SECURITIES AND EXCHANGE COMMISSION
                          Washington, D.C.  20549

                               SCHEDULE 13D

                 Under the Securities Exchange Act of 1934
                            (Amendment No. 7)*

                        Continental Airlines, Inc.
                             (Name of Issuer)

                           Class A Common Stock
                      (Title of Class of Securities)

                                 210795209
                              (CUSIP Number)

                             James J. O'Brien
                        201 Main Street, Suite 2420
                         Fort Worth, Texas  76102
                              (817) 871-4000
         (Name, Address and Telephone Number of Person Authorized
                  to Receive Notices and Communications)

                             January 25, 1998
          (Date of Event Which Requires Filing of this Statement)

     If the filing person has previously filed a statement on Schedule 13G
to report the acquisition which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(b)(3) or (4), check the following
box / /.

     *The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter disclosures provided in a prior cover page.

     The information required on the remainder of this cover page shall
not be deemed to be "filed" for the purpose of Section 18 of the Securities
Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that
section of the Act but shall be subject to all other provisions of the Act
(however, see the Notes).

**The total number of Class A shares reported herein is 8,532,166, which
constitutes approximately 74.5% of the total number of Class A shares
outstanding.  The foregoing ownership percentages set forth herein assume that
there are 11,445,532 shares of the Class A Stock outstanding pursuant to Rule
13d-3(d)(1)(i) under the Act.  The number of outstanding shares of Class A 
Common Stock as reported in the Issuer's most recent quarterly report was
8,406,064.

<PAGE>

<PAGE>
1.   Name of Reporting Person:

     Air Partners, L.P.

2.   Check the Appropriate Box if a Member of a Group:
                                                       (a) / /

                                                       (b) /X/
3.   SEC Use Only

4.   Source of Funds:  OO-Partnership Contributions

5.   Check Box if Disclosure of Legal Proceedings is Required Pursuant to 
     Item 2(d) or 2(e):                           / /

6.   Citizenship or Place of Organization: Texas

                    7.   Sole Voting Power:
                         Class A - 5,263,188 (1)
Number of                
Shares
Beneficially             8.   Shared Voting Power: -0-
Owned By
Each                9.   Sole Dispositive Power:
Reporting                Class A - 5,263,188 (1)
Person With                   
                    10.  Shared Dispositive Power: -0-

11.  Aggregate Amount Beneficially Owned by Each Reporting Person:

                    Class A - 8,302,656 (2)

12.  Check Box if the Aggregate Amount in Row (11) Excludes Certain
     Shares:
                                                       /x/ See Item 2.

13.  Percent of Class Represented by Amount in Row (11):

                    Class A - 72.5% (2)(3)

14.  Type of Reporting Person: PN        

- ------------
(1)  Power is exercised through its two general partners, 1992 Air GP and
     Air II General, Inc.  Additionally, the voting and dispositive power
     may, under certain circumstances, be deemed to be shared with, or
     may be exercised by, the limited partners of Air Partners, L.P. as
     further described in Item 6 hereof.
(2)  Includes 3,039,468 shares of Class A Common Stock that may be
     acquired upon the exercise of warrants.
(3)  Assumes, pursuant to Rule 13d-3(d)(1)(i) under the Act, that there
     are 11,445,532 shares of Class A Common Stock outstanding which
     includes the warrants to purchase shares of Class A Common Stock
     held by Air Partners, L.P. but does not include warrants held by any
     other persons.

<PAGE>

<PAGE>
1.   Name of Reporting Person:

     1992 Air GP

2.   Check the Appropriate Box if a Member of a Group:
                                                       (a) / /

                                                       (b) /X/
3.   SEC Use Only

4.   Source of Funds:  Not Applicable

5.   Check Box if Disclosure of Legal Proceedings is Required Pursuant to
     Item 2(d) or 2(e):                                / /

6.   Citizenship or Place of Organization: Texas

                    7.   Sole Voting Power: -0-

Number of           8.   Shared Voting Power:
Shares                        Class A - 5,263,188 (1)(2)
Beneficially
Owned By
Each                9.   Sole Dispositive Power: -0-
Reporting
Person With

                    10.  Shared Dispositive Power:
                         Class A - 5,263,188 (1)(2)


11.  Aggregate Amount Beneficially Owned by Each Reporting Person:

                    Class A - 8,302,656(2)(3)

12.  Check Box if the Aggregate Amount in Row (11) Excludes Certain
     Shares:
                                                            /x/ See Item 2.

13.  Percent of Class Represented by Amount in Row (11):

                    Class A - 72.5% (3)(4)

14.  Type of Reporting Person: PN        

- -------------
(1)  Power is exercised through its majority general partner, 1992 Air,
     Inc.
(2)  Solely in its capacity as one of two general partners of Air
     Partners, L.P.  The voting and dispositive power may, under certain
     circumstances, be deemed to be shared with, or may be exercised by,
     the limited partners of Air Partners, L.P. as further described in
     Item 6 hereof.
(3)  Includes 3,039,468 shares of Class A Common Stock that may be
     acquired upon the exercise of warrants held by Air Partners, L.P.
(4)  Assumes, pursuant to Rule 13d-3(d)(1)(i) under the Act, that there
     are 11,445,532 shares of Class A Common Stock outstanding which
     includes the warrants to purchase shares of Class A Common Stock
     held by Air Partners, L.P. but does not include warrants held by any
     other persons.

<PAGE>

<PAGE>
1.   Name of Reporting Person:

     Air II General, Inc.

2.   Check the Appropriate Box if a Member of a Group:
                                                       (a) / /

                                                       (b) /X/

3.   SEC Use Only

4.   Source of Funds:  Not Applicable

5.   Check Box if Disclosure of Legal Proceedings is Required Pursuant to
     Item 2(d) or 2(e):                                / / 

6.   Citizenship or Place of Organization: Texas

                    7.   Sole Voting Power:  -0-

Number of           8.   Shared Voting Power:
Shares                        Class A - 5,263,188 (1)(2)
Beneficially
Owned By
Each                9.   Sole Dispositive Power: -0-
Reporting
Person With              10.  Shared Dispositive Power:
                         Class A - 5,263,188 (1)(2)

11.  Aggregate Amount Beneficially Owned by Each Reporting Person:

                    Class A - 8,302,656 (2)(3)

12.  Check Box if the Aggregate Amount in Row (11) Excludes Certain
     Shares:
                                                            /x/ See Item 2.

13.  Percent of Class Represented by Amount in Row (11):

                    Class A - 72.5% (3)(4)

14.  Type of Reporting Person: CO        

- ------------
(1)  Power is exercised through its controlling shareholder, David
     Bonderman.  
(2)  Solely in its capacity as one of two general partners of Air
     Partners, L.P.  The voting and dispositive power may, under certain
     circumstances, be deemed to be shared with, or may be exercised by,
     the limited partners of Air Partners, L.P. as further described in
     Item 6 hereof.
(3)  Includes 3,039,468 shares of Class A Common Stock that may be
     acquired upon the exercise of warrants held by Air Partners, L.P.  
(4)  Assumes, pursuant to Rule 13d-3(d)(1)(i) under the Act, that there
     are 11,445,532 shares of Class A Common Stock outstanding which
     includes the warrants to purchase shares of Class A Common Stock
     held by Air Partners, L.P. but does not include warrants held by any
     other persons.

<PAGE>

<PAGE>
1.   Name of Reporting Person:

     1992 Air, Inc.

2.   Check the Appropriate Box if a Member of a Group:
                                                       (a) / /

                                                       (b) /X/

3.   SEC Use Only

4.   Source of Funds:  Not Applicable

5.   Check Box if Disclosure of Legal Proceedings is Required Pursuant to
     Item 2(d) or 2(e):                                / /
 
6.   Citizenship or Place of Organization: Texas

                    7.   Sole Voting Power:
                         Class A - 213,110 (1)

Number of           8.   Shared Voting Power:
Shares                        Class A - 5,263,188 (1)(2)
Beneficially
Owned By
Each                9.   Sole Dispositive Power:
Reporting                Class A - 213,110 (1)
Person With
                    10.  Shared Dispositive Power:
                         Class A - 5,263,188 (1)(2)

11.  Aggregate Amount Beneficially Owned by Each Reporting Person:

                    Class A - 8,515,766 (2)(3)

12.  Check Box if the Aggregate Amount in Row (11) Excludes Certain
     Shares:
                                                            /x/ See Item 2.

13.  Percent of Class Represented by Amount in Row (11):

                    Class A - 74.4% (3)(4)

14.  Type of Reporting Person: CO        

- ------------
(1)  Power is exercised through its controlling shareholder, David
     Bonderman.  
(2)  Solely in its capacity as the majority general partner of 1992 Air
     GP with respect to 5,263,188 shares.  The voting and dispositive
     power with respect to the shares of Class A Common Stock held by Air
     Partners, L.P. may, under certain circumstances, be deemed to be
     shared with, or may be exercised by, the limited partners of Air
     Partners, L.P. as further described in Item 6 hereof.
(3)  Includes 3,039,468 shares of Class A Common Stock that may be
     acquired upon the exercise of warrants held by Air Partners, L.P.
(4)  Assumes, pursuant to Rule 13d-3(d)(1)(i) under the Act, that there
     are 11,445,532 shares of Class A Common Stock outstanding which
     includes the warrants to purchase shares of Class A Common Stock
     held by Air Partners, L.P. but does not include warrants held by any
     other persons.

<PAGE>

<PAGE>
1.   Name of Reporting Person:

     David Bonderman

2.   Check the Appropriate Box if a Member of a Group:
                                                       (a) / /

                                                       (b) /X/

3.   SEC Use Only

4.   Source of Funds:  Not Applicable

5.   Check Box if Disclosure of Legal Proceedings is Required Pursuant to
     Item 2(d) or 2(e):                                / /

6.   Citizenship or Place of Organization: David Bonderman is a citizen
     of the United States of America.

                    7.   Sole Voting Power: 
                         Class A - 16,400 (1)
                         Class B - 862,933 (2)

Number of           8.   Shared Voting Power:
Shares                        Class A - 5,263,188 (3)
Beneficially             
Owned By
Each                9.   Sole Dispositive Power: 
Reporting                Class A - 16,400 (1)
Person With                   Class B - 862,933 (2)

                    10.  Shared Dispositive Power:
                         Class A - 5,263,188 (3)
                    
11.  Aggregate Amount Beneficially Owned by Each Reporting Person:

                    Class A - 8,532,166 (1)(3)(4)
                    Class B - 871,933 (2)(7)

12.  Check Box if the Aggregate Amount in Row (11) Excludes Certain
     Shares:
                                                            /x/ See Item 2.

13.  Percent of Class Represented by Amount in Row (11):

                    Class A - 74.5% (4)(5)
                    Class B - 1.7% (2)(6)(7)

14.  Type of Reporting Person: IN

- ------------
(1)  Solely in his capacity as general partner of the Bonderman Family
     Limited Partnership with respect to 16,400 shares.
(2)  Solely in his capacity as general partner of the Bonderman Family
     Limited Partnership with respect to 682,448 shares of the Issuer's
     Class B Common Stock.
(3)  Solely in his capacities as the controlling shareholder of each of
     Air II General, Inc. and 1992 Air, Inc. with respect to 5,480,000
     shares Class A Common Stock held by Air Partners, L.P.  The voting
     and dispositive power with respect to the shares of Class A Common
     Stock held by Air Partners, L.P. may, under certain circumstances,
     be deemed to be shared with, or may be exercised by, the limited
     partners of Air Partners, L.P. as further described in Item 6
     hereof. 
(4)  Includes 3,039,468 shares of Class A Common Stock that may be
     acquired upon the exercise of warrants held by Air Partners, L.P.
(5)  Assumes, pursuant to Rule 13d-3(d)(1)(i) under the Act, that there
     are 11,445,532 shares of Class A Common Stock outstanding which
     includes the warrants to purchase shares of Class A Common Stock
     held by Air Partners, L.P. but does not include warrants held by any
     other persons.
(6)  Assumes, pursuant to Rule 13d-3(d)(1)(i) under the Act, that there
     are 50,298,587 shares of Class B Common Stock outstanding which
     includes the director options held by Mr. Bonderman.
(7)  Includes 9,000 shares of Class B Common Stock that may be acquired
     by Mr. Bonderman upon the exercise of outside director stock
     options. 

<PAGE>

<PAGE>
1.   Name of Reporting Person:

     Bonderman Family Limited Partnership

2.   Check the Appropriate Box if a Member of a Group:
                                                       (a) / /

                                                       (b) /X/

3.   SEC Use Only

4.   Source of Funds:  WC

5.   Check Box if Disclosure of Legal Proceedings is Required Pursuant to
     Item 2(d) or 2(e):                                / /

6.   Citizenship or Place of Organization: Texas

                    7.   Sole Voting Power: 
                         Class A - 16,400 (1)
                         Class B - 682,448 (1)

Number of           8.   Shared Voting Power:
Shares                        Class A - 88,979 (2)
Beneficially                  
Owned By
Each                9.   Sole Dispositive Power: 
Reporting                Class A - 16,400 (1)
Person With                   Class B - 682,448 (1)              

                    10.  Shared Dispositive Power:
                         Class A - 88,979 (2)
                         
11.  Aggregate Amount Beneficially Owned by Each Reporting Person:

                    Class A - 156,764 (2)(3)
                    Class B - 682,448

12.  Check Box if the Aggregate Amount in Row (11) Excludes Certain
     Shares:
                                                            /x/ See Item 2.

13.  Percent of Class Represented by Amount in Row (11):

                    Class A - 1.9% (3)(4)
                    Class B - 1.4% (5)

14.  Type of Reporting Person: PN

- ------------
(1)  Power is exercised through its general partner, David Bonderman.
(2)  Bonderman Family Limited Partnership also holds a limited
     partnership interest in Air Partners, L.P.  On the basis of certain
     provisions of the Partnership Agreement, Bonderman Family Limited
     Partnership may be deemed to beneficially own the shares of Class A
     Common Stock beneficially owned by Air Partners, L.P. that are
     attributable to such limited partnership interest.  Pursuant to Rule
     13d-4 under the Act, Bonderman Family Limited Partnership disclaims
     beneficial ownership of all such shares. 
(3)  Includes 51,385 shares of Class A Common Stock that may be acquired
     upon the exercise of warrants held by Air Partners, L.P. and
     attributable to the limited partnership interest in Air Partners,
     L.P. held by Bonderman  Family Limited Partnership.
(4)  Assumes, pursuant to Rule 13d-3(d)(1)(i) under the Act, that there
     are 8,457,449 shares of Class A Common Stock outstanding which
     includes the warrants to purchase Class A Common Stock held by  Air
     Partners, L.P. and attributable to the Bonderman Family Limited
     Partnership pursuant to the Partnership Agreement but does not
     include warrants held by any other persons.
(5)  Percentage is based on 50,289,587 outstanding shares of Class B
     Common Stock, as reported in the Issuer's most recent quarterly
     report.

<PAGE>

<PAGE>
1.   Name of Reporting Person:

     Bondo Air Limited Partnership

2.   Check the Appropriate Box if a Member of a Group:
                                                       (a) / /

                                                       (b) /X/

3.   SEC Use Only

4.   Source of Funds:  Not Applicable

5.   Check Box if Disclosure of Legal Proceedings is Required Pursuant to
     Item 2(d) or 2(e):                                / /

6.   Citizenship or Place of Organization: Texas

                    7.   Sole Voting Power: -0-
Number of      
Shares                   8.   Shared Voting Power:
Beneficially                  Class A - 889,805 (1)
Owned By
Each
Reporting           9.   Sole Dispositive Power: -0-
Person With
                    10.  Shared Dispositive Power:
                         Class A - 889,805 (1)

11.  Aggregate Amount Beneficially Owned by Each Reporting Person:

                    Class A - 1,403,664 (1)(2)

12.  Check Box if the Aggregate Amount in Row (11) Excludes Certain
     Shares:
                                                            /X/ See Item 2.

13.  Percent of Class Represented by Amount in Row (11):

                    Class A - 15.7% (2)(3)

14.  Type of Reporting Person: PN        

- -----------
(1)  Solely in its capacity as a limited partner of Air Partners, L.P. 
     On the basis of certain provisions of the Partnership Agreement,
     Bondo Air Limited Partnership ("Bondo Air") may be deemed to
     beneficially own the shares of Class A Common Stock beneficially
     owned by Air Partners, L.P. that are attributable to such limited
     partnership interests.  Pursuant to Rule 13d-4 under the Act, Bondo
     Air disclaims beneficial ownership of all such shares.
(2)  Includes 513,859 shares of Class A Common Stock that may be acquired
     upon the exercise of warrants held by Air Partners, L.P. and
     attributable to the limited partnership interest in Air Partners,
     L.P. held by Bondo Air.
(3)  Assumes, pursuant to Rule 13d-3(d)(1)(i) under the Act, that there
     are 8,919,923 shares of Class A Common Stock outstanding which
     includes the warrants to purchase Class A Common Stock held by  Air
     Partners, L.P. and attributable to the limited partnership interest
     held by Bondo Air pursuant to the Partnership Agreement but does not
     include warrants held by any other persons.

<PAGE>

<PAGE>
1.   Name of Reporting Person:

     Alfredo Brener

2.   Check the Appropriate Box if a Member of a Group:
                                                       (a) / /

                                                       (b) /X/

3.   SEC Use Only

4.   Source of Funds:  Not Applicable

5.   Check Box if Disclosure of Legal Proceedings is Required Pursuant to
     Item 2(d) or 2(e):                                / /

6.   Citizenship or Place of Organization: Alfredo Brener is a citizen of
     Mexico.

                    7.   Sole Voting Power: -0-

Number of                
Shares                   8.   Shared Voting Power:
Beneficially                  Class A - 876,458 (1)
Owned By
Each
Reporting           9.   Sole Dispositive Power: -0-
Person With

                    10.  Shared Dispositive Power:
                         Class A - 876,458 (1)

11.  Aggregate Amount Beneficially Owned by Each Reporting Person:

                    Class A - 1,382,609 (1)(2)

12.  Check Box if the Aggregate Amount in Row (11) Excludes Certain
     Shares:
                                                            /x/ See Item 2.

13.  Percent of Class Represented by Amount in Row (11):

                    Class A - 15.5% (2)(3)

14.  Type of Reporting Person: IN        

- ------------
(1)  Because Alfredo Brener, through a limited partnership whose
     corporate general partner he controls, owns warrants to purchase a
     98.5% limited partnership interest in Bondo Air, and on the basis of
     certain provisions of the limited partnership agreement of Bondo
     Air, Alfredo Brener may be deemed to beneficially own 98.5% of the
     shares of Class A Common Stock beneficially owned by Bondo Air or
     that may be deemed to be beneficially owned by Bondo Air that are
     attributable to Bondo Air's limited partnership interest in Air
     Partners.  Pursuant to Rule 13d-4 under the Act, Mr. Brener
     disclaims beneficial ownership of all such shares.
(2)  Includes 506,151 shares of Class A Common Stock that may be acquired
     upon the exercise of warrants held by Air Partners, L.P. and
     attributable to 98.5% of the limited partnership interest in Air
     Partners, L.P. held by Bondo Air.
(3)  Assumes, pursuant to Rule 13d-3(d)(1)(i) under the Act, that there
     are 8,912,215 shares of Class A Common Stock outstanding which
     includes the warrants to purchase Class A Common Stock held by  Air
     Partners, L.P. and attributable to Bondo Air Limited Partnership
     pursuant to the Partnership Agreement but does not include warrants
     held by any other persons.

