EXECUTION COPY

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                           CONTINENTAL AIRLINES, INC.

                                       TO

                            WILMINGTON TRUST COMPANY

                                     Trustee

                                    INDENTURE

                          Dated as of November 10, 2000

                                  $296,392,000

                       6% Convertible Junior Subordinated
                               Debentures Due 2030

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<PAGE>


                                TABLE OF CONTENTS

                                                                        Page
                                                                        ----

ARTICLE I DEFINITIONS AND OTHER PROVISIONS OF GENERAL  APPLICATION........2

   SECTION 1.01    Definitions............................................2
   SECTION 1.02    Compliance Certificates and Opinions..................11
   SECTION 1.03    Form of Documents Delivered to Trustee................11
   SECTION 1.04    Acts of Holders; Record Dates.........................12
   SECTION 1.05    Notices, Etc., to Trustee and the Company.............14
   SECTION 1.06    Notice to Holders; Waiver.............................14
   SECTION 1.07    Conflict with Trust Indenture Act.....................15
   SECTION 1.08    Effect of Headings and Table of Contents..............15
   SECTION 1.09    Successors and Assigns................................15
   SECTION 1.10    Separability Clause...................................15
   SECTION 1.11    Benefits of Indenture.................................15
   SECTION 1.12    Governing Law.........................................15
   SECTION 1.13    Legal Holidays........................................15

ARTICLE II SECURITY FORMS................................................16

   SECTION 2.01    Forms Generally.......................................16
   SECTION 2.02    Initial Issuance to Property Trustee..................16
   SECTION 2.03    Additional Provisions Required in
                   Global Security.......................................18
   SECTION 2.04    Issuance of Global Securities to Holders..............19

ARTICLE III THE SECURITIES...............................................20

   SECTION 3.01    Title and Terms.......................................20
   SECTION 3.02    Denominations.........................................21
   SECTION 3.03    Execution, Authentication, Delivery
                   and Dating............................................21
   SECTION 3.04    Temporary Securities..................................22
   SECTION 3.05    Global Securities.....................................22
   SECTION 3.06    Registration, Transfer and Exchange
                   Generally; Certain Transfers
                   and Exchanges.........................................23
   SECTION 3.07    Mutilated, Destroyed, Lost and
                   Stolen Securities.....................................26
   SECTION 3.08    Payment of Interest; Interest
                   Rights Preserved......................................27
   SECTION 3.09    Persons Deemed Owners.................................28
   SECTION 3.10    Cancellation..........................................29
   SECTION 3.11    Right of Set Off......................................29
   SECTION 3.12    CUSIP Numbers.........................................29
   SECTION 3.13    Extension of Interest Payment Period;
                   Notice of Extension...................................29
   SECTION 3.14    Paying Agent, Security Registrar and
                   Conversion Agent......................................30

ARTICLE IV SATISFACTION AND DISCHARGE....................................31

   SECTION 4.01    Satisfaction and Discharge of Indenture...............31
   SECTION 4.02    Application of Trust Money............................32

ARTICLE V REMEDIES.......................................................32

   SECTION 5.01    Events of Default.....................................32
   SECTION 5.02    Acceleration of Maturity;
                   Rescission and Annulment..............................33
   SECTION 5.03    Collection of Indebtedness and Suits for
                   Enforcement by Trustee................................34
   SECTION 5.04    Trustee May File Proofs of Claim......................35
   SECTION 5.05    Trustee May Enforce Claims Without
                   Possession of Securities..............................36
   SECTION 5.06    Application of Money Collected........................36
   SECTION 5.07    Limitation on Suits...................................36
   SECTION 5.08    Unconditional Right of Holders to Receive
                   Principal and Interest and to Convert.................37
   SECTION 5.09    Restoration of Rights and Remedies....................37
   SECTION 5.10    Rights and Remedies Cumulative........................37
   SECTION 5.11    Delay or Omission Not Waiver..........................38
   SECTION 5.12    Control by Holders....................................38
   SECTION 5.13    Waiver of Past Defaults...............................38
   SECTION 5.14     Undertaking for Costs................................39
   SECTION 5.15    Waiver of Stay or Extension Laws......................39
   SECTION 5.16    Enforcement by Holders of Preferred Securities........39

ARTICLE VI THE TRUSTEE...................................................40

   SECTION 6.01     Certain Duties and Responsibilities..................40
   SECTION 6.02     Notice of Defaults...................................40
   SECTION 6.03     Certain Rights of Trustee............................41
   SECTION 6.04    Not Responsible for Recitals or
                   Issuance of Securities................................42
   SECTION 6.05    May Hold Securities...................................42
   SECTION 6.06     Money Held in Trust..................................42
   SECTION 6.07     Compensation and Reimbursement.......................42
   SECTION 6.08     Disqualification; Conflicting Interests..............43
   SECTION 6.09     Corporate Trustee Required; Eligibility..............43
   SECTION 6.10     Resignation and Removal; Appointment of Successor....44
   SECTION 6.11     Acceptance of Appointment by Successor...............45
   SECTION 6.12     Merger, Conversion, Consolidation
                    or Succession to Business............................45
   SECTION 6.13    Preferential Collection of Claims Against Company.....45
   SECTION 6.14    Co-trustees and Separate Trustees.....................46

ARTICLE VII HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY............47

   SECTION 7.01    Company to Furnish Trustee
                   Names and Addresses of Holders........................47
   SECTION 7.02    Preservation of Information;
                   Communications to Holders.............................47
   SECTION 7.03    Reports by Trustee....................................48
   SECTION 7.04    Reports by Company....................................48
   SECTION 7.05    Tax Reporting.........................................48

ARTICLE VIII CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE........48

   SECTION 8.01    Company May Consolidate, Etc. Only on Certain Terms...48
   SECTION 8.02    Successor Substituted.................................49

ARTICLE IX SUPPLEMENTAL INDENTURES.......................................50

   SECTION 9.01    Supplemental Indentures Without Consent of Holders....50
   SECTION 9.02    Supplemental Indentures with Consent of Holders.......51
   SECTION 9.03    Execution of Supplemental Indentures..................52
   SECTION 9.04    Effect of Supplemental Indentures.....................52
   SECTION 9.05    Conformity with Trust Indenture Act...................52
   SECTION 9.06    Reference in Securities to Supplemental Indentures....52

ARTICLE X COVENANTS; REPRESENTATIONS AND WARRANTIES......................53

   SECTION 10.01    Payment of Principal and Interest....................53
   SECTION 10.02    Maintenance of Office or Agency......................53
   SECTION 10.03    Money for Security Payments to Be Held in Trust......53
   SECTION 10.04    Statement by Officers as to Default..................54
   SECTION 10.05    Limitation on Dividends;
                    Transactions with Affiliates;
                    Covenants as to the Trust............................54
   SECTION 10.06    Payment of Expenses of the Trust.....................55
   SECTION 10.07    Registration Rights..................................56

ARTICLE XI REDEMPTION OF SECURITIES......................................57

   SECTION 11.01    Optional Redemption..................................57
   SECTION 11.02    Tax Event Redemption.................................57
   SECTION 11.03    Selection by Trustee of Securities
                    to Be Redeemed.......................................58
   SECTION 11.04    Notice of Redemption.................................58
   SECTION 11.05    Deposit of Redemption Price..........................59
   SECTION 11.06    Securities Payable on Redemption Date................59
   SECTION 11.07    Securities Redeemed in Part..........................60

ARTICLE XII SUBORDINATION OF SECURITIES..................................61

   SECTION 12.01    Agreement to Subordinate.............................61
   SECTION 12.02    Default on Senior Obligations........................61
   SECTION 12.03    Liquidation; Dissolution; Bankruptcy.................61
   SECTION 12.04    Subrogation..........................................63
   SECTION 12.05    Trustee to Effectuate Subordination..................64
   SECTION 12.06    Notice by the Company................................64
   SECTION 12.07    Rights of the Trustee; Holders of
                    Senior Obligations...................................65
   SECTION 12.08    Subordination May Not Be Impaired....................65

ARTICLE XIII CONVERSION OF SECURITIES....................................66

   SECTION 13.01    Conversion Rights....................................66
   SECTION 13.02    Conversion Procedures................................66
   SECTION 13.03    Conversion Price Adjustments.........................68
   SECTION 13.04    Reclassification, Consolidation,
                    Merger or Sale of Assets.............................73
   SECTION 13.05    Notice of Adjustments of Conversion Price............74
   SECTION 13.06    Prior Notice of Certain Events.......................74
   SECTION 13.07    Adjustments in Case of Fundamental Changes...........75
   SECTION 13.08    Dividend or Interest Reinvestment Plans..............78
   SECTION 13.09    Certain Additional Rights............................78
   SECTION 13.10    Restrictions on Common Stock
                    Issuable Upon Conversion.............................79
   SECTION 13.11    Trustee Not Responsible for Determining
                    Conversion Price or Adjustments......................79

ARTICLE XIV IMMUNITY OF INCORPORATORS,
            STOCKHOLDERS, OFFICERS  AND DIRECTORS........................80

   SECTION 14.01    No Recourse..........................................80

EXHIBIT A         Form of Security


<PAGE>


           Certain Sections of this Indenture relating to Sections 310
                 through 318 of the Trust Indenture Act of 1939:
  Trust Indenture Act                                        Indenture
        Section                                               Section
        -------                                               -------

   Section 310  (a) (1)....................................    6.09
                (a) (2)....................................    6.09
                (a) (3)....................................    Not Applicable
                (a) (4)....................................    Not Applicable
                (b)........................................    6.08, 6.10
   Section 311  (a)........................................    6.13
                (b)........................................    6.13
   Section 312  (a)........................................    7.01
                                                               7.02(a)
                (b)........................................    7.02(b)
                (c)........................................    7.02(c)
   Section 313  (a)........................................    7.03(a)
                (a) (4)....................................    7.03(a)
                (b)........................................    7.03(a)
                (c)........................................    7.03(a)
                (d)........................................    7.03(b)
   Section 314  (a)........................................    7.04
                (b)........................................    Not Applicable
                (c) (1)....................................    1.02
                (c) (2)....................................    1.02
                (c) (3)....................................    Not Applicable
                (d)........................................    Not Applicable
                (e)........................................    1.02
  Section 315   (a)........................................    6.01
                                                               6.03
                (b)........................................    6.02
                (c)........................................    6.01
                (d)........................................    6.01
                (e)........................................    5.14
 Section 316    (a)(1)(A)..................................    5.02
                                                               5.12
                (a)(1)(B)..................................    5.13
                (a) (2)....................................    Not Applicable
                (b)........................................    5.08
                (c)........................................    1.04(c)
 Section 317    (a) (1)....................................    5.03
                (a) (2)....................................    5.04
                (b)........................................    1.03
 Section 318    (a)........................................    1.07

    Note: This reconciliation and tie shall not, for any purpose, be deemed to
          be a part of the Indenture.



<PAGE>


         This INDENTURE, dated as of November 10, 2000, between Continental
Airlines, Inc., a corporation duly organized and existing under the laws of the
State of Delaware (herein called the "Company"), and Wilmington Trust Company, a
Delaware banking corporation, as Trustee (herein called the "Trustee").

                             RECITALS OF THE COMPANY

         WHEREAS Continental Airlines Finance Trust II, a Delaware business
trust (the "Trust"), formed under the Amended and Restated Declaration of Trust
among the Company, as Sponsor, Wilmington Trust Company, as property trustee
(the "Property Trustee"), and Wilmington Trust Company, as Delaware trustee (the
"Delaware Trustee"), and Lawrence W. Kellner and Gerald Laderman, as trustees
(together with the Property Trustee and the Delaware Trustee, the "Issuer
Trustees"), dated as of November 10, 2000, (the "Declaration"), pursuant to the
Purchase Agreement (the "Purchase Agreement") dated November 6, 2000, among the
Company, the Trust and the Initial Purchasers named therein, will issue and sell
up to 5,000,000 of its 6% Convertible Preferred Securities, Term Income
Deferrable Equity Securities (TIDES) ("Preferred Securities") (or up to
5,750,000 of its Preferred Securities to the extent the over-allotment option is
exercised in full) with a liquidation amount of $50 per Preferred Security,
having an aggregate liquidation amount with respect to the assets of the Trust
of up to $250,000,000 (or up to $287,500,000 to the extent the over-allotment
option is exercised in full);

         WHEREAS the trustees of the Trust, on behalf of the Trust, will execute
and deliver to the Company Common Securities evidencing an ownership interest in
the Trust, registered in the name of the Company, in an aggregate amount equal
to three percent of the capitalization of the Trust, equivalent to up to 154,640
of its 6% Common Securities (the "Common Securities" and, together with the
Preferred Securities, the "Trust Securities") (or up to 177,840 Common
Securities to the extent the over-allotment option is exercised in full), with a
liquidation amount of $50 per Common Security, having an aggregate liquidation
amount with respect to the assets of the Trust of up to $7,732,000 (or up to
$8,892,000 to the extent the over-allotment option is exercised in full);

         WHEREAS the Trust will use the proceeds from the sale of the Preferred
Securities and the Common Securities to purchase from the Company the 6%
Convertible Junior Subordinated Debentures Due 2030 (the "Securities") in an
aggregate principal amount of up to $257,732,000 (or up to $296,392,000 to the
extent the over-allotment option is exercised in full);

         WHEREAS the Company is guaranteeing the payment of distributions on the
Trust Securities and payment of the Redemption Price (as defined herein) and
payments on liquidation with respect to the Trust Securities, to the extent
provided in the Common Securities Guarantee Agreement, dated as of November 10,
2000, between the Company and the Trust, and the Preferred Securities Guarantee
Agreement, dated as of November 10, 2000, between the Company and Wilmington
Trust Company, as Guarantee Trustee, for the benefit of the holders of the Trust
Securities from time to time;

         WHEREAS the Company has duly authorized the creation of an issue of the
Securities of substantially the tenor and amount hereinafter set forth and to
provide therefor the Company has duly authorized the execution and delivery of
this Indenture;

         WHEREAS, so long as the Trust is a Holder of Securities and any
Preferred Securities are outstanding, the Declaration provides that the holders
of Preferred Securities may cause the Conversion Agent (as defined herein) to
(i) exchange such Preferred Securities for Securities held by the Trust and (ii)
immediately convert such Securities into Class B Common Stock (as defined
herein); and

         WHEREAS all things necessary to make the Securities, when executed by
the Company and authenticated and delivered hereunder and duly issued by the
Company, the valid obligations of the Company and to make this Indenture a valid
agreement of the Company, in accordance with their and its terms, have been
done.

         NOW, THEREFORE, THIS INDENTURE WITNESSETH:

         For and in consideration of the premises and the purchase of the
Securities by the Holders (as defined herein) thereof, it is mutually agreed,
for the equal and proportionate benefit of all Holders of the Securities, as
follows:

                                   ARTICLE I

                   DEFINITIONS AND OTHER PROVISIONS OF GENERAL
                                   APPLICATION

SECTION 1.01 Definitions.

         For all purposes of this Indenture, except as otherwise expressly
provided or unless the context otherwise requires:

          (1) the terms defined in this Article have the meanings assigned to
     them in this Article and include the plural as well as the singular;

          (2) all other terms used herein which are defined in the Trust
     Indenture Act, either directly or by reference therein, have the meanings
     assigned to them therein;

          (3) all accounting terms not otherwise defined herein have the
     meanings assigned to them in accordance with generally accepted accounting
     principles; and

          (4) the words "herein", "hereof" and "hereunder" and other words of
     similar import refer to this Indenture as a whole and not to any particular
     Article, Section or other subdivision.

         "Act", when used with respect to any Holder, has the meaning specified
in Section 1.04.

         "Additional Payments" means Compounded Interest and Additional Sums, if
any.

         "Additional Sums" has the meaning specified in Section 3.01.

         "Adjusted Reference Market Price" has the meaning specified in Section
13.07(a)(i).

         "Adjusted Relevant Price" has the meaning specified in Section
13.07(a)(i).

         "Administrative Action" has the meaning specified in the definition of
Tax Event in this Section 1.01.

         "Affiliate" of any specified Person means any other Person directly or
indirectly controlling or controlled by or under direct or indirect common
control with such specified Person. For the purposes of this definition,
"control" when used with respect to any specified Person means the power to
direct the management and policies of such Person, directly or indirectly,
whether through the ownership of voting securities, by contract or otherwise;
the terms "controlling" and "controlled" have meanings correlative to the
foregoing.

         "Agent" means any Registrar, Paying Agent, Conversion Agent or
co-registrar.

         "Agent Member" means any member of, or participant in, the Depositary.

         "Applicable Conversion Price" has the meaning specified in Section
13.01.

         "Applicable Rate" means the rate at which the Securities accrue
interest and the corresponding Trust Securities accrue distributions, which in
the absence of a Registration Default shall mean 6%. In the event of a
Registration Default, the Applicable Rate shall be increased in accordance with
the provisions of Section 10.07 hereof.

         "Board of Directors" means either the board of directors of the Company
or any duly authorized committee of that board.

         "Board Resolution" means a copy of a resolution certified by the
Secretary or an Assistant Secretary of the Company to have been duly adopted by
the Board of Directors and to be in full force and effect on the date of such
certification, and delivered to the Trustee.

         "Business Day" means any day other than a Saturday or a Sunday, or a
day on which banking institutions in New York, New York or Wilmington, Delaware
are authorized or required by law or executive order to remain closed, or a day
on which the corporate trust office of the Property Trustee or the Trustee is
closed for business.

         "Class B Common Stock" means Class B common stock, par value $.01 per
share, of the Company (or shares of any class or classes resulting from any
reclassification or reclassifications thereof).

         "Closing Price" has the meaning specified in Section 13.07(b).

         "Commission" means the Securities and Exchange Commission, as from time
to time constituted, created, 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 Trust Indenture Act, then the body performing such
duties at such time.

         "Common Securities" has the meaning specified in the Second Recital to
this instrument.

         "Common Stock Fundamental Change" has the meaning specified in Section
13.07(b).

         "Company" means the Person named as the "Company" in the first
paragraph of this instrument until a successor Person shall have become such
pursuant to the applicable provisions of this Indenture, and thereafter
"Company" shall mean such successor Person.

         "Company Request" or "Company Order" means a written request or order
signed in the name of the Company by its Chairman of the Board, its Vice
Chairman of the Board, its President or a Vice President, and by its Treasurer,
an Assistant Treasurer, its Secretary or an Assistant Secretary, and delivered
to the Trustee.

         "Company Transaction" has the meaning specified in Section 13.04.

         "Compounded Interest" has the meaning specified in Section 3.13.

         "Conversion Agent" means the Person appointed to act on behalf of the
holders of Preferred Securities in effecting the conversion of Preferred
Securities as and in the manner set forth in the Declaration and Section 13.02
hereof.

         "Conversion Date" has the meaning specified in Section 13.02.

         "Corporate Trust Office" means the principal office of the Trustee in
Wilmington, Delaware, at which at any particular time its corporate trust
business shall be administered and which at the date of this Indenture is Rodney
Square North, 1100 North Market Street, Wilmington, Delaware, 19890-0001.

         "Declaration" means the Amended and Restated Declaration of Trust among
the Company, as Sponsor, Wilmington Trust Company, as Property Trustee and as
Delaware Trustee, and Lawrence W. Kellner and Gerald Laderman, as Administrative
Trustees, dated as of November 10, 2000, as amended from time to time.

         "Debt" means (i) the principal of and premium and interest, if any, on
indebtedness for money borrowed, together with all fees, indemnities and
expenses payable under such obligations, (ii) purchase money and similar
obligations, (iii) obligations under capital leases, (iv) guarantees,
assumptions or purchase commitments relating to, or other transactions as a
result of which the Company is responsible for the payment of, such indebtedness
of others, (v) renewals, extensions and refunding of any such indebtedness, (vi)
interest or obligations in respect of any such indebtedness accruing after the
commencement of any insolvency or bankruptcy proceedings and (vii) obligations
associated with derivative products such as (a) securities contracts and foreign
currency exchange contracts, (b) derivative instruments, such as swap agreements
(including interest rate and foreign exchange rate swap agreements), cap
agreements, floor agreements, collar agreements, interest rate agreements,
foreign exchange agreements, options, commodity futures contracts and commodity
options contracts, and (c) similar financial instruments.

         "Defaulted Interest" has the meaning specified in Section 3.08.

         "Deferral Period" has the meaning specified in Section 3.13.

         "Deferral Notice" has the meaning specified in Section 3.13.

         "Delaware Trustee" has the meaning given it in the First Recital of
this instrument.

         "Depositary" means The Depository Trust Company, or any successor
thereto.

         "Dissolution Tax Opinion" has the meaning specified in the definition
of Tax Event in this Section 1.01.

         "Entitlement Date" has the meaning specified in Section 13.07(b).

         "Event of Default" has the meaning specified in Section 5.01.

         "Exchange Act" means the Securities Exchange Act of 1934, as amended
from time to time, or any successor legislation.

         "Expiration Date" has the meaning specified in Section 1.04(d).
         "Expiration Time" has the meaning specified in Section 13.03(vi).

         "Fundamental Change" has the meaning specified in Section 13.07(b).

         "Global Security" means a Security issued in the form prescribed in
Section 2.03, issued to the Depositary or its nominee, and registered in the
name of the Depositary or its nominee.

         "Guarantee" means, collectively, the Common Securities Guarantee
Agreement, dated as of November 10, 2000, between the Company and the Trust, as
amended from time to time, and the Preferred Securities Guarantee Agreement,
dated as of November 10, 2000, between the Company and Wilmington Trust Company,
as Guarantee Trustee, as amended from time to time.

         "Holder" means a Person in whose name a Security is registered in the
Security Register.

         "Indenture" means this instrument as originally executed or as it may
from time to time be supplemented or amended by one or more indentures
supplemental hereto entered into pursuant to the applicable provisions hereof,
including, for all purposes of this instrument and any such supplemental
indenture, the provisions of the Trust Indenture Act that are deemed to be a
part of and govern this instrument and any such supplemental indenture,
respectively.

         "Initial Conversion Price" has the meaning specified in Section 13.01.

         "Initial Purchasers", with respect to the Preferred Securities, means
Credit Suisse First Boston Corporation and UBS Warburg LLC.

         "Interest Payment Date" has the meaning specified in Section 3.01.

         "Issuer Trustees" has the meaning specified in the First Recital of
this Indenture.

         "Maturity", when used with respect to any Security, means the date on
which the principal of such Security becomes due and payable as therein or
herein provided, whether at the Stated Maturity or by declaration of
acceleration, call for redemption or otherwise.

         "90 Day Period" has the meaning specified in Section 11.02.

         "NNM" means the National Market System of the National Association of
Securities Dealers, Inc., or any successor national automated interdealer
quotation system.

         "Non-Stock Fundamental Change" has the meaning specified in Section
13.07(b).

         "No Recognition Opinion" means an opinion of a nationally recognized
independent tax counsel (reasonably acceptable to the Issuer Trustees)
experienced in such matters, which opinion may rely on published revenue rulings
of the Internal Revenue Service, to the effect that the Holders of the
Securities will not recognize any income, gain or loss for United States Federal
income tax purposes as a result of the liquidation of the Trust and the
distribution of the Securities to the holders of the Preferred Securities.

         "Notice of Conversion" means the notice to be given by a Holder of
Preferred Securities to the Conversion Agent directing the Conversion Agent to
exchange such Preferred Securities for Securities and to convert such Securities
into Class B Common Stock on behalf of such holder.

         "Officers' Certificate" means a certificate signed by the Chairman of
the Board, the Vice Chairman of the Board, the President or a Vice President,
and by the Treasurer, an Assistant Treasurer, the Secretary or an Assistant
Secretary, of the Company, and delivered to the Trustee. One of the officers
signing an Officers' Certificate given pursuant to Section 10.04 shall be the
principal executive, financial or accounting officer of the Company.

         "Opinion of Counsel" means a written opinion of counsel, who may be
counsel for the Company, and who shall be reasonably acceptable to the Trustee.

         "Optional Redemption" has the meaning specified in Section 11.01.

         "Optional Redemption Price" has the meaning specified in Section 11.01.

         "Optional Redemption Ratio" has the meaning specified in Section
13.07(b).

         "Outstanding", when used with respect to Securities, means, as of the
date of determination, all Securities theretofore authenticated and delivered
under this Indenture, except: (i) Securities theretofore canceled by the Trustee
or delivered to the Trustee for cancellation; (ii) Securities for whose payment
or redemption money in the necessary amount has been theretofore deposited with
the Trustee or any Paying Agent (other than the Company) in trust or set aside
and segregated in trust by the Company (if the Company shall act as its own
Paying Agent) for the Holders of such Securities; provided, that if such
Securities are to be redeemed, notice of such redemption has been duly given
pursuant to this Indenture or provision therefor satisfactory to the Trustee has
been made; and (iii) Securities which have been paid pursuant to Section 3.08,
converted into Class B Common Stock pursuant to Section 13.01, or in exchange
for or in lieu of which other Securities have been authenticated and delivered
pursuant to this Indenture, other than any such Securities in respect of which
there shall have been presented to the Trustee proof satisfactory to it that
such Securities are held by a bona fide purchaser in whose hands such Securities
are valid obligations of the Company; provided, however, that in determining
whether the Holders of the requisite principal amount of Outstanding Securities
have given any request, demand, authorization, direction, notice, consent or
waiver hereunder, Securities owned by the Company or any other obligor upon the
Securities or any Affiliate of the Company or such other obligor shall be
disregarded and deemed not to be outstanding, except that, in determining
whether the Trustee shall be fully protected in conclusively relying upon any
such request, demand, authorization, direction, notice consent or waiver, only
Securities which a Responsible Officer of the Trustee actually knows to be so
owned shall be so disregarded. Securities so owned which have been pledged in
good faith may be regarded as Outstanding if the pledgee establishes to the
satisfaction of the Trustee the pledgee's right so to act with respect to such
Securities and that the pledgee is not the Company or any other obligor upon the
Securities or any affiliate of the Company or such other obligor.

         "Paying Agent" means any Person authorized by the Company to pay the
principal of or interest on any Securities on behalf of the Company.

         "Payment Resumption Date" has the meaning set forth in Section 3.13.

         "Person" means a legal person, including any individual, corporation,
estate, company, partnership, joint venture, association, joint-stock company,
limited liability company, trust, unincorporated organization or government or
any agency or political subdivision thereof or any other entity of whatever
nature.

         "Predecessor Security" of any particular Security means every previous
Security evidencing all or a portion of the same debt as that evidenced by such
particular Security; and, for the purposes of this definition, any Security
authenticated and delivered under Section 3.07 in exchange for or in lieu of a
mutilated, destroyed, lost or stolen Security shall be deemed to evidence the
same debt as the mutilated, destroyed, lost or stolen Security.

         "Preferred Securities" has the meaning specified in the First Recital
to this instrument.

         "Property Trustee" has the meaning specified in the First Recital to
this instrument.

         "Purchase Agreement" has the meaning specified in the First Recital to
this instrument.

         "Purchased Shares" has the meaning specified in Section 13.03(vi).

         "Purchaser Stock Price" has the meaning specified in Section 13.07(b).

         "Redemption Date", when used with respect to any Security to be
redeemed, means the date fixed for such redemption by or pursuant to this
Indenture.

         "Redemption Price", when used with respect to any Security to be
redeemed, means the price at which it is to be redeemed pursuant to this
Indenture.

         "Redemption Tax Opinion" means an opinion of a nationally recognized
independent tax counsel (reasonably acceptable to the Issuer Trustees)
experienced in such matters that, as a result of a Tax Event, there is more than
an insubstantial risk that the Company would be precluded from deducting the
interest on the Securities for United States Federal income tax purposes, even
after the Trust was liquidated and the Securities were distributed to the
holders of the Preferred Securities.

         "Reference Date" has the meaning specified in Section 13.03(iv).

         "Reference Market Price" has the meaning specified in Section 13.07(b).

         "Registration Default" has the meaning specified in Section 10.07.

         "Registration Rights Agreement" has the meaning specified in Section
10.07.

         "Regular Record Date" has the meaning specified in Section 3.01.

         "Relevant Price" has the meaning specified in Section 13.07(b).

         "Responsible Officer", when used with respect to the Trustee, means the
chairman or any vice-chairman of the board of directors, the chairman or any
vice-chairman of the executive committee of the board of directors, the chairman
of the trust committee, the president, any vice president, any assistant vice
president, the treasurer, any assistant treasurer, any trust officer or
assistant trust officer, the controller or any assistant controller or any other
officer of the Trustee customarily performing functions similar to those
performed by any of the above designated officers and also means, with respect
to a particular corporate trust matter, any other officer to whom such matter is
referred because of his knowledge of and familiarity with the particular
subject.

         "Restricted Preferred Securities" means each Preferred Security
required to bear the restricted securities legend required by Section 9.02(j) of
the Declaration.

         "Restricted Securities" means each Security required to bear a
Restricted Securities Legend pursuant to Section 2.02 hereof.

         "Restricted Securities Legend" has the meaning specified in Section
2.02.

         "Securities" has the meaning specified in the Third Recital to this
instrument.

         "Securities Act" means the Securities Act of 1933, as amended from time
to time, or any successor legislation.

         "Security Register" and "Security Registrar" have the respective
meanings specified in Section 3.06.

