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                                                                    Exhibit 4.12

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                   Exchange and Registration Rights Agreement

                             Dated as of May 9, 2003

                                     between

                           Continental Airlines, Inc.

                                       and

                       Morgan Stanley & Co. Incorporated.


                              Continental Airlines
                Floating Rate Secured Subordinated Notes due 2007

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                   EXCHANGE AND REGISTRATION RIGHTS AGREEMENT


            THIS EXCHANGE AND REGISTRATION RIGHTS AGREEMENT (the "AGREEMENT") is
made and entered into as of May 9, 2003, 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 May
2, 2003 between the Company and the Initial Purchaser (the "PURCHASE
AGREEMENT"), which provides that the Company will issue and sell an aggregate of
$100,000,000 principal amount of Floating Rate Secured Subordinated 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.

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            "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 Amended and Restated Indenture dated as
      of May 9, 2003, 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
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      or 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.

            "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.

            "REGISTRATION EVENT" shall mean the declaration of the effectiveness
      by the SEC of an Exchange Offer Registration Statement or a Shelf
      Registration Statement.
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                                       4



            "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 fees charged by rating agencies for rating the Initial
      Securities or the Exchange Securities at the Company's request (including
      annual surveillance fees related to the Initial Securities or the Exchange
      Securities as long as they are outstanding), (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
      which covers some or all of
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                                       5


      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.

            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);

            (iii) use the services of DTC for the Exchange Offer with respect to
      Initial Securities evidenced by global certificates;
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            (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 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,
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
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                                       7


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 Registrable Securities covered by the Shelf Registration
      Statement have been sold pursuant to the Shelf Registration Statement; and
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            (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 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
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
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                                       9


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 prospectus supplement, and as so supplemented to be filed
      pursuant to Rule 424 under the 1933 Act;
<PAGE>
                                       10



            (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
      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
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                                       11


      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
            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
<PAGE>
                                       12


            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
            Securities, 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) (i) in the case of an Exchange Offer, furnish counsel for the
      Initial Purchaser and (ii) 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
      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)
<PAGE>
                                       13


      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
      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
<PAGE>
                                       14


      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.

      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
<PAGE>
                                       15


      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 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
<PAGE>
                                       16


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


<PAGE>
                                       17


      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 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 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
<PAGE>
                                       18

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
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
<PAGE>
                                       19

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
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
<PAGE>
                                       20


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 Securities 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.

      (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
<PAGE>
                                       21

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
and, if applicable, the Purchase Agreement, and such Person shall be entitled to
receive the benefits hereof.
<PAGE>
                                       22

      (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 LAW 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>
                                       23


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

                              CONTINENTAL AIRLINES, INC.



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



Confirmed and accepted as of
the date first above written:

MORGAN STANLEY & CO. INCORPORATED


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