<PAGE>
  
<PAGE>

     Pursuant to Rule 13d-2(a) of Regulation 13D-G of the General Rules
and Regulations under the Securities Exchange Act of 1934, as amended (the
"Act"), the undersigned hereby amend their Schedule 13D Statement dated August
8, 1995, as amended by Amendment No. 1 dated August 11, 1995, Amendment No. 2
dated April 3, 1996, Amendment No. 3 dated April 26, 1996, Amendment No. 4
dated May 13, 1996, Amendment No. 5 dated December 6, 1996 and Amendment No.
6 dated June 6, 1997 (the "Schedule 13D"), relating to the shares of Class A
Common Stock, par value $.01 per share ("Class A Stock"), of Continental
Airlines, Inc. (the "Issuer").  Unless otherwise indicated, all defined terms
used herein shall have the same meanings respectively ascribed to them in the
Schedule 13D.


ITEM 4.   PURPOSE OF TRANSACTION.

     Item 4 is amended and restated as follows:

     On January 25, 1998, Air Partners entered into an Investment
Agreement (the "Investment Agreement") among Northwest Airlines Corporation
("Northwest"), Newbridge Parent Corporation, a wholly owned subsidiary of
Northwest ("Holdco Sub"), Air Partners, the partners of Air Partners,
Bonderman Family, Air, Inc. and Air Saipan, Inc.  Pursuant to the Investment
Agreement, Bonderman Family, Air, Inc. and Air Saipan, Inc. (collectively, the
"Transferors") will exchange all of the Class A Stock of the Issuer directly
owned by them, and the partners in Air Partners will exchange all of their
partnership interests in Air Partners, for shares of the common stock of
Holdco Sub and cash upon the terms and subject to the conditions set forth
therein.  The Investment Agreement contemplates that, simultaneously with the
closing of the exchange, a wholly owned subsidiary of  Holdco Sub will merge
with and into Northwest in a transaction in which the outstanding capital
stock of Northwest will be converted into equivalent capital stock of Holdco
Sub having the same rights and preferences as the converted shares of
Northwest capital stock and Northwest will become a wholly owned subsidiary of
Holdco Sub.

     Pursuant to the Investment Agreement, the Reporting Persons agreed
(i) that Air Partners will, prior to the closing of the transactions
contemplated by the Investment Agreement (the "Closing"), exercise all
warrants owned by it to purchase shares of the Issuer's Class A Stock subject
to Air Partners' receipt of a loan from Northwest or Holdco Sub in an amount
equal to the aggregate exercise price ($28,356,015.00) of the warrants, (ii)
until the first anniversary of the Closing, not to solicit, initiate or
otherwise encourage any inquires, offers or proposals regarding any merger,
reorganization, consolidation, business combination or other fundamental
corporate transactions involving the Issuer or to otherwise take any action
that could reasonably be expected to prevent or interfere with the
consummation of the transactions contemplated by the Investment Agreement or
the entry by the Issuer and Northwest into a strategic worldwide operating
alliance, (iii) not to sell any shares of the Issuer's Class A stock or
warrants except as contemplated by the Investment Agreement, and (iv) to vote
or cause to be voted all shares of the Issuer's Class A Stock owned by them
against, among other things, any business combination (other than a business
combination with Northwest or its affiliates) involving the Issuer, any change
in the Board of Directors of the Issuer or any material change in the Issuer's
corporate structure or business.  In addition, the Reporting Persons granted
to Robert L. Friedman, as designee of Northwest, a proxy to vote their shares
of the Issuer's Class A Stock in a manner consistent with the voting
agreements set forth in the Investment Agreement.

     If, prior to the fifth anniversary of the Closing, Holdco Sub,
Northwest or Air Partners intends to transfer to a third party any shares of
the Issuer's Class A Stock held by them as of the Closing, then Air, Inc. has
the right under the Investment Agreement to receive notice of any such
proposed transfer and to negotiate in good faith with the transferor regarding
the terms of a transaction in which Air, Inc. would acquire the securities to
be transferred.

     Each partner of Air Partners and each Transferor must elect to
receive either $60.82  or 1.2079 shares (the "Share Exchange Ratio") of Holdco
Sub Class A Common Stock in exchange for each share of the Issuer's Class A
Stock attributable to such partner's partnership interest in Air Partners and
for each share of the Issuer's Class A Common Stock, if any, owned directly by
such Transferor; provided that no more than 40% of the total exchange
consideration, valuing the Share Exchange Ratio at $60.82, received in the
exchange will consist of shares of Holdco Sub Class A Common Stock.

     The foregoing description of the Investment Agreement is qualified
in its entirety by reference to the Investment Agreement, a copy of which is
attached hereto as Exhibit 4.11.


ITEM 5.   INTERESTS IN SECURITIES OF THE ISSUER.

     Paragraphs (a)-(c) of Item 5 are hereby amended and restated in their
entireties as follows:

     (a)

     AIR PARTNERS

     The aggregate number of shares of the Class A Stock that Air Partners
owns beneficially, pursuant to Rule 13d-3 under the Act, is 8,302,656, which
constitutes approximately 72.5% of the 11,445,532 shares of such stock deemed
outstanding pursuant to Rule 13d-3(d)(1)(i) under the Act.  

     1992 AIR GP

     Because of its position as one of two general partners of Air
Partners, 1992 Air GP may, pursuant to Rule 13d-3 of the Act, be deemed to be
the beneficial owner of 8,302,656 shares of the Class A Stock, which
constitutes approximately 72.5% of the 11,445,532 shares of such stock deemed
outstanding pursuant to Rule 13d-3(d)(1)(i) under the Act.

     AIR II

     Because of its position as one of two general partners of Air
Partners, Air II may, pursuant to Rule 13d-3 of the Act, be deemed to be the
beneficial owner of 8,302,656 shares of the Class A Stock, which constitutes
approximately 72.5% of the 11,445,532 shares of such stock deemed outstanding
pursuant to Rule 13d-3(d)(1)(i) under the Act.

     AIR, INC.

     Because of its position as one of two general partners of 1992 Air
GP, and because of its direct ownership of 213,110 shares of the Class A
Stock, Air, Inc. may, pursuant to Rule 13d-3 of the Act, be deemed to be the
beneficial owner of an aggregate of 8,515,766 shares of the Class A Stock,
which constitutes approximately 72.5% of the 11,445,532 shares of such stock
deemed outstanding pursuant to Rule 13d-3(d)(1)(i) under the Act.

     BONDERMAN

     Because of his position as the controlling shareholder of each of Air
II and Air, Inc., and as the general partner of Bonderman Family, and because
he holds director stock options to acquire 9,000 shares of the Class B Stock, 
and because of his direct ownership of 180,483 shares of the Class B Stock, 
Bonderman may, pursuant to Rule 13d-3 of the Act, be deemed to be the
beneficial owner of (i) 8,532,116 shares of the Class A Stock, which
constitutes approximately 74.5% of the 11,445,532 shares of such stock deemed
outstanding pursuant to Rule 13d-3(d)(1)(i) under the Act, and (ii) an
aggregate 871,933 shares of the Class B Stock, which constitutes approximately
1.7% of the 50,298,587 shares of such stock deemed outstanding pursuant to
Rule 13d-3(d)(1)(i) under the Act.  

     BONDERMAN FAMILY

     The aggregate number of shares of the Class A Stock that Bonderman
Family owns, or may be deemed to own, beneficially, pursuant to Rule 13d-3
under the Act, is 156,764, 16,400 shares of which Bonderman Family owns
directly and 140,364 shares of which Bonderman Family may be deemed to own
beneficially because of its position as a limited partner of Air Partners, and
on the basis of certain provisions of the Partnership Agreement. In the
aggregate, such shares of Class A Stock constitute approximately 1.9% of the
8,457,449 shares of such stock deemed outstanding pursuant to Rule 13d-
3(d)(1)(i) under the Act.  The aggregate number of shares of the Class B Stock
that Bonderman Family owns, beneficially, pursuant to Rule 13d-3 under the
Act, is 682,448 which constitutes approximately 1.4% of the 50,289,587 shares
of such stock outstanding.  Pursuant to Rule 13d-4 under the Act, Bonderman
Family disclaims beneficial ownership of all such shares attributable to
Bonderman Family's limited partnership interest in Air Partners.

     BONDO AIR

     Because of its position as a limited partner of Air Partners, and on
the basis of certain provisions of the Partnership Agreement, Bondo Air may,
pursuant to Rule 13d-3 of the Act, be deemed to own beneficially 1,403,664
shares of the Class A Stock, which constitutes approximately 15.7% of the
8,919,923 shares of such stock deemed outstanding pursuant to Rule 13d-
3(d)(1)(i) under the Act.  Pursuant to Rule 13d-4 under the Act, Bondo Air
disclaims beneficial ownership of all such shares attributable to Bondo Air's
limited partnership interest in Air Partners.

     BRENER

     Because of his ownership, through a limited partnership whose
corporate general partner he controls, of warrants to purchase a 98.5% limited
partnership interest in Bondo Air, and on the basis of certain provisions of
the limited partnership agreement of Bondo Air and the Partnership Agreement,
Brener may, pursuant to Rule 13d-3 under the Act, be deemed to be the
beneficial owner of 1,382,609 shares of the Class A Stock, which constitutes
approximately 15.5% of the 8,912,215 shares of such stock deemed outstanding
pursuant to Rule 13d-3(d)(1)(i) under the Act.  Pursuant to Rule 13d-4 under
the Act, Brener disclaims beneficial ownership of all such shares attributable
to Bondo Air's limited partnership interest in Air Partners.

     To the best knowledge of each of the Reporting Persons, other than
as set forth above, none of the persons named in response to Item 2(a) herein
is the beneficial owner of any shares of the Class A Stock or the Class B
Stock.

     (b)  

     AIR PARTNERS

     Acting through its two general partners, Air Partners has the sole
power to vote or to direct the vote and to dispose or to direct the
disposition of 5,263,188 shares of the Class A Stock.  Additionally, the
voting and dispositive power with respect to such shares of Class A Common
Stock held by Air Partners may, under certain circumstances, be deemed to be
shared with, or may be exercised by, the limited partners of Air Partners as
further described in Item 6 hereof.

     1992 AIR GP

     In its capacity as one of two general partners of Air Partners, and
acting through its majority general partner, 1992 Air GP has the shared power
to vote or to direct the vote and to dispose or to direct the disposition of
5,263,188 shares of the Class A Stock.

     AIR II

     In its capacity as one of two general partners of Air Partners, and
acting through its controlling shareholder, Air II has the shared power to
vote or to direct the vote and to dispose or to direct the disposition of
5,263,188 shares of the Class A Stock.

     AIR, INC.

     In its capacity as the majority general partner of 1992 Air GP, and
acting through its controlling shareholder, Air, Inc. has the shared power to
vote or to direct the vote and to dispose or to direct the disposition of
5,263,188 shares of the Class A Stock.  Air, Inc. has the sole power to vote
or to direct the vote and to dispose or to direct the disposition of 213,110
shares of the Class A Stock.

     BONDERMAN

     In his capacity as the controlling shareholder of each of Air II and
Air, Inc., Bonderman has the shared power to vote or to direct the vote and to
dispose or to direct the disposition of 5,263,188 shares of the Class A Stock. 
In his capacity as the controlling shareholder of Air, Inc., Bonderman has the
sole power to vote or to direct the vote and to dispose or to direct the
disposition of an additional 213,110 shares of the Class A Stock.  In his
capacity as sole general partner of Bonderman Family, Bonderman has the sole
power to vote or to direct the vote and to dispose or to direct the
disposition of 16,400 shares of the Class A Stock and 682,448 shares of the
Class B Stock.  Bonderman also has the sole power to vote or to direct the
vote and to dispose or to direct the disposition of 180,483 shares of Class B
Stock owned directly by him.  Additionally, because of Bonderman's ownership
of direct and indirect limited partnership interests in Air Partners, and on
the basis of certain provisions of the Partnership Agreement, Bonderman may be
deemed to have shared power to vote or to direct the vote and to dispose or to
direct the disposition of shares of Class A Stock beneficially owned by Air
Partners attributable to such limited partnership interests in Air Partners.

     BONDERMAN FAMILY

     Acting through its sole general partner, Bonderman Family has the 
sole power to vote or to direct the vote and to dispose or to direct the
disposition of 16,400 shares of the Class A Stock and 682,448 shares of the
Class B Stock.  Additionally, because of its ownership of a limited
partnership interest in Air Partners, and on the basis of certain provisions
of the Partnership Agreement, Bonderman Family may be deemed to have shared
power to vote or to direct the vote and to dispose or to direct the
disposition of 88,979 shares of Class A Stock.

     BONDO AIR

     In its capacity as a limited partner of Air Partners, and on the
basis of certain provisions of the Partnership Agreement, Bondo Air may be
deemed to have shared power to vote or to direct the vote and to dispose or to
direct the disposition of 889,805 shares of the Class A Stock attributable to
Bondo Air's limited partnership interest in Air Partners.   

     BRENER

     Because of his ownership, through a limited partnership whose
corporate general partner he controls, of warrants to purchase a 98.5% limited
partnership interest in Bondo Air, and on the basis of certain provisions of
the limited partnership agreement of Bondo Air and the Partnership Agreement,
Brener may be deemed to have shared power to vote or to direct the vote and to
dispose or to direct the disposition of 876,458 shares of the Class A Stock
attributable to Bondo Air's limited partnership interest in Air Partners.  

     (c) As reported in Item 4 herein, on January 25, 1998, Air Partners
and  certain other of the Reporting Persons entered into the Investment
Agreement.

     Except as set forth in this paragraph (c), to the best of the
knowledge of each of the Reporting Persons, none of the persons named in
response to paragraph (a) has effected any transactions in the shares of the
Class A Stock during the past sixty days.


ITEM 6.   CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
          RESPECT TO SECURITIES OF THE ISSUER.

     Item 6 is hereby amended by adding the following:

     The response to Item 4 above is hereby incorporated by reference.

     Except as disclosed in this Schedule 13D (including the original
Schedule 13D filing, as amended), the Reporting Persons know of no contracts,
arrangements, understandings or relationships between or among themselves, or
between the Reporting Persons and any other person, with respect to any
securities of the Issuer.

ITEM 7.   MATERIALS TO BE FILED AS EXHIBITS.

Exhibit 4.11   Investment Agreement dated as of January 25, 1998, among
               Northwest Airlines Corporation, Newbridge Parent Corporation,
               Air Partners and the other parties named therein, filed
               herewith.

Exhibit 99.1   Agreement pursuant to Rule 13d-1(l)(iii), filed herewith.


<PAGE>

<PAGE>
     After reasonable inquiry and to the best of our knowledge and belief,
we certify that the information set forth in this statement is true, complete
and correct.

     Dated: January 30, 1998


                              AIR PARTNERS, L.P.

                              By:  1992 AIR GP,
                                   General Partner

                                   By:  1992 AIR, INC.,
                                        General Partner


                                        By:/s/James J. O'Brien
                                              James J. O'Brien,
                                              Vice President

                              1992 AIR GP

                              By:  1992 AIR, INC.,
                                   General Partner


                                   By:/s/James J. O'Brien
                                         James J. O'Brien,
                                         Vice President

                              AIR II GENERAL, INC.

                              By:/s/James J. O'Brien
                                    James J. O'Brien,
                                    Vice President

                              1992 AIR, INC.

                              By:/s/James J. O'Brien
                                    James J. O'Brien,
                                    Vice President

                              /s/James J. O'Brien 
                              James J. O'Brien,
                              Attorney-in-Fact for each of:
                              DAVID BONDERMAN (1)
                              ALFREDO BRENER (2)

                              BONDERMAN FAMILY LIMITED PARTNERSHIP

                              By:  David Bonderman, general partner


                              By:/s/James J. O'Brien, 
                              Attorney-in-Fact for DAVID BONDERMAN(1)



                              BONDO AIR LIMITED PARTNERSHIP

                              By:  1992 AIR, INC.,
                                   General Partner

                                   By:/s/James J. O'Brien
                                        James J. O'Brien,
                                        Vice President


(1)  A Power of Attorney authorizing James J. O'Brien to act on behalf of
     David Bonderman was previously filed with the Commission.

(2)  A Power of Attorney authorizing James J. O'Brien to act on behalf of
     Alfredo Brener was previously filed with the Commission.

<PAGE>

<PAGE>

                               EXHIBIT INDEX

EXHIBIT NO.         DESCRIPTION

   4.1         Subscription and Stockholders' Agreement, dated as of April
               27, 1993, among Air Partners, Air Canada and the Issuer,
               previously filed. 

   4.2         Warrant Agreement, dated as of April 27, 1993, by and
               between the Issuer and the Warrant Agent as defined therein,
               previously filed.

   4.3         Registration Rights Agreement dated as of April 27, 1993, among
               Air Partners, Air Canada and the Issuer, previously filed.

   4.4         Form of Lock Up Agreement between Air Partners and Goldman
               Sachs International, previously filed.

   4.5         Form of Lock Up Agreement between each Partner of Air
               Partners and the Issuer, previously filed.

   4.6         Form of Assignment of Registration Rights by Air Partners in
               favor of each Partner of Air Partners, previously filed.

   4.7         Amendment to Subscription and Stockholders' Agreement, dated
               as of April 19, 1996, among Air Partners, Air Canada and the
               Issuer, previously filed.

   4.8         Amended and Restated Registration Rights Agreement, dated as
               of April 19, 1996 among the Issuer, Air Partners, and Air
               Canada, previously filed.

   4.9         Warrant Purchase Agreement, dated as of May 2, 1996, by and
               between the Issuer and Air Partners, previously filed.

   4.10        Warrant Purchase Agreement, dated as of May 27, 1997, by and     
          between the Issuer and Air Partners filed herewith.

   4.11        Investment Agreement dated as of January 25, 1998, among    
          Northwest Airlines Corporation, Newbridge Parent Corporation,    Air
          Partners and the other parties named therein, previously    filed.

  24.1         Power of Attorney dated August 7, 1995, by Alfredo Brener,
               previously filed.

  99.1         Agreement pursuant to Rule 13d-1(f)(1)(iii), filed herewith.

  99.2         Amended and Restated Limited Partnership Agreement of Air
               Partners, L. P., together with the first amendment thereto,
               previously filed.

  99.3         Second and Third Amendments to the Amended and Restated Limited
               Partnership Agreement of Air Partners, L.P., previously filed.

<PAGE>





                               EXHIBIT 99.1

 Pursuant to Rule 13d-1(f)(1)(iii) of Regulation 13D-G of the General
Rules and Regulations of the Securities and Exchange Commission under the
Securities Exchange Act of 1934, as amended, the undersigned agree that the
statement to which this Exhibit is attached is filed on behalf of them in the
capacities set forth hereinbelow.

                          AIR PARTNERS, L.P.

                          By:  1992 AIR GP,
                               General Partner

                               By:  1992 AIR, INC.,
                                    General Partner

                                    By:/s/James J. O'Brien
                                          James J. O'Brien,
                                          Vice President

                          1992 AIR GP

                          By:  1992 AIR, INC.,
                               General Partner

                               By:/s/James J. O'Brien
                                     James J. O'Brien,
                                     Vice President


                          AIR II GENERAL, INC.