         "Senior Obligations" means (i) all Debt of the Company and (ii) any
amount payable in respect of a long-term operating lease of aircraft or aircraft
engines, in each case, whether outstanding on the date of execution of the
Indenture or thereafter created, assumed or incurred, except such Debt or lease
obligations that are expressly stated to rank junior in right of payment to, or
pari passu in right of payment with, the Securities; provided, however, that
Senior Obligations shall not be deemed to include (a) any Debt of the Company
which, when incurred and without respect to any election under Section 1111(b)
of the United States Bankruptcy Code of 1978, was without recourse to the
Company, (b) trade accounts payable and accrued liabilities arising in the
ordinary course of business, (c) any Debt of the Company to any of its
Subsidiaries, (d) Debt to any employee of the Company and (e) Debt which by its
terms is subordinated to trade accounts payable or accrued liabilities arising
in the ordinary course of business to the extent that payments made to the
holders of such Debt by the Holders of the Securities as a result of the
subordination provisions of the Indenture would be greater than such payments
otherwise would have been as a result of any obligation of such holders of such
Debt to pay amounts over to the obligees on such trade accounts payable or
accrued liabilities arising in the ordinary course of business as a result of
subordination provisions to which such Debt is subject.

         "Shelf Registration Statement" has the meaning specified in Section
10.07.

         "Special Record Date" for the payment of any Defaulted Interest means a
date fixed by the Trustee pursuant to Section 3.08.

         "Stated Maturity", when used with respect to any Security or any
installment of principal thereof or interest thereon, means the date specified
in such Security as the fixed date on which the principal, together with any
accrued and unpaid interest (including Compounded Interest), of such Security or
such installment of interest is due and payable.

         "Subsidiary" of any Person means (i) a corporation more than 50% of the
outstanding Voting Stock of which is owned, directly or indirectly, by such
Person or by one or more other Subsidiaries of such Person or by such Person and
one or more Subsidiaries thereof or (ii) any other Person (other than a
corporation) in which such Person, or one or more other Subsidiaries of such
Person or such Person and one or more other Subsidiaries thereof, directly or
indirectly, has at least a majority ownership and power to direct the policies,
management and affairs thereof.

         "Tax Event" means the receipt by the Property Trustee of an opinion of
a nationally recognized independent tax counsel to the Company experienced in
such matters (a "Dissolution Tax Opinion") to the effect that, as a result of
(a) any amendment to or change (including any announced prospective change
(which shall not include a proposed change), provided that a Tax Event shall not
occur more than 90 days before the effective date of any such prospective
change) in the laws (or any regulations thereunder) of the United States or any
political subdivision or taxing authority thereof or therein, (b) any judicial
decision or official administrative pronouncement, ruling, regulatory procedure,
notice or announcement, including any notice or announcement of intent to adopt
such procedures or regulations (an "Administrative Action") or (c) any amendment
to or change in the administrative position or interpretation of any
Administrative Action or judicial decision that differs from the theretofore
generally accepted position, in each case, by any legislative body, court,
governmental agency or regulatory body, irrespective of the manner in which such
amendment or change is made known, which amendment or change is effective or
such Administrative Action or decision is announced, in each case, on or after
the date of original issuance of the Securities or the issue date of the
Preferred Securities issued by the Trust, there is more than an insubstantial
risk that (x) if the Securities are held by the Property Trustee, (i) the Trust
is, or will be within 90 days of the date of such opinion, subject to United
States Federal income tax with respect to interest accrued or received on the
Securities or subject to more than a de minimis amount of other taxes, duties or
other governmental charges as determined by such counsel, or (ii) any portion of
interest payable by the Company to the Trust on the Securities is not, or within
90 days of the date of such opinion will not be, deductible by the Company in
whole or in part for United States Federal income tax purposes or (y) with
respect to Securities which are no longer held by the Property Trustee, any
portion of interest payable by the Company on the Securities is not, or within
90 days of the date of such opinion will not be, deductible by the Company in
whole or in part for United States Federal income tax purposes.

         "Trading Day" has the meaning specified in Section 13.07(b).

         "Trust" has the meaning specified in the First Recital to this
instrument.

         "Trustee" means the Person named as the "Trustee" in the first
paragraph of this instrument until a successor Trustee shall have become such
pursuant to the applicable provisions of this Indenture, and thereafter
"Trustee" shall mean such successor Trustee.

         "Trust Indenture Act" means the Trust Indenture Act of 1939 as in force
at the date as of which this instrument was executed; provided, however, that in
the event the Trust Indenture Act of 1939 is amended after such date, "Trust
Indenture Act" means, to the extent required by any such amendment, the Trust
Indenture Act of 1939 as so amended.

         "Trust Securities" has the meaning specified in the Second Recital to
this instrument.

         "Vice President", when used with respect to the Company or the Trustee,
means any vice president, whether or not designated by a number or a word or
words added before or after the title "vice president".

         "Voting Stock" of any Person means capital stock of such Person which
ordinarily has voting power for the election of directors (or Persons performing
similar functions) of such Person, whether at all times or only so long as no
senior class of securities has such voting power by reason of any contingency.

SECTION 1.02  Compliance Certificates and Opinions.

         Upon any application or request by the Company to the Trustee to take
any action under any provision of this Indenture, the Company shall furnish to
the Trustee such certificates and opinions as may be required under the Trust
Indenture Act or reasonably requested by the Trustee in connection with such
application or request. Each such certificate or opinion shall be given in the
form of an Officers' Certificate, if to be given by an officer of the Company,
or an Opinion of Counsel, if to be given by counsel, and shall comply with the
applicable requirements of the Trust Indenture Act and any other applicable
requirement set forth in this Indenture. Every certificate or opinion with
respect to compliance with a condition or covenant provided for in this
Indenture shall include:

         (1) a statement that each individual signing such certificate or
opinion has read such covenant or condition and the definitions herein relating
thereto;

         (2) a brief statement as to the nature and scope of the examination or
investigation upon which the statements or opinions contained in such
certificate or opinion are based;

         (3) a statement that, in the opinion of each such individual, he has
made or caused to be made such examination or investigation as is necessary to
enable him to express an informed opinion as to whether or not such covenant or
condition has been complied with; and

         (4) a statement as to whether, in the opinion of each such individual,
such condition or covenant has been complied with.

SECTION 1.03  Form of Documents Delivered to Trustee.

         In any case where several matters are required to be certified by, or
covered by an opinion of, any specified Person, it is not necessary that all
such matters be certified by, or covered by the opinion of, only one such
Person, or that they be so certified or covered by only one document, but one
such Person may certify or give an opinion with respect to some matters and one
or more other such Persons as to other matters, and any such Person may certify
or give an opinion as to such matters in one or several documents.

         Any certificate or opinion of an officer of the Company may be based,
insofar as it relates to legal matters, upon a certificate or opinion of, or
representations by, counsel, unless such officer knows, or in the exercise of
reasonable care should know, that the certificate or opinion or representations
with respect to the matters upon which his certificate or opinion is based are
erroneous. Any such certificate or Opinion of Counsel may be based, insofar as
it relates to factual matters, upon a certificate or opinion of, or
representations by, an officer or officers of the Company stating that the
information with respect to such factual matters is in the possession of the
Company, unless such counsel knows, or in the exercise of reasonable care should
know, that the certificate or opinion or representations with respect to such
matters are erroneous.

         Where any Person is required to make, give or execute two or more
applications, requests, consents, certificates, statements, opinions or other
instruments under this Indenture, they may, but need not, be consolidated and
form one instrument.

SECTION 1.04  Acts of Holders; Record Dates.

         (a) Any request, demand, authorization, direction, notice, consent,
waiver or other action provided by this Indenture to be given to or taken by
Holders may be embodied in and evidenced by one or more instruments of
substantially similar tenor signed by such Holders in person or by an agent duly
appointed in writing; and, except as herein otherwise expressly provided, such
action shall become effective when such instrument or instruments is or are
delivered to the Trustee and, where it is hereby expressly required, to the
Company. Such instrument or instruments (and the action embodied therein and
evidenced thereby) are herein sometimes referred to as the "Act" of the Holders
signing such instrument or instruments. Proof of execution of any such
instrument or of a writing appointing any such agent shall be sufficient for any
purpose of this Indenture and (subject to Section 6.01) conclusive in favor of
the Trustee and the Company, if made in the manner provided in this Section.

         (b) The fact and date of the execution by any Person of any such
instrument or writing may be proved by the affidavit of a witness of such
execution or by a certificate of a notary public or other officer authorized by
law to take acknowledgments of deeds, certifying that the individual signing
such instrument or writing acknowledged to him the execution thereof. Where such
execution is by a signer acting in a capacity other than his individual
capacity, such certificate or affidavit shall also constitute sufficient proof
of his authority. The fact and date of the execution of any such instrument or
writing, or the authority of the Person executing the same, may also be proved
in any other manner which the Trustee or the Company, as the case may be, deems
sufficient.

         (c) The Company may, in the circumstances permitted by the Trust
Indenture Act, fix any day as the record date for the purpose of determining the
Holders of Outstanding Securities entitled to give, make or take any request,
demand, authorization, direction, notice, consent, waiver or other action, or to
vote on any action, authorized or permitted to be given or taken by Holders. If
not set by the Company prior to the first solicitation of a Holder made by any
Person in respect of any such action, or, in the case of any such vote, prior to
such vote, the record date for any such action or vote shall be the 30th day
(or, if later, the date of the most recent list of Holders required to be
provided pursuant to Section 7.01) prior to such first solicitation or vote, as
the case may be. With regard to any record date, only the Holders on such date
(or their duly designated proxies) shall be entitled to give or take, or vote
on, the relevant action.

         (d) The Trustee may set any day as a record date for the purpose of
determining the Holders of Outstanding Securities entitled to join in the giving
or making of (i) any notice of default, (ii) any declaration of acceleration
referred to in Section 5.02, (iii) any request to institute proceedings referred
to in Section 5.07(2) or (iv) any direction referred to in Section 5.12. If any
record date is set pursuant to this paragraph, the Holders of Outstanding
Securities on such record date, and no other Holders, shall be entitled to join
in such notice, declaration, request or direction, whether or not such Holders
remain Holders after such record date; provided that no such action shall be
effective hereunder unless taken on or prior to the date set by the Trustee by
which any such determination shall be made (the "Expiration Date") by Holders of
the requisite principal amount of Outstanding Securities on such record date.
Nothing in this paragraph shall be construed to prevent the Trustee from setting
a new record date for any action for which a record date has previously been set
pursuant to this paragraph (whereupon the record date previously set shall
automatically and with no action by any Person be canceled and of no effect),
and nothing in this paragraph shall be construed to render ineffective any
action taken by Holders of the requisite principal amount of Outstanding
Securities on the date such action is taken. Promptly after any record date is
set pursuant to this paragraph, the Trustee, at the Company's expense, shall
cause notice of such record date, the proposed action by Holders and the
applicable Expiration Date to be given to the Company in writing and to each
Holder of Securities in the manner set forth in Section 1.06.

         (e) The ownership of Securities shall be proved by the Security
Register.

         (f) Any request, demand, authorization, direction, notice, consent,
waiver or other Act of the Holder of any Security shall bind every future Holder
of the same Security and the Holder of every Security issued upon the
registration of transfer thereof or in exchange therefor or in lieu thereof in
respect of anything done, omitted or suffered to be done by the Trustee or the
Company in reliance thereon, whether or not notation of such action is made upon
such Security.

         (g) Without limiting the foregoing, a Holder entitled hereunder to give
or take any such action with regard to any particular Security may do so with
regard to all or any part of the principal amount of such Security or by one or
more duly appointed agents each of which who may do so pursuant to such
appointment with regard to all or any different part of such principal amount.

SECTION 1.05  Notices, Etc., to Trustee and the Company.

         Any request, demand, authorization, direction, notice, consent, waiver
or Act of Holders or other document provided or permitted by this Indenture to
be made upon, given or furnished to, or filed with,

          (1) The Trustee by any Holder or by the Company shall be sufficient
     for every purpose hereunder if made, given, furnished or filed in writing
     to:

           Wilmington Trust Company
           Rodney Square North
           1100 North Market Street
           Wilmington, Delaware 19890
           Attention:  Corporate Trust Administration

          (2) the Company by the Trustee or by any Holder shall be sufficient
     for every purpose hereunder (unless otherwise herein expressly provided) if
     in writing and mailed, first-class postage prepaid, to the Company
     addressed to:

          Continental Airlines, Inc.
          1600 Smith Street, HQSEO
          Houston, Texas 77002
          Attention:  General Counsel and Chief Financial Officer

SECTION 1.06  Notice to Holders; Waiver.

         Where this Indenture provides for notice to Holders of any event, such
notice shall be sufficiently given (unless otherwise herein expressly provided)
if in writing and mailed, first-class postage prepaid, to each Holder affected
by such event, at such Holder's address as it appears in the Security Register,
not later than the latest date (if any), and not earlier than the earliest date
(if any), prescribed for the giving of such notice. In any case where notice to
Holders is given by mail, neither the failure to mail such notice, nor any
defect in any notice so mailed, to any particular Holder shall affect the
sufficiency of such notice with respect to other Holders. Any notice when mailed
to a Holder in the aforesaid manner shall be conclusively deemed to have been
received by such Holder whether or not actually received by such Holder. Where
this Indenture provides for notice in any manner, such notice may be waived in
writing by the Person entitled to receive such notice, either before or after
the event, and such waiver shall be the equivalent of such notice. Waivers of
notice by Holders shall be filed with the Trustee, but such filing shall not be
a condition precedent to the validity of any action taken in reliance upon such
waiver.

         In case, by reason of the suspension of regular mail service or by
reason of any other cause, it shall be impracticable to give such notice by
mail, then such notification as shall be made with the approval of the Trustee
shall constitute a sufficient notification for every purpose hereunder.

SECTION 1.07  Conflict with Trust Indenture Act.

         If any provision hereof limits, qualifies or conflicts with a provision
of the Trust Indenture Act that is required under such Act to be a part of and
govern this Indenture, the latter provision shall control. If any provision of
this Indenture modifies or excludes any provision of the Trust Indenture Act
that may be so modified or excluded, the latter provision shall be deemed to
apply to this Indenture as so modified or to be excluded, as the case may be.

SECTION 1.08  Effect of Headings and Table of Contents.

         The Article and Section headings herein and the Table of Contents are
for convenience only and shall not affect the construction hereof.

SECTION 1.09  Successors and Assigns.

         All covenants and agreements in this Indenture by the Company shall
bind its successors and assigns, whether so expressed or not.

SECTION 1.10  Separability Clause.

         In case any provision in this Indenture or in the Securities shall be
invalid, illegal or unenforceable, the validity, legality and enforceability of
the remaining provisions shall not in any way be affected or impaired thereby.

SECTION 1.11  Benefits of Indenture.

         Nothing in this Indenture or in the Securities, express or implied,
shall give to any Person, other than the parties hereto and their successors
hereunder, the holders of Senior Obligations, the holders of Preferred
Securities (to the extent provided herein) and the Holders of Securities, any
benefit or any legal or equitable right, remedy or claim under this Indenture.

SECTION 1.12          Governing Law.

THIS INDENTURE AND THE SECURITIES SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

SECTION 1.13  Legal Holidays.

         In any case where any Interest Payment Date, Redemption Date or Stated
Maturity of any Security or the last date on which a Holder has the right to
convert his Securities shall not be a Business Day, then (notwithstanding any
other provision of this Indenture or of the Securities) payment of interest or
principal or conversion of the Securities need not be made on such date, but may
be made on the next succeeding Business Day (except that, with respect to any
Redemption Date, if such Business Day is in the next succeeding calendar year,
such Redemption Date shall be the immediately preceding Business Day) with the
same force and effect as if made on the Interest Payment Date or Redemption
Date, or at the Stated Maturity or on such last day for conversion, provided
that no interest shall accrue for the period from and after such Interest
Payment Date, Redemption Date or Stated Maturity, as the case may be.

                                   ARTICLE II

                                 SECURITY FORMS

SECTION 2.01  Forms Generally.

         The Securities and the Trustee's certificates of authentication shall
be substantially in the form of Exhibit A which is hereby incorporated in and
expressly made a part of this Indenture. The Securities may have notations,
legends or endorsements required by law, stock exchange rule, agreements to
which the Company is subject, if any, or usage (provided that any such notation,
legend or endorsement is in a form acceptable to the Company). The Company shall
furnish any such legend not contained in Exhibit A to the Trustee in writing.
Each Security shall be dated the date of its authentication. The terms and
provisions of the Securities set forth in Exhibit A are part of the terms of
this Indenture and to the extent applicable, the Company and the Trustee, by
their execution and delivery of this Indenture, expressly agree to such terms
and provisions and to be bound thereby.

         The definitive Securities shall be typewritten or printed, lithographed
or engraved or produced by any combination of these methods on steel engraved
borders or may be produced in any other manner permitted by the rules of any
securities exchange on which the Securities may be listed, all as determined by
the officers executing such Securities, as evidenced by their execution of such
Securities.

SECTION 2.02  Initial Issuance to Property Trustee.

         The Securities initially issued to the Property Trustee of the Trust
shall be in the form of one or more individual certificates in definitive, fully
registered form without distribution coupons and shall bear the following legend
(the "Restricted Securities Legend") unless the Company determines otherwise in
accordance with applicable law:

                  "THIS SECURITY (OR ITS PREDECESSOR) WAS ORIGINALLY ISSUED IN A
                  TRANSACTION EXEMPT FROM REGISTRATION UNDER THE UNITED STATES
                  SECURITIES ACT OF 1933 (THE "SECURITIES ACT"), AND THIS
                  SECURITY AND ANY CLASS B COMMON STOCK ISSUABLE UPON CONVERSION
                  HEREOF MAY NOT BE OFFERED, SOLD, PLEDGED, ENCUMBERED OR
                  OTHERWISE TRANSFERRED OR DISPOSED OF IN THE ABSENCE OF SUCH
                  REGISTRATION OR AN APPLICABLE EXEMPTION THEREFROM. EACH
                  PURCHASER OF THIS SECURITY IS HEREBY NOTIFIED THAT THE SELLER
                  OF THIS SECURITY MAY BE RELYING ON THE EXEMPTION FROM THE
                  PROVISIONS OF SECTION 5 OF THE SECURITIES ACT PROVIDED BY RULE
                  144A THEREUNDER.

                  THE HOLDER OF THIS SECURITY BY ITS ACCEPTANCE HEREOF AGREES
                  FOR THE BENEFIT OF THE COMPANY THAT (A) THIS SECURITY AND ANY
                  CLASS B COMMON STOCK ISSUABLE UPON CONVERSION HEREOF MAY BE
                  OFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED, ONLY (i) TO
                  THE COMPANY, (ii) INSIDE THE UNITED STATES TO A PERSON WHOM
                  THE SELLER REASONABLY BELIEVES IS A "QUALIFIED INSTITUTIONAL
                  BUYER" (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) IN A
                  TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (iii)
                  PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE
                  SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER (IF AVAILABLE),
                  (iv) PURSUANT TO ANY OTHER AVAILABLE EXEMPTION FROM THE
                  REGISTRATION REQUIREMENTS OF THE SECURITIES ACT OR (v)
                  PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE
                  SECURITIES ACT, IN EACH OF CASES (i) THROUGH (v) IN ACCORDANCE
                  WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED
                  STATES OR ANY OTHER APPLICABLE JURISDICTION, AND (B) THE
                  HOLDER WILL, AND EACH SUBSEQUENT HOLDER IS REQUIRED TO, NOTIFY
                  ANY PURCHASER OF THIS SECURITY FROM IT OF THE RESALE
                  RESTRICTIONS REFERRED TO IN (A) ABOVE.

                  BY ITS ACQUISITION HEREOF OR OF A BENEFICIAL INTEREST HEREIN,
                  THE HOLDER REPRESENTS THAT IT (1) IS A QUALIFIED INSTITUTIONAL
                  BUYER WITHIN THE MEANING OF RULE 144A UNDER THE SECURITIES
                  ACT, IS AWARE THAT THE SALE TO IT IS BEING MADE IN RELIANCE ON
                  RULE 144A AND IS ACQUIRING THE SECURITIES FOR ITS OWN ACCOUNT
                  OR FOR THE ACCOUNT OF ONE OR MORE QUALIFIED INSTITUTIONAL
                  BUYERS AND THAT IT EXERCISES SOLE INVESTMENT DISCRETION WITH
                  RESPECT TO EACH SUCH ACCOUNT OR (2) ACQUIRED SUCH SECURITY IN
                  A TRANSACTION THAT DID NOT REQUIRE REGISTRATION UNDER THE
                  SECURITIES ACT."

         In addition, any Security issued hereunder shall, in addition to the
Restricted Securities Legend, bear a legend in substantially the following form:

                  "BY ITS PURCHASE OF ANY SECURITIES (OR ANY INTEREST HEREIN),
                  THE PURCHASER HEREOF WILL BE DEEMED TO HAVE REPRESENTED EITHER
                  THAT (A) IT IS NOT A PLAN OR OTHER ENTITY WHOSE UNDERLYING
                  ASSETS ARE SUBJECT TO ERISA AND/OR SECTION 4975 OF THE CODE,
                  OR A GOVERNMENTAL OR CHURCH PLAN WHICH IS SUBJECT TO ANY
                  FEDERAL, STATE OR LOCAL LAW THAT IS SUBSTANTIALLY SIMILAR TO
                  THE PROVISIONS OF SECTION 406 OF ERISA OR SECTION 4975 OF THE
                  CODE OR (B) ITS PURCHASE AND HOLDING OF THE SECURITIES (AND
                  ANY CLASS B COMMON STOCK ISSUABLE UPON CONVERSION HEREOF) WILL
                  NOT RESULT IN A NON-EXEMPT PROHIBITED TRANSACTION UNDER
                  SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE (OR, IN THE
                  CASE OF A GOVERNMENTAL OR CHURCH PLAN, A VIOLATION OF ANY
                  SUBSTANTIALLY SIMILAR FEDERAL, STATE OR LOCAL LAW)."

SECTION 2.03  Additional Provisions Required in Global Security.

         Any Global Security issued hereunder shall, in addition to the
provisions contained in Section 2.02, bear a legend in substantially the
following form:

                  "THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE
                  INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE
                  NAME OF THE DEPOSITORY TRUST COMPANY (THE "DEPOSITARY" OR
                  "DTC") OR A NOMINEE OF THE DEPOSITARY. THIS SECURITY IS
                  EXCHANGEABLE FOR SECURITIES REGISTERED IN THE NAME OF A PERSON
                  OTHER THAN THE DEPOSITARY OR ITS NOMINEE ONLY IN THE LIMITED
                  CIRCUMSTANCES DESCRIBED IN THE INDENTURE AND NO TRANSFER OF
                  THIS SECURITY (OTHER THAN A TRANSFER OF THIS SECURITY AS A
                  WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A
                  NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE
                  OF THE DEPOSITARY) MAY BE REGISTERED EXCEPT IN LIMITED
                  CIRCUMSTANCES.

                  UNLESS THIS SECURITY IS PRESENTED BY AN AUTHORIZED
                  REPRESENTATIVE OF DTC (55 WATER STREET, NEW YORK, NEW YORK) TO
                  CONTINENTAL AIRLINES, INC. OR ITS AGENT FOR REGISTRATION OF
                  TRANSFER, EXCHANGE OR PAYMENT, AND ANY SECURITY ISSUED IS
                  REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS
                  REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY
                  PAYMENT HEREON IS MADE TO CEDE & CO., OR TO SUCH OTHER ENTITY
                  AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC) ANY
                  TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY
                  OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
                  HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

                  TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO
                  TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR TO
                  A SUCCESSOR THEREOF OR SUCH SUCCESSOR'S NOMINEE AND TRANSFERS
                  OF PORTIONS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO
                  TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH
                  IN THE INDENTURE REFERRED TO BELOW."

SECTION 2.04  Issuance of Global Securities to Holders.

         The Securities may be represented by one or more Global Securities
registered in the name of the Depositary or its nominee if, and only if, the
Securities are distributed to the Holders of the Trust Securities. Until such
time, the Securities shall be registered in the name of and held by the Property
Trustee. Securities distributed to Holders of book-entry Trust Securities shall
be distributed in the form of one or more Global Securities registered in the
name of the Depositary or its nominee, and deposited with the Security
Registrar, as custodian for such Depositary, or held by such Depositary for
credit by the Depositary to the respective accounts of the beneficial owners of
the Securities represented thereby (or such other accounts as they may direct).
Securities distributed to Holders of Trust Securities other than book-entry
Trust Securities shall not be issued in the form of a Global Security or any
other form intended to facilitate book-entry trading in beneficial interests in
such Securities.

                                  ARTICLE III

                                 THE SECURITIES

SECTION 3.01  Title and Terms.

         The aggregate principal amount of Securities that may be authenticated
and delivered under this Indenture is limited to the sum of $296,392,000 except
for Securities authenticated and delivered upon registration of transfer of, or
in exchange for, or in lieu of, other Securities pursuant to Section 3.04, 3.05,
3.06, 3.07, 9.06, 11.07 or 13.02.

         The Securities shall be known and designated as the "6% Convertible
Junior Subordinated Debentures Due 2030" of the Company. Their Stated Maturity
shall be November 15, 2030, and they shall bear interest at the Applicable Rate,
from November 10, 2000 or from the most recent Interest Payment Date (as defined
below) to which interest has been paid or duly provided for, as the case may be,
payable quarterly (subject to deferral as set forth herein), in arrears, on
February 15, May 15, August 15 and November 15 (each an "Interest Payment Date")
of each year, commencing February 15, 2001, until the principal thereof is paid
or made available for payment, and they shall be paid to the Persons in whose
name the Securities are registered at the close of business on the regular
record date for such interest installment, which shall be the close of business
on the first day of the month in which the applicable Interest Payment Date (the
"Regular Record Date") falls. Interest will compound quarterly and will accrue
at the Applicable Rate on any interest installment in arrears for more than one
quarter or during an extension of an interest payment period as set forth in
Section 3.13 hereof.

         The amount of interest payable for any period will be computed on the
basis of a 360-day year of twelve 30-day months. Except as provided in the
following sentence, the amount of interest payable for any period shorter than a
full quarterly period for which interest is computed, will be computed on the
basis of the actual number of days elapsed in such a 30-day month. In the event
that any date on which interest is payable on the Securities is not a Business
Day, then payment of interest payable on such date will be made on the next
succeeding day which is a Business Day (and without any interest or other
payment in respect of any such delay), with the same force and effect as if made
on such date.

         If at any time (including upon the occurrence of a Tax Event) while the
Property Trustee is the Holder of all the Securities, the Trust or the Property
Trustee is required to pay any taxes, duties, assessments or governmental
charges of whatever nature (other than withholding taxes) imposed by the United
States, or any other taxing authority, then, in any case, the Company will pay
as additional amounts ("Additional Sums") on the Securities held by the Property
Trustee, such additional amounts as shall be required so that the net amounts
received and retained by the Trust and the Property Trustee after paying such
taxes, duties, assessments or other governmental charges will be equal to the
amounts the Trust and the Property Trustee would have received had no such
taxes, duties, assessments or other governmental charges been imposed.

         The principal of and interest on the Securities shall be payable at the
office or agency of the Company in New York, New York maintained for such
purpose and at any other office or agency maintained by the Company for such
purpose in such coin or currency of the United States of America as at the time
of payment is legal tender for payment of public and private debts; provided,
however, that at any time that the Property Trustee is not the sole holder of
the Securities, payment of interest may, at the option of the Company, be made
by check mailed to the address of the Person entitled thereto as such address
shall appear in the Security Register or by wire transfer.

         The Securities shall be redeemable as provided in Article XI hereof.

         The Securities shall be subordinated in right of payment to Senior
Obligations as provided in Article XII hereof.

         The Securities shall be convertible as provided in Article XIII hereof.

SECTION 3.02  Denominations.

         The Securities shall be issuable only in registered form without
coupons and only in denominations of $1,000 and integral multiples thereof.

SECTION 3.03  Execution, Authentication, Delivery and Dating.

         The Securities shall be executed on behalf of the Company by its
Chairman of the Board, its Vice Chairman of the Board, its President or one of
its Vice Presidents, under its corporate seal reproduced thereon attested by its
Secretary or one of its Assistant Secretaries. The signature of any of these
officers on the Securities may be manual or facsimile.

         Securities bearing the manual or facsimile signatures of individuals
who were at any time the proper officers of the Company shall bind the Company,
notwithstanding that such individuals or any of them have ceased to hold such
offices prior to the authentication and delivery of such Securities or did not
hold such offices at the date of such Securities.

         At any time and from time to time after the execution and delivery of
this Indenture, the Company may deliver Securities executed by the Company to
the Trustee for authentication, together with a Company Order for the
authentication and delivery of such Securities; and the Trustee in accordance
with such Company Order shall manually authenticate and make available for
delivery such Securities as in this Indenture provided and not otherwise.

         No Security shall be entitled to any benefit under this Indenture or be
valid or obligatory for any purpose unless there appears on such Security a
certificate of authentication substantially in the form provided for herein
executed by the Trustee by manual signature, and such certificate upon any
Security shall be conclusive evidence, and the only evidence, that such Security
has been duly authenticated and delivered hereunder.

SECTION 3.04  Temporary Securities.

         Pending the preparation of definitive Securities, the Company may
execute, and upon Company Order the Trustee shall authenticate and make
available for delivery, temporary Securities which are printed, lithographed,
typewritten, mimeographed or otherwise produced, in any authorized denomination,
substantially of the tenor of the definitive Securities in lieu of which they
are issued and with such appropriate insertions, omissions, substitutions and
other variations as the officers executing such Securities may determine, as
evidenced by their execution of such Securities.

