by hand delivery, (ii) upon confirmation, if made by telecopier, (iii) one (1)
Business Day after being deposited with such courier, if made by overnight
courier, or (iv) on the date indicated on the notice of receipt, if made by
first-class mail, to the parties as follows:

                  if to a Holder of Registrable Securities that is not a Notice
Holder, at the address for such Holder then appearing in the Registrar (as
defined in the Indenture);

                  if to a Notice Holder, at the most current address given by
such Holder to the Company in a Notice and Questionnaire or any amendment
thereto;

                  if to the Company, to the Chief Financial Officer (fax no.:
(713) 324-5931) and confirmed to 1600 Smith Street, HQSEO, Houston, Texas,
77002, attention of the Chief Financial Officer and to the General Counsel (fax
no.: (713) 324-5161) and confirmed at 1600 Smith Street, HQSLG, Houston, Texas,
77002, attention of the General Counsel; and

                  if to the Initial Purchasers, to Citigroup Global Markets Inc.
("Citigroup"), attention of the General Counsel (fax no.: (212) 816-7912) and
confirmed to Citigroup at 388 Greenwich Street, New York, New York 10013,
Attention: General Counsel; Credit Suisse First Boston LLC ("CSFB"), attention
of the General Counsel (fax no.: (212) 325-4296) and confirmed to CSFB at Eleven
Madison Avenue, New York, New York 10010, Attention: General Counsel; and Morgan
Stanley & Co. Incorporated ("Morgan Stanley"), attention of Morgan Stanley
Global Capital Markets Syndicate Desk (fax no.: (212) 761-0538) and confirmed to
Morgan Stanley at 1585 Broadway, New York, New York 10036, Attention: Global
Capital Markets Syndicate Desk,

                  or to such other address as such person may have furnished to
the other persons identified in this Section 8(c) in writing in accordance
herewith.

                  (d)      Approval of Holders. Whenever the consent or approval
of Holders of a specified percentage of Registrable Securities is required
hereunder, Registrable Securities held by the Company, or its Affiliates (other
than the Initial Purchasers or subsequent Holders of Registrable Securities if
such subsequent Holders are deemed to be such affiliates solely by reason of
their holdings of such Registrable Securities) shall not be counted in

                                       19
<PAGE>

determining whether such consent or approval was given by the Holders of such
required percentage.

                  (e)      Successors and Assigns. This Agreement shall inure to
the benefit of and be binding upon the successors and assigns of each of the
parties hereto and, without requiring any express assignment, shall inure to the
benefit of and be binding upon each Holder of any Registrable Securities;
provided that nothing herein shall be deemed to permit any assignment, transfer
or other disposition of Registrable Securities in violation of the terms of the
Purchase Agreement. 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 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.

                  (f)      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 original and all of which taken
together shall constitute one and the same agreement.

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

                  (h)      Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY
AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

                  (i)      Severability. If any term, provision, covenant or
restriction of this Agreement is held to be invalid, illegal, void or
unenforceable, the remainder of the terms, provisions, covenants and
restrictions set forth herein shall remain in full force and effect and shall in
no way be affected, impaired or invalidated thereby, and the parties hereto
shall use their reasonable best efforts to find and employ an alternative means
to achieve the same or substantially the same result as that contemplated by
such term, provision, covenant or restriction, it being intended that all of the
rights and privileges of the parties hereto shall be enforceable to the fullest
extent permitted by law.

                  (j)      Entire Agreement. This Agreement is intended by the
parties hereto as a final expression of their agreement and is intended to be a
complete and exclusive statement of the agreement and understanding of the
parties hereto in respect of the subject matter contained herein and the
registration rights granted by the Company with respect to the Registrable
Securities. Except as provided in the Purchase Agreement, there are no
restrictions, promises, warranties or undertakings, other than those set forth
or referred to herein, with respect to the registration rights granted by the
Company with respect to the Registrable Securities. This Agreement supersedes
all prior agreements and undertakings among the parties hereto with respect to
such registration rights.

                  (k)      Termination. This Agreement and the obligations of
the parties hereunder shall terminate upon the expiration of the Effectiveness
Period, except for (i) any

                                       20
<PAGE>

liabilities or obligations under Section 4, 5 or 6 hereof and the obligations to
make payments of and provide for Additional Amounts under Section 2(e) hereof to
the extent such damages accrue prior to the end of the Effectiveness Period,
each of which shall remain in effect in accordance with its terms.

                            [Signature page follows]

                                       21
<PAGE>

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

                                         Very truly yours,

                                         CONTINENTAL AIRLINES, INC.

                                         By: /S/ Jennifer L. Vogel
                                             ------------------------------
                                             Name:  Jennifer L. Vogel
                                             Title: Vice President

Agreed and accepted as of the date
first above written:

CITIGROUP GLOBAL MARKETS INC.

By: /S/ Jeffrey Singer
    -------------------------------
    Name:  Jeffrey Singer
    Title: Director

CREDIT SUISSE FIRST BOSTON LLC

By: /S/ Douglas A. Fordyce
    -------------------------------
    Name:  Douglas A. Fordyce
    Title: Director

MORGAN STANLEY & CO. INCORPORATED

By: /S/ Kenneth G. Pott
    -------------------------------
    Name:  Kenneth G. Pott
    Title: Managing Director

MERRILL LYNCH, PIERCE, FENNER &
  SMITH INCORPORATED

By: /S/ David Iwan
    -------------------------------
    Name:  David Iwan
    Title: Vice President

Each on behalf of the
Initial Purchasers.

<PAGE>

                                   SCHEDULE I

Citigroup Global Markets Inc.
388 Greenwich Street
New York, New York 10013

Credit Suisse First Boston LLC
Eleven Madison Avenue
New York, NY 10010

Morgan Stanley & Co. Incorporated
1585 Broadway
New York, New York 10036

Merrill Lynch, Pierce, Fenner & Smith Incorporated
4 World Financial Center
New York, New York 10080