                          By:/s/James J. O'Brien
                                James J. O'Brien,
                                Vice President

                          1992 AIR, INC.

                          By:/s/James J. O'Brien
                                James J. O'Brien,
                                Vice President


                          /s/James J. O'Brien
                          James J. O'Brien,
                          Attorney-in-Fact for each of:
                          DAVID BONDERMAN (1)
                          ALFREDO BRENER (2)

                          BONDERMAN FAMILY LIMITED PARTNERSHIP

                          By:  David Bonderman, general partner


                          By:/s/James J. O'Brien,
                          Attorney-in-Fact for DAVID BONDERMAN(1)


                          BONDO AIR LIMITED PARTNERSHIP

                          By:  1992 AIR, INC.,
                               General Partner

                               By:/s/James J. O'Brien
                                    James J. O'Brien,
                                    Vice President


(1)   A Power of Attorney authorizing James J. O'Brien to act on behalf of
      David Bonderman was previously filed with the Commission.

(2)   A Power of Attorney authorizing James J. O'Brien to act on behalf of

      Alfredo Brener was previously filed with the Commission.

<PAGE>



                               EXHIBIT 4.11

      INVESTMENT AGREEMENT, dated as of January 25, 1998, among
NORTHWEST AIRLINES CORPORATION, a Delaware corporation ( Parent ), NEWBRIDGE
PARENT CORPORATION, a Delaware corporation and, as of the date of this
Agreement, a wholly owned subsidiary of Parent ( Holdco Sub ), AIR PARTNERS,
L.P., a Texas limited partnership (the  Partnership ), the partners of the
Partnership identified on the signature pages hereof (the  Partners ),
BONDERMAN FAMILY LIMITED PARTNERSHIP, a Texas limited partnership ( Transferor
I ), 1992 AIR, INC., a Texas corporation ( Transferor II ), and AIR SAIPAN,
INC., a CNMI corporation ("Transferor III" and, collectively with Transferor
I and Transferor II, the  Transferors ).


                           W I T N E S S E T H :


      WHEREAS, the Partners own, of record and beneficially, 100% of the
general and limited partnership interests (the  Partnership Interests ) in the
Partnership;

      WHEREAS, the Partnership owns, of record and beneficially, (i)
5,263,188 shares of Class A Common Stock, par value $.01 per share (the
 Company Class A Common Stock ), of Continental Airlines, Inc. (the
 Company ), (ii) a warrant to purchase 2,298,134 shares of Company Class A
Common Stock at a price of $7.50 per share (the  $7.50 Warrant ) and (iii) a
warrant to purchase 741,334 shares of Company Class A
 Common Stock at a price
of $15.00 per share (the  $15.00 Warrant  and, collectively with the $7.50
Warrant, the  Warrants );

      WHEREAS, the Partners, Parent and Holdco Sub wish to exchange the
Partnership Interests for Holdco Sub Class A Common Stock (as hereinafter
defined) and cash upon the terms and subject to the conditions set forth
herein;

      WHEREAS, the Transferors own, of record and beneficially, 233,212
shares of Company Class A Common Stock, which the Transferors, Parent and
Holdco Sub wish to exchange for shares of Holdco Sub Class A Common Stock and
cash upon the terms and subject to the conditions set forth herein;

      WHEREAS, Parent has (i) formed Holdco Sub, the certificate of
incorporation, by-laws and equity capital structure of which are substantially
identical in all material respects to those of Parent and (ii) formed a newly
created, wholly owned subsidiary of Holdco Sub named Merger Sub ( Merger
Sub ), which shall merge (the  Merger ) with and into Parent on the Closing
Date (as hereinafter defined) in a transaction in which the outstanding
capital stock of Parent shall be converted into equivalent capital stock of
Holdco Sub having the same rights and preferences and Parent shall become a
wholly owned subsidiary of Holdco Sub; 

      WHEREAS, concurrently with the consummation of the Merger, Holdco
Sub shall issue shares of its Class A Common Stock, par value $.01 per share
(the  Holdco Sub Class A Common Stock ), to (x) the Share Electing Partners
(as hereinafter defined) in respect of each share of Company Class A Common
Stock allocable to the Share Electing Partners on the Closing Date, and (y)
Transferor I and Transferor II (the "Share Electing Transferors") in respect
of each share of Company Class A Common Stock owned by such Transferors; 

      WHEREAS, it is intended that the collective exchange of (i) shares
of capital stock of Parent for shares of capital stock of Holdco Sub in
connection with the Merger, (ii) the Share Electing Partners' interests in the
Partnership in exchange for shares of Holdco Sub Class A Common Stock and
(iii) shares of Company Class A Common Stock owned by the Share Electing
Transferors in exchange for shares of Holdco Sub Class A Common Stock
(collectively, the "Exchange") shall be a tax-free exchange described in
Section 351(a) and/or a reorganization described in Section 368(a) of the
Internal Revenue Code of 1986, as amended (the  Code );

      WHEREAS, the Merger shall be consummated without the vote of the
stockholders of Parent pursuant to the provisions of Section 251(g) of the
Delaware General Corporation Law (the  DGCL ); 

      WHEREAS, concurrently with the closing of the transactions
contemplated hereby (the  Closing ), Holdco Sub, the Share Electing Partners
and the Share Electing Transferors will enter into the Standstill Agreement
(as hereinafter defined), to establish certain restrictions with respect to
the shares of Holdco Sub Class A Common Stock to be owned by the Share
Electing Partners and the Share Electing Transferors following the Closing, as
well as certain restrictions in respect of the capital stock of Holdco Sub,
corporate governance and other related corporate matters;

      WHEREAS, concurrently with the Closing, the Share Electing
Partners, the Share Electing Transferors, the Holders' Representative (as
hereinafter defined) and Holdco Sub will enter into the Registration Rights
Agreement (as hereinafter defined), to provide the Share Electing Partners and
the Share Electing Transferors with certain rights to sell their shares of
Holdco Sub Class A Common Stock in transactions registered under the
Securities Act of 1933, as amended (the  Securities Act ); and

      WHEREAS, concurrently with the Closing, the Partners, Parent and
Holdco Sub will enter into the Partnership Agreement Amendment (as hereinafter
defined), (a) to provide for the admission to the Partnership of Holdco Sub
and Parent, (b) to reflect the withdrawal from the Partnership of the Cash
Electing Partners (as hereinafter defined) and the Share Electing Partners and
(c) to substitute Holdco Sub for Transferor I as managing general partner;

      NOW, THEREFORE, in consideration of the premises and the mutual
covenants herein contained, the parties hereto hereby agree as follows:


                                ARTICLE 1.    


                                DEFINITIONS

           a.     Defined Terms.  Terms not otherwise defined herein
                shall have the following meanings:


       affiliate  means, when used with respect to another Person, any
 Person who is, whether directly or indirectly, through one or more
 intermediaries, controlling, controlled by or under common control with
 such Person.  

       Agreement  means this Investment Agreement, as amended,
 supplemented or otherwise modified from time to time in accordance with
 its terms.

       beneficially own  has the meaning given such term in Rule 13d-3
 under the Exchange Act, as in effect on the date hereof.  As used
 herein, the phrases  beneficial ownership  and  beneficial owner  have
 correlative meanings.

       Business Day  means any day that is not a Saturday, Sunday or
 other day on which banks are required or authorized by law to be closed
 in New York, New York or in Minneapolis, Minnesota.

       Credit Agreement  means the Amended and Restated Credit Agreement
 dated as of October 16, 1996, among Northwest Airlines Corporation, NWA
 Inc., Northwest Airlines, Inc., ABN AMRO Bank N.V., Bankers Trust
 Company, Chase Securities Inc., Citibank, N.A., National Westminster
 Bank PLC, First Bank National Association and various lending
 institutions. 

       Dollars  and  $  mean lawful currency of the United States of
 America.

       Exchange Act  means the Securities Exchange Act of 1934, as
 amended.

       Fully Diluted Voting Power  of any Person shall be calculated by
 dividing (i) the sum of (A) ten times the aggregate number of shares of
 Company Class A Common Stock beneficially owned by such Person
 (assuming exercise of the Warrants, in the case of the Partnership, and
 exercise of any other outstanding securities held by such Person that
 are convertible into or exercisable or exchangeable for shares of
 Company Class A Common Stock) and (B) the number of shares of Company
 Class B Common Stock beneficially owned by such Person (assuming
 exercise of any outstanding securities held by such Person that are
 convertible into or exercisable or exchangeable for shares of Company
 Class B Common Stock) by (ii) the sum of (A) ten times the aggregate
 number of outstanding shares of Company Class A Common Stock (assuming
 the exercise of all outstanding securities convertible into or
 exercisable or exchangeable for shares of Company Class A Common Stock)
 and (B) the aggregate number of outstanding shares of Company Class B
 Common Stock (assuming the exercise of all outstanding securities
 convertible into or exercisable or exchangeable for shares of Company
 Class B Common Stock).

       Governmental Authority  means any foreign, federal, state or
 local government or any court, administrative agency or commission or
 other governmental agency or authority, whether domestic or foreign.

       Holders' Representative  means Transferor II.

       HSR Act  means the Hart-Scott-Rodino Antitrust Improvements Act
 of 1976, as amended.

       Lien  means any mortgage, pledge, hypothecation, assignment,
 deposit arrangement, encumbrance, lien (statutory or other), other
 charge or security interest; or any preference, priority or other
 arrangement or preferential arrangement of any kind or nature
 whatsoever (including, without limitation, any conditional sale or
 other title retention agreement having substantially the same economic
 effect as any of the foregoing).

       material adverse effect  with respect to any Person means a
 material adverse effect (i) on the financial condition, business,
 liabilities, properties, assets or results of operations of such Person
 and its subsidiaries, taken as a whole, or (ii) on the ability of such
 Person to perform its obligations under or to consummate the
 transactions contemplated by this Agreement.
 
       Merger Agreement  means the Agreement and Plan of Merger dated as
 of the date hereof in the form of Exhibit A among Parent, Holdco Sub
 and Merger Sub.

       Partnership Agreement  means the Amended and Restated Limited
 Partnership Agreement of Air Partners, L.P., dated as of November 9,
 1992, as amended by the First Amendment, dated as of July 25, 1995, the
 Second Amendment, dated as of August 7, 1996, and the Third Amendment,
 dated as of May 22, 1997. 

       Partners' Representative  means Transferor II.

       Person  means an individual, partnership, limited liability
 company, corporation, business trust, joint stock company, trust,
 unincorporated association, joint venture, Governmental Authority or
 other entity of whatever nature.

       Registration Rights Agreement  means the Registration Rights
 Agreement in the form of Exhibit C to be executed by Holdco Sub, the
 Holders' Representative, the Share Electing Transferors and the Share
 Electing Partners on the Closing Date.

       Restated Partnership Agreement  means the Second Amended and
 Restated Limited Partnership Agreement of Air Partners, L.P., in the
 form of Exhibit B to be executed by the Partners, Parent and Holdco
 Sub.

       Restrictions  means, when used with respect to any specified
 security, any stockholders or other trust agreement, option, warrant,
 escrow, proxy, buy-sell agreement, power of attorney or other contract,
 agreement or arrangement which (i) grants to any Person the right to
 sell or otherwise dispose of or vote such specified security or any
 interest therein or (ii) restricts the transfer of, or the exercise of
 any rights or the enjoyment of any benefits by reason of, the ownership
 of such specified security.

       Standstill Agreement  means the Standstill Agreement in the form
 of Exhibit D to be entered into by Parent, each of the Share Electing
 Partners and each of the Share Electing Transferors on the Closing
 Date.

       subsidiary  of any Person means another Person, an amount of the
 voting securities, other voting ownership or voting partnership
 interests of which is sufficient to elect at least a majority of its
 board of directors or other governing body (or, if there are no such
 voting interests, 50% or more of the equity interests of which) is
 owned directly or indirectly by such first Person; provided, however,
 that after the Closing the term  subsidiary  when used with respect to
 Parent or Holdco Sub shall not include the Company.

       Transactions  means the transactions described in Section 2.4(b).

       Voting Power  of any Person shall be calculated by dividing (i)
 the sum of (A) ten times the aggregate number of outstanding shares of
 Company Class A Common Stock beneficially owned by such Person
 (assuming, in the case of the Partnership, exercise of the Warrants)
 and (B) the number of outstanding shares of Company Class B Common
 Stock beneficially owned by such Person by (ii) the sum of (A) ten
 times the aggregate number of outstanding shares of Company Class A
 Common Stock (assuming exercise of the Warrants) and (B) the aggregate
 number of outstanding shares of Company Class B Common Stock.


                                ARTICLE 2.    


           EXCHANGE OF PARTNERSHIP INTERESTS; TRANSFER OF SHARES

           a.     Exchange of Partnership Interests; Transfer of Shares. 
                Upon the terms and subject to the conditions of this
                Agreement, each of Parent and Holdco Sub agrees to
                exchange, and each Partner agrees to exchange, each of
                such Partner's Partnership Interests free and clear of
                any Lien or Restriction created by any Partner or the
                Partnership or otherwise binding upon such Partnership
                Interest (other than any Lien or Restriction imposed
                pursuant to the terms of this Agreement) for shares of
                Holdco Sub Class A Common Stock and cash, as more fully
                set forth in this Article II.  Upon the terms and
                subject to the conditions of this Agreement, each of
                Parent and Holdco Sub agrees to exchange, and each
                Transferor agrees to exchange, each of such Transferor's
                shares of Company Class A Common Stock free and clear of
                any Lien or Restriction created by such Transferor or
                otherwise binding upon any such shares (other than any
                Lien or Restriction imposed pursuant to the terms of
                this Agreement) for shares of Holdco Sub Class A Common
                Stock and cash, as more fully set forth in this Article
                II.  Parent may assign to Holdco Sub its right to
                purchase any portion or all of the Partnership Interests
                of the Cash Electing Partners; provided, however, that
                no such assignment shall relieve Parent of its
                obligations under this Agreement.


           b.     Cash Election Share Price; Exchange Ratio.    Subject
                to adjustment in accordance with Section 2.3, Parent or
                Holdco Sub shall pay to each Partner set forth on
                Schedule 2.2(a) (each a  Cash Electing Partner ) in
                exchange for all of such Partner's Partnership Interests
                and to each Transferor that elects to receive cash in
                exchange for all the shares of Company Class A Common
                Stock owned by such Transferor, as set forth on Schedule
                2.2(a), $60.82 (the  Cash Election Share Price ) in
                respect of each share of Company Class A Common Stock
                owned by the Partnership on the Closing Date and
                allocable to such Cash Electing Partner in accordance
                with the Partnership Agreement (each an  Allocable
                Company Class A Share ) and each share of Company Class
                A Common Stock owned by such a Transferor, as the case
                may be.


      i.     Subject to adjustment in accordance with Section 2.3,
           Holdco Sub shall issue to each Partner set forth on Schedule
           2.2(b) (each a  Share Electing Partner ) in exchange for all
           of such Partner's Partnership Interests and to each
           Transferor that elects to receive shares in exchange for all
           the shares of Company Class A  Common Stock owned by such
           Transferor in respect of each Allocable Company Class A Share
           of such Share Electing Partner and each share of Company
           Class A Common Stock owned by a Transferor, as set forth on
           Schedule 2.2(b), 1.2079 shares (the  Share Exchange Ratio )
           of fully paid and non-assessable Holdco Sub Class A Common
           Stock. In the event that the aggregate number of shares of
           Holdco Sub Class A Common Stock to be issued to any Share
           Electing Partner or Transferor after giving effect to the
           calculation set forth in Section 2.3(a) would result in the
           issuance by Holdco Sub of a fractional share of Holdco Sub
           Class A Common Stock to such Share Electing Partner or
           Transferor, such fractional share shall be rounded to the
           nearest whole share.  The shares of Holdco Sub Class A Common
           Stock to be issued to the Share Electing Partners and the
           Transferors hereunder are referred to herein as the  Exchange
           Shares .  


      ii.    It is understood and agreed by the parties that Schedules
           2.2(a) and 2.2(b) may be modified by the Partners at any time
           on or prior to February 2, 1998; provided that no more than
           40% of the total exchange consideration, valuing the Share
           Exchange Ratio at $60.82, received by the Partners and the
           Transferors will consist of shares of Holdco Sub Class A
           Common Stock.


           c.     Adjustments to Cash Election Share Price and Exchange
                Ratio.


      i.     Exercise of Warrants.  In the event the Closing shall not
           have occurred prior to April 27, 1998 (or such later date on
           which the Warrants are to expire) (the  Warrant Exercise
           Date ), the Partnership shall exercise the Warrants in full
           prior to the close of business, New York City time, on such
           date.  In the event the Closing shall occur prior to the
           Warrant Exercise Date, the Partnership shall exercise the
           Warrants in full immediately prior to the Closing.  The
           Partnership shall not be required to exercise the Warrants in
           accordance with this Section 2.3(a) unless on or prior to the
           Warrant Exercise Date or the Closing Date, as the case may
           be, it shall have received from Parent or Holdco Sub
           immediately available funds in an amount equal to
           $28,356,015, which is equal to the aggregate exercise price
           for the Warrants (the  Aggregate Exercise Price ), or until
           immediately available funds in an amount equal to the
           Aggregate Exercise Price have been transferred to the Company
           by Parent on behalf of the Partnership.  The obligation of
           the Partnership to repay such advance shall be evidenced by
           a note in the form of Exhibit E (the  Note ), which note
           shall be secured by a pledge of the shares of Company Class
           A Common Stock issued upon exercise of the Warrants in the
           form of Exhibit F (the  Pledge ).  The Partnership shall pay
           to Parent interest on the Aggregate Exercise Price from (and
           including) the date on which the Aggregate Exercise Price is
           advanced to (or on behalf of) the Partnership to (but
           excluding) the date the Note (and such interest) is repaid. 
           Such interest, if any, and the Aggregate Exercise Price shall
           be payable by the Partnership to Parent, without offset, at
           the earlier to occur of (i) the Closing and (ii) the date
           this Agreement is terminated in accordance with its terms
           (the  Termination Date ).  Such interest shall accrue (A) for
           any period ending on or prior to July 25, 1998, at a rate
           equal to the sum of the  Applicable Eurodollar Margin  and
           the  Eurodollar Rate  at the time in effect under the Credit
           Agreement, assuming a 30-day Interest Period (as defined in
           the Credit Agreement) (such interest rate from time to time
           in effect, the  Revolving Interest Rate ; provided, however,
           that no amendment to the Credit Agreement shall have the
           effect of modifying the Revolving Interest Rate hereunder)
           and (B) for any period from and including July 25, 1998, at
           a rate of 10% per annum.  If the Closing occurs, the
           aggregate Cash Election Share Price payable and/or the
           aggregate number of Exchange Shares to be delivered by Parent
           and Holdco Sub at the Closing shall be reduced by the amount
           of principal and interest payable by the Partnership under
           the Note (the  Payoff Amount ) in respect of each Partner in
           proportion to each Partner's allocable share of the Payoff
           Amount, the determination of the portion of the Payoff Amount
           allocable to the Cash Electing Partners and the Share
           Electing Partners to be made by the Partnership and notified
           to Parent in writing at least three Business Days in advance
           of the Closing.  Any reduction in the Exchange Shares to be
           issued shall be based on the average closing price for Parent
           Class A Common Stock as of the close of business for each of
           the ten trading days ending on and including the third
           Business Day preceding the Closing Date.


      ii.    Stock Splits, Dividends, etc. In the event that, between
           the date of this Agreement and the Closing, the outstanding
           shares of Parent Class A Common Stock or Holdco Sub Class A
           Common Stock shall have been changed into a different number
           of shares or a different class, by reason of any stock
           dividend, subdivision, reclassification, recapitalization,
           split, combination or exchange of shares, the Share Exchange
           Ratio shall be correspondingly adjusted to reflect such stock
           dividend, subdivision, reclassification, recapitalization,
           split, combination or exchange of shares.