         If temporary Securities are issued, the Company will cause definitive
Securities to be prepared without unreasonable delay. After the preparation of
definitive Securities, the temporary Securities shall be exchangeable for
definitive Securities upon surrender of the temporary Securities at any office
or agency of the Company designated pursuant to Section 10.02, without charge to
the Holder. Upon surrender for cancellation of any one or more temporary
Securities, the Company shall execute and the Trustee shall authenticate and
make available for delivery in exchange therefor a like principal amount of
definitive Securities of authorized denominations. Until so exchanged the
temporary Securities shall in all respects be entitled to the same benefits
under this Indenture as definitive Securities.

SECTION 3.05  Global Securities.

         (a) Each Global Security issued under this Indenture shall be
registered in the name of the Depositary designated by the Company for such
Global Security or a nominee thereof and delivered to such Depositary or a
nominee thereof or custodian therefor, and each such Global Security shall
constitute a single Security for all purposes of this Indenture.

         (b) Notwithstanding any other provision in this Indenture, no Global
Security may be exchanged in whole or in part for Securities registered, and no
transfer of a Global Security in whole or in part may be registered, in the name
of any Person other than the Depositary for such Global Security or a nominee
thereof unless (i) such Depositary advises the Trustee in writing that such
Depositary is no longer willing or able to continue as a Depositary with respect
to such Global Security, and no successor depositary shall have been appointed,
or if at any time the Depositary ceases to be a "clearing agency" registered
under the Exchange Act, at a time when the Depositary is required to be so
registered to act as such depositary, (ii) the Company in its sole discretion
determines that such Global Security shall be so exchangeable or (iii) there
shall have occurred and be continuing an Event of Default.

         (c) If any Global Security is to be exchanged for other Securities or
canceled in whole, it shall be surrendered by or on behalf of the Depositary or
its nominee to the Security Registrar for exchange or cancellation as provided
in this Article III. If any Global Security is to be exchanged for other
Securities or canceled in part, or if another Security is to be exchanged in
whole or in part for a beneficial interest in any Global Security, then either
(i) such Global Security shall be so surrendered for exchange or cancellation as
provided in this Article III or (ii) the principal amount thereof shall be
reduced or increased by an amount equal to the portion thereof to be so
exchanged or canceled, or equal to the principal amount of such other Security
to be so exchanged for a beneficial interest therein, as the case may be, by
means of an appropriate adjustment made on the records of the Security
Registrar, whereupon the Trustee shall instruct the Depositary or its authorized
representative to make a corresponding adjustment to its records. Upon any such
surrender or adjustment of a Global Security by the Depositary, accompanied by
registration instructions and, to the extent required by Section 3.06, a
Restricted Securities Certificate, the Trustee shall, subject to Section 3.05(b)
and as otherwise provided in this Article III, authenticate and make available
for delivery any Securities issuable in exchange for such Global Security (or
any portion thereof) in accordance with the instructions of the Depositary. The
Trustee shall not be liable for any delay in delivery of such instructions and
may conclusively rely on, and shall be fully protected in relying on, such
instructions.

         (d) The Depositary or its nominee, as registered owner of a Global
Security, shall be the Holder of such Global Security for all purposes under
this Indenture and the Securities, and owners of beneficial interests in a
Global Security shall hold such interest pursuant to the rules and procedures of
the Depositary. Accordingly, any such owner's beneficial interests in a Global
Security shall be shown only on, and the transfer of such interest shall be
effected only through, records maintained by the Depositary or its nominee or
its Agent Members. Neither the Trustee nor the Security Registrar shall have any
liability in respect of any transfers effected by the Depositary.

         (e) The rights of the beneficial interests in a Global Security shall
be exercised only through the Depositary and shall be limited to those
established by law and agreements between such owners and the Depositary and/or
its Agent Members.

SECTION 3.06  Registration, Transfer and Exchange Generally;
              Certain Transfers and Exchanges.

         (a) The Company shall cause to be kept at the corporate offices of the
Trustee in New York, New York or at the offices of any Paying Agent or transfer
agent appointed by the Company a register (the register maintained in such
office and in any other office or agency designated pursuant to Section 10.02
being herein sometimes collectively referred to as the "Security Register") in
which, subject to such reasonable regulations as it may prescribe, the Company
shall provide for the registration of Securities and of transfers of Securities.
The Trustee is hereby appointed "Security Registrar" for the purpose of
registering Securities and transfers of Securities as herein provided.

         Upon surrender for registration of transfer of any Security at an
office or agency of the Company designated pursuant to Section 10.02 for such
purpose, the Company shall execute, and the Trustee shall authenticate and
deliver, in the name of the designated transferee or transferees, one or more
new Securities of any authorized denominations and of a like aggregate principal
amount and bearing such restrictive legends as may be required by this
Indenture.

         At the option of the Holder, Securities may be exchanged for other
Securities of any authorized denominations and of a like aggregate principal
amount and bearing such restrictive legends as may be required by this
Indenture, upon surrender of the Securities to be exchanged at such office or
agency. Whenever any Securities are so surrendered for exchange, the Company
shall execute, and the Trustee shall authenticate and make available for
delivery, the Securities which the Holder making the exchange is entitled to
receive.

         All Securities issued upon any registration of transfer or exchange of
Securities shall be the valid obligations of the Company, evidencing the same
debt, and entitled to the same benefits under this Indenture, as the Securities
surrendered upon such registration of transfer or exchange.

         Every Security presented or surrendered for registration of transfer or
for exchange shall (if so required by the Company or the Trustee) be duly
endorsed, or be accompanied by a written instrument of transfer in form
satisfactory to the Company and the Security Registrar duly executed, by the
Holder thereof or his attorney duly authorized in writing.

         No service charge shall be made for any registration of transfer or
exchange of Securities, but the Company may require payment of a sum sufficient
to cover any tax or other governmental charge that may be imposed in connection
with any registration of transfer or exchange of Securities, other than
exchanges pursuant to Section 3.04, 3.05, 9.06, 11.09 or 13.01 not involving any
transfer.

         Neither the Company nor the Trustee shall be required (i) in the case
of a partial redemption of the Securities, to issue, register the transfer of or
exchange any Security during a period beginning at the opening of business 15
days before the day of the mailing of a notice of redemption of Securities
selected for redemption under Section 11.04 and ending at the close of business
on the day of such mailing or (ii) to register the transfer of or exchange any
Security so selected for redemption in whole or in part, except the unredeemed
portion of any Security being redeemed in part.

         (b) Transfer and Exchange Procedures and Restrictions. The Securities
may not be transferred except in compliance with the Restricted Securities
Legend unless otherwise determined by the Company in accordance with applicable
law. Upon any distribution of the Securities to the holders of the Trust
Securities in accordance with the Declaration, the Company and the Trustee shall
enter into a supplemental indenture pursuant to Section 9.01(6) to provide for
transfer procedures and restrictions with respect to the Securities
substantially similar to those contained in the Declaration to the extent
applicable in the circumstances existing at the time of such distribution.
Notwithstanding any other provision of the Indenture, transfers and exchanges of
Securities and beneficial interests in a Global Security of the kinds specified
in this Section 3.06(b) shall be made only in accordance with this Section
3.06(b).

          (1) Non-Global Security to Global Security. If the Holder of a
     Security (other than a Global Security) wishes at any time to transfer all
     or any portion of such Security to a Person who wishes to take delivery
     thereof in the form of a beneficial interest in a Global Security, such
     transfer may be effected only in accordance with the provisions of this
     clause (b)(1) and subject to the rules and procedures of the Depositary.
     Upon receipt by the Security Registrar of (A) such Security as provided in
     Section 3.06(a) and instructions satisfactory to the Security Registrar
     directing that a beneficial interest in the Global Security in a specified
     principal amount not greater than the principal amount of such Security be
     credited to a specified Agent Member's account and (B) the assignment form
     attached to the Security duly executed by such Holder or such Holder's
     attorney duly authorized in writing, then the Security Registrar shall
     cancel such Security (and issue a new Security in respect of the
     untransferred portion thereof) as provided in Section 3.06(a) and increase
     the aggregate principal amount of the Global Security by the specified
     principal amount as provided in Section 3.05(c).

          (2) Non-Global Security to Non-Global Security. A Security that is not
     a Global Security may be transferred, in whole or in part, to a Person who
     takes delivery in the form of another Security that is not a Global
     Security as provided in Section 3.06(a); provided, that if such Security to
     be transferred in whole or in part is a Restricted Security, the Security
     Registrar shall have received the assignment form attached to the Security
     duly executed by the transferor Holder or such Holder's attorney duly
     authorized in writing.

          (3) Exchanges between Global Security and Non-Global Security. A
     beneficial interest in a Global Security may be exchanged for a Security
     that is not a Global Security as provided in Section 3.05.

         (c) Restricted Securities Legend.

          (1) Except as set forth below, all Securities shall bear the
     Restricted Securities Legend set forth in Section 2.02.

          (2) A Security (other than a Global Security) that does not bear a
     Restricted Securities Legend may be issued in exchange for or in lieu of a
     Restricted Security or any portion thereof that bears such legend if, in
     the Company's judgment, placing such a legend upon such new Security is not
     necessary to ensure compliance with the registration requirements of the
     Securities Act, and the Trustee, at the written direction of the Company in
     the form of an Officers' Certificate, shall countersign and deliver such a
     new Security.

          (3) Notwithstanding the foregoing provisions of this Section 3.06(c),
     a successor Security of a Security that does not bear a Restricted
     Securities Legend shall not bear such form of legend unless the Company has
     reasonable cause to believe that such successor Security is a "restricted
     security" within the meaning of Rule 144 under the Securities Act, in which
     case the Trustee, at the written direction of the Company in the form of an
     Officers' Certificate, shall countersign and deliver a new Security bearing
     a Restricted Securities Legend in exchange for such successor Security.

          (4) Upon any sale or transfer of a Restricted Security (including any
     Restricted Security represented by a Global Security) pursuant to an
     effective registration statement under the Securities Act or pursuant to
     Rule 144 under the Securities Act after such registration ceases to be
     effective: (A) in the case of any Restricted Security that is a definitive
     Security, the Security Registrar shall permit the Holder thereof to
     exchange such Restricted Security for a definitive Security that does not
     bear the Restricted Securities Legend and shall rescind any restriction on
     the transfer of such Restricted Security; and (B) in the case of any
     Restricted Security that is represented by a Global Security, the Security
     Registrar shall permit the Holder of such Global Security to exchange such
     Global Security for another Global Security that does not bear the
     Restricted Securities Legend.

          (5) If Restricted Securities are being presented or surrendered for
     transfer or exchange then there shall be (if so required by the Trustee),
     (A) if such Restricted Securities are being delivered to the Security
     Registrar by a Holder for registration in the name of such Holder, without
     transfer, a certification from such Holder to that effect; or (B) if such
     Restricted Securities are being transferred, a certification from the
     transferor as to the compliance with the restrictions set forth in the
     Restricted Securities Legend.

SECTION 3.07  Mutilated, Destroyed, Lost and Stolen Securities.

         If any mutilated Security is surrendered to the Trustee, the Company
shall execute and the Trustee shall authenticate and make available for delivery
in exchange therefor a new Security of like tenor and principal amount and
bearing a number not contemporaneously outstanding.

         If there shall be delivered to the Company and the Trustee (i) evidence
to their satisfaction of the destruction, loss or theft of any Security and (ii)
such security or indemnity as may be required by them to save each of them and
any agent of either of them harmless, then, in the absence of notice to the
Company or the Trustee that such Security has been acquired by a bona fide
purchaser, the Company shall execute and the Trustee shall authenticate and
deliver, in lieu of any such destroyed, lost or stolen Security, a new Security
of like tenor and principal amount and bearing a number not contemporaneously
outstanding.

         In case any such mutilated, destroyed, lost or stolen Security has
become or is about to become due and payable, the Company in its discretion may,
instead of issuing a new Security, pay such Security.

         Upon the issuance of any new Security under this Section, the Company
may require the payment of a sum sufficient to cover any tax or other
governmental charge that may be imposed in relation thereto and any other
expenses (including the fees and expenses of the Trustee) connected therewith.

         Every new Security issued pursuant to this Section in lieu of any
destroyed, lost or stolen Security shall constitute an original additional
contractual obligation of the Company, whether or not the destroyed, lost or
stolen Security shall be at any time enforceable by anyone, and shall be
entitled to all the benefits of this Indenture equally and proportionately with
any and all other Securities duly issued hereunder.

         The provisions of this Section are exclusive and shall preclude (to the
extent lawful) all other rights and remedies with respect to the replacement or
payment of mutilated, destroyed, lost or stolen Securities.

SECTION 3.08  Payment of Interest; Interest Rights Preserved.

         Interest on any Security which is payable, and is punctually paid or
duly provided for, on any Interest Payment Date shall be paid to the Person in
whose name that Security (or one or more Predecessor Securities) is registered
at the close of business on the Regular Record Date.

         Any interest on any Security which is payable, but is not punctually
paid or duly provided for, on any Interest Payment Date (herein called
"Defaulted Interest") shall forthwith cease to be payable to the Holder on the
relevant Regular Record Date by virtue of having been such Holder, and such
Defaulted Interest may be paid by the Company, at its election in each case, as
provided in clause (1) or (2) below:

          (1) The Company may elect to make payment of any Defaulted Interest to
     the Persons in whose names the Securities (or their respective Predecessor
     Securities) are registered at the close of business on a Special Record
     Date (as defined below) for the payment of such Defaulted Interest, which
     shall be fixed in the following manner. The Company shall notify the
     Trustee in writing of the amount of Defaulted Interest proposed to be paid
     on each Security and the date of the proposed payment (which notice shall
     be sufficiently in advance of such date of proposed payment to permit the
     Trustee to timely take the actions contemplated by this Section 3.08), and
     at the same time the Company shall deposit with the Trustee an amount of
     money equal to the aggregate amount proposed to be paid in respect of such
     Defaulted Interest or shall make arrangements satisfactory to the Trustee
     for such deposit prior to the date of the proposed payment, such money when
     deposited to be held in trust for the benefit of the Persons entitled to
     such Defaulted Interest as in this clause provided. Thereupon the Trustee
     shall fix a special record date (the "Special Record Date") for the payment
     of such Defaulted Interest which shall be not more than 15 days and not
     less than 10 days prior to the date of the proposed payment and not less
     than 10 days after the receipt by the Trustee of the notice of the proposed
     payment. The Trustee shall promptly notify the Company of such Special
     Record Date and, in the name and at the expense of the Company, shall cause
     notice of the proposed payment of such Defaulted Interest and the Special
     Record Date therefor to be mailed, first-class postage prepaid, to each
     Holder at his address as it appears in the Security Register, not less than
     10 days prior to such Special Record Date. Notice of the proposed payment
     of such Defaulted Interest and the Special Record Date therefor having been
     so mailed, such Defaulted Interest shall be paid to the Persons in whose
     names the Securities (or their respective Predecessor Securities) are
     registered at the close of business on such Special Record Date and shall
     no longer be payable pursuant to the following clause (2).

          (2) The Company may make payment of any Defaulted Interest in any
     other lawful manner not inconsistent with the requirements of any
     securities exchange on which the Securities may be listed, and, if so
     listed, upon such notice as may be required by such exchange (or by the
     Trustee if the Securities are not listed), if, after notice given by the
     Company to the Trustee of the proposed payment pursuant to this clause,
     such manner of payment shall be deemed practicable by the Trustee provided
     that any such payment will be made in coin or currency of the United States
     of America which at the time of payment is a legal tender for payment of
     public and private debt.

         Subject to the foregoing provisions of this Section, each Security
delivered under this Indenture upon registration of transfer of or in exchange
for or in lieu of any other Security shall carry the rights to interest accrued
and unpaid, and to accrue interest (including in each such case Compounded
Interest), which were carried by such other Security.

         In the case of any Security which is converted on or after any Regular
Record Date and on or prior to the next succeeding Interest Payment Date (other
than any Security whose Maturity is prior to such Interest Payment Date),
interest whose Stated Maturity is on such Interest Payment Date shall be payable
on such Interest Payment Date notwithstanding such conversion, and such interest
(whether or not punctually paid or duly provided for) shall be paid to the
Person in whose name that Security (or one or more Predecessor Securities) is
registered at the close of business on such Regular Record Date. Except as
otherwise expressly provided in the immediately preceding sentence, in the case
of any Security that is converted prior to any Regular Record Date, interest
whose Stated Maturity is after the date of conversion of such Security shall not
be payable, and the Company shall not make nor be required to make any other
payment, adjustment or allowance with respect to accrued but unpaid interest
(including Additional Payments) on the Securities being converted, which shall
be deemed to be paid in full.

SECTION 3.09  Persons Deemed Owners.

         The Company, the Trustee and any agent of the Company or the Trustee
may treat the Person in whose name any Security is registered as the owner of
such Security for the purpose of receiving payment of principal of and (subject
to Section 3.08) interest on such Security and for all other purposes
whatsoever, whether or not such Security be overdue, and neither the Company,
the Trustee nor any agent of the Company or the Trustee shall be affected by
notice to the contrary. No holder of any beneficial interest in any Global
Security held on its behalf by a Depositary shall have any rights under this
Indenture with respect to such Global Security, and such Depositary may be
treated by the Company, the Trustee and any agent of the Company or the Trustee
as the owner of such Global Security for all purposes whatsoever.
Notwithstanding the foregoing, nothing herein shall prevent the Company or the
Trustee from giving effect to any written certification, proxy, or other
authorization furnished by a Depositary or impair, as between the Depositary and
such holders of beneficial interests, the operation of customary practices
governing the exercise of the rights of the Depositary (or its nominee) as
Holder of any Security.

SECTION 3.10  Cancellation.

         All Securities surrendered for payment, redemption, registration of
transfer or exchange or conversion shall, if surrendered to any Person other
than the Trustee, be delivered to the Trustee and shall be promptly canceled by
it. The Company may at any time deliver to the Trustee for cancellation any
Securities previously authenticated and delivered hereunder which the Company
may have acquired in any manner whatsoever, and all Securities so delivered
shall be promptly canceled by the Trustee. No Securities shall be authenticated
in lieu of or in exchange for any Securities canceled as provided in this
Section, except as expressly permitted by this Indenture. All canceled
Securities held by the Trustee shall be disposed of as directed by a Company
Order; provided, however, that the Trustee shall not be required to destroy the
certificates representing such canceled Securities.

SECTION 3.11  Right of Set Off.

         Notwithstanding anything to the contrary in this Indenture, the Company
shall have the right to set off any payment it is otherwise required to make
hereunder to the extent the Company has theretofore made, or is concurrently on
the date of such payment making, a payment under the Guarantee.

SECTION 3.12  CUSIP Numbers.

         The Company in issuing the Securities may use "CUSIP" numbers (if then
generally in use), and, if so, the Trustee shall use "CUSIP" numbers in notices
of redemption as a convenience to Holders; provided, that any such notice may
state that no representation is made as to the correctness of such numbers
either as printed on the Securities or as contained in any notice of a
redemption and that reliance may be placed only on the other identification
numbers printed on the Securities, and any such redemption shall not be affected
by any defect in or omission of such numbers.

SECTION 3.13  Extension of Interest Payment Period; Notice of Extension.

         (a) So long as no Event of Default has occurred and is continuing, the
Company shall have the right, at any time during the term of the Securities,
from time to time to defer payments of interest (including Additional Payments,
if any,) by extending any interest payment period for successive periods not
exceeding 20 consecutive quarters for each such period (a "Deferral Period");
provided that no Deferral Period may extend beyond the Stated Maturity of the
Securities. To the extent permitted by applicable law, interest, the payment of
which has been deferred because of the extension of the interest payment period
pursuant to this Section 3.13, will bear interest thereon at the Applicable Rate
compounded quarterly for each quarter of the Deferral Period ("Compounded
Interest"). On the applicable Payment Resumption Date, the Company shall pay all
interest then accrued and unpaid on the Securities, including any Compounded
Interest that shall be payable to the Holders of the Securities in whose names
the Securities are registered in the Security Register on the Regular Record
Date fixed for such Payment Resumption Date. A Deferral Period shall terminate
upon the payment by the Company of all interest then accrued and unpaid on the
Securities (together with interest thereon accrued at an annual rate equal to
the Applicable Rate, compounded quarterly, to the extent permitted by applicable
law). Before the termination of any Deferral Period, the Company may further
extend such period as provided in paragraph (b) of this Section 3.13, provided
that such period together with all such further extensions thereof shall not
exceed 20 consecutive quarters or extend beyond the Stated Maturity of the
Securities. Upon the termination of any Deferral Period, and subject to the
foregoing requirements, the Company may elect to begin a new Deferral Period. No
interest shall be due and payable during a Deferral Period except on the Payment
Resumption Date as determined pursuant to paragraph (b) of this Section 3.13.
There is no limitation on the number of times that the Company may elect to
begin a Deferral Period.

         (b) The Company shall give the Holders of the Securities and the
Trustee written notice (a "Deferral Notice") of its selection of a Deferral
Period at least ten days prior to the record date for any distributions that
would have been payable on the Securities except for the decision to begin or
extend a Deferral Period. The Trustee shall give notice of the Company's
decision to begin or extend a Deferral Period to the Holders of the Securities.
On or prior to the Regular Record Date immediately preceding the Interest
Payment Date on which the Company elects to pay all interest then accrued and
unpaid on the Securities, including Compound Interest (the "Payment Resumption
Date"), the Company shall give the Holder of the Security and the Trustee
written notice that the Deferral Period will end on such Payment Resumption
Date. Notwithstanding the provision of such notice, the Company may elect to
further extend the Deferral Period, subject to the limitations set forth in
Section 3.13(a), by providing the Holder of the Security and the Trustee with a
new Deferral Notice not less than three Business Days prior to the Regular
Record Date immediately preceding the previously scheduled Payment Resumption
Date. The Company may elect to pay all interest then accrued and unpaid on the
Securities, including Compound Interest, on an Interest Payment Date prior to
its most recently established Payment Resumption Date provided that the Company
gives the Holder of the Security and the Trustee a new Deferral Notice setting
forth the revised Payment Resumption Date at least three Business Days prior to
the Regular Record Date for such revised Payment Resumption Date.

         (c) The quarter in which any Deferral Notice is given pursuant to
paragraph (b) hereof shall be counted as one of the 20 quarters permitted in the
maximum Deferral Period permitted under paragraph (a) hereof.

SECTION 3.14  Paying Agent, Security Registrar and Conversion Agent.

         The Trustee will initially act as Paying Agent, Security Registrar and
Conversion Agent. The Company may change any Paying Agent, Security Registrar,
co-registrar or Conversion Agent without prior notice. The Company or any of its
Affiliates may act in any such capacity.

                                   ARTICLE IV

                           SATISFACTION AND DISCHARGE

SECTION 4.01  Satisfaction and Discharge of Indenture.

         This Indenture shall cease to be of further effect (except as to any
surviving rights of conversion, registration of transfer or exchange of
Securities herein expressly provided for), and the Trustee, on written demand of
and at the expense of the Company, shall execute proper instruments
acknowledging satisfaction and discharge of this Indenture, when

         (1) either

          (A) all Securities theretofore authenticated and delivered (other than
     (i) Securities which have been destroyed, lost or stolen and which have
     been replaced or paid as provided in Section 3.06 and (ii) Securities for
     whose payment money has theretofore been deposited in trust or segregated
     and held in trust by the Company and thereafter repaid to the Company or
     discharged from such trust, as provided in Section 10.03) have been
     delivered to the Trustee for cancellation; or

          (B) all such Securities not theretofore delivered to the Trustee for
     cancellation

               (i) have become due and payable, or

               (ii) will become due and payable at their Stated Maturity within
          one year, or

               (iii) are to be called for redemption within one year under
          arrangements satisfactory to the Trustee for the giving of notice of
          redemption by the Trustee in the name, and at the expense, of the
          Company

     and the Company, in the case of (i), (ii) or (iii) above, has deposited or
     caused to be deposited with the Trustee as trust funds in trust for the
     purpose an amount sufficient to pay and discharge the entire indebtedness
     on such Securities not theretofore delivered to the Trustee for
     cancellation, for principal and interest (including Compounded Interest) to
     the date of such deposit (in the case of Securities which have become due
     and payable) or to the Stated Maturity or Redemption Date, as the case may
     be;

          (2) the Company has paid or caused to be paid all other sums payable
     hereunder by the Company; and

          (3) the Company has delivered to the Trustee an Officers' Certificate
     and an Opinion of Counsel, each stating that all conditions precedent
     herein provided for relating to the satisfaction and discharge of this
     Indenture have been complied with.

Notwithstanding the satisfaction and discharge of this Indenture, the
obligations of the Company to the Trustee under Section 6.07 and, if money shall
have been deposited with the Trustee pursuant to subclause (B) of clause (1) of
this Section, the obligations of the Trustee under Section 4.02 and the last
paragraph of Section 10.03 shall survive.

SECTION 4.02  Application of Trust Money.

         Subject to the provisions of the last paragraph of Section 10.03, all
money deposited with the Trustee pursuant to Section 4.01 shall be held in trust
and applied by it, in accordance with the provisions of the Securities and this
Indenture, to the payment, either directly or through any Paying Agent
(including the Company acting as its own Paying Agent) as the Trustee may
determine, to the Persons entitled thereto, of the principal and interest for
whose payment such money has been deposited with the Trustee. All moneys
deposited with the Trustee pursuant to Section 4.01 (and held by it or any
Paying Agent) for the payment of Securities subsequently converted shall be
returned to the Company upon Company Request.

                                   ARTICLE V

                                    REMEDIES

SECTION 5.01  Events of Default.

         "Event of Default," wherever used herein, means any one of the
following events that has occurred and is continuing (whatever the reason for
such Event of Default and whether it shall be occasioned by the provisions of
Article XII or be voluntary or involuntary or be effected by operation of law or
pursuant to any judgment, decree or order of any court or any order, rule or
regulation of any administrative or governmental body):

          (1) default in the payment of any interest upon any Security,
     including any Additional Payments, when it becomes due and payable, and
     continuance of such default for a period of 30 days (subject to the
     deferral of any due date in the case of a Deferral Period); or

          (2) default in the payment of the principal of any Security when due,
     whether at its Maturity, upon redemption, by declaration of acceleration or
     otherwise; or

          (3) default in the observation or performance, in any material
     respect, of any covenant of the Company in this Indenture (other than a
     covenant a default in the performance of which or the breach of which is
     elsewhere in this Section specifically dealt with), and continuance of such
     default for a period of 60 days after there has been given, by registered
     or certified mail, to the Company by the Trustee or to the Company and the
     Trustee by the Holders of at least 25% in aggregate outstanding principal
     amount of the Securities a written notice specifying such default and
     requiring it to be remedied; or

          (4) failure by the Company to issue and deliver Class B Common Stock
     upon an election to convert the Securities into Class B Common Stock; or

          (5) the entry of a decree or order by a court having jurisdiction in
     the premises adjudging the Company as bankrupt or insolvent, or approving
     as properly filed a petition seeking reorganization, arrangement,
     adjustment or composition of or in respect of the Company under any
     applicable federal or state bankruptcy, insolvency, reorganization or other
     similar law, or appointing a receiver, liquidator, assignee, trustee,
     sequestrator (or other similar official) of the Company or of any
     substantial part of its property or ordering the winding up or liquidation
     of its affairs, and the continuance of any such decree or order unstayed
     and in effect for a period of 60 consecutive days; or

          (6) the institution by the Company of voluntary proceedings to be
     adjudicated a bankrupt or insolvent, or the consent by it to the
     institution of bankruptcy or insolvency proceedings against it, or the
     filing by it of a petition or answer or consent seeking reorganization or
     relief under any applicable federal or state bankruptcy, insolvency,
     reorganization or other similar law, or the consent by it to the filing of
     any such petition or to the appointment of a receiver, liquidator,
     assignee, trustee, sequestrator (or other similar official) of the Company
     or of any substantial part of its property, or the making by it of an
     assignment for the benefit of creditors, or the admission by it in writing
     of its inability to pay its debts generally as they become due and its
     willingness to be adjudicated a bankrupt, or the taking of corporate action
     by the Company in furtherance of any such action; or

          (7) the voluntary or involuntary dissolution, winding up or
     termination of the Trust, except in connection with (i) the distribution of
     Securities to holders of Preferred Securities in liquidation or redemption
     of their interests in the Trust, (ii) the redemption of all of the
     outstanding Preferred Securities of the Trust or (iii) certain mergers,
     consolidations or amalgamations, each as permitted by the Declaration.

SECTION 5.02  Acceleration of Maturity; Rescission and Annulment.

         If an Event of Default occurs and is continuing, then and in every such
case the Trustee or the Holders of not less than 25% in principal amount of the
Outstanding Securities may declare the principal of all the Outstanding
Securities and any other amounts payable hereunder (including any Additional
Payments) to be due and payable immediately, by a notice in writing to the
Company (and to the Trustee if given by Holders); provided that, if the Property
Trustee is the sole Holder of the Securities and if upon an Event of Default,
the Trustee or the Holders of not less than 25% in principal amount of the
Outstanding Securities fail to declare the principal of all the Securities to be
immediately due and payable, the holders of at least 25% in aggregate
liquidation amount of Preferred Securities then outstanding shall have such
right by a notice in writing to the Company and the Trustee; and upon any such
declaration such principal and all accrued interest shall become immediately due
and payable. Upon any such declaration such principal amount (or specified
amount) of and the accrued interest (including any Additional Payments) on all
the Securities shall then become immediately due and payable; provided that the
payment of principal and interest on such Securities (including Additional
Payments) shall remain subordinated to the extent provided in Article XII.

         At any time after such a declaration of acceleration has been made and
before a judgment or decree for payment of the money due has been obtained by
the Trustee as provided in this Article hereinafter, the Holders of a majority
in aggregate principal amount of the Outstanding Securities or of a majority in
liquidation amount of Preferred Securities, as the case may be, by written
notice to the Company and the Trustee, may rescind and annul such declaration
and its consequences if:

          (1) the Company has paid or deposited with the Trustee a sum
     sufficient to pay:

               (A) all overdue interest (including any Compounded Interest) on
          all Securities,

               (B) the principal of any Securities which have become due
          otherwise than by such declaration of acceleration and interest
          thereon at the rate borne by the Securities, and

               (C) all sums paid or advanced by the Trustee hereunder and the
          reasonable compensation, expenses, disbursements and advances of the
          Trustee, its agents and counsel;

         and

          (2) all Events of Default, other than the non-payment of the principal
     of Securities which have become due solely by such declaration of
     acceleration, have been cured or waived as provided in Section 5.13.

         The Company is required to file annually with the Trustee a certificate
as to whether or not the Company is in compliance with all the conditions and
covenants applicable to it under this Indenture.

         No such rescission shall affect any subsequent default or impair any
right consequent thereon.

SECTION 5.03   Collection of Indebtedness and Suits for Enforcement by Trustee.

         The Company covenants that if

               (1) default is made in the payment of any interest (including any
          Compounded Interest) on any Security when such interest becomes due
          and payable and such default continues for a period of 30 days, or

               (2) default is made in the payment of the principal of any
          Security at the Stated Maturity thereof,

the Company will, upon demand of the Trustee, pay to it, for the benefit of the
Holders of such Securities, the whole amount then due and payable on such
Securities for principal and interest (including any Additional Payments) and,
to the extent that payment thereof shall be legally enforceable, interest on any
overdue principal and on any overdue interest (including any Additional Sums),
at the rate borne by the Securities, and, in addition thereto, all amounts owing
to the Trustee under Section 6.07.

         If the Company fails to pay such amounts forthwith upon such demand,
the Trustee, in its own name and as trustee of an express trust, may institute a
judicial proceeding for the collection of the sums so due and unpaid, and may
prosecute such proceeding to judgment or final decree, and may enforce the same
against the Company or any other obligor upon the Securities and collect the
moneys adjudged or decreed to be payable in the manner provided by law out of
the property of the Company or any other obligor upon the Securities, wherever
situated.

         If an Event of Default occurs and is continuing, the Trustee may in its
discretion proceed to protect and enforce its rights and the rights of the
Holders by such appropriate judicial proceedings as the Trustee shall deem most
effectual to protect and enforce any such rights, whether for the specific
enforcement of any covenant or agreement in this Indenture or in aid of the
exercise of any power granted herein, or to enforce any other proper remedy.

SECTION 5.04   Trustee May File Proofs of Claim.

         In case of any judicial proceeding relative to the Company (or any
other obligor upon the Securities), its property or its creditors, the Trustee
shall be entitled and empowered, by intervention in such proceeding or
otherwise, to take any and all actions authorized under the Trust Indenture Act
in order to have claims of the Holders and the Trustee allowed in any such
proceeding. In particular, the Trustee shall be authorized to collect and
receive any moneys or other property payable or deliverable on any such claims
and to distribute the same; and any custodian, receiver, assignee, trustee,
liquidator, sequestrator or other similar official in any such judicial
proceeding is hereby authorized by each Holder to make such payments to the
Trustee and, in the event that the Trustee shall consent to the making of such
payments directly to the Holders, to pay to the Trustee any amount due it and
any predecessor Trustee under Section 6.07.

         No provision of this Indenture shall be deemed to authorize the Trustee
to authorize or consent to or accept or adopt on behalf of any Holder any plan
of reorganization, arrangement, adjustment or composition affecting the
Securities or the rights of any Holder thereof or to authorize the Trustee to
vote in respect of the claim of any Holder in any such proceeding.

SECTION 5.05   Trustee May Enforce Claims Without Possession of Securities.

         All rights of action and claims under this Indenture or the Securities
may be prosecuted and enforced by the Trustee without the possession of any of
the Securities or the production thereof in any proceeding relating thereto, and
any such proceeding instituted by the Trustee shall be brought in its own name
as trustee of an express trust, and any recovery of judgment shall, after
provision for the payment of all the amounts owing to the Trustee and any
predecessor Trustee under Section 6.07, be for the ratable benefit of the
Holders of the Securities in respect of which such judgment has been recovered.

SECTION 5.06   Application of Money Collected.

         Subject to Article XII, any money collected by the Trustee pursuant to
this Article shall be applied in the following order, at the date or dates fixed
by the Trustee and, in case of the distribution of such money on account of
principal or interest (including any Additional Payments), upon presentation of
the Securities and the notation thereon of the payment if only partially paid
and upon surrender thereof if fully paid:

               FIRST: To the payment of all amounts due the Trustee and any
               predecessor Trustee under Section 6.07;

               SECOND: To the payment of the amounts then due and unpaid for
               principal of and interest (including any Additional Payments) on
               the Securities in respect of which or for the benefit of which
               such money has been collected, ratably, without preference or
               priority of any kind, according to the amounts due and payable on
               such Securities for principal and interest (including any
               Compounded Interest), respectively; and

               THIRD: The balance, if any, to the Company.

SECTION 5.07   Limitation on Suits.

         Subject to Section 5.08, no Holder of any Security shall have any right
to institute any proceeding, judicial or otherwise, with respect to this
Indenture, or for the appointment of a receiver or trustee, or for any other
remedy hereunder, unless

          (1) such Holder has previously given written notice to the Trustee of
     a continuing Event of Default;

          (2) the Holders of not less than 25% in aggregate principal amount of
     the Outstanding Securities shall have made written request to the Trustee
     to institute proceedings in respect of such Event of Default, in its own
     name as Trustee hereunder;

          (3) such Holder or Holders have offered to the Trustee reasonable
     indemnity against the costs, expenses and liabilities to be incurred in
     compliance with such request;

          (4) the Trustee for 60 days after its receipt of such notice, request
     and offer of indemnity has failed to institute any such proceeding; and

          (5) no direction inconsistent with such written request has been given
     to the Trustee during such 60-day period by the Holders of a majority in
     principal amount of the Outstanding Securities;

it being understood and intended that no one or more Holders shall have any
right in any manner whatever by virtue of, or by availing of, any provision of
this Indenture to affect, disturb or prejudice the rights of any other Holders,
or to obtain or to seek to obtain priority or preference over any other Holders
or to enforce any right under this Indenture, except in the manner herein
provided and for the equal and ratable benefit of all the Holders.

SECTION 5.08   Unconditional Right of Holders to Receive Principal
               and Interest and to Convert.

         Notwithstanding any other provision in this Indenture, the Holder of
any Security shall have the right, which is absolute and unconditional, to
receive payment of the principal of and (subject to Section 3.08) interest
(including any Additional Payments) on such Security on the respective Stated
Maturities expressed in such Security (or, in the case of redemption, on the
Redemption Date) and to convert such Security in accordance with Article XIII
and to institute suit for the enforcement of any such payment and right to
convert, and such rights shall not be impaired without the consent of such
Holder. Other than as described in the preceding sentence, Holders shall not
have the right to exercise directly any remedies available to the Holders of the
Securities unless there is a default under the Declaration.

SECTION 5.09   Restoration of Rights and Remedies.

         If the Trustee or any Holder has instituted any proceeding to enforce
any right or remedy under this Indenture and such proceeding has been
discontinued or abandoned for any reason, or has been determined adversely to
the Trustee or to such Holder, then and in every such case, subject to any
determination in such proceeding, the Company, the Trustee and the Holders shall
be restored severally and respectively to their former positions hereunder and
thereafter all rights and remedies of the Trustee and the Holders shall continue
as though no such proceeding had been instituted.

SECTION 5.10   Rights and Remedies Cumulative.

         Except as otherwise provided with respect to the replacement or payment
of mutilated, destroyed, lost or stolen Securities in the last paragraph of
Section 3.07, no right or remedy herein conferred upon or reserved to the
Trustee or to the Holders is intended to be exclusive of any other right or
remedy, and every right and remedy shall, to the extent permitted by law, be
cumulative and in addition to every other right and remedy given hereunder or
now or hereafter existing at law or in equity or otherwise. The assertion or
employment of any right or remedy hereunder, or otherwise, shall not prevent the
concurrent assertion or employment of any other appropriate right or remedy.

SECTION 5.11   Delay or Omission Not Waiver.

         No delay or omission of the Trustee or of any Holder of any Security to
exercise any right or remedy accruing upon any Event of Default shall impair any
such right or remedy or constitute a waiver of any such Event of Default or an
acquiescence therein. Every right and remedy given by this Article or by law to
the Trustee or to the Holders may be exercised from time to time, and as often
as may be deemed expedient, by the Trustee or by the Holders, as the case may
be.

SECTION 5.12   Control by Holders.

         The Holders of a majority in principal amount of the Outstanding
Securities shall have the right to direct the time, method and place of
conducting any proceeding for any remedy available to the Trustee or exercising
any trust or power conferred on the Trustee; provided, that

          (1) such direction shall not be in conflict with any rule of law or
     with this Indenture;

          (2) the Trustee may take any other action deemed proper by the Trustee
     which is not inconsistent with such direction.

          (3) subject to Section 6.01, the Trustee need not take any action that
     might involve the Trustee in personal liability or be unduly prejudicial to
     the Holders not joining therein.

SECTION 5.13   Waiver of Past Defaults.

         Subject to Section 9.02 hereof, the Holders of not less than a majority
in principal amount of the Outstanding Securities may on behalf of the Holders
of all the Securities waive any past default hereunder and its consequences,
except a default

          (1) in the payment of the principal of, premium, if any, or interest
     (including any Additional Payments) on any Security (unless such default
     has been cured and a sum sufficient to pay all matured installments of
     interest and principal due otherwise than by acceleration has been
     deposited with the Trustee); or

          (2) in respect of a covenant or provision hereof which under Article
     IX cannot be modified or amended without the consent of the Holder of each
     Outstanding Security affected;

provided, however, that if the Securities are held by the Property Trustee, such
waiver shall not be effective until the holders of a majority in liquidation
amount of the Preferred Securities shall have consented to such waiver; and
provided, further, that if the consent of the Holder of each outstanding
Security is required, such waiver shall not be effective until each holder of
the Preferred Securities shall have consented to such waiver.

         Upon any such waiver, such default shall cease to exist, and any Event
of Default arising therefrom shall be deemed to have been cured, for every
purpose of this Indenture; but no such waiver shall extend to any subsequent or
other default or impair any right consequent thereon. If the Holders of a
majority in principal amount of the Outstanding Securities fail to waive such
Event of Default, the holders of a majority in liquidation amount of the
Preferred Securities shall have such right. No such rescission shall affect any
subsequent default or impair any right consequent thereon.

SECTION 5.14   Undertaking for Costs.

         In any suit for the enforcement of any right or remedy under this
Indenture, or in any suit against the Trustee for any action taken, suffered or
omitted by it as Trustee, a court may require any party litigant in such suit to
file an undertaking to pay the costs of such suit, and may assess costs against
any such party litigant, in the manner and to the extent provided in the Trust
Indenture Act; provided, that neither this Section nor the Trust Indenture Act
shall be deemed to authorize any court to require such an undertaking or to make
such an assessment in any suit instituted by the Company or the Trustee or in
any suit for the enforcement of the right to receive the principal of and
interest (including any Additional Payments) on any Security or to convert any
Security in accordance with Article XIII.

SECTION 5.15   Waiver of Stay or Extension Laws.

         The Company covenants (to the extent that it may lawfully do so) that
it will not at any time insist upon, or plead, or in any manner whatsoever claim
or take the benefit or advantage of, any stay or extension law wherever enacted,
now or at any time hereafter in force, which may affect the covenants or the
performance of this Indenture; and the Company (to the extent that it may
lawfully do so) hereby expressly waives all benefit or advantage of any such law
and covenants that it will not hinder, delay or impede the execution of any
power herein granted to the Trustee, but will suffer and permit the execution of
every such power as though no such law had been enacted.

SECTION 5.16   Enforcement by Holders of Preferred Securities.

         Notwithstanding anything to the contrary contained herein, if an Event
of Default has occurred and is continuing and such event is attributable to the
failure of the Company to pay interest or principal on the Securities on the
date such interest or principal is otherwise payable, the Company acknowledges
that, in such event, a holder of Preferred Securities may institute a legal
proceeding directly for enforcement of payment to such Holder of the principal
of or interest on the Securities having a principal amount equal to the
aggregate liquidation amount of the Preferred Securities of such Holder (a
"Direct Action") on or after the respective due date specified in the
Securities. The Company may not amend this Indenture to remove the foregoing
right to bring a Direct Action without the prior written consent of all the
holders of Preferred Securities. Notwithstanding any payment made to such holder
of Preferred Securities by the Company in connection with a Direct Action, the
Company shall remain obligated to pay the principal of and interest on the
Securities (including Additional Payments, if any) held by the Trust or the
Property Trustee and the Company shall be subrogated to the rights of the holder
of such Preferred Securities with respect to payments on the Preferred
Securities to the extent of any payments made by the Company to such holder in
any Direct Action.

                                   ARTICLE VI

                                   THE TRUSTEE

SECTION 6.01   Certain Duties and Responsibilities.

         (a) Except during the continuance of an Event of Default, the Trustee
undertakes to perform such duties and only such duties as are specifically set
forth in this Indenture, and no implied covenants or obligations shall be read
into this Indenture against the Trustee.

         (b) In case an Event of Default has occurred and is continuing, and is
known to the Trustee, the Trustee shall exercise such of the rights and powers
vested in it by this Indenture, and use the same degree of care and skill in
their exercise, as a prudent person would exercise or use under the
circumstances in the conduct of his own affairs.

         (c) Notwithstanding the foregoing, (i) the duties and responsibilities
of the Trustee shall be as provided by the Trust Indenture Act and (ii) no
provision of this Indenture shall require the Trustee to expend or risk its own
funds or otherwise incur any financial liability in the performance of any of
its duties hereunder, or in the exercise of any of its rights or powers, if it
shall have reasonable grounds for believing that repayment of such funds or
adequate indemnity against such risk or liability is not reasonably assured to
it. Whether or not therein expressly so provided, every provision of this
Indenture relating to the conduct or affecting the liability of or affording
protection to the Trustee shall be subject to the provisions of this Section.

SECTION 6.02   Notice of Defaults.

         The Trustee shall give the Holders notice of any default hereunder
known to the Trustee as and to the extent provided by the Trust Indenture Act;
provided, however, that in the case of any default of the character specified in
Section 5.01(3), no such notice to Holders shall be given until at least 30 days
after the occurrence thereof. For the purpose of this Section, the term
"default" means any event which is, or after notice or lapse of time or both
would become, an Event of Default.

SECTION 6.03   Certain Rights of Trustee.

         Subject to the provisions of Section 6.01:

         (a) the Trustee may conclusively rely and shall be protected in acting
or refraining from acting upon any resolution, certificate, statement,
instrument, opinion, report, notice, request, direction, consent, order, bond,
debenture, note, other evidence of indebtedness or other paper or document
believed by it to be genuine and to have been signed or presented by the proper
party or parties;

         (b) any request or direction of the Company mentioned herein shall be
sufficiently evidenced by a Company Request or Company Order and any resolution
of the Board of Directors may be sufficiently evidenced by a Board Resolution;

         (c) whenever in the administration of this Indenture the Trustee shall
deem it desirable that a matter be proved or established prior to taking,
suffering or omitting any action hereunder, the Trustee (unless other evidence
be herein specifically prescribed) may, in the absence of bad faith on its part,
rely upon an Officers' Certificate;

         (d) the Trustee may consult with counsel of its choice and the advice
of such counsel or any Opinion of Counsel shall be full and complete
authorization and protection in respect of any action taken, suffered or omitted
by it hereunder in good faith and in reliance thereon;

         (e) the Trustee shall be under no obligation to exercise any of the
rights or powers vested in it by this Indenture at the request or direction of
any of the Holders pursuant to this Indenture, unless such Holders shall have
offered to the Trustee reasonable security or indemnity against the costs,
expenses and liabilities which might be incurred by it in compliance with such
request or direction;

         (f) the Trustee shall not be bound to make any investigation into the
facts or matters stated in any resolution, certificate, statement, instrument,
opinion, report, notice, request, direction, consent, order, bond, debenture,
note, other evidence of indebtedness or other paper or document, but the
Trustee, in its discretion, may make such further inquiry or investigation into
such facts or matters as it may see fit, and, if the Trustee shall determine to
make such further inquiry or investigation, it shall be entitled to reasonable
examination of the books, records and premises of the Company, personally or by
agent or attorney; the reasonable expense of every such investigation shall be
paid by the Company or, if paid by the Trustee, shall be repaid by the Company
upon demand, except any such expense as may be attributable to the Trustee's
negligence or bad faith;

         (g) the Trustee may execute any of the trusts or powers hereunder or
perform any duties hereunder either directly or by or through agents or
attorneys and the Trustee shall not be responsible for any misconduct or
negligence on the part of any agent or attorney appointed with due care by it
hereunder;

         (h) the Trustee shall not be liable for any action taken, suffered, or
omitted to be taken by it in good faith, without negligence or willful
misconduct, and reasonably believed by it to be authorized or within the
discretion or rights or powers conferred upon it by this Indenture; and

         (i) the Trustee shall not be charged with knowledge of any default or
Event of Default hereunder unless a Responsible Officer of the Trustee shall
have knowledge of the default or Event of Default.

SECTION 6.04   Not Responsible for Recitals or Issuance of Securities.

         The recitals contained herein and in the Securities, except the
Trustee's certificates of authentication, shall be taken as the statements of
the Company, and the Trustee assumes no responsibility for their correctness.
The Trustee makes no representations as to the validity or sufficiency of this
Indenture or of the Securities. The Trustee shall not be accountable for the use
or application by the Company of the Securities or the proceeds thereof.

SECTION 6.05   May Hold Securities.

         The Trustee, any Paying Agent, any Security Registrar or any other
agent of the Company, in its individual or any other capacity, may become the
owner or pledgee of Securities and, subject to Sections 6.08 and 6.13, may
otherwise deal with the Company with the same rights it would have if it were
not Trustee, Paying Agent, Security Registrar, or such other agent.

SECTION 6.06   Money Held in Trust.

         Money held by the Trustee in trust hereunder need not be segregated
from other funds except to the extent required by law. The Trustee shall be
under no liability for interest on any money received by it hereunder except as
otherwise agreed in writing with the Company.

SECTION 6.07   Compensation and Reimbursement.

         The Company agrees:

          (1) to pay to the Trustee from time to time such reasonable
     compensation as the Company and the Trustee shall from time to time agree
     in writing for all services rendered by it hereunder (which compensation
     shall not be limited by any provision of law in regard to the compensation
     of a trustee of an express trust);

          (2) except as otherwise expressly provided herein, to reimburse the
     Trustee upon its request for all reasonable expenses, fees, disbursements
     and advances incurred or made by the Trustee in accordance with any
     provision of this Indenture (including the reasonable compensation and the
     expenses and disbursements of its agents and counsel), except any such
     expense, disbursement or advance as may be attributable to its negligence
     or bad faith; and

          (3) to indemnify the Trustee and any predecessor Trustee for, and to
     hold it harmless against, any loss, liability or expense incurred without
     negligence or bad faith on its part, arising out of or in connection with
     the acceptance or administration of this trust, including the costs and
     expenses of defending itself against any claim or liability in connection
     with the exercise or performance of any of its powers or duties hereunder.
     The Trustee shall notify the Company promptly of any claim asserted against
     the Trustee for which it may seek indemnity. The Company shall defend the
     claim and the Trustee shall cooperate in the defense. The Trustee may have
     separate counsel and the Company shall pay the reasonable fees and expenses
     of such counsel; provided that the Company will not be required to pay such
     fees and expenses if it assumes the Trustee's defense and there is no
     conflict of interest between the Company and the Trustee in connection with
     such defense. The Company need not pay for any settlement made without its
     written consent. The Company need not reimburse any expense or indemnify
     against any loss or liability to the extent incurred by the Trustee through
     its negligence, bad faith or willful misconduct.

         To secure the Company's payment obligations in this Section 6.07, the
Company and the Holders agree that the Trustee shall have a lien prior to the
Securities on all money or property held or collected by the Trustee. Such lien
shall survive the satisfaction or discharge of this Indenture.

         The provisions of this Section 6.07 shall survive the termination of
this Indenture.

SECTION 6.08   Disqualification; Conflicting Interests.

         If the Trustee has or shall acquire a conflicting interest within the
meaning of the Trust Indenture Act, the Trustee shall either eliminate such
interest or resign, to the extent and in the manner provided by, and subject to
the provisions of, the Trust Indenture Act and this Indenture.

SECTION 6.09   Corporate Trustee Required; Eligibility.

         There shall at all times be a Trustee hereunder which shall be a Person
that is eligible pursuant to the Trust Indenture Act to act as such and has a
combined capital and surplus of at least $50,000,000 and has its Corporate Trust
Office in Wilmington, Delaware. If such Person publishes reports of condition at
least annually, pursuant to law or to the requirements of said supervising or
examining authority, then for the purposes of this Section, the combined capital
and surplus of such Person shall be deemed to be its combined capital and
surplus as set forth in its most recent report of condition so published. If at
any time the Trustee shall cease to be eligible in accordance with the
provisions of this Section, it shall resign immediately in the manner and with
the effect hereinafter specified in this Article.

SECTION 6.10   Resignation and Removal; Appointment of Successor.

         (a) No resignation or removal of the Trustee and no appointment of a
successor Trustee pursuant to this Article shall become effective until the
acceptance of appointment by the successor Trustee under Section 6.11.

         (b) The Trustee may resign at any time by giving written notice thereof
to the Company. If an instrument of acceptance by a successor Trustee shall not
have been delivered to the Trustee within 30 days after the giving of such
notice of resignation, the resigning Trustee may petition any court of competent
jurisdiction for the appointment of a successor Trustee.

         (c) The Trustee may be removed at any time by Act of the Holders of a
majority in principal amount of the Outstanding Securities, delivered to the
Trustee and to the Company.

         (d) If at any time:

          (1) the Trustee shall fail to comply with Section 6.08 after written
     request therefor by the Company or by any Holder who has been a bona fide
     Holder of a Security for at least six months; or

          (2) the Trustee shall cease to be eligible under Section 6.09 and
     shall fail to resign after written request therefor by the Company or by
     any such Holder; or

          (3) the Trustee shall become incapable of acting or shall be adjudged
     a bankrupt or insolvent or a receiver of the Trustee or of its property
     shall be appointed or any public officer shall take charge or control of
     the Trustee or of its property or affairs for the purpose of
     rehabilitation, conservation or liquidation;

then, in any such case, (i) the Company may remove the Trustee, or (ii) subject
to Section 5.14, any Holder who has been a bona fide Holder of a Security for at
least six months may, on behalf of himself and all others similarly situated,
petition any court of competent jurisdiction for the removal of the Trustee and
the appointment of a successor Trustee.

         (e) If the Trustee shall resign, be removed or become incapable of
acting, or if a vacancy shall occur in the office of Trustee for any cause, the
Company, by a Board Resolution, shall promptly appoint a successor Trustee. If,
within one year after such resignation, removal or incapability, or the
occurrence of such vacancy, a successor Trustee shall be appointed by Act of the
Holders of a majority in principal amount of the Outstanding Securities
delivered to the Company and the retiring Trustee, the successor Trustee so
appointed shall, forthwith upon its acceptance of such appointment, become the
successor Trustee and supersede the successor Trustee appointed by the Company.
If no successor Trustee shall have been so appointed by the Company or the
Holders and accepted appointment in the manner hereinafter provided, any Holder
who has been a bona fide Holder of a Security for at least six months may, on
behalf of himself and all others similarly situated, petition any court of
competent jurisdiction for the appointment of a successor Trustee.

         (f) The Company shall give written notice of each resignation and each
removal of the Trustee and each appointment of a successor Trustee to all
Holders in the manner provided in Section 1.06. Each notice shall include the
name of the successor Trustee and the address of its Corporate Trust Office.

SECTION 6.11   Acceptance of Appointment by Successor.

         Every successor Trustee appointed hereunder shall execute, acknowledge
and deliver to the Company and to the retiring Trustee an instrument accepting
such appointment, and thereupon the resignation or removal of the retiring
Trustee shall become effective and such successor Trustee, without any further
act, deed or conveyance, shall become vested with all the rights, powers, trusts
and duties of the retiring Trustee; provided, that on request of the Company or
the successor Trustee, such retiring Trustee shall, upon payment of its charges,
execute and deliver an instrument transferring to such successor Trustee all the
rights, powers and trusts of the retiring Trustee and shall duly assign,
transfer and deliver to such successor Trustee all property and money held by
such retiring Trustee hereunder. Upon request of any such successor Trustee, the
Company shall execute any and all instruments required to more fully and
certainly vest in and confirm to such successor Trustee all such rights, powers
and trusts.

         No successor Trustee shall accept its appointment unless at the time of
such acceptance such successor Trustee shall be qualified and eligible under
this Article.

SECTION 6.12   Merger, Conversion, Consolidation or Succession to Business.

         Any Person into which the Trustee may be merged or converted or with
which it may be consolidated, or any Person resulting from any merger,
conversion or consolidation to which the Trustee shall be a party, or any Person
succeeding to all or substantially all the corporate trust business of the
Trustee, shall be the successor of the Trustee hereunder; provided such Person
shall be otherwise qualified and eligible under this Article, without the
execution or filing of any paper or any further act on the part of any of the
parties hereto. In case any Securities shall have been authenticated, but not
delivered, by the Trustee then in office, any successor by merger, conversion or
consolidation to such authenticating Trustee may adopt such authentication and
deliver the Securities so authenticated with the same effect as if such
successor Trustee had itself authenticated such Securities.

SECTION 6.13   Preferential Collection of Claims Against Company.

         If and when the Trustee shall be or become a creditor of the Company
(or any other obligor upon the Securities), the Trustee shall be subject to the
provisions of the Trust Indenture Act regarding the collection of claims against
the Company (or any such other obligor).

SECTION 6.14   Co-trustees and Separate Trustees.

         At any time or times, for the purpose of meeting the legal requirements
of any applicable jurisdiction, the Company and the Trustee shall have power to
appoint, and, upon the written request of the Trustee or of the Holders of at
least 25% in principal amount of the Securities then Outstanding, the Company
shall for such purpose join with the Trustee in the execution and delivery of
all instruments and agreements necessary or proper to appoint one or more
Persons approved by the Trustee either to act as co-trustee, jointly with the
Trustee, or to act as separate trustee, in either case with such powers as may
be provided in the instrument of appointment, and to vest in such Person or
Persons in the capacity aforesaid, any property, title, right or power deemed
necessary or desirable, subject to the other provisions of this Section. If the
Company does not join in such appointment within 30 days after the receipt by it
of a request so to do, or if an Event of Default shall have occurred and be
continuing, the Trustee alone shall have power to make such appointment.

         Should any written instrument or instruments from the Company be
required by any co-trustee or separate trustee so appointed to confirm to such
co-trustee or separate trustee such property, title, right or power, any and all
such instruments shall, on request, be executed, acknowledged and delivered by
the Company.

         Every co-trustee or separate trustee shall, to the extent permitted by
law, but to such extent only, be appointed subject to the following conditions:

         (a) the Securities shall be authenticated and delivered, and all
rights, powers, duties and obligations hereunder in respect of the custody of
securities, cash and other personal property held by, or required to be
deposited or pledged with, the Trustee hereunder, shall be exercised solely, by
the Trustee;

         (b) the rights, powers, duties and obligations hereby conferred or
imposed upon the Trustee in respect of any property covered by such appointment
shall be conferred or imposed upon and exercised or performed either by the
Trustee or by the Trustee and such co-trustee or separate trustee jointly, as
shall be provided in the instrument appointing such co-trustee or separate
trustee, except to the extent that under any law of any jurisdiction in which
any particular act is to be performed, the Trustee shall be incompetent or
unqualified to perform such act, in which event such rights, powers, duties and
obligations shall be exercised and performed by such co-trustee or separate
trustee;

         (c) the Trustee at any time, by an instrument in writing executed by
it, with the concurrence of the Company, may accept the resignation of or remove
any co-trustee or separate trustee appointed under this Section, and, if an
Event of Default shall have occurred and be continuing, the Trustee shall have
power to accept the resignation of, or remove, any such co-trustee or separate
trustee without the concurrence of the Company. Upon the written request of the
Trustee, the Company shall join with the Trustee in the execution and delivery
of all instruments and agreements, necessary or proper to effectuate such
resignation or removal. A successor to any co-trustee or separate trustee so
resigned or removed may be appointed in the manner provided in this Section;

         (d) no co-trustee or separate trustee hereunder shall be personally
liable by reason of any act or omission of the Trustee, or any other such
trustee hereunder; and

         (e) any notice from the Holders of Securities delivered to the Trustee
shall be deemed to have been delivered to each such co-trustee and separate
trustee.