           d.     Closing Date.    Unless this Agreement shall have been
                terminated and the transactions herein contemplated
                shall have been abandoned pursuant to Section 7.1(a) and
                subject to the satisfaction or waiver of the conditions
                set forth in Article V, the closing (the  Closing ) of
                the transactions contemplated by Sections 2.1 and 2.2
                will take place on the second Business Day following
                satisfaction or waiver of the conditions set forth in
                Article V, or at such other date and time as the parties
                shall otherwise mutually agree, at the offices of
                Simpson Thacher & Bartlett, 425 Lexington Avenue, New
                York, New York 10017 at 10:00 a.m., New York City time
                (the date on which the Closing occurs (the  Closing
                Date )).


      i.     At the Closing, the following actions shall occur:


           (1)       Parent or Holdco Sub shall pay or cause to be paid
                the aggregate Cash Election Share Price to or for the
                account of the Cash Electing Partners and Transferor III
                by wire transfer to such bank account (the  Designated
                Bank Account ) as the Partners' Representative shall
                designate in writing no later than two Business Days
                prior to the Closing Date;


           (2)       At the effective time of the Merger, Holdco Sub
                shall issue shares of Holdco Sub Class A Common Stock to
                the Share Electing Partners and the Share Electing
                Transferors as directed by the Partners' Representative
                in writing no later than two Business Days prior to the
                Closing Date;


           (3)       The parties shall execute and deliver, as
                applicable, (A) the Restated Partnership Agreement, (B)
                the Standstill Agreement and (C) the Registration Rights
                Agreement;


           (4)       Each of the Partners and the Transferors shall
                deliver to Parent and Holdco Sub or their designee such
                documents as Parent and Holdco Sub may reasonably
                request, including certificates for all shares of
                Company Class A Common Stock owned by the Partnership,
                to evidence the transfer to Parent and Holdco Sub or
                their designee of good and marketable title in and to
                all of the Partnership Interests being conveyed pursuant
                to this Agreement and the absence of any Liens or
                Restrictions on such shares of Company Class A Common
                Stock (other than any Lien or Restriction imposed
                pursuant to the terms of this Agreement), and all the
                shares of Company Class A Common Stock owned by the
                Transferors free and clear of any Lien or Restriction
                (other than any Lien or Restriction imposed pursuant to
                the terms of this Agreement); and


           (5)       Each party shall take such other actions, and shall
                execute and deliver such other instruments or documents,
                as shall be required under Article V.


           e.     Interest Payment.  In the event the Closing does not
                occur on or prior to May 25, 1998 (the  Interest Accrual
                Date ), Parent shall pay to the Partners and the
                Transferors at the Closing by wire transfer to the
                Designated Bank Account a lump-sum cash amount equal to
                the interest accrued (a) at the Revolving Interest Rate
                from (and including) the Interest Accrual Date to (but
                excluding) the six month anniversary of the Interest
                Accrual Date and (b) at a rate of 10% per annum from and
                including such six month anniversary to (but excluding)
                the Closing Date, in each case on the aggregate cash (or
                cash equivalent) value of the purchase price payable by
                Parent and Holdco Sub hereunder (assuming for purpose of
                such calculation that all the Partners and the
                Transferors are Cash Electing Partners).  Such interest
                shall be payable only if the Closing occurs. 



                                ARTICLE 3.    


                      REPRESENTATIONS AND WARRANTIES

           a.     Representations and Warranties of Parent and Holdco
                Sub.  Each of Parent and Holdco Sub represents and
                warrants to the Partnership, the Partners and the
                Transferors as of the date hereof and as of the Closing
                Date as follows:


      i.     Organization, Standing and Corporate Power.  Each of Parent
           and Holdco Sub is duly organized, validly existing and in
           good standing under the laws of the State of Delaware and has
           the requisite corporate power and authority to carry on its
           business as now being conducted.  Each of Parent and Holdco
           Sub is duly qualified or licensed to do business and is in
           good standing in each jurisdiction in which the nature of its
           business or the ownership or leasing of its properties makes
           such qualification or licensing necessary, other than in such
           jurisdictions where the failure to be so qualified or
           licensed (individually or in the aggregate) could not
           reasonably be expected to have a material adverse effect with
           respect to Parent or Holdco Sub.  


      ii.    Corporate Authorization.  The execution, delivery and
           performance by Parent and Holdco Sub of this Agreement and
           the Registration Rights Agreement and the consummation by
           Parent and Holdco Sub of the transactions contemplated hereby
           and thereby, have been duly authorized by all necessary
           corporate action, including by resolution of the respective
           Boards of Directors of Parent and Holdco Sub.  Each of this
           Agreement and the Registration Rights Agreement has been, or
           in the case of the Registration Rights Agreement, will be
           duly executed and delivered by each of Parent and Holdco Sub
           and constitutes or will constitute a valid and binding
           agreement of each of Parent and Holdco Sub, enforceable
           against Parent or Holdco Sub, as applicable, in accordance
           with its terms (subject to applicable bankruptcy, insolvency,
           reorganization, moratorium, fraudulent transfer and other
           similar laws affecting creditors' rights generally from time
           to time in effect and to general principles of equity,
           including concepts of materiality, reasonableness, good faith
           and fair dealing, regardless of whether in a proceeding at
           equity or at law).  The shares of Holdco Sub Class A Common
           Stock issued to the Share Electing Partners and the
           Transferors pursuant to Section 2.2(b), when issued in
           accordance with the terms hereof, will be duly authorized,
           validly issued, fully paid and nonassessable and not subject
           to preemptive rights, and will be free and clear of any Lien
           or Restriction (other than any Lien or Restriction imposed
           pursuant to the terms of this Agreement).


      iii.   Investment Intention.  Each of Parent and Holdco Sub is
           acquiring the Partnership Interests for its own account as
           principal for investment and not with a view to resale or
           distribution or with any present intention of distributing or
           selling the same.  Each of Parent and Holdco Sub is fully
           aware that such Partnership Interests have not been
           registered under the Securities Act or under any applicable
           state securities laws, and are being offered and sold in
           reliance on exemptions from the registration requirements of
           the Securities Act and all such laws.  Parent is and at the
           Closing Holdco Sub will be an  accredited investor  as such
           term is defined in Regulation D promulgated under the
           Securities Act.  Parent is and at the Closing Holdco Sub will
           be able to bear the economic risk of the investment in such
           Partnership Interests and has such knowledge and experience
           in financial and business matters, and knowledge of the
           business of the Partnership, as to be capable of evaluating
           the merits and risks of a prospective investment.  


      iv.    Parent Capitalization.   As of the date hereof, the
           authorized capital stock of Parent consists of (i) 45,020,000
           shares of preferred stock, par value $.01 per share ( Parent
           Preferred Stock ), of which (w) 10,000 shares have been
           designated Series A Preferred Stock, par value $.01 per share
           ( Parent Series A Preferred Stock ), (x) 10,000 shares have
           been designated Series B Preferred Stock, par value $.01 per
           share ( Parent Series B Preferred Stock ), (y) 25,000,000
           shares have been designated Series C Preferred Stock, par
           value $.01 per share ( Parent Series C Preferred Stock ), and
           (z) 3,000,000 shares have been designated Series D Junior
           Participating Preferred Stock, par value $.01 per share
           ( Parent Series D Preferred Stock ) and (ii) (x) 250,000,000
           shares of Class A Common Stock, par value $.01 per share
           ( Parent Class A Common Stock ), and (y) 65,000,000 shares of
           Class B Common Stock, par value $.01 per share ( Parent Class
           B Common Stock  and together with Parent Class A Common
           Stock,  Parent Common Stock ).  It is understood and agreed
           by the Parties that on or prior to the Closing Date the
           certificate of incorporation of Parent may be amended to
           convert all outstanding shares of Parent Class B Common Stock
           into shares of Parent Class A Common Stock and to eliminate
           the Parent Class A Common Stock.  As of the close of business
           on December 31, 1997, there were (i) no shares of Parent
           Series A Preferred Stock, no shares of Parent Series B
           Preferred Stock, 6,628,566 shares of Parent Series C
           Preferred Stock and no shares of Parent Series D Preferred
           Stock issued and outstanding; (ii) 95,587,010 shares of
           Parent Class A Common Stock and 1,393,867 shares of Parent
           Class B Common Stock issued and outstanding; (iii) 6,800,000
           shares of Class A Common Stock held in the treasury of
           Parent;  (iv) 5,391,311 shares of Parent Class A Common Stock
           reserved for issuance upon exercise of stock options of
           Parent outstanding or which may be granted pursuant to
           employee stock option and similar plans; and (v) 10,435,231
           shares of Parent Class A Common Stock reserved for issuance
           upon the conversion of Parent Class B Common Stock and Parent
           Series C Preferred Stock.  Except as described in the
           immediately preceding sentence and except for the preferred
           share purchase rights relating to the Parent Series D
           Preferred Stock, there are no securities of Parent or Holdco
           Sub (or their affiliates) currently outstanding that are
           convertible into or exercisable or exchangeable for shares of
           Parent Class A Common Stock. On the Closing Date, all
           outstanding shares of Parent's capital stock will be duly
           authorized, validly issued, fully paid and non-assessable.  


      v.     Holdco Sub Capitalization.  As of the date hereof, the
           authorized capital stock of Holdco Sub consists of 1,000
           shares of Holdco Sub Class A Common Stock.  As of the close
           of business on January 23, 1998, there were 1,000 shares of
           Holdco Sub Class A Common stock issued and outstanding. 
           Parent owns and, immediately prior to the Closing, Parent
           will own, of record and beneficially, 100% of the outstanding
           shares of Holdco Sub's capital stock, free and clear of all
           Liens and Restrictions other than those set forth in this
           Agreement and in the Merger Agreement.  As of the date hereof
           there are, and immediately prior to the Closing there will
           be, no warrants, options, rights, convertible securities or
           any other agreements, arrangements or commitments (other than
           this Agreement and the Merger Agreement) which obligate
           Parent or Holdco Sub to issue, sell or exchange any shares of
           Holdco Sub's capital stock to any Person (it being understood
           that at the effective time of the Merger, certain securities
           convertible into or exercisable or exchangeable for shares of
           Parent Common Stock will become convertible into shares of
           Holdco Sub Common Stock), other than shares of Parent Class
           A Common Stock, which are convertible into shares of Parent
           Class B Common Stock at any time on a one-for-one basis, and
           shares of Parent Class B Common Stock, which are convertible
           into shares of Parent Class A Common Stock at any time on a
           one-for-one basis.  The certificate of incorporation, by-laws
           and equity capital structure of Holdco Sub are, and at the
           Closing will be, identical in all material respects to those
           of Parent except as required by Section 251(g) of the DGCL. 
           The parties acknowledge that the capitalization of Holdco Sub
           will be modified in connection with the Merger as described
           in the Merger Agreement.  On the Closing Date, all
           outstanding shares of Holdco Sub's capital stock will be duly
           authorized, validly issued, fully paid and nonassessable.


      vi.    No Conflict.  Other than (i) the filing of a Form 3 and a
           Report on Schedule 13D under the Exchange Act, (ii)
           compliance with any applicable requirements of the HSR Act,
           (iii) compliance with any applicable requirements of the
           United States Department of Transportation (the  DOT ) and
           the European Commission, (iv) listing the Exchange Shares for
           quotation on the NASDAQ National Market and (v) the filing of
           a certificate of merger with respect to the Merger with the
           Secretary of State of the State of Delaware and appropriate
           documents in other states where Parent is qualified to do
           business, no filing with, and no permit, authorization,
           consent or approval of, any Governmental Authority is
           necessary for the execution of this Agreement or the
           Registration Rights Agreement by Parent or Holdco Sub and the
           consummation by Parent and Holdco Sub of the transactions
           contemplated hereby and thereby, except for such filings the
           failure of which to be made, individually or in the
           aggregate, could not reasonably be expected to have a
           material adverse effect on Parent, Holdco Sub and their
           subsidiaries, taken as a whole, or to prevent or materially
           delay the consummation of the transactions contemplated
           hereby and thereby.  Neither the execution and delivery of
           this Agreement or the Registration Rights Agreement by Parent
           or Holdco Sub nor the consummation by Parent or Holdco Sub of
           the transactions contemplated hereby or thereby, nor
           compliance by Parent or Holdco Sub with any of the provisions
           hereof or thereof (i) conflicts with or results in any breach
           of the charter or bylaws of Parent or Holdco Sub, (ii)
           contravenes, conflicts with or would constitute a violation
           of any provision of any law, regulation, judgment,
           injunction, order or decree binding upon Parent or Holdco
           Sub, or (iii) constitutes a default under or gives rise to
           any right of termination, cancellation or acceleration of any
           right or obligation of Parent or Holdco Sub or any of their
           respective subsidiaries or to a loss of any benefit to which
           Parent or Holdco Sub or any of their respective subsidiaries
           is entitled under any provision of any agreement, contract or
           other instrument binding on Parent or Holdco Sub or any of
           their respective subsidiaries or any license, franchise,
           permit or other similar authorization held by Parent or
           Holdco Sub or any of their respective subsidiaries, except,
           in the case of clauses (ii) and (iii), for any such
           contravention, conflict, violation, default, termination,
           cancellation, acceleration or loss that would not have a
           material adverse effect on Parent or Holdco Sub and their
           respective subsidiaries taken as a whole.  The Merger will be
           consummated without the vote of the stockholders of Parent,
           pursuant to the provisions of Section 251(g) of the DGCL.


      vii.   SEC Filings.


           (i)  Parent has timely filed all reports, schedules, forms,
      statements and other documents required by the Exchange Act to be
      filed with the Securities and Exchange Commission (the  SEC )
      since December 31, 1995 (the  Parent SEC Documents ).

               (ii)  As of its filing date, each Parent SEC Document did not
      contain any untrue statement of a material fact or omit to state
      any material fact necessary in order to make the statements
      therein, in the light of the circumstances under which they were
      made, not misleading, except to the extent that such statements
      have been modified or superseded by a later filed Parent SEC
      Document.

      viii.       Financial Statements.  The audited consolidated
                financial statements and unaudited consolidated interim
                financial statements of Parent included in Parent's
                Annual Report on Form 10-K for the fiscal year ended
                December 31, 1996 (the  Parent 10-K ) and its Quarterly
                Report on Form 10-Q for the fiscal quarter ended
                September 30, 1997 have been prepared in accordance with
                generally accepted accounting principles (except, in the
                case of unaudited statements, as permitted by Form 10-Q
                of the SEC) applied on a consistent basis during the
                periods involved (except as may be indicated in the
                notes thereto) and fairly present the consolidated
                financial position of Parent and its consolidated
                subsidiaries as of the dates thereof and their
                consolidated results of operations and cash flows for
                the periods then ended (subject to normal year-end
                adjustments in the case of any unaudited interim
                financial statements).  


      ix.    No Business Activities.  (i)  Holdco Sub has not conducted
           any activities other than in connection with the organization
           of Holdco Sub and Merger Sub, the negotiation and execution
           of this Agreement and the Merger Agreement and the
           consummation of the transactions contemplated hereby and
           thereby.  


      (ii)  As of the date of this Agreement Holdco Sub has, and as of
 immediately prior to the Closing Holdco Sub will have, no liabilities
 or obligations of any nature whatsoever, whether fixed, accrued,
 contingent, determined, determinable or otherwise and whether pursuant
 to contracts or otherwise (collectively,  Liabilities ), except those
 arising under or in connection with this Agreement, the Merger
 Agreement, the Standstill Agreement and the Registration Rights
 Agreement and the consummation of the transactions contemplated hereby
 and thereby.

      x.     No Required Vote.  No vote of the holders of any class of
           the outstanding capital stock of Parent is necessary to
           approve this Agreement, the Merger or the Transactions. 


      xi.    No Broker.  No investment banker, broker, finder,
           consultant or intermediary is entitled to be paid any
           investment banking, brokerage, finder's or similar fee or
           commission by Parent or Holdco Sub in connection with this
           Agreement or the Transactions.


           b.     Representations and Warranties of the Partnership and
                the Partners.  The Partnership and each Partner,
                severally and not jointly, represents and warrants to
                Parent and Holdco Sub as of the date hereof and as of
                the Closing Date as follows:


      i.     Organization, Standing and Power of the Partnership.  The
           Partnership is duly organized, validly existing and in good
           standing under the laws of the State of Texas and has the
           requisite partnership power and authority to carry on its
           business as now being conducted.  The Partnership is duly
           qualified or licensed to do business and is in good standing
           in each jurisdiction in which the nature of its business or
           the ownership or leasing of its properties makes such
           qualification or licensing necessary, other than in such
           jurisdictions where the failure to be so qualified or
           licensed (individually or in the aggregate) could not
           reasonably be expected to have a material adverse effect with
           respect to the Partnership.  The Partnership has delivered to
           Parent complete and correct copies of its certificate of
           limited partnership and the Partnership Agreement, in each
           case as amended to the date of this Agreement.


      ii.    Partnership Authorization.  The execution, delivery and
           performance by the Partnership of this Agreement and the
           consummation by the Partnership of the transactions
           contemplated hereby have been duly authorized by all
           necessary partnership action, and by all necessary action on
           the part of each Partner.  This Agreement has been duly
           executed and delivered by the Partnership and constitutes a
           valid and binding agreement of the Partnership, enforceable
           against the Partnership in accordance with its terms (subject
           to applicable bankruptcy, insolvency, reorganization,
           moratorium, fraudulent transfer and other similar laws
           affecting creditors' rights generally from time to time in
           effect and to general principles of equity, including
           concepts of materiality, reasonableness, good faith and fair
           dealing, regardless of whether in a proceeding at equity or
           at law).          


      iii.   Partnership Capitalization.  The authorized and issued
           equity capital of the Partnership consists solely of the
           general partnership interests and limited partnership
           interests described on Schedule 3.2(c).  The Partners own,
           and at the Closing Date the Partners will own, of record and
           beneficially, collectively 100% of the general and limited
           partnership interests of the Partnership, free and clear of
           all Liens and Restrictions (other than any Liens or
           Restrictions imposed pursuant to the terms of this Agreement
           or disclosed on Schedule 3.2(c)).  Immediately following the
           transactions contemplated by this Agreement, no Person (other
           than Holdco Sub and Parent) will own any interest in the
           Partnership.  There are no warrants, options, rights,
           convertible securities or other agreements, arrangements or
           commitments which obligate the Partnership to admit any
           Person to the Partnership or to issue or dispose of any
           equity interest in the Partnership except for this Agreement.


      iv.    Ownership of Shares of Company Common Stock; No Other
           Operations.  The Partnership is the direct and record owner
           of (i) 5,263,188 shares of Company Class A Common Stock, (ii)
           no shares of Class B Common Stock, par value $.01 per share,
           of the Company ( Company Class B Common Stock  and, together
           with the Company Class A Common Stock, the  Company Common
           Stock ), (iii) the $7.50 Warrant, which may be exercised as
           to 2,298,134 shares of Company Class A Common Stock at a
           price of $7.50 per share and the $15.00 Warrant, which may be
           exercised as to 741,334 shares of Company Class A Common
           Stock at a price of $15.00 per share and which Warrants
           expire on April 27, 1998 (it being understood that at
           Closing, instead of the Warrants, the Partnership shall own
           all the shares of Company Class A Common Stock issued upon
           exercise of the Warrants), and (iv) no warrants to purchase
           shares of Company Class B Common Stock.  Except as set forth
           in the immediately preceding sentence, (i) the Partnership
           does not own or have the right to acquire, whether presently
           exercisable or at any time in the future, any shares of
           Company Common Stock or any securities convertible into or
           exercisable or exchangeable for shares of Company Common
           Stock or any other equity securities of the Company and (ii)
           the Partnership does not own any other assets or conduct any
           other business.  No Person has the right to acquire, and
           neither the Partnership nor any of the Partners is a party to
           any contract, understanding, commitment, arrangement or other
           agreement to sell, transfer or otherwise dispose of, any
           shares of Company Common Stock owned by or issuable to the
           Partnership.  To the best knowledge of the Partnership and
           the Partners, based solely on inquiry of appropriate officers
           of the Company, as of December 31, 1997, the shares of
           Company Class A Common Stock described in the first sentence
           of this Section 3.2(d), assuming exercise of the Warrants,
           constituted 13.9% of the outstanding shares of Company Common
           Stock and 50.4% of the Voting Power represented by the
           outstanding shares of Company Common Stock.  To the best
           knowledge of the Partnership and the Partners, based solely
           on inquiry of appropriate officers of the Company, after
           giving effect to the issuance of shares of Company Common
           Stock pursuant to all securities described in the second
           sentence of Section 3.3(h), such shares would have
           constituted 9.6% of the outstanding shares of Company Common
           Stock and 43.9% of the Fully Diluted Voting Power at December
           31, 1997.  The Partnership has, and at the Closing will have,
           good and valid title to the shares of Company Class A Common
           Stock described in the first sentence of this Section 3.2(d)
           and the shares of Company Class A Common Stock issuable upon
           exercise of the Warrants, free and clear of any Liens or
           Restrictions, except those arising under this Agreement.  The
           Partnership has the sole voting power, and sole power of
           disposition, with respect to all of such shares of Company
           Class A Common Stock and the Warrants, and there are no
           restrictions on the Partnership's ability to transfer such
           shares or the Warrants.


      v.     Absence of Undisclosed Liabilities.  At the Closing, the
           Partnership will have no Liabilities, except those arising
           out of the Transactions.


      vi.    No Conflict.  Other than (i) the filing of an amendment to
           its Report on Schedule 13D under the Exchange Act and (ii)
           compliance with any applicable requirements of the HSR Act,
           no filing with, and no permit, authorization, consent or
           approval of, any Governmental Authority is necessary for the
           execution of this Agreement by the Partnership or the
           consummation by the Partnership or any Partner of the
           transactions contemplated hereby, except for such filings the
           failure of which to be made, individually or in the
           aggregate, could not reasonably be expected to have a
           material adverse effect on the Partnership or any Partner or
           to prevent or materially delay the consummation of the
           transactions contemplated hereby.  Neither the execution and
           delivery of this Agreement by the Partnership nor the
           consummation by the Partnership of the transactions
           contemplated hereby nor compliance by the Partnership with
           any of the provisions hereof conflicts with or results in any
           breach of any applicable trust or other organizational
           documents applicable to the Partnership, including the
           Partnership Agreement.

 
           c.     Representations and Warranties of the Partners and the
                Transferors.  Each Partner (which term shall for
                purposes of this Section 3.3 include the Transferors)
                severally, and not jointly, represents and warrants to
                Parent and Holdco Sub as to itself, in the case of
                Sections 3.3(a) through (f), as of the date hereof and
                as of the Closing Date as follows:


      i.     Organization, Standing and Power of each of the Partners. 
           Such Partner has the legal capacity (in the case of
           individual Partners) or, as the case may be, the corporate or
           partnership power and authority to enter into and perform all
           of such Partner's obligations under this Agreement and the
           Standstill Agreement.  Neither the execution and delivery of
           this Agreement or the Standstill Agreement by such Partner
           nor the consummation by such Partner of the transactions
           contemplated hereby nor compliance by such Partner with the
           provisions hereof or of the Standstill Agreement conflicts
           with or results in any breach of any applicable trust or
           other organizational documents applicable to such Partner or
           of the Partnership Agreement or constitutes a dissolution
           event under the Partnership Agreement or otherwise.  There is
           no beneficiary or holder of voting trust certificates or
           other interest of any trust of which such Partner is trustee
           whose consent is required for the execution and delivery of
           this Agreement or the consummation of the transactions
           contemplated hereby.  If such Partner is married and such
           Partner's Partnership Interest or Allocable Company Class A
           Shares constitute community property, this Agreement has been
           duly authorized, executed and delivered by, and constitutes
           a valid and binding agreement of, such Partner's spouse,
           enforceable against such Person in accordance with its terms.


      ii.    Partner Authorization.  The execution, delivery and
           performance of this Agreement and the Standstill Agreement
           and the consummation by such Partner of the transactions
           contemplated hereby and thereby have been duly authorized by
           such Partner (and if necessary, by any stockholders or
           partners of such Partner).  This Agreement has been and the
           Standstill Agreement will be as of the Closing Date duly and
           validly executed and delivered by such Partner and
           constitutes or will constitute a valid and binding agreement
           of such Partner, enforceable against such Partner in
           accordance with its terms (subject to applicable bankruptcy,
           insolvency, reorganization, moratorium, fraudulent transfer
           and other similar laws affecting creditors' rights generally
           from time to time in effect and to general principles of
           equity, including concepts of materiality, reasonableness,
           good faith and fair dealing, regardless of whether in a
           proceeding at equity or at law).   


      iii.   Title to Partnership Interests.  Such Partner is the legal
           and valid owner and, in the case of the Transferors, the
           direct and record owner of, and, except as set forth on
           Schedule 3.2(c), has good and valid title, free and clear of
           any Liens or Restrictions to, its Partnership Interest or, in
           the case of the Transferors, the shares of Company Class A
           Common Stock owned by it and set forth on Schedule 2.2(b). 
           Such Partner's allocable interest in the total number of
           shares of Company Class A Common Stock and the Warrants owned
           by the Partnership is set forth on Schedule 2.2(a) in the
           case of Cash Electing Partners (which term shall for purposes
           of this Section 3.3 include Transferor III) and Schedule
           2.2(b) in the case of Share Electing Partners (which term
           shall for purposes of this Section 3.3 include Transferor I
           and Transferor II).   


      iv.    Investment Intention.  Such Partner, if it is a Share
           Electing Partner, is acquiring the Exchange Shares to be
           acquired by it for its own account as principal for
           investment and not with a view to resale or distribution or
           with any present intention of distributing or selling the
           same.  Such Share Electing Partner is fully aware that such
           Exchange Shares have not been registered under the Securities
           Act or under any applicable state securities laws, and are
           being offered and sold in reliance on exemptions from the
           registration requirements of the Securities Act and all such
           laws.  Such Share Electing Partner is an  accredited
           investor  as such term is defined in Regulation D promulgated
           under the Securities Act.  Such Share Electing Partner is
           able to bear the economic risk of the investment in such
           Exchange Shares and has such knowledge and experience in
           financial and business matters, and knowledge of the business
           of Parent (and after the Merger, Holdco Sub), as to be
           capable of evaluating the merits and risks of a prospective
           investment.  


      v.     Limitations on Transferability.  Such Partner, if it is a
           Share Electing Partner, acknowledges that it may not transfer
           any of the Exchange Shares received by it pursuant hereto
           unless and until the same are registered under the Securities
           Act and any applicable state securities laws, or unless an
           exemption from such registration is available and that it may
           transfer such Exchange Shares only in accordance with the
           terms of this Agreement and the Standstill Agreement.


      vi.    Legend.  In furtherance of the agreements contained in
           Sections 3.3(d) and (e), each of the Share Electing Partners
           agrees that the certificate or certificates representing the
           Exchange Shares beneficially owned by it shall bear the
           following legend:


      The Shares represented by this Certificate are subject to the
      provisions of the Investment Agreement, dated as of January 25,
      1998, among Northwest Airlines Corporation, Newbridge Parent
      Corporation, Air Partners, L.P., the Partners of Air Partners,
      L.P. identified on the signature pages thereof, Bonderman Family
      Limited Partnership, 1992 Air, Inc. and Air Saipan, Inc. and the
      Standstill Agreement, dated as of __________ __, 1998, between
      Northwest Airlines Corporation and the Holders identified on the
      signature pages thereof (collectively, the  Agreements ), which
      provide that (A) the Holder is prohibited from transferring these
      shares as provided in the Agreements and (B) the shares
      represented by this certificate have not been registered under the
      Securities Act of 1933, as amended, or under the securities laws
      of any state and may not be sold, assigned, transferred, pledged
      or otherwise disposed of except in compliance with, or pursuant to
      an exemption from, the requirements of such Act or such laws.  

 Holdco Sub will exchange certificates without the foregoing legend upon
 the request of a Share Electing Partner at such time as the holder
 thereof may sell such shares without registration of such sale under
 the Securities Act, as evidenced (if requested by Holdco Sub) by an
 opinion of counsel to such holder.

      vii.   No Broker.  No investment banker, broker, finder,
           consultant or intermediary is entitled to be paid any
           investment banking, brokerage, finder's or similar fee or
           commission by the Partnership, any Partner or any Transferor
           in connection with this Agreement or the Transactions for
           which any of the Partnership, Parent or Holdco Sub would be
           liable following the Closing.


      viii.       Company Capitalization.   To the best knowledge of the
                Partners, based solely on inquiry of appropriate
                officers of the Company, the authorized capital stock of
                the Company consists of (i) 10,000,000 shares of
                Preferred Stock, par value $.01 per share ( Company
                Preferred Stock ), and (ii) (x) 50,000,000 shares of
                Company Class A Common Stock, (y) 200,000,000 shares of
                Company Class B Common Stock and (z) 50,000,000 shares
                of Class D Common Stock, par value $.01 per share (the
                 Company Class D Common Stock ).  To the best knowledge
                of the Partners, based solely on inquiry of appropriate
                officers of the Company, as of the close of business on
                December 31, 1997, there were (i) no shares of Company
                Preferred Stock, 8,379,464 shares of Company Class A
                Common Stock, 50,512,010 shares of Company Class B
                Common Stock and no shares of Company Class D Common
                Stock issued and outstanding; (ii) no shares of capital
                stock held in the treasury of the Company; (iii)
                5,991,472 shares of Company Class B Common Stock
                reserved for issuance upon exercise of authorized but
                unissued stock options of the Company pursuant to the
                Company's employee stock option and similar plans; (iv)
                7,617,155 shares of Company Class B Common Stock
                reserved for issuance upon the conversion of the
                Company's outstanding 6-3/4% Convertible Subordinated
                Notes due 2006; (v) 10,311,208 shares of Company Class
                B Common Stock reserved for issuance upon the conversion
                of the Company's outstanding 8-1/2% Convertible
                Subordinated Deferrable Interest Debentures due 2020;
                (vi) 3,039,468 shares of Company Class A Common Stock
                issuable upon exercise of the Warrants; and (vii)
                308,343 shares of Company Class B Common Stock issuable
                upon exercise of the Warrants.  To the best knowledge of
                the Partners, based solely on inquiry of appropriate
                officers of the Company, except as described in the
                immediately preceding sentence, there are no securities
                of the Company (or any of its affiliates) currently
                outstanding that are convertible into or exercisable or
                exchangeable for shares of Company Common Stock other
                than (a) options to purchase shares of Company Class B
                Common Stock granted in accordance with past practices
                pursuant to stock option and similar plans, (b) options
                to purchase shares of Company Class B Common Stock
                granted pursuant to the Company's 1997 Employee Stock
                Purchase Plan, (c) shares of Company Class A Common
                Stock, which are convertible into shares of Company
                Class B Common Stock or Company Class D Common Stock on
                a one-for-one basis and (d) commitments to issue not in
                excess of 25,000 shares of Company Class B Common Stock
                to correct recordkeeping errors in connection with the
                Company's 1994 Employee Stock Purchase Plan.  To the
                best knowledge of the Partners, based solely on inquiry
                of appropriate officers of the Company, on the Closing
                Date, all outstanding shares of the Company's capital
                stock will be duly authorized, validly issued, fully
                paid and non-assessable.


           d.     Representations and Warranties of the Transferors. 
                Transferor I, Transferor II and Transferor III are the
                direct and record owners of 16,400, 213,110 and 3,702
                shares, respectively, of Company Class A Common Stock. 
                Except as set forth in the immediately preceding
                sentence and except in accordance with their rights as
                Partners in the Partnership, no Transferor owns or has
                the right to acquire, whether presently exercisable or
                at any time in the future, any shares of Company Class
                A Common Stock or any securities convertible into or
                exercisable or exchangeable for shares of Company Class
                A Common Stock.  No person has the right to acquire, and
                no Transferor is a party to any contract, understanding,
                commitment, arrangement or other agreement to sell,
                transfer or otherwise dispose of, any shares of Company
                Class A Common Stock owned by or issuable to such
                Transferor.  To the best knowledge of the Transferors,
                based solely on inquiry of appropriate officers of the
                Company, the shares of Company Class A Common Stock
                described in the first sentence of this Section 3.4
                constituted 0.4% of the outstanding shares of Company
                Common Stock and 1.74%% of the Voting Power represented
                by the outstanding shares of Company Common Stock as of
                December 31, 1997.  To the best knowledge of the
                Transferors, based solely on inquiry of appropriate
                officers of the Company, after giving effect to the
                issuance of shares of Company Common Stock pursuant to
                all securities described in the second sentence of
                Section 3.3(h), such shares would have constituted 0.27%
                of the outstanding shares of Company Common Stock and
                1.23% of the Fully Diluted Voting Power as of December
                31, 1997.  The Transferors have, and at the Closing will
                have, good and valid title to the shares of Company
                Class A Common Stock described in the first sentence of
                this Section 3.4, free and clear of any Liens or
                Restrictions, except those arising under this Agreement. 
                Each Transferor has the sole voting power, and sole
                power of disposition, with respect to all of such shares
                of Company Class A Common Stock and there are no
                restrictions on such Transferor's ability to transfer
                such shares.



                                ARTICLE 4.    


                                 COVENANTS

           a.     Covenants of Parent and Holdco Sub. 


      i.     NASDAQ National Market.  Parent and Holdco Sub shall use
           their reasonable best efforts to cause the shares of Holdco
           Sub Class A Common Stock to be issued to the Share Electing
           Partners and the Transferors pursuant to Section 2.2(b) to be
           approved for quotation on the NASDAQ National Market, subject
           to official notice of issuance.


      ii.    Holdco Sub Board of Directors.  (i)  As promptly as
           practicable following the Closing, the Board of Directors of
           Holdco Sub shall take such corporate actions as are necessary
           to cause an individual designated by Transferor II and
           reasonably acceptable to the Board of Directors of Holdco Sub
           to be elected or appointed to the Board of Directors of
           Holdco Sub, to serve until the next annual meeting of the
           Holdco Sub stockholders; provided, however, that it is hereby
           acknowledged that David Bonderman and William S. Price have
           been deemed to be acceptable by the Board of Directors of
           Holdco Sub for purposes of this Section 4.1(b)(i) and Section
           4.1(b)(ii).


      (ii)  Commencing with the first annual or special meeting of
stockholders of Holdco Sub called for the election of directors to the Board
of Directors of Holdco Sub held following the Closing and at each annual or
special meeting of stockholders of Holdco Sub thereafter called for the
election of directors to the Board of Directors of Holdco Sub so long as, at
the time of such meeting, (A) the Share Electing Partners and the Share
Electing Transferors beneficially own in the aggregate at least 66-2/3% of the
Exchange Shares issued to them at the Closing or (B) the Offeree under Section
4.1(d) shall not have acquired more than 50% of the shares of Company Common
Stock beneficially acquired by Parent and Holdco Sub in the Transactions
(unless in the event of such acquisition an Operating Alliance or Alliance
Agreement shall be in effect and no notice shall have been given by either
party to an Alliance Agreement of its intention to terminate such Alliance
Agreement or the related Operating Alliance), Transferor II shall be entitled
to designate one person who shall be reasonably acceptable to the Holdco Sub
Board of Directors (the "Transferor II Designee") for election to the Board of
Directors of Holdco Sub and Holdco Sub shall nominate and recommend the
Transferor II Designee for election to the Board of Directors of Holdco Sub
and shall use its best efforts to ensure that the Transferor II Designee is
elected to such Board.  In the event that any Transferor II Designee shall
cease to serve as a director for any reason, the vacancy resulting thereby
shall be filled by a Person designated by Transferor II and reasonably
acceptable to the Board of Directors of Holdco Sub.

      (iii)  If at any time (A) the Share Electing Partners and the
Share Electing Transferors beneficially own in the aggregate less than 66-2/3%
of the Exchange Shares issued to them at the Closing or (B) the Offeree under
Section 4.1(d) acquires more than 50% of the shares of Company Common Stock
beneficially acquired by Parent and Holdco Sub in the Transactions, and there
shall not be in effect an Operating Alliance or an Alliance Agreement or
notice shall have been given by either party to an Alliance Agreement of its
intention to terminate such Alliance Agreement or the related Operating
Alliance, (1) Transferor II shall as promptly as practicable cause the
Transferor II Designee to resign from the Board of Directors of Holdco Sub and
(2) the right set forth in Section 4.1(b)(ii) shall not be reinstated
notwithstanding any increase in the number of shares of Holdco Sub Class A
Common Stock held by the Share Electing Partners or the Share Electing
Transferors that would cause such percentage ownership to equal or exceed 66-
2/3%.

      (iv)  Transferor II hereby agrees that all Transferor II Designees
shall be "Citizens of the United States" as such term is defined in the
Federal Aviation Act of 1958, as amended.  

      iii.   Corporate Structure.  Parent and Holdco Sub agree that, for
           a period of at least two years following the Closing Date,
           they shall not take any action which would cause or permit
           the liquidation of Holdco Sub or the merger of Holdco Sub
           with or into Parent.


      iv.    Rights of Offer and Re-Offer.    In the event that prior to
           the fifth anniversary of the Closing, if Holdco Sub, Parent
           or the Partnership (each a  Transferring Stockholder ) at any
           time intends to sell, transfer or otherwise dispose of
           ( Transfer ) any shares of Company Class A Common Stock held
           by Parent, Holdco Sub or the Partnership as of the Closing
           Date to a third person, Holdco Sub shall ensure that the
           Transferring Stockholder shall give written notice (a
            Transferor's Notice ) to Transferor II (the  Offeree )
           stating the Transferring Stockholder's intention to make such
           Transfer and the number of shares of Company Class A Common
           Stock proposed to be transferred (the  Offered Securities ).


           (1)    Upon receipt of the Transferor's Notice, the Offeree
                may elect to, and if the Offeree so elects the
                Transferring Stockholder shall, negotiate in good faith,
                for a period of up to 30 days (such 30 day period, the
                 Offer Period ) from the date of the receipt by the
                Offeree of the Transferor's Notice, the terms of a
                transaction in which the Offeree will acquire all of the
                Offered Securities.  The Transferring Stockholder shall
                be under no obligation to accept any offer made by the
                Offeree.  An offer made by the Offeree or the
                Transferring Stockholder shall not be considered to be
                an offer for purposes of the remainder of this Section
                4.1(d) unless it is a bona fide offer made in good faith
                and subject only to such conditions as are customary for
                offers of such type and, in the good faith judgment of
                Parent or Holdco Sub, reasonably capable of being
                satisfied within 60 days of the date of such offer.  