                                  ARTICLE VII

                HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY

SECTION 7.01   Company to Furnish Trustee Names and Addresses of Holders.

         The Company will furnish or cause to be furnished to the Trustee

         (a) semiannually, not later than [January 15] and [July 15] in each
year, a list, in such form as the Trustee may reasonably require, of the names
and addresses of the Holders as of a date not more than 15 days prior to the
delivery thereof; and

         (b) at such other times as the Trustee may request in writing, within
30 days after the receipt by the Company of any such request, a list of similar
form and content as of a date not more than 15 days prior to the time such list
is furnished;

excluding from any such list names and addresses received by the Trustee in its
capacity as Security Registrar.

SECTION 7.02   Preservation of Information; Communications to Holders.

         (a) The Trustee shall preserve, in as current a form as is reasonably
practicable, the names and addresses of Holders contained in the most recent
list furnished to the Trustee as provided in Section 7.01 and the names and
addresses of Holders received by the Trustee in its capacity as Security
Registrar. The Trustee may destroy any list furnished to it as provided in
Section 7.01 upon receipt of a new list so furnished.

         (b) The rights of Holders to communicate with other Holders with
respect to their rights under this Indenture or under the Securities, and the
corresponding rights and duties of the Trustee, shall be as provided by the
Trust Indenture Act.

         (c) Every Holder of Securities, by receiving and holding the same,
agrees with the Company and the Trustee that neither the Company nor the Trustee
nor any agent of either of them shall be held accountable by reason of any
disclosure of information as to names and addresses of Holders made pursuant to
the Trust Indenture Act.

SECTION 7.03   Reports by Trustee.

         (a) The Trustee shall transmit by first-class mail to Holders such
reports concerning the Trustee and its actions under this Indenture as may be
required pursuant to the Trust Indenture Act at the times and in the manner
provided pursuant thereto. Reports required to be transmitted at stated
intervals of not more than 12 months shall be transmitted within 60 days after
May 15 of each year commencing May 15, 2001.

         (b) A copy of each such report shall, at the time of such transmission
to Holders, be filed by the Trustee with each stock exchange upon which the
Securities are listed, with the Commission and with the Company. The Company
will notify the Trustee when the Securities are listed on any stock exchange.

SECTION 7.04   Reports by Company.

         The Company shall file with the Trustee and the Commission, and
transmit to Holders, such information, documents and other reports, and such
summaries thereof, as may be required pursuant to the Trust Indenture Act at the
times and in the manner provided pursuant to such Act; provided, that any such
information, documents or reports required to be filed with the Commission
pursuant to Section 13 or 15(d) of the Exchange Act shall be filed with the
Trustee within 15 days after the same is so required to be filed with the
Commission.

         Delivery of such reports, information and documents to the Trustee is
for informational purposes only and the Trustee's receipt of such shall not
constitute constructive notice of any information contained therein or
determinable from information contained therein, including the Company's
compliance with any of its covenants hereunder (as to which the Trustee is
entitled to rely exclusively on Officers' Certificates).

SECTION 7.05   Tax Reporting.

         The Company shall provide to the Trustee on a timely basis such
information as the Trustee requires to enable the Trustee to prepare and file
any form required to be submitted by the Company with the Internal Revenue
Service and the Holders relating to original issue discount, including, without
limitation, Form 1099-0ID or any successor form.

                                  ARTICLE VIII

              CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE

SECTION 8.01   Company May Consolidate, Etc. Only on Certain Terms.

         The Company shall not consolidate with or merge with or into any other
Person or convey, transfer or lease its properties and assets substantially as
an entirety to any Person, and no Person shall consolidate with or merge with or
into the Company or convey, transfer or lease its properties and assets
substantially as an entirety to the Company, unless:

          (1) in case the Company shall consolidate with or merge with or into
     another Person or convey, transfer or lease all or substantially all of its
     properties and assets on a consolidated basis to any Person, the Person
     formed by such consolidation or into which the Company is merged or the
     Person which acquires by conveyance, transfer or lease, all or
     substantially all of the properties and assets of the Company on a
     consolidated basis shall be a corporation, limited liability company,
     partnership or trust, shall be organized and validly existing under the
     laws of the United States of America, any State thereof or the District of
     Columbia and shall expressly assume, by an indenture supplemental hereto,
     executed and delivered to the Trustee, in form reasonably satisfactory to
     the Trustee, the due and punctual payment of the principal of and interest
     (including any Additional Payments) on all the Securities and the
     performance or observance of every covenant of this Indenture on the part
     of the Company to be performed or observed and shall have provided for
     conversion rights in accordance with Article XIII;

          (2) immediately after giving effect to such transaction and treating
     any indebtedness which becomes an obligation of the Company or a Subsidiary
     as a result of such transaction as having been incurred by the Company or
     such Subsidiary at the time of such transaction, no Event of Default, and
     no event which, after notice or lapse of time or both, would become an
     Event of Default, shall have happened and be continuing;

          (3) if at the time any Preferred Securities are outstanding, such
     consolidation or merger or conveyance, transfer or lease of assets of the
     Company is permitted under, and does not give rise to any breach or
     violation of, the Declaration or the Guarantee; and

          (4) the Company has delivered to the Trustee an Officers' Certificate
     and an Opinion of Counsel, each stating that such consolidation, merger,
     conveyance, transfer or lease and, if a supplemental indenture is required
     in connection with such transaction, such supplemental indenture, comply
     with this Article and that all conditions precedent herein provided for
     relating to such transaction have been complied with.

SECTION 8.02   Successor Substituted.

         Upon any consolidation of the Company with, or merger of the Company
into, any other Person or any conveyance, transfer or lease of all or
substantially all the properties and assets of the Company on a consolidated
basis to any Person in accordance with Section 8.01, the successor Person formed
by such consolidation or into which the Company is merged or to which such
conveyance, transfer or lease is made shall succeed to, and be substituted for,
and may exercise every right and power of, the Company under this Indenture with
the same effect as if such successor Person had been named as the Company
herein, and thereafter, except in the case of a lease, the predecessor Person
shall be relieved of all obligations and covenants under this Indenture and the
Securities.

                                   ARTICLE IX

                             SUPPLEMENTAL INDENTURES

SECTION 9.01   Supplemental Indentures Without Consent of Holders.

         Without the consent of any Holders, the Company, when authorized by a
Board Resolution, and the Trustee, at any time and from time to time, may enter
into one or more indentures supplemental hereto, in form satisfactory to the
Trustee, for any of the following purposes:

          (1) to evidence the succession of another Person to the Company and
     the assumption by any such successor of the covenants of the Company herein
     and in the Securities; or

          (2) to add to the covenants of the Company for the benefit of the
     Holders, or to surrender any right or power herein conferred upon the
     Company; or

          (3) to make provision with respect to the conversion rights of Holders
     pursuant to the requirements of Article XIII; or

          (4) to cure any ambiguity, to correct or supplement any provision
     herein which may be inconsistent with any other provision herein, or to
     make any other provisions with respect to matters or questions arising
     under this Indenture which shall not be inconsistent with the provisions of
     this Indenture; provided, that such action pursuant to this clause (4)
     shall not adversely affect the interests of the Holders of the Securities
     or, so long as any of the Preferred Securities shall remain outstanding,
     the holders of the Preferred Securities;

          (5) to comply with the requirements of the Commission in order to
     effect or maintain the qualification of this Indenture under the Trust
     Indenture Act; or

          (6) to make provision for transfer procedures, certification,
     book-entry provisions, the form of restricted securities legends, if any,
     to be placed on Securities, and all other matters required pursuant to
     Section 3.06(b) or otherwise necessary, desirable or appropriate in
     connection with the issuance of Securities to holders of Preferred
     Securities in the event of a distribution of Securities by the Trust if a
     Tax Event or Investment Company Event (as defined in the Declaration)
     occurs and is continuing.

SECTION 9.02   Supplemental Indentures with Consent of Holders.

         With the consent of the Holders of not less than a majority in
principal amount of the Outstanding Securities, by Act of said Holders delivered
to the Company and the Trustee, the Company, when authorized by a Board
Resolution, and the Trustee may enter into an indenture or indentures
supplemental hereto for the purpose of adding any provisions to or changing in
any manner or eliminating any of the provisions of this Indenture or of
modifying in any manner the rights of the Holders under this Indenture;
provided, however, that no such supplemental indenture shall, without the
consent of the Holder of each Outstanding Security affected thereby,

          (1) extend the Stated Maturity of the principal of, or any installment
     of interest (including any Additional Payments) on, such Security, or
     reduce the principal amount thereof, or reduce the rate or extend the time
     for payment of interest thereon, or reduce any premium payable upon the
     redemption thereof, or change the place of payment where, or the coin or
     currency in which, such Security or interest thereon is payable, or impair
     the right to institute suit for the enforcement of any such payment on or
     after the Stated Maturity thereof (or, in the case of redemption, on or
     after the Redemption Date), or adversely affect the right to convert such
     Security as provided in Article XIII (except as permitted by Section
     9.01(3)), or modify the provisions of this Indenture with respect to the
     subordination of the Securities in a manner adverse to the Holders;
     provided that this clause (1) shall not be construed to limit the
     application of Section 3.13,

          (2) reduce the percentage in principal amount of the Outstanding
     Securities, the consent of whose Holders is required for any such
     supplemental indenture, or the consent of whose Holders is required for any
     waiver of compliance with certain provisions of this Indenture or certain
     defaults hereunder and their consequences provided for in this Indenture,
     or

          (3) modify any of the provisions of this Section or Section 5.13,
     except to increase any such percentage or to provide that certain other
     provisions of this Indenture cannot be modified or waived without the
     consent of the Holder of each Outstanding Security affected thereby.

         Notwithstanding anything to the contrary in this Indenture or the
Declaration, if the Property Trustee is the sole holder of the Securities, so
long as any of the Preferred Securities remains outstanding, no amendment shall
be made that adversely affects the holders of such Preferred Securities, and no
termination of this Indenture shall occur, and no waiver of any Event of Default
or compliance with any covenant under this Indenture shall be effective, without
the prior consent of the holders of the percentage of the aggregate liquidation
amount of such Preferred Securities then outstanding which is at least equal to
the percentage of aggregate stated principal amount of the Outstanding
Securities as shall be required under this Indenture to effect any such
amendment, termination or waiver.

         It shall not be necessary for any Act of Holders under this Section to
approve the particular form of any proposed supplemental indenture, but it shall
be sufficient if such Act shall approve the substance thereof.

         The Company may, but shall not be obligated to, fix a record date for
the purpose of determining the Persons entitled to consent to any indenture
supplemental hereto. If a record date is fixed, the Holders on such record date,
or their duly designated proxies, and only such Persons, shall be entitled to
consent to such supplemental indenture, whether or not such Holders remain
Holders after such record date; provided, that unless such consent shall have
become effective by virtue of the requisite percentage having been obtained
prior to the date which is 90 days after such record date, any such consent
previously given shall automatically and without further action by any Holder be
canceled and of no further effect.

SECTION 9.03   Execution of Supplemental Indentures.

         In executing or accepting the additional trusts created by any
supplemental indenture permitted by this Article or the modifications thereby of
the trust created by this Indenture, the Trustee shall be entitled to receive,
and (subject to Section 6.01) shall be fully protected in relying upon, an
Opinion of Counsel stating that the execution of such supplemental indenture is
authorized or permitted by this Indenture. The Trustee may, but shall not be
obligated to, enter into any such supplemental indenture which affects the
Trustee's own rights, duties or immunities under this Indenture or otherwise.

SECTION 9.04   Effect of Supplemental Indentures.

         Upon the execution of any supplemental indenture under this Article,
this Indenture shall be modified in accordance therewith, and such supplemental
indenture shall form a part of this Indenture for all purposes; and every Holder
of Securities theretofore or thereafter authenticated and delivered hereunder
shall be bound thereby.

SECTION 9.05   Conformity with Trust Indenture Act.

         Every supplemental indenture executed pursuant to this Article shall
conform to the requirements of the Trust Indenture Act.

SECTION 9.06   Reference in Securities to Supplemental Indentures.

         Securities authenticated and delivered after the execution of any
supplemental indenture pursuant to this Article may, and shall if required by
the Trustee, bear a notation in form approved by the Trustee as to any matter
provided for in such supplemental indenture. If the Company shall so determine,
new Securities so modified as to conform, in the opinion of the Trustee and the
Company, to any such supplemental indenture, may be prepared and executed by the
Company and authenticated and delivered by the Trustee in exchange for
Outstanding Securities.

                                   ARTICLE X

                    COVENANTS; REPRESENTATIONS AND WARRANTIES

SECTION 10.01   Payment of Principal and Interest.

         The Company will duly and punctually pay the principal of (and premium,
if any) and interest on the Securities in accordance with the terms of the
Securities and this Indenture.

SECTION 10.02   Maintenance of Office or Agency.

         The Company will maintain in the United States an office or agency
where Securities may be presented or surrendered for payment, where Securities
may be surrendered for registration of transfer, exchange or conversion, and
where notices and demands to or upon the Company in respect of the Securities
and this Indenture may be served. The Company will give prompt written notice to
the Trustee of the location, and any change in the location, of such office or
agency. If at any time the Company shall fail to maintain any such required
office or agency or shall fail to furnish the Trustee with the address thereof,
such presentations, surrenders, notices and demands may be made or served at the
Corporate Trust Office of the Trustee, and the Company hereby appoints the
Trustee as its agent to receive all such presentations, surrenders, notices and
demands.

         The Company may also from time to time designate one or more other
offices or agencies (in the United States) where the Securities may be presented
or surrendered for any or all such purposes and may from time to time rescind
such designations; provided, however, that no such designation or rescission
shall in any manner relieve the Company of its obligation to maintain an office
or agency in the United States for such purposes. The Company will give prompt
written notice to the Trustee of any such designation or rescission and of any
change in the location of any such other office or agency.

SECTION 10.03   Money for Security Payments to Be Held in Trust.

         If the Company shall at any time act as its own Paying Agent, it will,
on or before each due date of the principal of or interest on any of the
Securities, segregate and hold in trust for the benefit of the Persons entitled
thereto a sum sufficient to pay the principal or interest so becoming due until
such sums shall be paid to such Persons or otherwise disposed of as herein
provided and will promptly notify the Trustee of its action or failure so to
act.

         Whenever the Company shall have one or more Paying Agents, it will,
prior to each due date of the principal of or interest on any Securities,
deposit with a Paying Agent a sum sufficient to pay the principal or interest so
becoming due, such sum to be held as provided by the Trust Indenture Act, and
(unless such Paying Agent is the Trustee) the Company will promptly notify the
Trustee of its action or failure so to act.

         The Company will cause each Paying Agent other than the Trustee to
execute and deliver to the Trustee an instrument in which such Paying Agent
shall agree with the Trustee, subject to the provisions of this Section, that
such Paying Agent will (i) comply with the provisions of the Trust Indenture Act
applicable to it as a Paying Agent and (ii) during the continuance of any
default by the Company (or any other obligor upon the Securities) in the making
of any payment in respect of the Securities, upon the written request of the
Trustee, forthwith pay to the Trustee all sums held in trust by such Paying
Agent as such.

         The Company may at any time, for the purpose of obtaining the
satisfaction and discharge of this Indenture or for any other purpose, pay, or
by Company Order direct any Paying Agent to pay, to the Trustee all sums held in
trust by the Company or such Paying Agent, such sums to be held by the Trustee
upon the same trusts as those upon which such sums were held by the Company or
such Paying Agent; and, upon such payment by any Paying Agent to the Trustee,
such Paying Agent shall be released from all further liability with respect to
such money.

         Any money deposited with the Trustee or any Paying Agent, or then held
by the Company, in trust for the payment of the principal of or interest on any
Security and remaining unclaimed for two years after such principal or interest
has become due and payable, shall be paid to the Company on Company Request, or
(if then held by the Company) shall be discharged from such trust; and the
Holder of any such Security shall thereafter, as an unsecured general creditor,
look only to the Company for payment thereof, and all liability of the Trustee
or such Paying Agent with respect to such trust money, and all liability of the
Company as trustee thereof, shall thereupon cease.

SECTION 10.04   Statement by Officers as to Default.

         The Company will deliver to the Trustee, within 120 days after the end
of each fiscal year of the Company ending after the date hereof, an Officers'
Certificate, stating whether or not to the best knowledge of the signers thereof
the Company is in default in the performance and observance of any of the
material terms, provisions and conditions of this Indenture (without regard to
any period of grace or requirement of notice provided hereunder) and, if the
Company shall be in default, specifying all such defaults and the nature and
status thereof of which they may have knowledge.

SECTION 10.05   Limitation on Dividends; Transactions with Affiliates;
                Covenants as to the Trust.

         (a) If at such time (x) there shall have occurred an Event of Default,
(y) the Company shall be in default with respect to its payment of any
obligations under the Guarantee or (z) the Company shall have given notice of
its election to begin a Deferral Period as provided herein and shall not have
rescinded such notice, or such Deferral Period shall be continuing, the Company
covenants that the Company shall not (i) declare or pay any dividends or
distributions on, or redeem, purchase, acquire or make a liquidation payment
with respect to, any of the Company's capital stock (which includes common and
preferred stock) other than stock dividends which consist of stock of the same
class as that on which the dividends are being paid, (ii) make any payment of
principal, interest or premium, if any, on or repay or repurchase or redeem any
debt securities of the Company that rank pari passu with or junior in interest
to the Securities or (iii) make any guarantee payments with respect to any
guarantee by the Company of the debt securities of any subsidiary of the Company
if such guarantee ranks pari passu with or junior in interest to the Securities
(in each case, other than (A) dividends or distributions in Class B Common
Stock, (B) any declaration of a dividend in connection with the implementation
of a stockholders' rights plan, or the issuance of stock under any such plan in
the future, or the redemption or repurchase of any such rights pursuant thereto,
(C) payments under the Guarantee, (D) purchases or acquisitions of shares of the
Class B Common Stock in connection with the satisfaction by the Company of its
obligations under any employee benefit plan or any other contractual obligation
of the Company (other than a contractual obligation ranking pari passu with or
junior in interest to the Securities), (E) as a result of a reclassification of
the Company's capital stock or the exchange or conversion of one class or series
of the Company's capital stock for another class or series of the Company's
capital stock or (F) the purchase of fractional interests in shares of the
Company's capital stock pursuant to the conversion or exchange provisions of
such capital stock or the security being converted or exchanged).

         (b) The Company also covenants and agrees (i) for so long as the
Preferred Securities remain outstanding, (a) to maintain directly or indirectly
100% ownership of the Common Securities, provided that certain successor Persons
in transactions which are permitted by Article VIII may succeed to the Company's
ownership of the Common Securities, (b) not to voluntarily terminate, wind-up or
liquidate the Trust, except in connection with (I) a distribution of the
Securities to the holders of the Trust Securities in liquidation of the Trust,
(II) the redemption of all Trust Securities or (III) certain mergers,
consolidations or amalgamations permitted by the Declaration, and (c) not to
convert Securities except pursuant to a notice of conversion delivered to the
Conversion Agent by a Holder or by a holder of Preferred Securities, (ii) to use
its reasonable efforts, consistent with the terms and provisions of the
Declaration, to cause the Trust to remain classified as a grantor trust and not
taxable as a corporation for United States federal income tax purposes, (iii) to
maintain the reservation for issuance of the number of shares of Class B Common
Stock that would be required from time to time upon the conversion of all the
Securities then outstanding, (iv) to deliver shares of Class B Common Stock upon
an election by a Holder to convert such Securities (or by a holder of Preferred
Securities to convert such securities) into or for Class B Common Stock, and (v)
to honor all obligations relating to the conversion or exchange of Preferred
Securities into or for Class B Common Stock or Securities.

SECTION 10.06   Payment of Expenses of the Trust.

         In connection with the offering, sale and issuance of the Securities to
the Property Trustee in connection with the sale of the Trust Securities by the
Trust, the Company shall:

         (a) pay for all costs, fees and expenses relating to the offering, sale
and issuance of the Securities, including commissions to the Initial Purchasers
payable pursuant to the Purchase Agreement and compensation of the Trustee under
the Indenture in accordance with the provisions of Section 6.07 of the
Indenture;

         (b) be responsible for and pay for all debts and obligations (other
than with respect to the Trust Securities) of the Trust, pay for all costs and
expenses of the Trust (including, but not limited to, costs and expenses
relating to the organization of the Trust, the offering, sale and issuance of
the Trust Securities (including commissions to the Initial Purchasers in
connection therewith), the fees and expenses of the Property Trustee and the
Delaware Trustee, the costs and expenses relating to the operation of the Trust,
including without limitation, costs and expenses of accountants, attorneys,
statistical or bookkeeping services, expenses for printing and engraving and
computing or accounting equipment, paying agent(s), registrar(s), transfer
agent(s), duplicating, travel and telephone and other telecommunications
expenses and costs and expenses incurred in connection with the acquisition,
financing, and disposition of Trust assets); and

         (c) pay any and all taxes (other than United States withholding taxes
attributable to the Trust or its assets) and all liabilities, costs and expenses
with respect to such taxes of the Trust.

SECTION 10.07   Registration Rights.

         The holders of the Preferred Securities, the Securities, the Guarantee
and the shares of Class B Common Stock of the Company issuable upon conversion
of the Securities (collectively, the "Registrable Securities") are entitled to
the benefits of a Registration Rights Agreement, dated as of November 10, 2000,
among the Company, the Trust and the Initial Purchasers (the "Registration
Rights Agreement"). Pursuant to the Registration Rights Agreement the Company
and the Trust have agreed for the benefit of the holders of the Registrable
Securities that (i) they will, at the Company's sole expense, prior to 90 days
after the First Closing Date (as defined in the Registration Rights Agreement),
file a shelf registration statement (the "Shelf Registration Statement") with
the Commission with respect to resales of the Registrable Securities, (ii) they
will use their best efforts to cause such Shelf Registration Statement to be
declared effective under the Securities Act prior to 180 days after the First
Closing Date and (iii) they will use their best efforts to maintain such
Registration Statement continuously effective under the Securities Act (subject
to certain exceptions under the Registration Rights Agreement) until the second
anniversary of the effectiveness of the Shelf Registration Statement or such
other period as shall be required under Rule 144(k) thereunder or any successor
rule or regulation thereto or such earlier date as is provided in the
Registration Rights Agreement. If the Company fails to comply with either of
clauses (ii) or (iii) above, subject to certain exceptions provided in the
Registration Rights Agreement, (a "Registration Default") then, at such time,
the Applicable Rate will increase by 50 basis points (.50%). Such increase will
remain in effect from and including the date on which any such Registration
Default shall occur to but excluding the date on which all Registration Defaults
have been cured, on which date the interest rate on the Securities will revert
to the interest rate originally borne by the Securities.

                                   ARTICLE XI

                            REDEMPTION OF SECURITIES

SECTION 11.01   Optional Redemption.

         The Company shall have the right to redeem the Securities (an "Optional
Redemption") in whole or in part, at any time or from time to time on or after
November 20, 2003, at a Redemption Price (the "Optional Redemption Price") equal
to the prices per $50 principal amount of Securities set forth in the following
table, plus accrued and unpaid interest, including Additional Payments, if any,
to the Redemption Date, if redeemed during the 12-month period ending on
November 19:

                                          Price Per $50
                        Year              Principal Amount
                    ------------          ----------------

                        2004..........        $51.50
                        2005..........        $51.00
                        2006..........        $50.50
                        2007..........        $50.00

and thereafter at $50 per $50 principal amount of the Securities plus, in each
case, any accrued and unpaid interest, including Additional Payments, if any, to
the Redemption Date. The Company shall not exercise its Optional Redemption
right during a Deferral Period unless all accrued and unpaid interest, including
Additional Payments, if any, to the Interest Payment Date immediately preceding
the Redemption Date shall have been paid in full on or before the date on which
notice of such redemption has been given.

SECTION 11.02  Tax Event Redemption.

         If a Tax Event has occurred and is continuing and:

         (1) the Company has received a Redemption Tax Opinion; or

         (2) the Issuer Trustees shall have been informed by nationally
recognized independent tax counsel (reasonably acceptable to the Issuer
Trustees) experienced in such matters that a No Recognition Opinion cannot be
delivered,

then the Company shall have the right upon not less than 20 days, nor more than
60 days, notice to the Holders of the Securities to redeem the Securities in
whole, but not in part, for cash at $50 per $50 principal amount of the
Securities plus accrued and unpaid interest, including Additional Payments, if
any, to the Redemption Date, within 90 days following the occurrence of such Tax
Event (the "90 Day Period"); provided, however, that if, at the time there is
available to the Company or the Trust the opportunity to eliminate, within the
90 Day Period, the Tax Event by taking some ministerial action, including, but
not limited to, filing a form or making an election, or pursuing some other
similar reasonable measure which, in the sole judgment of the Company, will have
no adverse effect on the Company, the Trust or the Holders of the Preferred
Securities and will involve no material cost, then the Company or the Trust
shall pursue such ministerial action or other measure in lieu of redemption; and
provided further that the Company shall have no right to redeem the Securities
while the Trust is pursuing any ministerial action or other similar measure
pursuant to its obligations under the Declaration.

         If the Company opts not to redeem the Securities pursuant to this
Section 11.02, the Company shall be required to pay Additional Sums in respect
of the Securities pursuant to Section 3.01 for so long as (i) a Tax Event has
occurred and is continuing and (ii) the Property Trustee is the sole Holder of
the Securities.

SECTION 11.03  Selection by Trustee of Securities to Be Redeemed.

         If less than all the Securities are to be redeemed (unless such
redemption affects only a single Security), the particular Securities to be
redeemed shall be selected not more than 60 days prior to the Redemption Date by
the Trustee by such method as the Trustee shall deem fair and appropriate, from
the Outstanding Securities not previously called for redemption. Such selection
method may provide for the selection for redemption of portions (equal to $50 or
any integral multiple thereof) of the principal amount of the Securities.

         The Trustee shall promptly notify the Company in writing of the
Securities selected for redemption as aforesaid and, in case of any Securities
selected for partial redemption as aforesaid, the principal amount thereof to be
redeemed.

         The provisions of the two preceding paragraphs shall not apply with
respect to any redemption affecting only a single Security, whether such
Security is to be redeemed in whole or in part. In the case of any such
redemption in part, the unredeemed portion of the principal amount of the
Security shall be in an authorized denomination (which shall not be less than
the minimum authorized denomination) for such Security.

         For all purposes of this Indenture, unless the context otherwise
requires, all provisions relating to the redemption of Securities shall relate,
in the case of any Securities redeemed or to be redeemed only in part, to the
portion of the principal amount of such Securities which has been or is to be
redeemed.

SECTION 11.04  Notice of Redemption.

         Notice of redemption shall be given by first-class mail, postage
prepaid, mailed not less than 20 nor more than 60 days prior to the Redemption
Date, to each Holder of Securities to be redeemed, at such Holder's address
appearing in the Security Register.

         All notices of redemption given pursuant to this Article XI shall
identify the Securities to be redeemed (including, if relevant, CUSIP number)
and shall state:

          (1) the Redemption Date,

          (2) the Redemption Price,

          (3) that on the Redemption Date the Redemption Price will become due
     and payable upon each such Security to be redeemed and that interest
     thereon will cease to accrue on and after said date,

          (4) the place or places where such Securities are to be surrendered
     for payment of the Redemption Price,

          (5) the date on which the right to convert the Securities to be
     redeemed will terminate and the places where such Securities may be
     surrendered for conversion, and

          (6) if less than all Outstanding Securities are to be redeemed, the
     identification (and, in the case of partial redemption, the respective
     principal amounts) of the particular Securities to be redeemed.

         Notice of redemption of Securities to be redeemed at the election of
the Company shall be given by the Company or, at the Company's request, by the
Trustee in the name and at the expense of the Company.

SECTION 11.05   Deposit of Redemption Price.

         Prior to 12:00 noon on any Redemption Date, the Company shall deposit
with the Trustee or with a Paying Agent (or, if the Company is acting as its own
Paying Agent, segregate and hold in trust as provided in Section 10.03) an
amount of money sufficient to pay the Redemption Price of, and (except if the
Redemption Date shall be an Interest Payment Date) accrued interest on, all the
Securities which are to be redeemed on that date.

         If any Security called for redemption is converted, any money deposited
with the Trustee or with any Paying Agent or so segregated and held in trust for
the redemption of such Security shall (subject to any right of the Holder of
such Security or any Predecessor Security to receive interest as provided in the
last paragraph of Section 3.08) be paid to the Company upon Company Request or,
if then held by the Company, shall be discharged from such trust.

SECTION 11.06   Securities Payable on Redemption Date.

         Notice of redemption having been given as aforesaid, the Securities so
to be redeemed shall, on the Redemption Date, become due and payable at the
Redemption Price therein specified, and from and after such date (unless the
Company shall default in the payment of the Redemption Price and accrued
interest) such Securities shall cease to bear interest. Upon surrender of any
such Security for redemption in accordance with said notice, such Security shall
be paid by the Company at the Redemption Price; provided, however, that
installments of interest whose Stated Maturity is on or prior to the Redemption
Date shall be payable to the Holders of such Securities, or one or more
Predecessor Securities, registered as such at the close of business on the
relevant Record Dates according to the terms and the provisions of Section 3.08.
In the event that any date on which any Redemption Price is payable is not a
Business Day, then payment of the Redemption Price payable on such date will be
made on the next succeeding day which is a Business Day (and without any
interest or other payment in respect of any such delay), except that, if such
Business Day is in the next succeeding calendar year, such payment shall be made
on the immediately preceding Business Day, with the same force and effect as if
made on such date.