           (2)    If the Offeree does not reach a definitive agreement
                with the Transferring Stockholder to purchase all of the
                Offered Securities or if the Offeree offers to purchase
                less than all of the Offered Securities, the
                Transferring Stockholder shall have the right, for a
                period of 75 days from the earlier of (A) the expiration
                of the Offer Period and (B) the date on which such
                Transferring Stockholder shall have received written
                notice from the Offeree stating that the Offeree does
                not intend to exercise its right to offer to purchase
                all of the Offered Securities, to enter into an
                agreement to Transfer all or any portion of the Offered
                Securities to any third person at a price equal to or
                greater than the price offered by the Offeree in its
                last offer (the  Last Offer ), if any, for the Offered
                Securities (the  Last Offer Price ); provided, however,
                that in the event the Transferring Stockholder notifies
                the Offeree that it intends to publicly offer the
                Offered Securities or sell the Offered Securities in the
                open market, unless the Offeree agrees to pay the
                Transferring Stockholder a price per share for all the
                Offered Securities at least equal to 100% of the closing
                price on the New York Stock Exchange Composite
                Transactions Tape on the trading day immediately
                preceding the date of the Transferor's Notice), the
                Transferring Stockholder shall, for a period of six
                months following such notification, be free to sell the
                Offered Securities in such an offering or open market
                transaction at a price no less than 95% of the market
                price at the time of any such sale without regard to
                this Section 4.1(d) other than this Section 4.1(d)(iii). 
                If any portion of the Last Offer Price is proposed to be
                paid in a form other than cash, the third person may pay
                such consideration in the form proposed or in an amount
                of cash equal to the fair market value of such non-cash
                consideration, as determined by an independent appraiser
                jointly selected by the Transferring Stockholder and the
                Offeree (the "Independent Appraiser").


           (3)    If (A) the proposed purchase price of a third party
                transferee for the Offered Securities is less than the
                Last Offer Price or (B) such third person offers to buy
                fewer Offered Securities than the Offeree had been
                offered (but not if such latter offer is at a higher
                price than the Last Offer Price), the Transferring
                Stockholder shall not Transfer any of the Offered
                Securities unless the Transferring Stockholder shall
                first reoffer the Offered Securities at such lesser
                price or such lesser amount to the Offeree (the
                 Reoffer ) by giving written notice (the  Reoffer
                Notice ) to the Offeree of the Transferring
                Stockholder's intention to make such Transfer at such
                lower price or in such lesser amount (the  Reoffer
                Price ) and the material terms and conditions of such
                proposed Transfer.  The Offeree shall then have an
                irrevocable option (provided notice of intent to
                exercise such option is given within ten days of receipt
                of the Reoffer Notice by the Offeree (the  Option
                Period )), subject to Section 4.1(d)(vi), to purchase
                all or such number of the Offered Securities as is set
                forth in the Reoffer Notice at the Reoffer Price and on
                the other terms and conditions set forth therein;
                provided, however, that if any portion of the Reoffer
                Price is to be paid in a form other than cash, the
                Offeree shall have the option to pay such consideration
                in an amount of cash equal to the fair market value of
                such non-cash consideration as determined by an
                Independent Appraiser, so long as such payment would not
                cause the Transferring Stockholder to incur incremental
                tax liability from the terms set forth in the Reoffer
                Notice, and otherwise in a form of non-cash
                consideration determined by an Independent Appraiser to
                provide reasonably equivalent economic value (taking
                into account tax and credit considerations, as well as
                such other considerations as the Independent Appraiser
                considers appropriate).  If the Offeree does not elect
                to purchase all of the Offered Securities at the Reoffer
                Price or elects (if permissible because the Transferring
                Stockholder shall have consented to the purchase by a
                third party of less than all of the Offered Securities)
                to purchase less than all of the Offered Securities, the
                Transferring Stockholder shall have the right to enter
                into an agreement to Transfer the Offered Securities to
                such third person or any other third person, on terms at
                least as favorable to the Transferring Stockholder as
                those specified in the Reoffer Notice, for a period of
                75 days following the earlier of (A) the expiration of
                the Option Period with respect to the Reoffer or (B) the
                date on which the Transferring Stockholder shall have
                received written notice from the Offeree stating that it
                does not intend to exercise its option to purchase all
                of the Offered Securities specified on the terms in the
                Reoffer Notice. 


           (4)    If the Offeree exercises its right of Reoffer, the
                closing of the purchase of the Offered Securities with
                respect to which such right has been exercised shall
                take place on the 15th day after the later of (A) the
                date the Offeree gives notice of such exercise and (B)
                the expiration of such time as the parties may
                reasonably require in order to comply with applicable
                United States federal and state laws and regulations,
                which in no event shall be more than 60 days after the
                date specified in clause (A) (or such longer period as
                may be necessary to obtain all required governmental
                consents or approvals identified in Section 5.1);
                provided, however, that in the event that the
                Transferor's Notice is received by the Offeree prior to
                the date that is six months following the Closing (the
                "Initial Period"), no such purchase (nor any negotiated
                purchase pursuant to Section 4.1(d)(i)) shall be
                required to close prior to the date which is three days
                following the last day of the Initial Period.  Upon
                exercise by the Offeree of its right of Reoffer under
                this Section 4.1(d), the Offeree and the Transferring
                Stockholders shall be legally obligated to consummate
                the purchase contemplated thereby and shall use their
                best efforts to make all necessary filings and to secure
                any approvals required and to comply as soon as
                practicable with all applicable United States federal
                and state laws and regulations in connection therewith.


           (5)    The Transferring Stockholder may determine at any time
                prior to the earlier of the execution of a definitive
                agreement and the termination of the Option Period not
                to Transfer the Offered Securities, in which case all of
                the provisions of this Section 4.1(d) shall again become
                applicable to any Transfers of shares of Company Class
                A Common Stock by the Transferring Stockholders.


           (6)    The parties agree that all communications from Parent,
                Holdco Sub or the Partnership in connection with the
                matters set forth in this Section 4.1(d) constitute
                material and confidential inside information and shall
                not be disclosed by the Offeree to its affiliates or to
                any other person without the prior written consent of
                Holdco Sub, except as may be required by law in the
                written opinion of counsel of the Offeree.


           (7)    If the Offeree and the Transferring Stockholder do not
                reach an agreement to Transfer the Offered Securities to
                the Offeree in accordance with the provisions of this
                Section 4.1(d) and the Transferring Stockholder shall
                not have entered into an agreement to Transfer the
                Offered Securities to a third Person in accordance with
                the provisions of this Section 4.1(d), the right of
                first offer under this Section 4.1(d) shall again apply
                in connection with any subsequent Transfer of such
                Offered Securities.


      v.     Purchases of Company Common Stock Prior to the Closing. 
           Parent agrees to use its best efforts to purchase or
           otherwise acquire, concurrently with or prior to the Closing,
           such number of shares of Company Common Stock (the "Acquired
           Shares"), whether through open market purchases, in
           negotiated transactions or otherwise, as is necessary so that
           the Voting Power of the Acquired Shares, together with the
           Voting Power of the shares of Company Common Stock
           beneficially owned by the Partnership and the Transferors,
           shall at the Closing constitute at least 50.1% of the Fully
           Diluted Voting Power of all holders of Company Common Stock.


           b.     Covenants of the Partnership, the Partners and the
                Transferors.


      i.     No Solicitation.


           (1)       From the date of this Agreement until the earlier
                of (i) the termination of this Agreement and (ii) the
                first anniversary of the Closing, none of the
                Partnership (so long as the Partnership is owned and
                controlled by the Partners and/or the Transferors) or
                any of the Partners (which term shall for purposes of
                this Section 4.2(a) include the Transferors) shall,
                directly or indirectly, through any partner, officer,
                director, employee, representative or agent of the
                Partnership or any of the Partners or any of their
                affiliates or otherwise, solicit, initiate or encourage
                any inquiries, offers or proposals, or any indications
                of interest, regarding (A) any merger, reorganization,
                share exchange, consolidation, business combination,
                recapitalization, liquidation, dissolution or similar
                transaction involving the Company (together with the
                transactions described in clauses (B)(1), (D) and (E) of
                this Section 4.2(a)(i), a  Business Combination ) or the
                Partnership, (B) any purchase or sale of all or any
                significant portion of the assets of (1) the Company or
                (2) the Partnership (it being understood that in the
                case of the Partnership any sale of any Company Class A
                Common Stock or any portion of the Warrants or the
                shares of Company Class A Common Stock issuable upon
                exercise thereof shall be deemed a significant portion),
                (C) any issuance or other sale or transfer of equity
                interests in the Partnership, (D) any issuance or other
                sale by the Company of any shares of Company Class A
                Common Stock or (E) any issuance or other sale by the
                Company of 5% or more (in any transaction or series of
                transactions) of any other class of equity securities of
                the Company or any of its subsidiaries (any of the
                foregoing inquiries, offers or proposals enumerated in
                clauses (A) through (E) being referred to herein as an
                 Acquisition Proposal ), or participate in negotiations
                or discussions with, or provide any nonpublic
                information to, any Person (including the Company)
                relating to any Acquisition Proposal.  Without limiting
                the foregoing, neither the Partnership nor the Partners
                shall take any action that, in any such case, is
                intended to or could reasonably be expected to (w)
                prevent, (x) delay or postpone, (y) impede, frustrate or
                interfere with (in the case of this clause (y) in a
                manner that could reasonably be expected to
                substantially deprive Parent and Holdco Sub of the
                benefits of) the Transactions or the entry by the
                Company and Northwest Airlines, Inc. into a strategic
                worldwide operating alliance between them (an  Operating
                Alliance ) or the execution by the Company and Parent of
                any agreement contemplating the establishment of an
                Operating Alliance (an  Alliance Agreement ) or (z)
                cause the Fully Diluted Voting Power represented by the
                shares of Company Class A Common Stock held by the
                Partnership and the Transferors to be less than that
                percentage of the Fully Diluted Voting Power of the
                Company represented by such shares on the date of this
                Agreement.


           (2)       The Partnership and the Partners shall notify
                Parent and Holdco Sub as promptly as practicable if any
                Acquisition Proposal is made and shall in such notice
                indicate in reasonable detail the identity of the Person
                making such Acquisition Proposal and the terms and
                conditions of such Acquisition Proposal.


           (3)       The Partnership and each of the Partners shall
                immediately cease any existing discussions or
                negotiations with any Persons (other than Parent and
                Holdco Sub) with which the Partnership or any Partner
                may have conducted discussions or negotiations
                heretofore with respect to any Acquisition Proposal. 
                The Partnership and each of the Partners agree not to
                release (by waiver or otherwise) any third party from
                the provisions of any confidentiality or standstill
                agreement to which the Partnership or any Partner is a
                party.  The Partners represent and warrant to Parent
                that, as of the time of execution, of this Agreement
                neither the Partnership nor any Partner is involved in
                any discussions or negotiations with any Person (other
                than Parent and Holdco Sub) relating to or that could
                reasonably be expected to lead to any Acquisition
                Proposal.


           (4)       The Partnership and each of the Partners shall
                ensure that the partners, officers, directors and
                employees of the Partnership and each Partner and their
                respective subsidiaries and any investment banker or
                other advisor or representative retained by the
                Partnership or any Partner are aware of the restrictions
                described in this Section 4.2(a).


      ii.    Restriction on Transfer of Company Shares, Proxies and Non-
           Interference; Restriction on Withdrawal.  Neither the
           Partnership nor any Partner or Transferor shall, directly or
           indirectly, without the prior written consent of Parent:  (i)
           except pursuant to or as expressly contemplated hereby, offer
           for sale, sell (including short sales), transfer, tender,
           pledge, encumber, assign or otherwise dispose of (including
           by gift), or enter into any contract, option or other
           arrangement or understanding (including any profit-sharing
           arrangement) with respect to or consent to the offer for
           sale, sale, transfer, tender, pledge, encumbrance, assignment
           or other disposition of, (A) any or all of the shares of
           Company Class A Common Stock owned by it (or, in the case of
           any Partner, allocable to it) or the Warrants (or, in the
           case of any Partner, its allocable interest therein and in
           the shares of Company Class A Common Stock issuable upon the
           exercise thereof) or (B) in the case of any Partner, all or
           any portion of its Partnership Interest, or any interest in
           any thereof; (ii) except as expressly contemplated hereby,
           grant any proxies or powers of attorney (other than to a
           Partner or Transferor), deposit any shares of Company Class
           A Common Stock into a voting trust or enter into any other
           voting arrangement with respect to any shares of Company
           Class A Common Stock; (iii) take any action that would make
           any representation or warranty of the Partnership or any
           Partner or Transferor contained herein untrue or incorrect or
           have the effect of preventing or disabling the Partnership or
           any Partner or Transferor from performing its obligations
           under this Agreement; or (iv) in the case of the Partners,
           withdraw any of its Allocable Company Class A Shares (or its
           allocable portion of the Warrants) from the Partnership or
           elect to have any of its Allocable Company Class A Shares
           distributed to it; or commit or agree to take any of the
           foregoing actions; provided, however, that in the event that
           (i) a third party commences a bona fide tender offer for
           shares of Company Class A Common Stock, (ii) neither the
           Partnership nor any Partner or Transferor is in breach in any
           material respect of its representations and warranties or its
           obligations (including its obligation to effect the Closing)
           under this Agreement and (iii) all of the other conditions to
           Parent's and Holdco Sub's obligations to close the
           Transactions set forth in Sections 5.1 and 5.2 have been
           satisfied, unless Parent and Holdco Sub cause the Closing to
           occur within five Business Days following receipt of written
           notice from the Partnership or any of the Transferors of
           their intention to tender their shares, the Partnership and
           the Transferors will be permitted to tender their shares of
           Company Class A Common Stock in such tender offer, unless
           such Closing shall not have occurred as a result of facts or
           occurrences not within the control of Parent and Holdco Sub
           (including the failure of any of the conditions set forth in
           Section 5.1 or Section 5.3 to be satisfied).


      iii.   Voting.  The Partnership, each Transferor and each Partner
           (with respect to its right to direct the vote of the shares
           of Company Class A Common Stock owned by the Partnership in
           accordance with the terms of the Partnership Agreement)
           hereby agree that, during the time this Agreement is in
           effect, at any meeting of the stockholders of the Company (or
           at any adjournments or postponements thereof), however
           called, or in any other circumstances upon which the
           Partnership's or such Transferor's vote, consent or other
           approval is sought or otherwise eligible to be given, the
           Partnership, each Transferor and such Partners shall vote (or
           cause to be voted) the shares of Company Class A Common Stock
           owned by the Partnership or such Transferor, as the case may
           be, (i) against any action or agreement that would result in
           a breach in any material respect of any covenant,
           representation or warranty or any other obligation or
           agreement of the Partnership or the Partners or such
           Transferor under this Agreement; and (ii) except as otherwise
           agreed to in writing in advance by Parent, against the
           following actions:  (A) any Business Combination (other than
           a Business Combination with Parent or its affiliates); and
           (B) (1) any change in the majority of the board of directors
           of the Company; (2) any material change in the present
           capitalization of the Company or any amendment of the
           Company's Certificate of Incorporation or By-laws; (3) any
           other material change in the Company's corporate structure or
           business; (4) any other action which is intended, or could
           reasonably be expected, to (x) prevent, (y) delay or postpone
           or (z) impede, frustrate or interfere with (in the case of
           this clause (z), in a manner that could reasonably be
           expected to substantially deprive Parent and Holdco Sub of
           the material benefits of any of) the Transactions or the
           entry by the Company and Northwest Airlines, Inc. into an
           Operating Alliance or their execution of an Alliance
           Agreement, or (5) any action that would cause the Fully
           Diluted Voting Power represented by the shares of Company
           Class A Common Stock held by the Partnership and the
           Transferors to be less than that percentage of the Fully
           Diluted Voting Power of the Company represented by such
           shares on the date of this Agreement other than grants by the
           Company to its employees in accordance with its past
           practices of options and other stock-based compensation. 
           Neither the Partnership nor any Partner or Transferor shall
           enter into any agreement or understanding with any Person or
           entity prior to the termination of this Agreement to vote or
           give instructions after such termination in a manner
           inconsistent with clauses (i) or (ii) of the preceding
           sentence.


      iv.    Proxy.  The Partnership (and, to the extent provided by the
           Partnership Agreement, the Partners) and each Transferor
           hereby grant to, and appoint, Robert L. Friedman and any
           other designee of Parent, individually, its irrevocable proxy
           and attorney-in-fact (with full power of substitution) to
           vote the shares of Company Class A Common Stock owned by the
           Partnership or such Transferor as indicated in, and solely
           for the purposes of, Section 4.2(c).  The Partnership (and
           the Partners) and each Transferor intend this proxy to be
           irrevocable and coupled with an interest and will take such
           further action and execute such other instruments as may be
           necessary to effectuate the intent of this proxy and hereby
           revoke any proxy previously granted by it with respect to the
           matters set forth in Section 4.2(c) with respect to the
           shares of Company Class A Common Stock owned by the
           Partnership.  Notwithstanding the foregoing, Parent agrees
           that the proxy granted by this Section 4.2(d) shall be deemed
           to be revoked upon the termination of this Agreement in
           accordance with its terms.    


      v.     Tax Representations Letter.  Each of the Share Electing
           Partners and the Transferors agrees that it will provide to
           Simpson Thacher & Bartlett and to Kelly, Hart & Hallman such
           representations and warranties as may be required for the
           delivery of the tax opinions referred to in Sections 5.2(e)
           and 5.3(c).


      vi.    No Conversions.  The Partnership and each Transferor agree
           not to convert any shares of Company Class A Common Stock
           into shares of Company Class B Common Stock.


      vii.  Binding Obligations.  Notwithstanding, and without in any
           way limiting, any other provision of this Agreement, the
           Partnership, each of the Partners and each Transferor
           acknowledges that, subject to the satisfaction (or waiver by
           them) of the conditions set forth in Sections 5.1 and 5.3,
           their obligations to consummate the Transactions, including
           the exchange of the Partnership Interests and the transfer of
           beneficial ownership of the Company Class A Common Stock
           owned by the Partnership, and the exchange of the shares of
           Company Class A Common Stock owned by the Transferors, are
           absolute and unconditional and shall not terminate except in
           accordance with Section 7.1, irrespective of, without
           limitation, any receipt by the Company of an Acquisition
           Proposal or any resolution by the Board of Directors of the
           Company to approve a Business Combination or otherwise.


      viii.       Transfer of Shares of Holdco Sub Class A Common Stock. 
                Each of the Share Electing Partners and the Transferors
                agrees that it shall not, directly or indirectly, offer,
                sell, transfer, tender, pledge or encumber, assign or
                otherwise dispose of any Exchange Shares until the date
                that is two years from the Closing Date, other than in
                connection with bona fide pledges of such Exchange
                Shares to secure bona fide borrowings or in connection
                with bona fide hedging transactions executed by
                registered broker-dealers; provided, however, that the
                Share Electing Partners and the Transferors shall be
                permitted to offer, sell, transfer, tender, pledge or
                encumber, assign or otherwise dispose of, during such
                two-year period (i) in the aggregate, such percentage of
                the aggregate number of Exchange Shares issued to the
                Share Electing Partners and the Transferors at the
                Closing as is equal to the percentage of the aggregate
                shares of Holdco Sub Class A Common Stock beneficially
                owned by Alfred Checchi, Gary Wilson and Richard Blum on
                the Closing Date that are sold, transferred, assigned or
                otherwise actually disposed of by Alfred Checchi, Gary
                Wilson and Richard Blum in the aggregate during such
                two-year period; (ii) in the event that the Offeree
                acquires Offered Securities under Section 4.1(d), in the
                aggregate, such percentage of the aggregate number of
                Exchange Shares issued to the Share Electing Partners
                and the Transferors at the Closing as is represented by
                the percentage such Offered Securities acquired by the
                Offeree bears to the total number of shares of Company
                Class A Common Stock the beneficial ownership of which
                is acquired by Parent and Holdco Sub at the Closing and
                (iii) Exchange Shares to one or more of its affiliates
                that is directly or indirectly controlled by it.

 
      ix.    No Amendments.  The Partnership and the Partners shall not
           agree to amend, supplement or otherwise modify or terminate
           in any manner or waive any provision of the Partnership
           Agreement, the Warrants, the Subscription and Stockholders'
           Agreement, dated as of April 27, 1993, among the Partnership,
           Air Canada and the Company, as amended through the date of
           this Agreement, or the Amended and Restated Registration
           Rights Agreement, dated as of April 19, 1996, among the
           Partnership, Air Canada and the Company or enter into any
           other agreement with the Company relating to the Warrants or
           the shares of Company Class A Common Stock beneficially owned
           by the Partnership, without the prior written consent of
           Parent.


      (j)  Release of Partnership from Certain Obligations.  In the
event that the Company receives a bona fide proposal (i) to undertake a
transaction described in clause (A) of the definition of Business Combination
set forth in Section 4.2(a)(i) (including a tender offer to acquire shares of
Company Common Stock that would represent at least 20% of the Voting Power of
all holders of Company Common Stock), (ii) to acquire all or substantially all
of the Company's assets or (iii) to acquire from the Company newly issued
shares of Company Common Stock that would represent at least 20% of the Voting
Power of all holders of Company Common Stock before giving effect to such
issuance, Parent shall have the right for a period of ten Business Days after
such proposal is publicly announced to deliver a notice (the "Release Notice")
to the Partners' Representative and the Transferors stating its intention to
release the Partnership, each Transferor and each Partner from its obligations
under Sections 4.2(b) and (c); provided, however, that Parent shall not be
permitted to exercise such right unless an independent committee of the Board
of Directors of the Company shall determine, taking into account the opinion
of a nationally recognized investment banking firm, that such proposal is
superior, from a financial point of view, to the stockholders of the Company,
to the transactions contemplated hereby, it being understood that if such
committee fails to make such a determination, Parent shall have the
opportunity to engage a nationally recognized investment banking firm mutually
selected by Parent and the Holders' Representative, and if such firm makes
such a determination, Parent shall be permitted to exercise such right.  The
Release Notice shall become effective upon the delivery thereof to the
Partners' Representative and the Transferors in accordance with the terms of
this Agreement.

           c.     Reasonable Best Efforts.  (a)  Subject to the terms
                and conditions of this Agreement, each party will use
                its reasonable best efforts to take, or cause to be
                taken, all actions to do, or cause to be done, all
                things necessary, proper or advisable under applicable
                laws and regulations to consummate the transactions
                contemplated by this Agreement.  In furtherance and not
                in limitation of the foregoing, each of Parent and the
                Partnership agrees, and the Partnership and each of the
                Partners and the Transferors agrees to use its
                reasonable best efforts to cause the Company, to file a
                Notification and Report Form pursuant to the HSR Act and
                any other required regulatory filings with foreign
                antitrust authorities, the DOT and any other entity as
                promptly as practicable following the execution of this
                Agreement and in any event no more than ten Business
                Days thereafter and to supply as promptly as practicable
                any additional information and documentary material that
                may be requested pursuant to the HSR Act or by any
                Governmental Authority and to take all other actions
                necessary to cause the expiration or termination of the
                applicable waiting periods under the HSR Act as soon as
                practicable.  Such filings shall seek approval for the
                transactions contemplated by this Agreement on the basis
                as if Parent was acquiring more than 50% of the
                outstanding capital stock of the Company (the  Company
                Acquisition Case ).


      (b)  Each of the parties hereto shall, in connection with the
efforts referenced in Section 4.3(a) to obtain all requisite approvals and
authorizations for the transactions contemplated hereby, including the Company
Acquisition Case, under the HSR Act or any other Antitrust Law (as defined
below), use its reasonable best efforts to (i) cooperate in all respects with
each other in connection with any filing or submission and in connection with
any investigation or other inquiry, including any proceeding initiated by a
private party; (ii) keep the other parties informed in all material respects
of any material communication received by such party from, or given by such
parties to, the Federal Trade Commission (the  FTC ), the Antitrust Division
of the Department of Justice (the  DOJ ), the DOT, the European Commission or
any other Governmental Authority and of any material communication received or
given in connection with any proceeding by a private party, in each case
regarding the transactions contemplated hereby, including the Company
Acquisition Case; and (iii) permit the other parties to review any material
communication given by it to, and consult with each other in advance of any
meeting or conference with, the FTC, the DOJ, the DOT, the European Commission
or any such other Governmental Authority or, in connection with any proceeding
by a private party, with any other Person, and to the extent permitted by the
FTC, the DOJ, the DOT, the European Commission or such other applicable
Governmental Authority or other Person, give the other parties the opportunity
to attend and participate in such meetings and conferences.  For purposes of
this Agreement,  Antitrust Law  means the Sherman Act, as amended, the Clayton
Act, as amended, the HSR Act, the Federal Trade Commission Act, as amended,
applicable DOT regulations, and all other federal, state and foreign statutes,
rules, regulations, orders, decrees, administrative and judicial doctrines and
other laws that are designed or intended to prohibit, restrict or regulate
actions having the purpose or effect of monopolization or restraint of trade
or lessening of competition through merger or acquisition.

      (c)  In furtherance and not in limitation of the covenants of the
parties contained in Sections 4.3(a) and (b), each of the parties hereto shall
use its reasonable best efforts to resolve such objections, if any, as may be
asserted with respect to the Transactions, including the Company Acquisition
Case, under any Antitrust Law, including taking all reasonable actions to
obtain clearance, or if such clearance cannot be obtained, to reach an
agreement, settlement, consent providing for divestiture, a "hold separate"
agreement or any other relief with the Governmental Authorities investigating
the Transactions; provided, however, that the foregoing shall not require
Parent to agree to any asset divestiture or restriction on its or its
subsidiaries' or the Company's or its subsidiaries' business operations that
would have a material adverse effect on Parent or the Company.  In connection
with the foregoing, if any administrative or judicial action or proceeding,
including any proceeding by a private party, is instituted (or threatened to
be instituted) challenging any of the Transactions, including the Company
Acquisition Case, as violative of any Antitrust Law, each of the parties
hereto shall cooperate in all respects with each other and use its respective
reasonable best efforts to contest and resist any such action or proceeding
and to have vacated, lifted, reversed or overturned any decree, judgment,
injunction or other order, whether temporary, preliminary or permanent, that
is in effect and that prohibits, prevents or restricts consummation of the
transactions contemplated hereby, including the Company Acquisition Case. 
Notwithstanding the foregoing or any other provision of this Agreement,
nothing in this Section 4.3 shall limit a party's right to terminate this
Agreement pursuant to 7.1(a)(iii) so long as such party has up to then
complied in all material respects with its obligations under this Section 4.3.

      (d)  Each party hereby agrees, while this Agreement is in effect,
and except as contemplated hereby, not to intentionally and knowingly take any
action with the intention and knowledge that such action would make any of its
representations or warranties contained herein untrue or incorrect in any
material respect or have the effect of preventing or disabling it from
performing any of its obligations under this Agreement.

           d.     Public Announcements.  Parent and Holdco Sub, on the
                one hand, and the Partnership, the Partners and the
                Transferors, on the other hand, will consult with each
                other before issuing any press release or making any SEC
                filing or other public statement (including holding
                press conferences or analyst calls) with respect to this
                Agreement or the transactions contemplated hereby and,
                except as may be required by applicable law, court
                process or any listing agreement with any national
                securities exchange, shall not issue any press release,
                make any such SEC filing or other public statement prior
                to such consultation and providing the Partnership, the
                Partners and the Transferors, on the one hand, and
                Parent and Holdco Sub, on the other hand, as the case
                may be, with a reasonable opportunity to comment
                thereon. 



                                ARTICLE 5.    


                           CONDITIONS TO CLOSING

           a.     Conditions to Obligation of Parent, Holdco Sub and the
                Partners to Effect the Transactions.  The respective
                obligations of Parent, Holdco Sub and the Partners to
                effect the Transactions are subject to the satisfaction
                or waiver on or prior to the Closing Date of the
                following conditions:


      i.     HSR Act.  The waiting period (and any extension thereof)
           applicable to the Transactions under the HSR Act shall have
           been terminated or shall have expired.


      ii.    No Injunctions or Restraints.  No temporary restraining
           order, preliminary or permanent injunction or other order
           issued by any court of competent jurisdiction or other
           Governmental Authority or other legal restraint or
           prohibition enjoining or preventing the consummation of the
           Transactions shall be in effect.


      iii.   DOT Approvals.  The DOT shall have granted any necessary
           approvals for the Transactions.  


      iv.    Foreign Antitrust Approvals.  The European Commission shall
           have given any necessary approvals for the Transactions.


           b.     Conditions to Obligation of Parent and Holdco Sub. 
                The obligations of Parent and Holdco Sub to effect the
                Transactions are further subject to the satisfaction (or
                waiver by Parent and Holdco Sub) of the following
                conditions:


      i.     Representations and Warranties.  The representations and
           warranties of the Partnership, the Partners and the
           Transferors set forth in this Agreement qualified as to
           materiality shall be true and correct and those not so
           qualified shall be true and correct in all material respects,
           in each case as of the date of this Agreement and as of the
           Closing Date as though made on and as of the Closing Date,
           except for those representations and warranties which address
           matters only as of a particular date (which shall have been
           true and correct in all material respects as of such date). 
           Parent and Holdco Sub shall have received a certificate
           signed by the Partners' Representative to the effect set
           forth in this paragraph.


      ii.    Performance of Obligations of the Partnership, the Partners
           and the Transferors.  Each of the Partnership, the Partners
           and the Transferors shall have performed in all material
           respects all of the covenants and the obligations required to
           be performed by them under this Agreement at or prior to the
           Closing Date, and Parent and Holdco Sub shall have received
           a certificate signed by the Partners' Representative to the
           effect set forth in this paragraph.


      iii.   Ownership of Company Stock Held by the Partnership.  The
           Fully Diluted Voting Power represented by the shares of
           Company Class A Common Stock held by the Partnership and the
           Transferors, together with the Fully Diluted Voting Power
           represented by all other shares of Company Common Stock held
           by Parent and Holdco Sub immediately prior to the Closing,
           shall be no less than 50.1% of the aggregate Fully Diluted
           Voting Power of all holders of Company Common Stock, and
           Parent shall have received evidence reasonably satisfactory
           to it and its counsel to such effect.


      iv.    Tax Opinion.  Parent and Holdco Sub shall have received the
           opinion of Simpson Thacher & Bartlett, in form and substance
           reasonably satisfactory to Parent and Holdco Sub, dated the
           Closing Date, based on appropriate representations and
           warranties of the parties to the Agreement and certain
           stockholders of such parties, to the effect that the Merger
           and the exchange of shares of the capital stock of Parent for
           shares of the capital stock of Holdco Sub shall be a
           transaction described in Section 351(a) and/or Section 368(a)
           of the Code and that no income or gain will be recognized by
           Parent or Holdco Sub or by their stockholders as a result of
           the Merger or the Exchange.


      v.     Standstill Agreement.  The Share Electing Partners and the
           Share Electing Transferors shall have executed and delivered
           to Parent signed counterparts of the Standstill Agreement.


      vi.    No Stockholder Rights Plan.  The Company shall not have
           adopted a stockholder rights plan,  poison pill  or other
           agreement or arrangement having a similar effect, whether or
           not such effect is intended, except as contemplated by the
           Governance Agreement dated as of the date hereof among the
           Company, Parent and Holdco Sub.


      vii.   Approval of Business Combination.  The Company's Board of
           Directors shall not have adopted a resolution approving a
           Business Combination (other than one with Parent, Holdco Sub
           or their subsidiaries) or recommending such a Business
           Combination to the Company's stockholders.  


      viii.       No Frustration of Transactions by the Company.  The
                Company shall not have taken any other action that will
                (i) (A) prevent, (B) delay or postpone for a period in
                excess of 45 days from the date the conditions set forth
                in this Article V would otherwise be satisfied or (C)
                impede, frustrate or interfere with (in the case of this
                clause (C), in a manner that will substantially deprive
                Parent and Holdco Sub of the benefits of) (1) any of the
                Transactions or (2) the entry by Northwest Airlines,
                Inc. and the Company into an Operating Alliance or their
                execution of an Alliance Agreement, or (ii) cause the
                Fully Diluted Voting Power represented by the shares of
                Company Class A Common Stock held by the Partnership and
                the Transferors, together with the Fully Diluted Voting
                Power represented by all other shares of Company Common
                Stock held by Parent and Holdco Sub at the Closing, to
                be less than 50.1% of the aggregate Fully Diluted Voting
                Power of all holders of Company Common Stock, other than
                in connection with grants by the Company to its
                employees in accordance with its past practices of
                options and other stock-based compensation.


      ix.    No Frustration of Transactions by the Partnership and the
           Partners.  The Partnership and the Partners shall not have
           taken any action that will (i) prevent, (ii) delay or
           postpone for a period in excess of 45 days from the date the
           conditions set forth in this Article V would otherwise be
           satisfied or (iii) impede, frustrate or interfere with (in
           the case of this clause (iii), in a manner that will
           substantially deprive Parent and Holdco Sub of the benefits
           of) (A) any of the Transactions or (B) the entry by Northwest
           Airlines, Inc. and the Company into an Operating Alliance or
           their execution of an Alliance Agreement.


           c.     Conditions to Obligation of the Partners and the
                Transferors.  The obligations of the Partners and the
                Transferors to effect the Transactions are further
                subject to the satisfaction (or waiver by the Partners
                holding a majority in Partnership Interests) of the
                following conditions:


      (a)  Representations and Warranties.  The representations and
 warranties of Parent and Holdco Sub set forth in this Agreement
 qualified as to materiality shall be true and correct and those not so
 qualified shall be true and correct in all material respects, in each
 case as of the date of this Agreement and as of the Closing Date as
 though made on and as of the Closing Date, except for those
 representations and warranties which address matters only as of a
 particular date (which shall have been true and correct in all material
 respects as of such date), and the Partners' Representative shall have
 received a certificate signed on behalf of Parent and Holdco Sub to the
 effect set forth in this paragraph.

      (b)  Performance of Obligations of Parent and Holdco Sub.  Each of
 Parent and Holdco Sub shall have performed in all material respects all
 of the covenants and obligations required to be performed by them under
 this Agreement at or prior to the Closing Date, and the Partners'
 Representative shall have received a certificate signed on behalf of
 Parent and Holdco Sub to the effect set forth in this paragraph.

      (c)  Tax Opinion.  The Share Electing Partners shall have received
 the opinion of Kelly, Hart & Hallman, in form and substance reasonably
 satisfactory to the Partner's Representative, dated the Closing Date,
 based on appropriate representations and warranties of the parties to
 the Agreement, to the effect that the exchange of Partnership Interests
 for shares of Holdco Sub Class A Common Stock pursuant to Section
 2.2(b) shall be a transfer described in Section 351(a) of the Code.

      (d)  Registration Rights Agreement.  Holdco Sub shall have
 executed and delivered to the Partners' Representative a signed
 counterpart of the Registration Rights Agreement.

      (e)  Consummation of the Merger.  No provision of the Merger
 Agreement shall have been waived, modified or amended by the parties
 thereto, and the Merger shall have been consummated in accordance with
 the terms of the Merger Agreement.

      (f)  NASDAQ National Market Listing.  The shares of Holdco Sub
 Class A Common Stock to be issued to the Share Electing Partners and
 the Transferors pursuant to Section 2.2(b) shall have been approved for
 quotation on the NASDAQ National Market, subject to official notice of
 issuance.


                                ARTICLE VI

                              INDEMNIFICATION

      6.1  Indemnification by Parent and Holdco Sub.  From and after the
Closing (except in the case of Section 6.1(b)(ii), which shall be from and
after the date of this Agreement whether or not the Transactions are
consummated), Parent and Holdco Sub shall, jointly and severally (and shall
cause their respective subsidiaries to) indemnify each Partner (which term
shall for purposes of this Article VI include the Transferors) and their
respective affiliates, directors, officers, employees, partners, stockholders,
agents and representatives (including attorneys and accountants)
(collectively, the "Representatives") against and hold them harmless from any
loss, liability, claim, damage or expense (including reasonable legal fees and
expenses) ("Loss") suffered or incurred by any such indemnified party (a)
directly caused by any breach of representation or warranty (without regard to
any materiality qualification therein) in Section 3.1 on the part of Parent or
Holdco Sub; or (b) arising from or relating to (i) any failure by Parent or
Holdco Sub to perform any agreement or obligation hereunder or (ii) the
Transactions (whether pertaining to any acts or omissions occurring or
existing prior to, at or following the date of this Agreement), other than
taxes and Losses arising under Section 16 of the Exchange Act; provided,
however, that:

      (w)  such indemnity will not cover actions taken or failed to be
taken by any Partner or the Partnership which constitute a breach of Sections
4.2(a)(i), 4.2(b) or 4.2(c) of this Agreement;

      (x)  neither Parent nor Holdco Sub shall have any liability under
clauses (a) and (b)(i) unless the aggregate of all Losses relating thereto
(other than in connection with the last sentence of Section 3.1(b), Section
3.1(e) and Section 3.1(i)) for which Parent and Holdco would, but for this
proviso, be liable exceeds on a cumulative basis $3,000,000 and then only to
the extent of such excess;

      (y)  Parent and Holdco Sub shall not have any liability in respect
of any individual item under clauses (a) and (b)(i) (other than in connection
with the last sentence of Section 3.1(b), Section 3.1(e) and Section 3.1(i))
where the Loss is less than $100,000 and such items shall not be aggregated
for purposes of clause (x); and

      (z)  Parent s and Holdco Sub s liability in respect of Losses
under clauses (a) and (b)(i) (other than in connection with the last sentence
of Section 3.1(b), Section 3.1(e) and Section 3.1(i)) shall in no event exceed
$15,000,000.  

Each Partner acknowledges and agrees that, should the Closing occur, its sole
and exclusive remedy with respect to any and all claims relating to this
Agreement and the transactions contemplated hereby (other than claims of, or
causes of action arising from, fraud, which shall not be subject to this
Article VI) shall be pursuant to the indemnification provisions set forth in
this Article VI.