         If any Security called for redemption shall not be so paid upon
surrender thereof for redemption, the principal shall, until paid, bear interest
from the Redemption Date at the rate borne by the Security.

SECTION 11.07   Securities Redeemed in Part.

         (a) In the event of any redemption in part, the Company shall not be
required (i) to issue, register the transfer of or exchange any Security during
a period beginning at the opening of business 15 days before the date of the
mailing of a notice of redemption of Securities selected for redemption and
ending at the close of business on the earliest date on which the notice of
resumption is deemed to have been given to all Holders of Securities to be
redeemed and (ii) to register the transfer of or exchange any Securities so
selected for redemption, in whole or in part, except for the unredeemed portion
of any Securities being redeemed in part.

         (b) If a partial redemption of the Securities would result in the
delisting of the Preferred Securities issued by the Trust from any national
securities exchange or other organization on which the Preferred Securities are
listed, the Company shall not be permitted to effect such partial redemption and
may only redeem the Securities in whole.

         (c) Any Security which is to be redeemed only in part shall be
surrendered at a place of payment therefor (with, if the Company or the Trustee
so requires, due endorsement by, or a written instrument of transfer in form
satisfactory to the Company and the Trustee duly executed by, the Holder thereof
or his attorney duly authorized in writing), and the Company shall execute, and
the Trustee shall authenticate and make available for delivery to the Holder of
such Security without service charge, a new Security or Securities, of any
authorized denomination as requested by such Holder, in aggregate principal
amount equal to and in exchange for the unredeemed portion of the principal of
the Security so surrendered. If a Global Security is surrendered, such new
Security will (subject to Section 3.06) also be a new Global Security.

                                  ARTICLE XII

                           SUBORDINATION OF SECURITIES

SECTION 12.01   Agreement to Subordinate.

         The Company covenants and agrees, and each Holder of Securities by such
Holder's acceptance thereof likewise covenants and agrees, that all Securities
shall be issued subject to the provisions of this Article XII; and each Holder
of a Security, whether upon original issue or upon transfer or assignment
thereof, accepts and agrees to be bound by such provisions. The payment by the
Company of the principal of, premium, if any, and interest (including Additional
Payments) on all Securities issued hereunder shall, to the extent and in the
manner hereinafter set forth, be subordinated and junior in right of payment to
the prior payment in full of all Senior Obligations, whether outstanding at the
date of this Indenture or thereafter incurred; provided, however, that no
provision of this Article XII shall prevent the occurrence of any default or
Event of Default hereunder.

SECTION 12.02   Default on Senior Obligations.

         In the event and during the continuation of any default by the Company
in the payment of principal, premium, interest or any other payment due on any
Senior Obligations continuing beyond the period of grace, if any, specified in
the instrument evidencing such Senior Obligations, unless and until such default
shall have been cured or waived or shall have ceased to exist, and in the event
that the maturity of any Senior Obligations has been accelerated because of a
default, then no payment shall be made by the Company with respect to the
principal of (including redemption payments), premium, if any, or interest on
the Securities.

         In the event that, notwithstanding the foregoing, any payment shall be
received by the Trustee when such payment is prohibited by the preceding
paragraph of this Section 12.02, subject to Section 12.06, such payment shall be
held in trust for the benefit of, and shall be paid over or delivered to, the
holders of Senior Obligations or their respective representatives, or to the
trustee or trustees under any indenture pursuant to which any of such Senior
Obligations may have been issued, as their respective interests may appear, but
only to the extent that the holders of the Senior Obligations (or their
representative or representatives or a trustee) notify the Trustee in writing
within 90 days of such payment of the amounts then due and owing on the Senior
Obligations and only the amounts specified in such notice to the Trustee shall
be paid to the holders of Senior Obligations.

SECTION 12.03   Liquidation; Dissolution; Bankruptcy.

         Upon any payment by the Company or distribution of assets of the
Company of any kind or character, whether in cash, property or securities, to
creditors upon any dissolution or winding up or liquidation or reorganization of
the Company, whether voluntary or involuntary, or in bankruptcy, insolvency,
receivership or other proceedings, all amounts (including principal, premium, if
any, and interest) due or to become due upon all Senior Obligations (including
any interest accruing subsequent to the filing of a petition for bankruptcy
regardless of whether such interest is an allowed claim in the bankruptcy
proceeding) shall first be paid in full in cash, or payment thereof provided for
in money in accordance with and to the extent permitted by the terms of such
Senior Obligations, before any payment is made on account of the principal (and
premium, if any) or interest on the Securities; and upon any such dissolution or
winding up or liquidation or reorganization, any payment by the Company, or
distribution of assets of the Company of any kind or character, whether in cash,
property or securities, to which the Holders of the Securities or the Trustee
would be entitled, except for the provisions of this Article XII, shall be paid
by the Company or by any receiver, trustee in bankruptcy, liquidating trustee,
agent or other Person making such payment or distribution, or by the Holders of
the Securities or by the Trustee under this Indenture if received by them or it,
directly to the holders of Senior Obligations (pro rata to such holders on the
basis of the respective amounts of Senior Obligations held by such holders, as
calculated by the Company) or their representative or representatives, or to the
trustee or trustees under any indenture pursuant to which any instruments
evidencing such Senior Obligations may have been issued, as their respective
interests may appear, to the extent necessary to pay such Senior Obligations in
full, in cash or in money's worth in accordance with and to the extent permitted
by the terms of such Senior Obligations, after giving effect to any concurrent
payment or distribution to or for the holders of such Senior Obligations, before
any payment or distribution is made to the Holders of Securities or to the
Trustee.

         In the event that, notwithstanding the foregoing, any payment or
distribution of assets of the Company of any kind or character, whether in cash,
property or securities, prohibited by the foregoing shall be received by the
Trustee or the Holders of the Securities before all Senior Obligations is paid
in full in cash, or provision is made for such payment in money in accordance
and to the extent permitted by the terms of such Senior Obligations subject to
Section 12.06, such payment or distribution shall be held in trust for the
benefit of and shall be paid over or delivered to the holders of Senior
Obligations or their representative or representatives, or to the trustee or
trustees under any indenture pursuant to which any instruments evidencing such
Senior Obligations may have been issued, and their respective interests may
appear, as calculated by the Company, for application to the payment of all
Senior Obligations remaining unpaid to the extent necessary to pay such Senior
Obligations in full in cash or in money's worth in accordance with and to the
extent permitted by the terms of such Senior Obligations, after giving effect to
any concurrent payment or distribution to or for the holders of such Senior
Obligations.

         For purposes of this Article XII, the words, "cash, property or
securities" shall not be deemed to include shares of stock of the Company as
reorganized or readjusted, or securities of the Company or any other corporation
provided for by a plan of reorganization or readjustment, the payment of which
is subordinated at least to the extent provided in this Article XII with respect
to the Securities to the payment of all Senior Obligations which may at the time
be outstanding; provided that (i) such Senior Obligations is assumed by the new
corporation, if any, resulting from any such reorganization or readjustment, and
(ii) the rights of the holders of such Senior Obligations are not, without the
consent of such holders, altered by such reorganization or readjustment. The
consolidation of the Company with, or the merger of the Company with or into,
another Person or the liquidation or dissolution of the Company following the
conveyance, transfer or lease of all or substantially all its properties and
assets on a consolidated basis to another Person upon the terms and conditions
provided for in Article VIII hereof shall not be deemed a dissolution, winding
up, liquidation or reorganization for the purposes of this Section 12.03 if such
other Person shall, as a part of such consolidation, merger, conveyance,
transfer or lease, comply with the conditions stated in Article VIII hereof.
Nothing in Section 12.02 or in this Section 12.03 shall apply to claims of, or
payments to, the Trustee under or pursuant to Section 6.07 hereof.

SECTION 12.04   Subrogation.

         Subject to the prior payment in full of all Senior Obligations in cash
or in money's worth in accordance with and to the extent permitted by the terms
of such Senior Obligations, the rights of the Holders of the Securities shall be
subrogated to the rights of the holders of such Senior Obligations to receive
payments or distributions of cash, property or securities of the Company, as the
case may be, applicable to such Senior Obligations until the principal of (and
premium, if any) and interest on the Securities shall be paid in full; and, for
the purposes of such subrogation, no payments or distributions to the holders of
such Senior Obligations of any cash, property or securities to which the Holders
of the Securities or the Trustee would be entitled except for the provisions of
this Article XII, and no payment pursuant to the provisions of this Article XII,
to or for the benefit of the holders of such Senior Obligations by Holders of
the Securities or the Trustee, shall, as between the Company, its creditors
other than holders of Senior Obligations, and the Holders of the Securities, be
deemed to be a payment by the Company to or on account of such Senior
Obligations. It is understood that the provisions of this Article XII are and
are intended solely for the purposes of defining the relative rights of the
Holders of the Securities, on the one hand, and the holders of such Senior
Obligations on the other hand.

         Nothing contained in this Article XII or elsewhere in this Indenture or
in the Securities is intended to or shall impair, as between the Company, its
creditors other than the holders of Senior Obligations, and the Holders of the
Securities, the obligation of the Company, which is absolute and unconditional,
to pay to the Holders of the Securities the principal of (and premium, if any)
and interest on the Securities as and when the same shall become due and payable
in accordance with their terms, or is intended to or shall affect the relative
rights of the Holders of the Securities and creditors of the Company, as the
case may be, other than the holders of Senior Obligations, nor shall anything
herein or therein prevent the Trustee or the Holder of any Security from
exercising all remedies otherwise permitted by applicable law upon default under
this Indenture, subject to the rights, if any, under this Article XII of the
holders of such Senior Obligations in respect of cash, property or securities of
the Company, as the case may be, received upon the exercise of any such remedy.

         Upon any payment or distribution of assets of the Company referred to
in this Article XII, the Trustee, subject to the provisions of Section 6.03, and
the Holders of the Securities shall be entitled to rely upon any order or decree
made by any court of competent jurisdiction in which such dissolution, winding
up, liquidation or reorganization proceedings are pending, or a certificate of
the receiver, trustee in bankruptcy, liquidation trustee, agent or other Person
making such payment or distribution, delivered to the Trustee or to the Holders
of the Securities, for the purposes of ascertaining the Persons entitled to
participate in such distribution, the holders of the Senior Obligations and
other indebtedness of the Company, as the case may be, the amount thereof or
payable thereon, the amount or amounts paid or distributed thereon and all other
facts pertinent thereto or to this Article XII.

SECTION 12.05   Trustee to Effectuate Subordination.

         Each Holder of Securities by such Holder's acceptance thereof
authorizes and directs the Trustee on such Holder's behalf to take such action
as may be necessary or appropriate to effectuate the subordination provided in
this Article XII and appoints the Trustee as such Holder's attorney-in-fact for
any and all such purposes.

SECTION 12.06   Notice by the Company.

         The Company shall give prompt written notice to a Responsible Officer
of the Trustee of any fact known to the Company which would prohibit the making
of any payment of monies to or by the Trustee in respect of the Securities
pursuant to the provisions of this Article XII. Notwithstanding the provisions
of this Article XII or any other provision of this Indenture, the Trustee shall
not be charged with knowledge of the existence of any facts which would prohibit
the making of any payment of monies to or by the Trustee in respect of the
Securities pursuant to the provisions of this Article XII unless and until a
Responsible Officer of the Trustee shall have received written notice thereof at
the Corporate Trust Office of the Trustee from the Company or a holder or
holders of Senior Obligations or from any trustee therefor; and before the
receipt of any such written notice, the Trustee, subject to the provisions of
Section 6.03 hereof, shall be entitled in all respects to assume that no such
facts exist; provided, however, that if the Trustee shall not have received the
notice provided for in this Section 12.06 at least five Business Days prior to
the date upon which by the terms hereof any money may become payable for any
purpose (including, without limitation, the payment of the principal of (and
premium, if any) or interest on any Security), then, anything herein contained
to the contrary notwithstanding, the Trustee shall have full power and authority
to receive such money and to apply the same to the purposes for which it was
received, and shall not be affected by any notice to the contrary which may be
received by it within five Business Days prior to such date.

         The Trustee, subject to the provisions of Section 6.03, shall be
entitled to rely on the delivery to it of a written notice by a Person
representing himself to be a holder of Senior Obligations (or a trustee on
behalf of such holder) to establish that such notice has been given by a holder
of such Senior Obligations or a trustee on behalf of any such holder or holders.
In the event that the Trustee determines in good faith that further evidence is
required with respect to the right of any Person as a holder of Senior
Obligations to participate in any payment or distribution pursuant to this
Article XII, the Trustee may request such Person to furnish evidence to the
reasonable satisfaction of the Trustee as to the amount of Senior Obligations
held by such Person, the extent to which such Person is entitled to participate
in such payment or distribution and any other facts pertinent to the right of
such Person under this Article XII, and, if such evidence is not furnished, the
Trustee may defer any payment to such Person pending judicial determination as
to the right of such Person to receive such payment.

SECTION 12.07   Rights of the Trustee; Holders of Senior Obligations.

         The Trustee in its individual capacity shall be entitled to all the
rights set forth in this Article XII in respect of any Senior Obligations at any
time held by it, to the same extent as any other holder of Senior Obligations,
and nothing in this Indenture shall deprive the Trustee of any of its rights as
such holder.

         With respect to the holders of Senior Obligations of the Company, the
Trustee undertakes to perform or to observe only such of its covenants and
obligations as are set forth in this Article XII, and no implied covenants or
obligations with respect to the holders of such Senior Obligations shall be read
into this Indenture against the Trustee. The Trustee shall not be deemed to owe
any fiduciary duty to the holders of such Senior Obligations and, subject to the
provisions of Section 6.03, the Trustee shall not be liable to any holder of
such Senior Obligations if it shall pay over or deliver to Holders of
Securities, the Company or any other Person money or assets to which any holder
of such Senior Obligations shall be entitled by virtue of this Article XII or
otherwise, unless such payment is made as a result of the willful misconduct or
gross negligence of the Trustee.

SECTION 12.08   Subordination May Not Be Impaired.

         No right of any present or future holder of any Senior Obligations to
enforce subordination as herein provided shall at any time in any way be
prejudiced or impaired by any act or failure to act on the part of the Company
or by any act or failure to act, in good faith, by any such holder, or by any
noncompliance by the Company with the terms, provisions and covenants of this
Indenture, regardless of any knowledge thereof which any such holder may have or
otherwise be charged with.

         Without in any way limiting the generality of the foregoing paragraph,
the holders of Senior Obligations may, at any time and from time to time,
without the consent of or notice to the Trustee or the Holders of the
Securities, without incurring responsibility to the holders of the Securities
and without impairing or releasing the subordination provided in this Article
XII or the obligations hereunder of the Holders of the Securities to the holders
of Senior Obligations, do any one or more of the following: (i) change the
manner, place or terms of payment or extend the time of payment of, or renew or
alter, such Senior Obligations, or otherwise amend or supplement in any manner
such Senior Obligations or any instrument evidencing the same or any agreement
under which such Senior Obligations is outstanding; (ii) sell, exchange, release
or otherwise deal with any property pledged, mortgaged or otherwise securing
such Senior Obligations; (iii) release any Person liable in any manner for the
collection of such Senior Obligations; and (iv) exercise or refrain from
exercising any rights against the Company and any other Person.

                                  ARTICLE XIII

                            CONVERSION OF SECURITIES

SECTION 13.01   Conversion Rights.

         Subject to and upon compliance with the provisions of this Article, the
Securities are convertible, at the option of the Holder, at any time prior to
5:00 p.m. New York City time on the Business Day immediately preceding November
15, 2030 into fully paid and nonassessable shares of Class B Common Stock at an
initial conversion price of $60 principal amount of Securities per share of
Class B Common Stock (the "Initial Conversion Price") for each $50 in aggregate
principal amount of Securities (equal to an initial conversion ratio of
approximately 0.8333 shares of Class B Common Stock for each $50 in aggregate
principal amount of Securities). The conversion price in effect at any given
time is known as the "Applicable Conversion Price" and is subject to adjustment
as described in this Article XIII. A Holder of Securities may convert any
portion of the principal amount of the Securities into that number of fully paid
and nonassessable shares of Class B Common Stock (calculated as to each
conversion to the nearest 1/100th of a share) obtained by dividing the principal
amount of the Securities to be converted by the Applicable Conversion Price. In
case a Security or portion thereof is called for redemption, such conversion
right in respect of the Security or portion so called shall expire at the close
of the Business Day immediately preceding the corresponding Redemption Date,
unless the Company defaults in making the payment due upon redemption.

SECTION 13.02   Conversion Procedures.

         (a) In order to convert all or a portion of the Securities, the Holder
thereof shall deliver to the Conversion Agent an irrevocable Notice of
Conversion setting forth the principal amount of Securities to be converted,
together with the name or names, if other than the Holder, in which the shares
of Class B Common Stock should be issued upon conversion and, if such Securities
are definitive Securities, surrender to the Conversion Agent the Securities to
be converted, duly endorsed or assigned to the Company or in blank. In addition,
a holder of Preferred Securities may exercise its right under the Declaration to
convert such Preferred Securities into Class B Common Stock by delivering to the
Conversion Agent an irrevocable Notice of Conversion setting forth the
information called for by the preceding sentence and directing the Conversion
Agent (i) to exchange such Preferred Security for a portion of the Securities
held by the Trust (at an exchange rate of $50 principal amount of Securities for
each Preferred Security) and (ii) to immediately convert such Securities, on
behalf of such holder, into Class B Common Stock of the Company pursuant to this
Article XIII and, if such Preferred Securities are in definitive form,
surrendering such Preferred Securities, duly endorsed or assigned to the Company
or in blank. So long as any Preferred Securities are outstanding, the Trust
shall not convert any Securities except pursuant to a Notice of Conversion duly
executed and delivered to the Conversion Agent by a holder of Preferred
Securities.

         If a Notice of Conversion is delivered on or after the Regular Record
Date and prior to the subsequent Interest Payment Date, the Holder will be
entitled to receive the interest payable on the subsequent Interest Payment Date
on the portion of Securities to be converted notwithstanding the conversion
thereof prior to such Interest Payment Date. Except as otherwise provided in the
immediately preceding sentence, in the case of any Security which is converted,
interest whose Stated Maturity is after the date of conversion of such Security
shall not be payable, and the Company shall not make nor be required to make any
other payment, adjustment or allowance with respect to accrued but unpaid
interest on the Securities being converted, which shall be deemed to be paid in
full. Each conversion shall be deemed to have been effected immediately prior to
the close of business on the day on which the Notice of Conversion was received
(the "Conversion Date") by the Conversion Agent from the Holder or from a holder
of the Preferred Securities effecting a conversion thereof pursuant to its
conversion rights under the Declaration, as the case may be. The Person or
Persons entitled to receive the Class B Common Stock issuable upon such
conversion shall be treated for all purposes as the record holder or holders of
such Class B Common Stock as of the Conversion Date and such Person or Persons
will cease to be a record Holder or record Holders of the Securities on that
date; provided, however, that if the transfer books of the Company Class B
Common Stock shall be closed on said Conversion Date, the Company shall not be
required to issue any shares on such conversion until the date on which such
transfer books shall be reopened and such Person or Persons shall not be deemed
to have become the holder or holders of record of such shares until the date on
which such transfer books shall be reopened, but such conversion shall
nevertheless be effected when such transfer books shall be reopened at the
Conversion Price in effect on and otherwise as the date on which such Security
shall have been surrendered to and such Notice of Conversion received by the
Company as aforesaid. As promptly as practicable on or after the Conversion
Date, the Company shall issue and deliver at the office of the Conversion Agent,
unless otherwise directed by the Holder in the Notice of Conversion, a
certificate or certificates for the number of full shares of Class B Common
Stock issuable upon such conversion, together with the cash payment, if any, in
lieu of any fraction of any share to the Person or Persons entitled to receive
the same. The Conversion Agent shall deliver such certificate or certificates to
such Person or Persons.

         (b) Subject to any right of the Holder of such Security or any
Predecessor Security to receive interest as provided in the last paragraph of
Section 3.08 and the second paragraph of clause (a) of Section 13.02, the
Company's delivery upon conversion of the whole number of shares of Class B
Common Stock into which the Securities are convertible (together with the cash
payment, if any, in lieu of fractional shares) shall be deemed to satisfy the
Company's obligation to pay the principal amount at Maturity of the portion of
Securities so converted and any unpaid interest (including Additional Payments)
accrued on such Securities at the time of such conversion.

         (c) No fractional shares of Class B Common Stock will be issued as a
result of conversion, but in lieu thereof, the Company shall pay to the
Conversion Agent a cash adjustment in an amount equal to the same fraction of
the Closing Price of such fractional interest on the date on which the
Securities or Preferred Securities, as the case may be, were duly surrendered to
the Conversion Agent for conversion, or, if such day is not a Trading Day, on
the next Trading Day, and the Conversion Agent in turn will make such payment,
if any, to the Holder of the Securities or the holder of the Preferred
Securities so converted.

         (d) In the event of the conversion of any Security in part only, a new
Security or Securities for the unconverted portion thereof will be issued in the
name of the Holder thereof upon the cancellation thereof in accordance with
Section 3.06.

         (e) In effecting the conversion transactions described in this Section,
the Conversion Agent is acting as agent of the holders of Preferred Securities
(in the exchange of Preferred Securities for Securities) and as agent of the
Holders of Securities (in the conversion of Securities into Class B Common
Stock), as the case may be, directing it to effect such conversion transactions.
The Conversion Agent is hereby authorized (x) if the Trust exists, (i) to
exchange Securities held by or on behalf of the Trust from time to time for
Preferred Securities in connection with the conversion of such Preferred
Securities in accordance with this Article XIII and (ii) to convert all or a
portion of the Securities into Class B Common Stock and thereupon to deliver
such shares of Class B Common Stock in accordance with the provisions of this
Article XIII and to deliver to the Trust a new Security or Securities for any
Securities held by the Holders and not converted in connection with the
conversion of such Securities in accordance with this Article XIII and (y) if
the Trust has been dissolved and the Securities have been distributed to the
holders of the Preferred Securities, to convert all or a portion of the
Securities into Class B Common Stock and thereupon to deliver such shares of
Class B Common Stock in accordance with the provisions of this Article XIII and
to deliver to such Holders a new Security or Securities for any resulting
unconverted principal amount.

         (f) All shares of Class B Common Stock delivered upon any conversion of
Restricted Securities shall bear a restrictive legend substantially in the form
of the legend required to be set forth on such Securities and shall be subject
to the restrictions on transfer provided in such legend and in Section 3.06(b)
hereof. Neither the Trustee nor the Conversion Agent shall have any
responsibility for the inclusion or content of any such restrictive legend on
such Class B Common Stock; provided, however, that the Trustee or the Conversion
Agent shall have provided to the Company or to the Company's transfer agent for
such Class B Common Stock, prior to or concurrently with a request to the
Company to deliver to such Conversion Agent certificates for such Class B Common
Stock, written notice that the Securities delivered for conversion are
Restricted Securities.

SECTION 13.03   Conversion Price Adjustments.

         The Applicable Conversion Price shall be subject to adjustment (without
duplication) from time to time as follows:

          (i) In case the Company shall pay a dividend or make a distribution on
     the Class B Common Stock exclusively in Class B Common Stock, the
     Applicable Conversion Price in effect at the opening of business on the day
     following the date fixed for the determination of stockholders entitled to
     receive such dividend or other distribution shall be reduced by multiplying
     such Applicable Conversion Price by a fraction of which the numerator shall
     be the number of shares of Class B Common Stock outstanding at the close of
     business on the date fixed for such determination and the denominator shall
     be the sum of such number of shares and the total number of shares
     constituting such dividend or other distribution, such reduction to become
     effective immediately after the opening of business on the day following
     the date fixed for such determination. For the purposes of this
     subparagraph (i), the number of shares of Class B Common Stock at any time
     outstanding shall not include shares held in the treasury of the Company.
     The Company shall not pay any dividend or make any distribution exclusively
     in Class B Common Stock on shares of any class or series of capital stock
     of the Company held in the treasury of the Company. In the event that such
     dividend or distribution is not so paid or made, the Applicable Conversion
     Price shall again be adjusted to be the Applicable Conversion Price which
     would then be in effect if such dividend or distribution had not occurred.

          (ii) In case the Company shall pay or make a dividend or other
     distribution on its Class B Common Stock consisting exclusively of, or
     shall otherwise issue to all holders of its Class B Common Stock, rights or
     warrants, in each case entitling the holders thereof to subscribe for or
     purchase shares of Class B Common Stock at a price per share less than the
     current market price per share (determined as provided in subparagraph
     (vii)) of the Class B Common Stock on the date fixed for the determination
     of stockholders entitled to receive such rights or warrants, the Applicable
     Conversion Price in effect at the opening of business on the day following
     the date fixed for such determination shall be reduced by multiplying such
     Applicable Conversion Price by a fraction of which the numerator shall be
     the number of shares of Class B Common Stock outstanding at the close of
     business on the date fixed for such determination plus the number of shares
     of Class B Common Stock which the aggregate of the offering price of the
     total number of shares of Class B Common Stock so offered for subscription
     or purchase would purchase at such current market price and the denominator
     shall be the number of shares of Class B Common Stock outstanding at the
     close of business on the date fixed for such determination plus the number
     of shares of Class B Common Stock so offered for subscription or purchase,
     such reduction to become effective immediately prior to the opening of
     business on the day following the date fixed for such determination. To the
     extent that rights are not so issued or shares of Class B Common Stock are
     not so delivered after the expiration of such rights or warrants, the
     Applicable Conversion Price shall be readjusted to the Applicable
     Conversion Price which would then be in effect if such date fixed for the
     determination of stockholders entitled to receive such rights or warrants
     had not been fixed. For the purposes of this subparagraph (ii), the number
     of shares of Class B Common Stock at any time outstanding shall not include
     shares held in the treasury of the Company. In case any rights or warrants
     referred to in this subparagraph (ii) in respect of which an adjustment
     shall have been made shall expire unexercised within 45 days after the same
     shall have been distributed or issued by the Company, the Applicable
     Conversion Price shall be readjusted at the time of such expiration to the
     conversion price that would have been in effect if no adjustment had been
     made on account of the distribution or issuance of such expired rights or
     warrants.

          (iii) In case outstanding shares of Class B Common Stock shall be
     subdivided into a greater number of shares of Class B Common Stock, the
     Applicable Conversion Price in effect at the opening of business on the day
     following the day upon which such subdivision becomes effective shall be
     proportionately reduced and, conversely, in case outstanding shares of
     Class B Common Stock shall each be combined into a smaller number of shares
     of Class B Common Stock, the Applicable Conversion Price in effect at the
     opening of business on the day following the day upon which such
     combination becomes effective shall be proportionately increased, such
     reduction or increase, as the case may be, to become effective immediately
     prior to the opening of business on the day following the day upon which
     such subdivision or combination becomes effective.

          (iv) Subject to the last sentence of this subparagraph (iv), in case
     the Company shall, by dividend or otherwise, distribute to all holders of
     its Class B Common Stock evidences of its indebtedness, shares of any class
     or series of capital stock, cash or assets (including securities, but
     excluding any rights or warrants referred to in subparagraph (ii) of this
     Section 13.03, any dividend or distribution paid exclusively in cash and
     any dividend or distribution referred to in subparagraph (i) of this
     Section 13.03), the Applicable Conversion Price shall be reduced so that
     the same shall equal the price determined by multiplying the Applicable
     Conversion Price in effect immediately prior to the effectiveness of the
     Applicable Conversion Price reduction contemplated by this subparagraph
     (iv) by a fraction of which the numerator shall be the current market price
     per share (determined as provided in subparagraph (vii) of this Section
     13.03) of the Class B Common Stock on the date fixed for the determination
     of stockholders entitled to receive such distribution (the "Reference
     Date") less the fair market value (as determined in good faith by the Board
     of Directors, whose determination shall be conclusive and described in a
     resolution of the Board of Directors), on the Reference Date, of the
     portion of the evidences of indebtedness, shares of capital stock, cash and
     assets so distributed applicable to one share of Class B Common Stock and
     the denominator shall be such current market price per share of the Class B
     Common Stock, such reduction to become effective immediately prior to the
     opening of business on the day following the Reference Date. In the event
     that such dividend or distribution is not so paid or made, the Applicable
     Conversion Price shall again be adjusted to be the Applicable Conversion
     Price which would then be in effect if such dividend or distribution had
     not occurred. For purposes of this subparagraph (iv), any dividend or
     distribution that includes shares of Class B Common Stock or rights or
     warrants to subscribe for or purchase shares of Class B Common Stock shall
     be deemed instead to be (1) a dividend or distribution of the evidences of
     indebtedness, shares of capital stock, cash or assets other than such
     shares of Class B Common Stock or such rights or warrants (making any
     Applicable Conversion Price reduction required by this subparagraph (iv))
     immediately followed by (2) a dividend or distribution of such shares of
     Class B Common Stock or such rights or warrants (making any further
     Applicable Conversion Price reduction required by subparagraph (i) or (ii)
     of this Section 13.03), except any shares of Class B Common Stock included
     in such dividend or distribution shall not be deemed "outstanding at the
     close of business on the date fixed for such determination" within the
     meaning of subparagraph (i) of this Section 13.03.

          (v) In case the Company shall pay or make a dividend or other
     distribution on its Class B Common Stock exclusively in cash (excluding (x)
     cash dividends to the extent that they do not exceed the per share amount
     of the smallest of the immediately four preceding quarterly cash dividends
     (as adjusted to appropriately reflect any of the events referred to in
     subparagraphs (i), (ii), (iii), (iv), (v) and (vi) of this Section 13.03),
     and (y) cash dividends to the extent that the annualized per share amount
     thereof does not exceed 15% of the current market price per share of the
     Class B Common Stock on the Trading Day next preceding the date of
     declaration of such dividend, the Applicable Conversion Price shall be
     reduced so that the same shall equal the price determined by multiplying
     the Applicable Conversion Price in effect immediately prior to the
     effectiveness of the Applicable Conversion Price reduction contemplated by
     this subparagraph (v) by a fraction of which the numerator shall be the
     current market price per share (determined as provided in subparagraph
     (vii) of this Section 13.03) of the Class B Common Stock on the date fixed
     for the payment of such distribution less the amount of cash so distributed
     and not excluded as provided applicable to one share of Class B Common
     Stock and the denominator shall be such current market price per share of
     the Class B Common Stock, such reduction to become effective immediately
     prior to the opening of business on the day following the date fixed for
     the payment of such distribution; provided, however, that in the event the
     portion of the cash so distributed applicable to one share of Class B
     Common Stock is equal to or greater than the current market price per share
     (as defined in subparagraph (vii) of this Section 13.03) of the Class B
     Common Stock on the record date mentioned above, in lieu of the foregoing
     adjustment, adequate provision shall be made so that each Holder of
     Securities shall have the right to receive upon conversion the amount of
     cash such Holder would have received had such Holder converted each
     Security immediately prior to the record date for the distribution of the
     cash. In the event that such dividend or distribution is not so paid or
     made, the Applicable Conversion Price shall again be adjusted to be the
     Applicable Conversion Price which would then be in effect if such record
     date had not been fixed.

          (vi) In case a tender or exchange offer (other than an odd-lot offer)
     made by the Company or any Subsidiary of the Company for all or any portion
     of the Company's Class B Common Stock shall expire and such tender or
     exchange offer shall involve the payment by the Company or such Subsidiary
     of consideration per share of Class B Common Stock having a fair market
     value (as determined in good faith by the Board of Directors, whose
     determination shall be conclusive and described in a resolution of the
     Board of Directors) at the last time (the "Expiration Time") tenders or
     exchanges may be made pursuant to such tender or exchange offer (as it
     shall have been amended) that exceeds 110% of the current market price per
     share (determined as provided in subparagraph (vii) of this Section 13.03)
     of the Class B Common Stock on the Trading Day next succeeding the
     Expiration Time, the Applicable Conversion Price shall be reduced so that
     the same shall equal the price determined by multiplying the Applicable
     Conversion Price in effect immediately prior to the effectiveness of the
     Applicable Conversion Price reduction contemplated by this subparagraph
     (vi) by a fraction of which the numerator shall be the number of shares of
     Class B Common Stock outstanding (including any tendered or exchanged
     shares) at the Expiration Time multiplied by the current market price per
     share (determined as provided in subparagraph (vii) of this Section 13.03)
     of the Class B Common Stock on the Trading Day next succeeding the
     Expiration Time and the denominator shall be the sum of (x) the fair market
     value (determined as aforesaid) of the aggregate consideration payable to
     stockholders based on the acceptance (up to any maximum specified in the
     terms of the tender or exchange offer) of all shares validly tendered or
     exchanged and not withdrawn as of the Expiration Time (the shares deemed so
     accepted, up to any such maximum, being referred to as the "Purchased
     Shares") and (y) the product of the number of shares of Class B Common
     Stock outstanding (less any Purchased Shares) at the Expiration Time and
     the current market price per share (determined as provided in subparagraph
     (vii) of this Section 13.03) of the Class B Common Stock on the Trading Day
     next succeeding the Expiration Time, such reduction to become effective
     immediately prior to the opening of business on the day following the
     Expiration Time. In the event that such tender or exchange offer is not
     made, the Applicable Conversion Price shall again be adjusted to be the
     Applicable Conversion Price which would then be in effect if such record
     date had not been fixed.

          (vii) For the purpose of any computation under subparagraphs (ii),
     (iv), (v) and (vi) of this Section 13.03, the current market price per
     share of Class B Common Stock on any date in question shall be deemed to be
     the average of the daily Closing Prices of the Class B Common Stock for the
     ten consecutive Trading Days prior to the earlier of the day in question
     and, if applicable, the day before the "ex" date with respect to the
     issuance or distribution requiring such computation; provided, however,
     that if another event occurs that would require an adjustment pursuant to
     subparagraphs (i) through (vi) of this Section 13.03, inclusive, the Board
     of Directors may make such adjustments to the Closing Prices during such
     five Trading Day period as it deems appropriate to effectuate the intent of
     the adjustments in this Section 13.03, in which case any such determination
     by the Board of Directors shall be set forth in a Board Resolution and
     shall be conclusive. For purposes of this paragraph, the term "ex" date,
     (1) when used with respect to any issuance or distribution, means the first
     date on which the Class B Common Stock is quoted regular way on the New
     York Stock Exchange Composite Tape or on such successor securities exchange
     on which the Class B Common Stock may be quoted or listed or in the
     relevant market from which the Closing Prices were obtained without the
     right to receive such issuance or distribution, and (2) when used with
     respect to any tender or exchange offer means the first date on which the
     Class B Common Stock is quoted regular way on such securities exchange or
     in such market after the Expiration Time of such offer.

          (viii) The Company may make such reductions in the Applicable
     Conversion Price, in addition to those required by subparagraphs (i), (ii),
     (iii), (iv), (v) and (vi) of this Section 13.03, as it considers to be
     advisable to avoid or diminish any income tax to holders of Class B Common
     Stock or rights to purchase Class B Common Stock resulting from any
     dividend or distribution of stock (or rights to acquire stock) or from any
     event treated as such for income tax purposes.

          (ix) There shall also be no adjustment of the Applicable Conversion
     Price in case of the issuance of any Class B Common Stock (or securities
     convertible into or exchangeable for Class B Common Stock), except as
     specifically described above. If any action would require adjustment of the
     Applicable Conversion Price, pursuant to more than one of the anti-dilution
     provisions set forth in this Article XIII, only one adjustment shall be
     made and such adjustment shall be the amount of adjustment that has the
     highest absolute value to Holders. Furthermore, no adjustment in the
     Applicable Conversion Price shall be required unless such adjustment would
     require an increase or decrease of at least 1% in the Applicable Conversion
     Price; provided, however, that any adjustments which by reason of this
     sentence are not required to be made shall be carried forward and taken
     into account in determining whether any subsequent adjustment shall be
     required.

SECTION 13.04   Reclassification, Consolidation, Merger or Sale of Assets.

         In the event that the Company shall be a party to any transaction
(including without limitation (a) any recapitalization or reclassification of
the Class B Common Stock (other than a change in par value, or from par value to
no par value, or from no par value to par value, or as a result of a subdivision
or combination of the Class B Common Stock), (b) any consolidation of the
Company with, or merger of the Company into, any other Person, any merger of
another Person into the Company (other than a merger which does not result in a
reclassification, conversion, exchange or cancellation of outstanding shares of
Class B Common Stock of the Company), (c) any sale or transfer of all or
substantially all of the assets of the Company or (d) any compulsory share
exchange) (each of the events in the preceding clauses (a) through (d) being
referred to as a "Company Transaction"), in each case, as a result of which
shares of Class B Common Stock shall be converted into the right to receive
other securities, cash or other property, then lawful provision shall be made as
part of the terms of such Company Transaction whereby the Holder of each
Security then outstanding shall have the right thereafter to convert such
Security only into (i) in the case of any Company Transaction other than a
Common Stock Fundamental Change, the kind and amount of securities, cash and
other property receivable upon the consummation of the Company Transaction by a
holder of that number of shares of Class B Common Stock into which such Security
was convertible immediately prior to such transaction, after giving effect to
any adjustment in the Applicable Conversion Price required by the provisions of
Section 13.07(a)(i), and (ii) in the case of a Company Transaction involving a
Common Stock Fundamental Change, common stock of the kind received by holders of
Class B Common Stock as a result of such Common Stock Fundamental Change in an
amount determined pursuant to the provisions of Section 13.07(a)(ii). Holders of
the Securities shall have no voting rights with respect to any Company
Transaction described in this Section 13.04.

         The Company or the Person formed by such consolidation or resulting
from such merger or which acquired such assets or which acquires the Company's
shares, as the case may be, shall make provision in its certificate or articles
of incorporation or other constituent document to establish such right. Such
certificate or articles of incorporation or other constituent document shall
provide for adjustments which, for events subsequent to the effective date of
such certificate or articles of incorporation or other constituent document,
shall be as nearly equivalent as may be practicable to the adjustments provided
for in this Article XIII. The above provisions shall similarly apply to
successive transactions of the foregoing type.

SECTION 13.05   Notice of Adjustments of Conversion Price.

         Whenever the Applicable Conversion Price is adjusted as herein
provided:

         (a) the Company shall compute the adjusted Applicable Conversion Price
and shall prepare a certificate signed by the Chief Financial Officer or the
Treasurer of the Company setting forth the adjusted Applicable Conversion Price
and showing in reasonable detail the facts upon which such adjustment is based,
and such certificate shall forthwith be filed with the Trustee, the Conversion
Agent, the Property Trustee and the transfer agent for the Preferred Securities
and the Securities; and

         (b) a notice stating the Applicable Conversion Price has been adjusted
and setting forth the adjusted Applicable Conversion Price shall as soon as
practicable be mailed by the Company to all record holders of Preferred
Securities and the Securities at their last addresses as they appear upon the
stock transfer books of the Company and the books and records of the Trust,
respectively.

SECTION 13.06   Prior Notice of Certain Events.

         In case:

          (i) the Company shall (1) declare any dividend (or any other
     distribution) on its Class B Common Stock, other than (A) a dividend
     payable in shares of Class B Common Stock or (B) a dividend payable in cash
     that would not require an adjustment pursuant to Section 13.03(iv) or (v)
     or (2) authorize a tender or exchange offer that would require an
     adjustment pursuant to Section 13.03(vi);

          (ii) the Company shall authorize the granting to all holders of Class
     B Common Stock of rights or warrants to subscribe for or purchase any
     shares of stock of any class or series or of any other rights or warrants;

          (iii) of any reclassification of Class B Common Stock (other than a
     subdivision or combination of the outstanding Class B Common Stock, or a
     change in par value, or from par value to no par value, or from no par
     value to par value), or of any consolidation or merger to which the Company
     is a party and for which approval of any stockholders of the Company shall
     be required, or of the sale or transfer of all or substantially all of the
     assets of the Company or of any compulsory share exchange whereby the Class
     B Common Stock is converted into other securities, cash or other property;
     or

          (iv) of the voluntary or involuntary dissolution, liquidation or
     winding up of the Company;

then the Company shall (a) if any Preferred Securities are outstanding, cause to
be filed with the transfer agent for the Preferred Securities, and shall cause
to be mailed to the holders of record of the Preferred Securities, at their last
addresses as they shall appear upon the books and records of the Trust, or (b)
shall cause to be mailed to all Holders at their last addresses as they shall
appear in the Security Register, at least fifteen days prior to the applicable
record or effective date hereinafter specified, a notice stating (x) the date on
which a record (if any) is to be taken for the purpose of such dividend,
distribution, rights or warrants or, if a record is not to be taken, the date as
of which the holders of Class B Common Stock of record to be entitled to such
dividend, distribution, rights or warrants are to be determined or (y) the date
on which such reclassification, consolidation, merger, sale, transfer, share
exchange, dissolution, liquidation or winding up is expected to become
effective, and the date as of which it is expected that holders of Class B
Common Stock of record shall be entitled to exchange their shares of Class B
Common Stock for securities, cash or other property deliverable upon such
reclassification, consolidation, merger, sale, transfer, share exchange,
dissolution, liquidation or winding up (but no failure to mail such notice or
any defect therein or in the mailing thereof shall affect the validity of the
corporate action required to be specified in such notice).

SECTION 13.07   Adjustments in Case of Fundamental Changes.

         (a) Notwithstanding any other provision in this Article XIII to the
contrary, in the case of any Company Transaction involving a Fundamental Change,
the Applicable Conversion Price will be adjusted immediately after such
Fundamental Change as follows:

          (i) in the case of a Non-Stock Fundamental Change, the Applicable
     Conversion Price of the Securities shall thereupon become the lower of (A)
     the Applicable Conversion Price in effect immediately prior to such
     Non-Stock Fundamental Change, but after giving effect to any other prior
     adjustments effected pursuant to this Article XIII, and (B) the result
     obtained by multiplying the greater of the Relevant Price or the then
     applicable Reference Market Price by the Optional Redemption Ratio (such
     product shall hereinafter be referred to as the "Adjusted Relevant Price"
     or the "Adjusted Reference Market Price", as the case may be); and

          (ii) in the case of a Common Stock Fundamental Change, the Applicable
     Conversion Price of the Securities in effect immediately prior to such
     Common Stock Fundamental Change, but after giving effect to any other prior
     adjustments effected pursuant to this Article XIII, shall thereupon be
     adjusted by multiplying such Applicable Conversion Price by a fraction of
     which the numerator shall be the Purchaser Stock Price and the denominator
     shall be the Relevant Price; provided, however, that in the event of a
     Common Stock Fundamental Change in which (A) 100% of the value of the
     consideration received by a holder of Class B Common Stock is common stock
     of the successor, acquiror or other third party (and cash, if any, is paid
     only with respect to any fractional interests in such common stock
     resulting from such Common Stock Fundamental Change) and (B) all of the
     Class B Common Stock shall have been exchanged for, converted into or
     acquired for common stock (and cash with respect to fractional interests)
     of the successor, acquiror or other third party, the Applicable Conversion
     Price of the Securities in effect immediately prior to such Common Stock
     Fundamental Change shall thereupon be adjusted by multiplying such
     Applicable Conversion Price by a fraction of which the numerator shall be
     one and the denominator shall be the number of shares of common stock of
     the successor, acquiror, or other third party received by a stockholder for
     one share of Class B Common Stock as a result of such Common Stock
     Fundamental Change.

         (b) Definitions. The following definitions shall apply to terms used in
this Article XIII:

          (1) "Closing Price" of any security on any day shall mean on any day
     the last reported sale price of such security on such day, or in case no
     sale takes place on such day, the average of the closing bid and asked
     prices in each case on the principal national securities exchange on which
     such securities are listed or admitted to trading or, if not listed or
     admitted to trading on any national securities exchange, on the NNM or, if
     such securities are not listed or admitted to trading on any national
     securities exchange or quoted on the NNM, the average of the closing bid
     and asked prices in the over-the-counter market as furnished by any New
     York Stock Exchange member firm selected by the Company for such purpose.

          (2) "Common Stock Fundamental Change" shall mean any Fundamental
     Change in which more than 50% of the value (as determined in good faith by
     the Board of Directors) of the consideration received by holders of Class B
     Common Stock consists of common stock that for each of the ten consecutive
     Trading Days immediately prior to the Entitlement Date has been admitted
     for listing or admitted for listing subject to notice of issuance on a
     national securities exchange or quoted on the NNM; provided, however, that
     a Fundamental Change shall not be a Class B Common Stock Fundamental Change
     unless either (i) the Company continues to exist after the occurrence of
     such Fundamental Change and the outstanding Preferred Securities continue
     to exist as outstanding Preferred Securities, or (ii) not later than the
     occurrence of such Fundamental Change, the outstanding Securities are
     converted into or exchanged for debentures of a corporation succeeding to
     the business of the Company, which debentures have terms substantially
     similar to those of the Securities.

          (3) "Entitlement Date" shall mean the record date for determination of
     the holders of Class B Common Stock entitled to receive securities, cash or
     other property in connection with a Non-Stock Fundamental Change or a
     Common Stock Fundamental Change or, if there is no such record date, the
     date upon which holders of Class B Common Stock shall have the right to
     receive such securities, cash or other property.

          (4) "Fundamental Change" shall mean the occurrence of any transaction
     or event in connection with a plan pursuant to which all or substantially
     all of the Class B Common Stock shall be exchanged for, converted into,
     acquired for or constitute solely the right to receive securities, cash or
     other property (whether by means of an exchange offer, liquidation, tender
     offer, consolidation, merger, combination, reclassification,
     recapitalization or otherwise); provided, however, in the case of a plan
     involving more than one such transaction or event, for purposes of
     adjustment of the Applicable Conversion Price, such Fundamental Change
     shall be deemed to have occurred when substantially all of the Class B
     Common Stock of the Company shall be exchanged for, converted into, or
     acquired for or constitute solely the right to receive securities, cash or
     other property, but the adjustment shall be based upon the highest weighted
     average per share consideration that a holder of Class B Common Stock could
     have received in such transactions or events as a result of which more than
     50% of the Class B Common Stock of the Company shall have been exchanged
     for, converted into, or acquired for or constitute solely the right to
     receive securities, cash or other property.

          (5) "Non-Stock Fundamental Change" shall mean any Fundamental Change
     other than a Common Stock Fundamental Change.

          (6) "Optional Redemption Ratio" means a fraction of which the
     numerator shall be $50 and the denominator will be the then current
     Optional Redemption Price or, prior to November 20, 2003, an amount per
     Security determined by the Company in its sole discretion, after
     consultation with an investment banking firm, to be the equivalent of the
     hypothetical redemption price that would have been applicable if the
     Securities had been redeemable during such period.

          (7) "Purchaser Stock Price" shall mean, with respect to any Common
     Stock Fundamental Change, the average of the daily Closing Prices of the
     common stock received in such Common Stock Fundamental Change for the ten
     (10) consecutive Trading Days prior to and including the Entitlement Date,
     as adjusted in good faith by the Board of Directors to appropriately
     reflect any of the events referred to in subparagraphs (i), (ii), (iii),
     (iv), (v) and (vi) of Section 13.03.

          (8) "Reference Market Price" shall initially mean on the date of
     original issuance of the Securities, $32.67 (which is an amount equal to
     66-2/3% of the last reported sale price for the Class B Common Stock on the
     New York Stock Exchange Composite Tape on November 6, 2000) and, in the
     event of any adjustment to the Applicable Conversion Price, other than as a
     result of a Non-Stock Fundamental Change, the Reference Market Price shall
     also be adjusted so that the ratio of the Reference Market Price to the
     Applicable Conversion Price after giving effect to any such adjustment
     shall always be the same as the ratio of $32.67 to the Initial Conversion
     Price.

          (9) "Relevant Price" shall mean (i) in the event of a Non-Stock
     Fundamental Change in which the holders of the Class B Common Stock receive
     only cash, the amount of cash received by a stockholder for one share of
     Class B Common Stock and (ii) in the event of any other Non-Stock
     Fundamental Change or any Common Stock Fundamental Change, the average of
     the daily Closing Prices of the Class B Common Stock for the ten (10)
     consecutive Trading Days prior to and including the Entitlement Date, in
     each case, as adjusted in good faith by the Company to appropriately
     reflect any of the events referred to in subparagraphs (i), (ii), (iii),
     (iv), (v) and (vi) of Section 13.03.

          (10) "Trading Day" shall mean a day on which securities are traded on
     the national securities exchange or quotation system used to determine the
     Closing Price.

SECTION 13.08   Dividend or Interest Reinvestment Plans.

         (a) Notwithstanding the foregoing provisions, the issuance of any
shares of Class B Common Stock pursuant to any present or future plan providing
for the reinvestment of dividends or interest payable on securities of the
Company and the investment of additional optional amounts in shares of Class B
Common Stock under any such plan, and the issuance of any shares of Class B
Common Stock or options or rights to purchase such shares pursuant to any
employee benefit plan or program of the Company or pursuant to any option
issued, shall not be deemed to constitute an issuance of Class B Common Stock or
exercisable, exchangeable or convertible securities by the Company to which any
of the adjustment provisions described above applies.

         (b) There shall also be no adjustment of the Applicable Conversion
Price in case of the issuance of any stock (or securities convertible into or
exchangeable for stock) of the Company except as specifically described in this
Article XIII.

SECTION 13.09   Certain Additional Rights.

         Notwithstanding any other provision of this Article XIII to the
contrary, rights, warrants, evidences of indebtedness, other securities, cash or
other assets (including, without limitation, any rights distributed pursuant to
any stockholder rights plan) shall be deemed not to have been distributed for
purposes of this Article XIII if the Company makes proper provision so that each
Holder who converts a Security (or any portion thereof) after the date fixed for
determination of stockholders entitled to receive such distribution shall be
entitled to receive upon such conversion, in addition to the shares of Class B
Common Stock issuable upon such conversion, the amount and kind of such
distributions that such Holder would have been entitled to receive if such
Holder had, immediately prior to such determination date, converted such
Security into Class B Common Stock.

SECTION 13.10   Restrictions on Common Stock Issuable Upon Conversion.

         (a) Shares of Class B Common Stock to be issued upon conversion of a
Security in respect of Restricted Preferred Securities (as defined in the
Declaration) shall bear such restrictive legends as the Company may provide in
accordance with applicable law.

         (b) If shares of Class B Common Stock to be issued upon conversion of a
Security in respect of Restricted Preferred Securities are to be registered in a
name other than that of the Holder of such Preferred Security, then the Person
in whose name such shares of Class B Common Stock are to be registered must
deliver to the Conversion Agent a certificate satisfactory to the Company and
signed by such Person, as to compliance with the restrictions on transfer
applicable to such Preferred Security. Neither the Trustee nor any Conversion
Agent or Registrar shall be required to register in a name other than that of
the Holder shares of Class B Common Stock or such Preferred Securities issued
upon conversion of any such Security in respect of such Preferred Securities not
so accompanied by a properly completed certificate.

SECTION 13.11   Trustee Not Responsible for Determining Conversion
                Price or Adjustments.

         Neither the Trustee nor any Conversion Agent shall at any time be under
any duty or responsibility to any Holder of any Security to determine whether
any facts exist which may require any adjustment of the Applicable Conversion
Price, or with respect to the nature or extent of any such adjustment when made,
or with respect to the method employed, or whether any supplemental indenture
needs to be entered into. Neither the Trustee nor any Conversion Agent shall be
accountable with respect to the validity or value (or the kind or amount) of any
shares of Class B Common Stock or of any securities or property, which may at
any time be issued or delivered upon the conversion of any Security; and neither
the Trustee nor any Conversion Agent makes any representation with respect
thereto. Neither the Trustee nor any Conversion Agent shall be responsible for
any failure of the Company to make any cash payment or to issue, transfer or
deliver any shares of Class B Common Stock or stock certificates or other
securities or property upon the surrender of any Security for the purpose of
conversion, or, except as expressly herein provided, to comply with any of the
covenants of the Company contained in Article X or this Article XIII.

                                  ARTICLE XIV

                IMMUNITY OF INCORPORATORS, STOCKHOLDERS, OFFICERS

                                  AND DIRECTORS

SECTION 14.01   No Recourse.

         No recourse under or upon any obligation, covenant or agreement of this
Indenture, or of any Security, or for any claim based thereon or otherwise in
respect thereof, shall be had against any incorporator, stockholder, officer or
director, past, present or future as such, of the Company or of any predecessor
or successor corporation, either directly or through the Company or any such
predecessor or successor corporation, whether by virtue of any constitution,
statute or rule of law, or by the enforcement of any assessment or penalty or
otherwise; it being expressly understood that this Indenture and the obligations
issued hereunder are solely corporate obligations, and that no such personal
liability whatever shall attach to, or is or shall be incurred by, the
incorporators, stockholders, officers or directors as such, of the Company or of
any predecessor or successor corporation, or any of them, because of the
creation of the indebtedness hereby authorized, or under or by reason of the
obligations, covenants or agreements contained in this Indenture or in any of
the Securities or implied therefrom; and that any and all such personal
liability of every name and nature, either at common law or in equity or by
constitution or statute, of, and any and all such rights and claims against,
every such incorporator, stockholder, officer or director as such, because of
the creation of the indebtedness hereby authorized, or under or by reason of the
obligations, covenants or agreements contained in this Indenture or in any of
the Securities or implied therefrom, are hereby expressly waived and released as
a condition of, and as a consideration for, the execution of this Indenture and
the issuance of such Securities.

         This instrument may be executed in any number of counterparts, each of
which so executed shall be deemed to be an original, but all such counterparts
shall together constitute but one and the same instrument.

                  [Remainder of Page Intentionally Left Blank]


<PAGE>


         IN WITNESS WHEREOF, the parties hereto have caused this Indenture to be
duly executed as of the day and year first above written.

Dated:   November 10, 2000

                                       CONTINENTAL AIRLINES, INC.


                                       By: /s/ Gerald Laderman
                                          --------------------------
                                          Name:  Gerald Laderman
                                          Title: Senior Vice President
                                                 Finance




                                       WILMINGTON TRUST COMPANY, as Trustee


                                       By: /s/ W. Chris Sponenberg
                                          --------------------------
                                          Name:  W. Chris Sponenberg
                                          Title: Assistant Vice President



<PAGE>
                                    EXHIBIT A

                                FORM OF SECURITY

                           [FORM OF FACE OF SECURITY]

         [Include if a Global Security: THIS SECURITY IS A GLOBAL SECURITY
WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN
THE NAME OF THE DEPOSITORY TRUST COMPANY (THE "DEPOSITARY" OR "DTC") OR A
NOMINEE OF THE DEPOSITARY. THIS SECURITY IS EXCHANGEABLE FOR SECURITIES
REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITARY OR ITS NOMINEE ONLY
IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE AND NO TRANSFER OF THIS
SECURITY (OTHER THAN A TRANSFER OF THIS SECURITY AS A WHOLE BY THE DEPOSITARY TO
A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY
OR ANOTHER NOMINEE OF THE DEPOSITARY) MAY BE REGISTERED EXCEPT IN LIMITED
CIRCUMSTANCES.

         UNLESS THIS SECURITY IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF
DTC (55 WATER STREET, NEW YORK, NEW YORK) TO CONTINENTAL AIRLINES, INC. OR ITS
AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY SECURITY ISSUED
IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT HEREON IS MADE TO CEDE & CO.,
OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC)
ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY
PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN
INTEREST HEREIN.

         TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS IN
WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH
SUCCESSOR'S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL SECURITY SHALL BE
LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE
INDENTURE REFERRED TO BELOW.]

          [Include Restricted Securities Legend if required under Section 2.02:

         THIS SECURITY (OR ITS PREDECESSOR) WAS ORIGINALLY ISSUED IN A
TRANSACTION EXEMPT FROM REGISTRATION UNDER THE UNITED STATES SECURITIES ACT OF
1933 (THE "SECURITIES ACT"), AND THIS SECURITY AND ANY CLASS B COMMON STOCK
ISSUABLE UPON CONVERSION HEREOF MAY NOT BE OFFERED, SOLD, PLEDGED, ENCUMBERED OR
OTHERWISE TRANSFERRED OR DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR AN
APPLICABLE EXEMPTION THEREFROM. EACH PURCHASER OF THIS SECURITY IS HEREBY
NOTIFIED THAT THE SELLER OF THIS SECURITY MAY BE RELYING ON THE EXEMPTION FROM
THE PROVISIONS OF SECTION 5 OF THE SECURITIES ACT PROVIDED BY RULE 144A
THEREUNDER.

         THE HOLDER OF THIS SECURITY BY ITS ACCEPTANCE HEREOF AGREES FOR THE
BENEFIT OF THE COMPANY THAT (A) THIS SECURITY AND ANY CLASS B COMMON STOCK
ISSUABLE UPON CONVERSION HEREOF MAY BE OFFERED, RESOLD, PLEDGED OR OTHERWISE
TRANSFERRED, ONLY (i) TO THE COMPANY, (ii) INSIDE THE UNITED STATES TO A PERSON
WHOM THE SELLER REASONABLY BELIEVES IS A "QUALIFIED INSTITUTIONAL BUYER" (AS
DEFINED IN RULE 144A UNDER THE SECURITIES ACT) IN A TRANSACTION MEETING THE
REQUIREMENTS OF RULE 144A, (iii) PURSUANT TO AN EXEMPTION FROM REGISTRATION
UNDER THE SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER (IF AVAILABLE), (iv)
PURSUANT TO ANY OTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF
THE SECURITIES ACT OR (v) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER
THE SECURITIES ACT, IN EACH OF CASES (i) THROUGH (v) IN ACCORDANCE WITH ANY
APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER
APPLICABLE JURISDICTION, AND (B) THE HOLDER WILL, AND EACH SUBSEQUENT HOLDER IS
REQUIRED TO, NOTIFY ANY PURCHASER OF THIS SECURITY FROM IT OF THE RESALE
RESTRICTIONS REFERRED TO IN (A) ABOVE.

         BY ITS ACQUISITION HEREOF OR OF A BENEFICIAL INTEREST HEREIN, THE
HOLDER REPRESENTS THAT IT (1) IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE
MEANING OF RULE 144A UNDER THE SECURITIES ACT, IS AWARE THAT THE SALE TO IT IS
BEING MADE IN RELIANCE ON RULE 144A AND IS ACQUIRING THE SECURITIES FOR ITS OWN
ACCOUNT OR FOR THE ACCOUNT OF ONE OR MORE QUALIFIED INSTITUTIONAL BUYERS AND
THAT IT EXERCISES SOLE INVESTMENT DISCRETION WITH RESPECT TO EACH SUCH ACCOUNT
OR (2) ACQUIRED SUCH SECURITY IN A TRANSACTION THAT DID NOT REQUIRE REGISTRATION
UNDER THE SECURITIES ACT.

         BY ITS PURCHASE OF ANY SECURITIES (OR ANY INTEREST HEREIN), THE
PURCHASER HEREOF WILL BE DEEMED TO HAVE REPRESENTED EITHER THAT (A) IT IS NOT A
PLAN OR OTHER ENTITY WHOSE UNDERLYING ASSETS ARE SUBJECT TO ERISA AND/OR SECTION
4975 OF THE CODE, OR A GOVERNMENTAL OR CHURCH PLAN WHICH IS SUBJECT TO ANY
FEDERAL, STATE OR LOCAL LAW THAT IS SUBSTANTIALLY SIMILAR TO THE PROVISIONS OF
SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE OR (B) ITS PURCHASE AND HOLDING
OF THE SECURITIES (AND ANY CLASS B COMMON STOCK ISSUABLE UPON CONVERSION HEREOF)
WILL NOT RESULT IN A NON-EXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF
ERISA OR SECTION 4975 OF THE CODE (OR, IN THE CASE OF A GOVERNMENTAL OR CHURCH
PLAN, A VIOLATION OF ANY SUBSTANTIALLY SIMILAR FEDERAL, STATE OR LOCAL LAW).


<PAGE>


                           CONTINENTAL AIRLINES, INC.

              6% Convertible Junior Subordinated Debenture Due 2030

        No. [__]                                                   $[__________]
                                                          CUSIP No. [__________]

         CONTINENTAL AIRLINES, INC., a corporation duly organized and existing
under the laws of the State of Delaware (herein called "the Company", which term
includes any successor corporation under the Indenture hereinafter referred to),
for value received, hereby promises to pay to ____________________, or
registered assigns, the principal sum [indicated on Schedule A hereof](1) [of
Dollars($)](2) on November 15, 2030.

         Interest Payment Dates: February 15, May 15, August 15, and November
15, commencing February 15, 2001.

         Regular Record Dates: the close of business on the first day of the
month immediately preceding each Interest Payment Date, commencing February 1,
2001.

         Reference is hereby made to the further provisions of this Security set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.

         Unless the certificate of authentication hereon has been executed by
the Trustee referred to on the reverse hereof by manual signature, this Security
shall not be entitled to any benefit under the Indenture or be valid or
obligatory for any purpose.

-------------

1    Applicable to Global Securities only.

2    Applicable to certificated Securities only.

<PAGE>


         IN WITNESS WHEREOF, the Company has caused this instrument to be signed
manually or by facsimile by its duly authorized officers and a facsimile of its
corporate seal to be affixed hereto or imprinted hereon.

Dated:  [____________], 2000
                                                   CONTINENTAL AIRLINES, INC.


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


[Seal]

Attest:




<PAGE>



                     TRUSTEE'S CERTIFICATE OF AUTHENTICATION

         This is one of the Securities referred to in the within-mentioned
indenture.

Dated:   [____________], 2000
                                                     WILMINGTON TRUST COMPANY
                                                     as Trustee

                                                     By:-----------------------
                                                        Authorized Signatory


<PAGE>


                          [FORM OF REVERSE OF SECURITY]

                           CONTINENTAL AIRLINES, INC.

6% Convertible Junior Subordinated Debenture Due 2030(3)

         1. Interest. Continental Airlines, Inc., a Delaware corporation (the
"Company"), is the issuer of this 6% Convertible Junior Subordinated Debenture
Due 2030 (the "Security") limited in aggregate principal amount to $[_________],
issued under the Indenture hereinafter referred to. The Company promises to pay
interest on the Securities in cash from November 10, 2000 or from the most
recent interest payment date to which interest has been paid or duly provided
for, quarterly (subject to deferral for up to 20 consecutive quarters as
described in Section 3 hereof) in arrears on February 15, May 15, August 15, and
November 15 of each year (each such date, an "Interest Payment Date"),
commencing February 15, 2001, at the Applicable Rate, plus Additional Sums, if
any, until the principal hereof shall have become due and payable.

         The amount of interest payable for any period will be computed on the
basis of twelve 30-day months and a 360-day year. To the extent lawful, the
Company shall pay interest on overdue installments of interest (without regard
to any applicable grace period) at the rate borne by the Securities, compounded
quarterly. Any interest paid on this Security shall be increased to the extent
necessary to pay Additional Sums as set forth in this Security.

         2. Additional Sums. The Company shall pay to Continental Airlines
Finance Trust II (and its permitted successors or assigns under the Declaration)
(the "Trust") such additional amounts as may be necessary in order that the
amount of dividends or other distributions then due and payable by the Trust on
the Preferred Securities that at any time remain outstanding in accordance with
the terms thereof shall not be reduced as a result of any additional taxes,
duties, assessments and other governmental charges of whatever nature (other
than withholding taxes) imposed by the United States or any other taxing
authority.

         3. Extension of Interest Payment Period. So long as no Event of Default
has occurred and is continuing, the Company shall have the right, at any time
during the term of this Security, from time to time to defer payments of
interest by extending the interest payment period of such Security for up to 20
consecutive quarters (a "Deferral Period"); provided that no Deferral Period may
extend beyond November 15, 2030. To the extent permitted by applicable law,
interest, the payment of which has been deferred because of the extension of the
interest payment period pursuant to Section 3.13 of the Indenture, will bear
interest thereon at the Applicable Rate compounded quarterly for each quarter of
the Deferral Period ("Compounded Interest"). On the applicable Payment
Resumption Date, the Company shall pay all interest then accrued and unpaid on
the Securities, including any Compounded Interest that shall be payable to the
Holders of the Securities in whose names the Securities are registered in the
Security Register on the record date fixed for such Payment Resumption Date.
Before the termination of any Deferral Period, the Company may further extend
such period as provided in the Indenture, provided that such period together
with all such further extensions thereof shall not exceed 20 consecutive
quarters or extend beyond the Stated Maturity of the Security. Upon the
termination of any Deferral Period and upon the payment of all Compounded
Interest and Additional Sums (together, "Additional Payments"), if any, then
due, the Company may commence a new Deferral Period, subject to the foregoing
requirements. No interest shall be due and payable during a Deferral Period
except on the applicable Payment Resumption Date.

---------------

3    All terms used in this Security which are defined in the Indenture or in
     the Declaration referred to herein shall have the meanings assigned to them
     in the Indenture or the Declaration, as the case may be.


<PAGE>


         The Company shall give the Holder of the Security and the Trustee
written notice (a "Deferral Notice") of its selection of a Deferral Period at
least ten days prior to the record date for any distributions that would have
been payable on the Trust Securities except for the decision to begin or extend
such Deferral Period. The Company may elect to pay all interest then accrued and
unpaid on the Securities, including Compound Interest, on an Interest Payment
Date prior to its most recently established Payment Resumption Date, provided
that the Company gives the Holder of the Security and the Trustee a new Deferral
Notice setting forth the revised Payment Resumption Date at least three Business
Days prior to the Regular Record Date for such revised Payment Resumption Date.

         The quarter in which any Deferral Notice is given pursuant to the
second paragraph of this Section 3 shall be counted as one of the 20 quarters
permitted in the maximum Deferral Period permitted under the first paragraph of
this Section 3.

         4. Method of Payment. The interest so payable, and punctually paid or
duly provided for, on any Interest Payment Date will, as provided in the
Indenture, be paid to the Person in whose name this Security (or one or more
Predecessor Securities) is registered at the close of business on the regular
record date for such interest installment, which shall be the close of business
on the first day of the month immediately preceding each Interest Payment Date
(the "Regular Record Date"), commencing February 1, 2001. Any such interest not
so punctually paid or duly provided for shall forthwith cease to be payable to
the Holder on such Regular Record Date and may either be paid to the Person in
whose name this Security (or one or more Predecessor Securities) is registered
at the close of business on a Special Record Date for the payment of such
Defaulted Interest to be fixed by the Trustee, notice whereof shall be given to
Holders of Securities not less than ten days prior to such Special Record Date,
or be paid at any time in any other lawful manner not inconsistent with the
requirements of any securities exchange on which the Securities may be listed,
and upon such notice as may be required by such exchange, all as more fully
provided in said Indenture, provided that any such payment will be made in such
coin or currency of the United States of America which at the time of payment is
a legal tender for payment of public and private debts.

         Payment of the principal of and interest on this Security will be made
at the office or agency of the Company maintained for that purpose in New York,
New York, in coin or currency of the United States of America which at the time
of payment is legal tender for payment of public and private debts; provided,
however, that at any time that the Property Trustee is not the sole holder of
the Securities, payment of interest may, at the option of the Company, be made
by check mailed to the address of the Person entitled thereto as such address
shall appear in the Security Register or by wire transfer.

         5. Paying Agent and Security Registrar. The Trustee will act as Paying
Agent, Security Registrar and Conversion Agent. The Company may change any
Paying Agent, Security Registrar, co-registrar or Conversion Agent without prior
notice. The Company or any of its Affiliates may act in any such capacity.

         6. Indenture. The Company issued the Securities under an indenture,
dated as of November 10, 2000 (the "Indenture"), between the Company and
Wilmington Trust Company, as Trustee (herein called the "Trustee", which term
includes any successor trustee under the Indenture), to which Indenture and all
indentures supplemental thereto reference is hereby made for a statement of the
respective rights, limitations of rights, duties and immunities thereunder of
the Trustee, the Company and the Holders of the Securities, and of the terms
upon which the Securities are, and are to be, authenticated and delivered. The
terms of the Securities include those stated in the Indenture and those made
part of the Indenture by the Trust Indenture Act of 1939 (15 U.S. Code Sections
77aaa-77bbbb) ("Trust Indenture Act") as in effect on the date of the Indenture.
The Securities are subject to, and qualified by, all such terms, certain of
which are summarized herein, and holders are referred to the Indenture and the
Trust Indenture Act for a statement of such terms. The Securities are unsecured
general obligations of the Company limited to up to $[296,392,000] and
subordinated in right of payment to all existing and future Senior Obligations
of the Company. No reference herein to the Indenture and no provision of this
Security or of the Indenture shall alter or impair the obligation of the
Company, which is absolute and unconditional, to pay the principal of and
interest on this Security at the times, place and rate, and in the coin or
currency, herein prescribed or to convert this Security as provided in the
Indenture.

         7. Optional Redemption. The Securities are redeemable at the Company's
option (an "Optional Redemption") in whole or in part, at any time or from time
to time, on or after November 20, 2003, at a Redemption Price equal to prices
per $50 principal amount of Securities set forth in the table below, plus any
accrued and unpaid interest, including Additional Payments, if any, to the
Redemption Date, if redeemed during the 12-month period ending on November 19:


                                             Price Per $50
                       Year                  Principal Amount
                 ---------------             ----------------
                2004....................            $51.50
                2005....................            $51.00
                2006....................            $50.50
                2007....................            $50.00


and thereafter at $50 per $50 principal amount of the Securities plus, in each
case, any accrued and unpaid interest, including Additional Payments, if any, to
the Redemption Date.

         8. Optional Redemption Upon Tax Event. Subject to the conditions set
forth in the Indenture, the Securities are subject to redemption in whole, but
not in part, if a Tax Event shall occur and be continuing, at any time within 90
days following the occurrence of such Tax Event, at a Redemption Price equal to
$50 per $50 principal amount thereof, plus accrued but unpaid interest,
including Additional Payments, if any, to the Redemption Date. In lieu of the
foregoing, the Company also shall have the option of causing the Securities to
remain outstanding and pay Additional Sums on the Securities.

         9. Notice of Redemption. Notice of redemption will be mailed by
first-class mail, postage prepaid, at least 20 days, but not more than 60 days
before the Redemption Date to each Holder of the Securities to be redeemed at
such Holder's address appearing in the Security Register.

         10. No Sinking Fund. There are no sinking fund payments with respect to
the Securities.

         11. Payment to Registered Holders; Cessation of Interest Accrual Upon
Redemption. If this Security is redeemed subsequent to a Regular Record Date
with respect to any Interest Payment Date specified above and on or prior to
such Interest Payment Date, then any accrued interest will be paid to the person
in whose name this Security is registered at the close of business on such
record date. On or after the Redemption Date, interest will cease to accrue on
the Securities, or portion thereof, called for redemption.

         12. Subordination. The payment of the principal of, interest on or any
other amounts due on the Securities is subordinated in right of payment to all
existing and future Senior Obligations (as defined below) of the Company, as
described in the Indenture. Each Holder, by accepting a Security, agrees to such
subordination and authorizes and directs the Trustee on its behalf to take such
action as may be necessary or appropriate to effectuate the subordination so
provided and appoints the Trustee as its attorney-in-fact for such purpose.

         "Senior Obligations" means (i) all Debt of the Company and (ii) any
amount payable in respect of a long-term operating lease of aircraft or aircraft
engines, in each case, whether outstanding on the date of execution of the
Indenture or thereafter created, assumed or incurred, except such Debt or lease
obligations that are expressly stated to rank junior in right of payment to, or
pari passu in right of payment with, the Securities; provided, however, that
Senior Obligations shall not be deemed to include (a) any Debt of the Company
which, when incurred and without respect to any election under Section 1111(b)
of the United States Bankruptcy Code of 1978, was without recourse to the
Company, (b) trade accounts payable and accrued liabilities arising in the
ordinary course of business, (c) any Debt of the Company to any of its
Subsidiaries, (d) Debt to any employee of the Company and (e) Debt which by its
terms is subordinated to trade accounts payable or accrued liabilities arising
in the ordinary course of business to the extent that payments made to the
holders of such Debt by the Holders of the Securities as a result of the
subordination provisions of the Indenture would be greater than such payments
otherwise would have been as a result of any obligation of such holders of such
Debt to pay amounts over to the obligees on such trade accounts payable or
accrued liabilities arising in the ordinary course of business as a result of
subordination provisions to which such Debt is subject.

         "Debt" means (i) the principal of and premium and interest, if any, on
indebtedness for money borrowed, together with all fees, indemnities and
expenses payable under such obligations, (ii) purchase money and similar
obligations, (iii) obligations under capital leases, (iv) guarantees,
assumptions or purchase commitments relating to, or other transactions as a
result of which the Company is responsible for the payment of, such indebtedness
of others, (v) renewals, extensions and refunding of any such indebtedness, (vi)
interest or obligations in respect of any such indebtedness accruing after the
commencement of any insolvency or bankruptcy proceedings and (vii) obligations
associated with derivative products such as (a) securities contracts and foreign
currency exchange contracts, (b) derivative instruments, such as swap agreements
(including interest rate and foreign exchange rate swap agreements), cap
agreements, floor agreements, collar agreements, interest rate agreements,
foreign exchange agreements, options, commodity futures contracts and commodity
options contracts, and (c) similar financial instruments.

         13. Conversion. The Holder of any Security has the right, exercisable
at any time prior to 5:00 p.m., New York City time, on November 15, 2030, to
convert the principal amount thereof (or any portion thereof that is an integral
multiple of $50) into shares of Class B Common Stock at the initial conversation
price of $60 per share of Class B Common Stock for each $50 in aggregate
principal amount of Securities (equivalent to an initial conversion rate of
approximately 0.8333 shares of Class B Common Stock for each $50 in aggregate
principal amount of Securities). The conversion price and equivalent conversion
ratio in effect at any time are known as the "Applicable Conversion Price" and
the "Applicable Conversion Ratio," respectively, and are subject to adjustment
under certain circumstances. If a Security is called for redemption, the
conversion right will terminate at the close of business on the Business Day
immediately preceding the corresponding Redemption Date, unless the Company
defaults in making the payment due upon redemption.

         To convert a Security, a Holder must (1) complete and sign a conversion
notice substantially in the form attached hereto, (2) surrender the Security to
a Conversion Agent, (3) furnish appropriate endorsements or transfer documents
if required by the Security Registrar or Conversion Agent and (4) pay any
transfer or similar tax, if required. Upon conversion, no adjustment or payment
will be made for interest or dividends, but if any Holder surrenders a Security
for conversion after the close of business on the Regular Record Date for the
payment of an installment of interest and prior to the opening of business on
the next Interest Payment Date, then, notwithstanding such conversion, the
interest payable on such Interest Payment Date will be paid to the registered
Holder of such Security on such Regular Record Date. In such event, such
Security, when surrendered for conversion, need not be accompanied by payment of
an amount equal to the interest payable on such Interest Payment Date on the
portion so converted. The number of shares issuable upon conversion of a
Security is determined by dividing the principal amount of the Security
converted by the Applicable Conversion Price in effect on the Conversion Date.
No fractional shares will be issued upon conversion but a cash adjustment will
be made for any fractional interest. The outstanding principal amount of any
Security shall be reduced by the portion of the principal amount thereof
converted into shares of Class B Common Stock.

         14. Registration Rights. The holders of the Preferred Securities, the
Securities, the Guarantee Agreement and the shares of Class B Common Stock of
the Company issuable upon conversion of the Securities (collectively, the
"Registrable Securities") are entitled to the benefits of a Registration Rights
Agreement, dated as of November 10, 2000, among the Company, the Trust and the
Initial Purchasers (the "Registration Rights Agreement"). Pursuant to the
Registration Rights Agreement the Company and the Trust have agreed for the
benefit of the holders of the Registrable Securities that (i) they will, at the
Company's sole expense, prior to 90 days after the First Closing Date (as
defined in the Registration Rights Agreement), file a shelf registration
statement (the "Shelf Registration Statement") with the Commission with respect
to resales of the Registrable Securities, (ii) they will use their best efforts
to cause such Shelf Registration Statement to be declared effective under the
Securities Act prior to 180 days after the First Closing Date, and (iii) they
will use their best efforts to maintain such Shelf Registration Statement
continuously effective under the Securities Act (subject to certain exceptions
under the Registration Rights Agreement) until the second anniversary of the
effectiveness of the Shelf Registration Statement or such other period as shall
be required under Rule 144(k) thereunder or any successor rule or regulation
thereto or such earlier date as is provided in the Registration Rights
Agreement. If the Company fails to comply with either of clauses (ii) or (iii)
above, subject to certain exceptions provided in the Registration Rights
Agreement, (a "Registration Default") then, at such time, the Applicable Rate
will increase by 50 basis points (.50%). Such increase will remain in effect
from and including the date on which any such Registration Default shall occur
to but excluding the date on which all Registration Defaults have been cured, on
which date the interest rate on the Securities will revert to the interest rate
originally borne by the Securities.

         15. Registration, Transfer, Exchange and Denominations. As provided in
the Indenture and subject to certain limitations therein set forth, the transfer
of this Security is registrable in the Security Register, upon surrender of this
Security for registration of transfer at the office or agency of the Company in
New York, New York, duly endorsed by, or accompanied by a written instrument of
transfer in form satisfactory to the Company and the Security Registrar duly
executed by, the Holder hereof or his attorney duly authorized in writing, and
thereupon one or more new Securities, of authorized denominations and for the
same aggregate principal amount, will be issued to the designated transferee or
transferees.

         The Securities are issuable only in registered form without coupons in
denominations of $50 and integral multiples thereof. No service charge shall be
made for any such registration of transfer or exchange, but the Company may
require payment of a sum sufficient to cover any tax or other governmental
charge payable in connection therewith. Prior to due presentment of this
Security for registration of transfer, the Company, the Trustee and any agent of
the Company or the Trustee may treat the Person in whose name this Security is
registered as the owner hereof for all purposes, whether or not this Security be
overdue, and neither the Company, the Trustee nor any such agent shall be
affected by notice to the contrary. In the event of redemption or conversion of
this Security in part only, a new Security or Securities for the unredeemed or
unconverted portion hereof will be issued in the name of the Holder hereof upon
the cancellation hereof.

         16. Unclaimed Money. If money for the payment of principal or interest
remains unclaimed for two years, the Trustee and the Paying Agent shall pay the
money back to the Company at its written request. After that, Holders of
Securities entitled to the money must look to the Company for payment unless an
abandoned property law designates another Person and all liability of the
Trustee and such Paying Agent with respect to such money shall cease.

         17. Events of Default and Remedies. The Securities shall have the
Events of Default as set forth in Section 5.01 of the Indenture. Subject to
certain limitations in the Indenture, if an Event of Default occurs and is
continuing, the Trustee by notice to the Company or the Holders of at least 25%
in aggregate principal amount of the Outstanding Securities by notice to the
Company and the Trustee may declare all amounts payable on the Securities
(including any Additional Payments) to be due and payable immediately; provided
that, if the Property Trustee is the sole Holder of the Security and if upon an
Event of Default, the Trustee or the Holder of not less than 25% in aggregate
principal amount of the then outstanding Securities fail to declare the
principal of all the Securities to be immediately due and payable, the Holders
of at least 25% in aggregate liquidation amount of Preferred Securities then
outstanding shall have such right by a notice in writing to the Company and the
Trustee; and upon any such declaration such principal and all accrued interest
shall become immediately due and payable; and provided further that the payment
of principal and interest on such Securities shall remain subordinated to the
extent provided in the Indenture.

         In the case of an Event of Default, the holders of a majority in
principal amount of the Outstanding Securities by written notice to the Trustee
may rescind an acceleration and its consequences if the rescission would not
conflict with any judgment or decree and if all existing Events of Default have
been cured or waived except nonpayment of principal or interest that has become
due solely because of the acceleration.

         Holders may not enforce the Indenture or the Securities except as
provided in the Indenture. Subject to certain limitations, Holders of a majority
in principal amount of the then outstanding Securities issued under the
Indenture may direct the Trustee in its exercise of any trust or power. The
Company must furnish annually compliance certificates to the Trustee. The above
description of Events of Default and remedies is qualified by reference to, and
subject in its entirety by, the more complete description thereof contained in
the Indenture.

         18. Amendments, Supplements and Waivers. The Indenture permits, subject
to the rights of the holders of Preferred Securities set forth therein and in
the Declaration and with certain other exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the
Company, and the rights of the Holders of the Securities under the Indenture, at
any time, by the Company and the Trustee with the consent of the Holders of a
majority in aggregate principal amount of the Securities at the time
Outstanding. The Indenture also contains provisions permitting the Holders of
specified percentages in aggregate principal amount of the Securities at the
time Outstanding, on behalf of the Holders of all the Securities, subject to the
rights of the holders of the Preferred Securities set forth therein and in the
Declaration, to waive compliance by the Company with certain provisions of the
Indenture and certain past defaults under the Indenture and their consequences.
Any such consent or waiver by the Holder of this Security shall be conclusive
and binding upon such Holder and upon all future Holders of this Security and of
any Security issued upon the registration of transfer hereof or in exchange
therefor or in lieu hereof, whether or not notation of such consent or waiver is
made upon this Security. The above description of amendments, supplements and
waivers is qualified by reference to, and subject in its entirety, by the more
complete description thereof contained in the Indenture.

         19. Trustee Dealings with the Company. The Trustee, in its individual
or any other capacity, may become the owner or pledgee of the Securities and may
otherwise deal with the Company or an Affiliate with the same rights it would
have, as if it were not a Trustee, subject to certain limitations provided for
in the Indenture and in the Trust Indenture Act. Any Agent may do the same with
like rights.

         20. No Recourse Against Others. A director, officer, employee or
stockholder, as such, of the Company shall not have any liability for any
obligations of the Company under the Securities or the Indenture or for any
claim based on, in respect of, or by reason of such obligations or their
creation. Each Holder of the Securities by accepting a Security waives and
releases all such liability. The waiver and release are part of the
consideration for the issue of the Securities.

         21. Governing Law. THE INTERNAL LAWS OF THE STATE OF NEW YORK SHALL
GOVERN THE INDENTURE AND THE SECURITIES.

         22. Authentication. The Securities shall not be valid until
authenticated by the manual signature of an authorized officer of the Trustee or
an authenticating agent.

         23. Abbreviations. Customary abbreviations may be used in the name of a
Holder or an assignee, such as: TEN COM (= tenants in common), TEN ENT (=
tenants by the entireties), JT TEN (= joint tenants with right of survivorship
and not as tenants in common), CUST (= Custodian), and U/G/M/A (= Uniform Gifts
to Minors Act).


<PAGE>


                                 Assignment Form

To assign this Note, fill in the form below: (I) or (we) assign and transfer
this Note to


--------------------------------------------------------------------------------
                  (Insert assignee's soc. sec. or tax I.D. no.)


--------------------------------------------------------------------------------

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
              (Print or type assignee's name, address and zip code)


and irrevocably appoint
                       ---------------------------------------------------------
to transfer this Note on the books of the Company.  The agent may substitute
another to act for him.





Date:
Your Signature:
               -----------------------------------------------------------------
                 (Sign exactly as your name appears on the face of this Note)

                              SIGNATURE GUARANTEE(4)

--------------------------------------------------------------------------------

----------------
4    (Signature must be guaranteed by an "eligible guarantor institution" that
     is a bank, stockbroker, savings and loan association or credit union
     meeting the requirements of the Registrar, which requirements include
     membership or participation in the Security Transfer Agent Medallion
     Program ("STAMP") or such other "signature guarantee program" as may be
     determined by the Registrar in addition to, or in substitution for, STAMP,
     all in accordance with the Securities Exchange Act of 1934, as amended.)

<PAGE>


  [INCLUDE THE FOLLOWING IF THE SECURITY BEARS A RESTRICTED SECURITIES LEGEND]

         In connection with any transfer of any of the Securities evidenced by
this certificate, the undersigned confirms that such Securities are being:

                               CHECK ONE BOX BELOW

          (1)  |_| exchanged for the undersigned's own account without transfer;
                   or

          (2)  |_| transferred  pursuant  to and in  compliance  with Rule 144A
                   under the Securities Act of 1933; or

          (3)  |_| transferred  pursuant to and in compliance  with Regulation S
                   under the Securities Act of 1933; or

          (4)  |_| transferred pursuant to another available exemption from the
                   registration requirements of the Securities Act of 1933.

          (5)  |_| transferred pursuant to an effective registration statement
                   under the Securities Act.

Unless one of the boxes is checked, the Trustee will refuse to register any of
the Securities evidenced by this certificate in the name of any person other
than the registered Holder thereof; provided, however, that if box (3) or (4) is
checked, the Trustee may require, prior to registering any such transfer of the
Securities, such legal opinions, certifications and other information as the
Company has reasonably requested to confirm that such transfer is being made
pursuant to an exemption from, or in a transaction not subject to, the
registration requirements of the Securities Act of 1933, such as the exemption
provided by Rule 144 under such Act.

                                    -----------------------------------
                                    Signature

                             Signature Guarantee:(5)


                                    -----------------------------------
                                    Signature

-------------------------

5    (Signature must be guaranteed by an "eligible guarantor institution" that
     is a bank, stockbroker, savings and loan association or credit union
     meeting the requirements of the Registrar, which requirements include
     membership or participation in the Securities Transfer Agents Medallion
     Program ("STAMP") or such other "signature guarantee program" as may be
     determined by the Registrar in addition to, or in substitution for, STAMP,
     all in accordance with the Securities Exchange Act of 1934, as amended.)

<PAGE>



                      [TO BE ATTACHED TO GLOBAL SECURITIES]

                                   SCHEDULE A

         The initial principal amount of this Global Security shall be $_______.
The following increases or decreases in the principal amount of this Global
Security have been made:

<TABLE>
 <S>         <C>                         <C>                    <C>               <C>
            Amount of decrease
             in Principal Amount
               of this Global                              Principal Amount of
             Security including     Amount of increase    this Global Security       Signature of
                increase upon       in Principal Amount      following such      authorized signatory
                 exercise of          of this Global          decrease (or           of Trustee or
Date Made   over-allotment option        Security               increase)        Securities Custodian
---------   ---------------------        --------               ---------        --------------------





</TABLE>


<PAGE>


                               ELECTION TO CONVERT

         To:  Continental Airlines, Inc.

         The undersigned owner of this Security hereby irrevocably exercises the
option to convert this Security, or the portion below designated, into Class B
Common Stock of Continental Airlines, Inc. in accordance with the terms of the
Indenture referred to in this Security, and directs that the shares issuable and
deliverable upon conversion, together with any check in payment for fractional
shares, be issued in the name of and delivered to the undersigned, unless a
different name has been indicated in the assignment below. If shares are to be
issued in the name of a person other than the undersigned, the undersigned will
pay all transfer taxes payable with respect thereto.

         Any holder, upon the exercise of its conversion rights in accordance
with the terms of the Indenture and the Security, agrees to be bound by the
terms of the Registration Rights Agreement relating to the Class B Common Stock
issuable upon conversion of the Securities.

Date:___________

in whole __

Portions of Security to be converted ($50 or integral multiples thereof):
$___________________

____________________________________ Signature (for conversion only)

Please Print or Typewrite Name and Address, Including Zip Code, and Social
Security or Other Identifying Number____________________________________________

________________________________________________________________________________

Signature Guarantee:(6)

________________________________________________________________________________

-----------------

6    (Signature must be guaranteed by an "eligible guarantor institution" that
     is, a bank, stockbroker, savings and loan association or credit union
     meeting the requirements of the Registrar, which requirements include
     membership or participation in the Securities Transfer Agents Medallion
     Program ("STAMP") or such other "signature guarantee program" as may be
     determined by the Registrar in addition to, or in substitution for, STAMP,
     all in accordance with the Securities Exchange Act of 1934, as amended.)