      6.2  Indemnification by each of the Partners and Transferors. 
From and after the Closing, each Partner shall, severally and not jointly,
indemnify Parent and Holdco Sub and their respective affiliates and their
respective Representatives against and hold them harmless from any Loss
suffered or incurred by any such indemnified party (a) directly caused by any
breach of representation or warranty in Sections 3.2, 3.3 and 3.4 (other than
the fourth and fifth sentences of Section 3.2(d), Section 3.3(h) and the
fourth and fifth sentences of Section 3.4) (without regard to any materiality
qualification in any of such sections) on the part of the Partnership or such
Partner; or (b) arising from, relating to or otherwise in respect of (i) any
failure by the Partnership or any Partner to perform any agreement or
obligation hereunder or (ii) any Liabilities of the Partnership incurred prior
to the Closing (other than Liabilities arising out of the Transactions other
than taxes and losses arising under Section 16 of the Exchange Act) and not
disclosed on Schedule 3.2(e); provided, however, that:

      (w)  notwithstanding the several but not joint nature of the
indemnification provided under this Section 6.2, each Partner shall be liable
in respect of any claim under this Article VI for up to 130% of such Partner s
pro rata share, calculated by reference to the number of shares of Company
Class A Common Stock (including shares issuable upon the exercise of the
Warrants) allocable to or owned by such Partner (the  Pro Rata Share ), of the
aggregate Losses in respect of such claim;

      (x)  no Partner shall have any liability under clauses (a) and
(b)(i) of this Section 6.2 unless the aggregate of all Losses relating thereto
(other than in connection with the second sentence of Section 3.2(b), Section
3.2(c), Section 3.2(d) (other than the fourth and fifth sentences thereof),
Section 3.2(e), the second sentence of Section 3.3(b), Section 3.3(c) and
Section 3.4 (other than the fourth and fifth sentences thereof)) for which the
Partners would, but for this proviso, be liable exceeds on a cumulative basis
$3,000,000 and then only to the extent of such excess;

      (y)  no Partner shall have any liability in respect of any
individual item under clauses (a) and (b)(i) of this Section 6.2 (other than
in connection with the second sentence of Section 3.2(b), Section 3.2(c),
Section 3.2(d) (other than the fourth and fifth sentences thereof), Section
3.2(e), the second sentence of Section 3.3(b), Section 3.3(c) and Section 3.4
(other than the fourth and fifth sentences thereof)) where the Loss is less
than $100,000 and such items shall not be aggregated for purposes of clause
(x); and

      (z) the aggregate liability of the Partners in respect of Losses
under clauses (a) and (b)(i) of this Section 6.2 (other than in connection
with the second sentence of Section 3.2(b), Section 3.2(c), Section 3.2(d)
(other than the fourth and fifth sentences thereof, Section 3.2(e), the second
sentence of Section 3.3(b), Section 3.3(c) and Section 3.4 (other that the
fourth and fifth sentences thereof)) shall in no event exceed $15,000,000.

Each of Parent and Holdco Sub acknowledges and agrees that, should the Closing
occur, its sole and exclusive remedy with respect to any and all claims
relating to this Agreement and the transactions contemplated hereby (other
than claims of, or causes of action arising from, fraud, which shall not be
subject to this Article VI) shall be pursuant to the indemnification
provisions set forth in this Article VI.  Recovery by Parent and Holdco Sub
from any Partner of amounts in excess of a Partner s Pro Rata Share of any
Loss shall be conditioned on Parent and Holdco Sub having used reasonable
efforts to obtain indemnification from each of the Partners in accordance with
their respective Pro Rata Shares, including by pursuing appropriate legal
proceedings against each of the Partners.

      6.3  Losses Net of Insurance, etc.  The amount of any Loss for
which indemnification is provided under this Article VI shall be net of any
amounts actually recovered by the party entitled to indemnification (the
"indemnified party") under insurance policies and, in the case of the
Partners, under the indemnification policies of the Company that are available
to such indemnified party with respect to such Loss (net of the cost of
obtaining such recovery).  Any Partner entitled to indemnification under
insurance policies or under the indemnification policies of the Company shall,
at the request of Parent or Holdco Sub, use its reasonable best efforts to
obtain such indemnification under such insurance policies or from the Company
before seeking indemnification from Parent or Holdco Sub, and any expenses
incurred in connection therewith shall be advanced by the party obligated to
provide such indemnification (the "indemnifying party").  It is understood
that the indemnification obligation of Parent and Holdco Sub is secondary and
supplemental to any indemnification by the Company or under any insurance
policy maintained for the benefit of the indemnified party.  The indemnifying
party shall not be relieved of its obligation to advance fees and expenses to
the indemnified party in accordance with Section 6.5 (or to indemnify any
indemnified person under this Article VI) by reason of any claim under any
insurance policy or under the indemnification policies of the Company, but
shall be entitled to receive, and the indemnified party does hereby assign to
the indemnifying party the right to receive, direct payment of any recovery
under any such claim.

      6.4  Termination of Indemnification.  The obligations to indemnify
and hold harmless a party hereto (a) pursuant to Sections 6.1(a) and 6.2(a)
shall terminate when the applicable representation or warranty terminates
pursuant to Section 7.14 and (b) pursuant to the other clauses of Sections 6.1
and 6.2 shall not terminate, except that the obligations of Parent and Holdco
Sub pursuant to Section 6.1(b)(ii) shall terminate upon a termination by
either party pursuant to Section 7.1(a), but only with respect to actions or
omissions from and after the time of such termination; provided, however, that
as to clause (a) above such obligations to indemnify and hold harmless shall
not terminate with respect to any item as to which the Person to be
indemnified or the related party thereto shall have, before the expiration of
the applicable period, previously made a claim by delivering a notice of such
claim (stating in reasonable detail the basis of such claim) to the
indemnifying party.

      6.5  Procedures Relating to Indemnification under Article VI.

      (a)  An indemnified party entitled to any indemnification in
respect of, arising out of or involving a claim or demand made by any Person
against the indemnified party (a "Third Party Claim") shall notify the
indemnifying party in writing, and in reasonable detail, of the Third Party
Claim within 10 Business Days after receipt by such indemnified party of
written notice of the Third Party Claim; provided, however, that failure to
give such notification shall not affect the indemnification provided hereunder
except to the extent the indemnifying party shall have been actually and
materially prejudiced as a result of such failure (it being understood that
the indemnifying party shall not be liable for any expenses incurred during
the period in which the indemnified party failed to give notice).

      (b)  If a Third Party Claim is made against an indemnified party,
the indemnifying party shall be entitled to participate in the defense thereof
and, if it so chooses and unconditionally acknowledges its obligation to
indemnify the indemnified party with respect to such Third Party Claim, to
assume the defense thereof with counsel selected by the indemnifying party and
not reasonably objected to by the indemnified party.  Should the indemnifying
party so elect to assume the defense of a Third Party Claim, the indemnified
party shall have the right to participate in the defense thereof and to employ
counsel, at its own expense, separate from the counsel employed by the
indemnifying party (except that, for any period following receipt of notice of
any Third Party Claim during which the indemnifying party has failed to assume
the defense of such claim, the indemnifying party shall pay such fees and
expenses as incurred), it being understood that the indemnifying party  shall
control such defense; provided, that the indemnifying party shall not take any
action in the conduct of such defense that would materially adversely affect
the indemnified party without the consent of the indemnified party.  The
indemnified party shall also have the right to employ no more than one
separate counsel for all indemnified parties (and no more than one local
counsel in any jurisdiction where it is reasonably necessary) not reasonably
objected to by the indemnifying party, at the expense of the indemnifying
party, but only if:  (i) the use of counsel chosen by the indemnifying party
to represent the indemnified party or parties would present such counsel with
a conflict of interest, (ii) the actual or potential defendants in any such
action include both the indemnified party and the indemnifying party and the
indemnified party shall have reasonably concluded that there may be legal
defenses available to it and/or other indemnified parties which are different
from or are in addition to those available to the indemnifying party, (iii)
the indemnifying party shall not have employed counsel reasonably satisfactory
to the indemnified party to represent the indemnified party within a
reasonable time after notice of the institution of such action or (iv) the
indemnifying party shall in writing authorize the indemnified party to employ
separate counsel at the expense of the indemnifying party.

      (c)  If the indemnifying party elects to assume the defense of any
Third Party Claim, all of the indemnified parties shall cooperate with the
indemnifying party in the defense or prosecution thereof.  Such cooperation
shall include (upon the indemnifying party's reasonable request) the provision
to the indemnifying party of existing records and information which are
reasonably relevant to such Third Party Claim, and making themselves (in the
case of individuals) and using reasonable best efforts to make their employees
and their Representatives, if any, available on a mutually convenient basis to
provide additional information and explanation of any material provided
hereunder, and to attend depositions, give testimony or otherwise appear at
any trial or hearing to the extent reasonably requested by the indemnifying
party.  Whether or not the indemnifying party shall have assumed the defense
of a Third Party Claim, the indemnifying party shall not admit any liability
with respect to, or settle, compromise or discharge, such Third Party Claim
without the indemnified party s prior written consent (which consent shall not
be unreasonably withheld).  If the indemnifying party shall have assumed the
defense of a Third Party Claim, the indemnified party shall agree to any
settlement, compromise or discharge of a Third Party Claim which the
indemnifying party may recommend and which by its terms obligates the
indemnifying party to pay the full amount of the liability in connection with
such Third Party Claim, which releases the indemnified party completely in
connection with such Third Party Claim, and which would not otherwise
adversely affect the indemnified party.

      (d)  Notwithstanding the foregoing, the indemnifying party shall
not be entitled to assume the defense of any Third Party Claim (but shall be
liable for the reasonable fees and expenses of counsel incurred by the
indemnified party in defending such Third Party Claim, which fees and expenses
the indemnifying party shall pay as incurred in advance of the final
disposition of such Third Party Claim) if the Third Party Claim seeks an
order, injunction or other equitable relief or relief for other than money
damages against the indemnified party which the indemnified party reasonably
determines, after conferring with its outside counsel, cannot be separated
from any related claim for money damages; provided, however, that the
foregoing shall not apply to any Third Party Claim prior to the Closing
seeking to enjoin or otherwise prevent, prohibit or impede the consummation of
the Transactions, which Third Party Claim prior to the Closing shall be
defended jointly by the indemnifying party and the indemnified party, it being
understood and agreed that (i) only one counsel (plus only one local counsel
in any jurisdiction where it is reasonably necessary) shall be permitted for
all of the indemnified parties and (ii) if the parties cannot in good faith
agree on a particular matter, such dispute shall be resolved in good faith by
the indemnifying party, with a good faith effort to balance the interests of
both the indemnified parties and the indemnifying party.  If such equitable
relief or other relief portion of the Third Party Claim can be so separated
from that for money damages, the indemnifying party shall be entitled to
assume the defense of the portion relating to money damages.  In the event
that the indemnifying party is not permitted to assume the defense of any
Third Party Claim pursuant to this Section 6.5(d), the indemnified party shall
not agree to any settlement, compromise or discharge of such Third Party Claim
which by its terms obligates the indemnifying party to pay any monetary
damages or otherwise imposes any obligation on the indemnifying party without
the prior written consent of the indemnifying party.

      (e)  In the event that the indemnified party is entitled to retain
counsel at the indemnifying party's expense in accordance with Section 6.5(b)
or Section 6.5(d), the indemnifying party shall reimburse the indemnified
party for the reasonable fees, costs and expenses of such counsel upon
presentation of invoices detailing with reasonable specificity the nature of
the services provided and the basis of the fees, costs and expenses incurred.

      6.6  Other Claims.  In the event any indemnified party should have
a claim against any indemnifying party under Section 6.1 (other than Section
6.1(b)(ii)) or 6.2 that does not involve a Third Party Claim, the indemnified
party shall deliver notice of such claim (stating with reasonable specificity
the basis and amount of the claim) with reasonable promptness to the
indemnifying party.

      6.7  Arbitration.  In the event that any parties are unable to
resolve any dispute as to whether an indemnified party is entitled to
indemnification hereunder and/or the amount of the related claim, the
exclusive method for resolving such dispute shall be binding, nonappealable
arbitration in New York, New York initiated by a party by a written notice to
the other party demanding arbitration and specifying the claim to be
arbitrated.  Such arbitration shall be conducted pursuant to the Expedited
Procedures of the Commercial Arbitration Rules ("Rules") of the American
Arbitration Association ("AAA"), with the following modifications.  The party
initiating arbitration (the "Claimant") shall appoint its arbitrator in its
request for arbitration (the "Request").  The other party (the "Respondent")
shall appoint its arbitrator within 15 Business Days of receipt of the Request
and shall notify the Claimant of such appointment in writing.  If the
Respondent fails to appoint an arbitrator within such 15 Business Day period,
the arbitrator named in the Request shall decide the controversy or claim as
a sole arbitrator.  Otherwise, the two arbitrators appointed by the parties
shall appoint a third arbitrator within 15 Business Days after the Respondent
has notified Claimant of the appointment of the Respondent's arbitrator.  When
the third arbitrator has accepted the appointment, the two party-appointed
arbitrators shall promptly notify the parties of such appointment.  If the two
arbitrators appointed by the parties fail or are unable to so appoint a third
arbitrator, then the appointment of the third arbitrator shall be made by the
AAA, which shall promptly notify the parties of the appointment.  The third
arbitrator shall act as chairperson of the panel.  Upon appointment of the
third arbitrator, the arbitrators shall proceed to commence and conduct all
proceedings promptly and in accordance with the Rules.  The arbitral award
shall be in writing and shall be final and binding on the parties to the
arbitration.  The arbitrator shall be instructed to award costs, including
reasonable attorneys  fees and disbursements, which shall be paid by the party
against whom the award is entered.  Judgment upon the award may be entered by
any court having jurisdiction thereof or having jurisdiction over the parties
or their assets, without review of the merits of the award,  in accordance
with Section 7.11.


                                ARTICLE VII

                            GENERAL PROVISIONS

      7.1  Termination or Abandonment of Agreement.  (a)  This Agreement
may be terminated and abandoned at any time prior to the Closing:

      (i)  by mutual consent of Parent and the Partnership in writing;

          (ii)  by either Parent or the Partnership if the Closing shall not
 have occurred prior to the first anniversary of the date of this
 Agreement (other than due to the failure of the party seeking to
 terminate this Agreement to perform its obligations under this
 Agreement required to be performed at or prior to such first
 anniversary);

         (iii)  by either Parent or the Partnership if any Governmental
 Authority within the United States or any country or other jurisdiction
 in which Parent or the Partnership, directly or indirectly, has
 material assets or operations shall have issued an order, decree or
 taken any other action permanently enjoining, restraining or otherwise
 prohibiting the Transactions, and such order, decree, ruling or other
 action shall have become final and nonappealable; 

          (iv)  by Parent, if after the date of this Agreement the Company
 issues (A) any shares of Company Common Stock (other than upon the
 conversion, exercise or exchange of securities outstanding on the date
 of this Agreement that are convertible into or exercisable or
 exchangeable for shares of Company Common Stock) or (B) any securities
 convertible into or exercisable or exchangeable for shares of Company
 Common Stock which result in the Voting Power held by the Partnership
 and the Transferors, together with the Voting Power represented by all
 other shares of Company Common Stock held by Parent and Holdco Sub,
 falling below 50.1% of the aggregate Voting Power of all holders of
 Company Common Stock (assuming the conversion, exercise or exchange of
 all securities referred to in clause (B)); 

      (v)  by Parent, in the event that Parent exercises its right to
 release the Partnership from certain obligations in accordance with
 Section 4.2(j); or

          (vi)  by the Partnership, in the event that Parent exercises its
 right to release the Partnership from certain obligations in accordance
 with Section 4.2(j).

      (b)  In the event of termination of this Agreement by either
Parent or the Partnership as provided in Section 7.1(a), this Agreement shall
forthwith become void and have no effect, without any liability or obligation
on the part of Parent, Holdco Sub, the Partnership, the Partners, the
Transferors and the Company, other than Article VI and Article VII.  Nothing
contained in this Section shall relieve any party for any willful breach of
the representations, warranties, covenants or agreements set forth in this
Agreement.

      7.2  Expenses.  Whether or not the transactions contemplated
hereby are consummated, all fees, commissions and other expenses incurred by
any party hereto in connection with the negotiation of this Agreement and the
other transactions contemplated hereby, including any fees and expenses of
their respective counsel, shall be borne by the party incurring such fee or
expense.

      7.3  Counterparts.  This Agreement may be executed in one or more
counterparts, all of which shall be considered one and the same agreement, and
shall become a binding agreement when one or more counterparts have been
signed by each party and delivered to the other parties.

      7.4  Notices.  All notices, requests, demands or other
communications provided herein shall be made in writing and shall be deemed to
have been duly given if delivered as follows:

      If to Parent or Holdco Sub:

           Northwest Airlines Corporation
           5101 Northwest Drive
           St. Paul, Minnesota  55111-3034
           Attention:  General Counsel
           Fax:  (612) 726-7123

           with a copy to:

           Simpson Thacher & Bartlett
           425 Lexington Avenue
           New York, New York  10017-3954
           Attention:  Robert L. Friedman, Esq.
           Fax:  (212) 455-2502

      If to the Partnership, the Partners or the Transferors:

           1992 Air, Inc.
           201 Main Street, Suite 2420
           Fort Worth, Texas  76102
           Attention:  James J. O'Brien
           Fax:  (817) 871-4010
           

           with a copy to:

           Kelly, Hart & Hallman
           201 Main Street, Suite 2500
           Fort Worth, Texas  76102
           Attention:  Clive D. Bode, Esq.
                     F. Richard Bernasek, Esq.
           Fax:  (817) 878-9280

or to such other address as any party shall have specified by notice in
writing to the other parties.  All such notices, requests, demands and
communications shall be deemed to have been received on (i) the date of
delivery if sent by messenger, (ii) on the Business Day following the Business
Day on which delivered to a recognized courier service if sent by overnight
courier or (iii) on the date received, if sent by fax.

      7.5  Governing Law.  This Agreement shall be governed by and
construed in accordance with the laws of the State of New York as applied to
contracts entered into and to be performed in New York and without regard to
the application of principles of conflict of laws.

      7.6  Interpretation.  When a reference is made in this Agreement
to an Article, Section, Exhibit or Schedule, such reference shall be to an
Article or Section of, or an Exhibit or Schedule to, this Agreement unless
otherwise indicated.  The table of contents and headings contained in this
Agreement are for reference purposes only and shall not affect in any way the
meaning or interpretation of this Agreement.  Whenever the words  include, 
 includes  or  including  are used in this Agreement, they shall be deemed to
be followed by the words  without limitation. 

      7.7  Successors and Assigns.  Except as otherwise expressly
provided in this Agreement, neither this Agreement nor any of the rights,
interests or obligations under this Agreement shall be assigned, in whole or
in part, by operation of law or otherwise by any of the parties without the
prior written consent of the other parties, except that Parent, prior to or
after the consummation of the transactions contemplated by Sections 2.1 and
2.2, may assign, in its sole discretion, any or all of its rights, interests
and obligations under this Agreement to any wholly owned subsidiary of Parent
or any partnership of which Parent is the general partner, but no such
assignment shall relieve Parent of any of its obligations under this
Agreement.  Subject to the preceding sentence, this Agreement will be binding
upon, inure to the benefit of, and be enforceable by, the parties and their
respective successors, assigns and heirs.  It is understood and agreed by the
parties that in the event of the dissolution of any Partner after the date of
this Agreement, such Partner's obligations hereunder shall be borne by the
general partner of such Partner, and thereafter by the general partner of such
general partner, and so forth.

      7.8  Entire Agreement; No Oral Waiver; Construction.  This
Agreement and the agreements, certificates and other documents contemplated
hereby and thereby constitute the entire agreement among the parties
pertaining to the subject matter hereof and supersede all prior and
contemporaneous agreements, understandings and representations, whether oral
or written, of the parties in connection therewith.  No covenant or condition
or representation not expressed in this Agreement shall affect or be effective
to interpret, change or restrict this Agreement.  No prior drafts of this
Agreement and no words or phrases from any such prior drafts shall be
admissible into evidence in any action, suit or other proceeding involving
this Agreement or the transactions contemplated hereby.  This Agreement may
not be amended, changed or terminated orally, nor shall any amendment, change,
termination or attempted waiver of any of the provisions of this Agreement be
binding on any party unless in writing signed by the parties hereto.  No
modification, waiver, termination, rescission, discharge or cancellation of
this Agreement and no waiver of any provision of or default under this
Agreement shall affect the right of any party thereafter to enforce any other
provision or to exercise any right or remedy in the event of any other
default, whether or not similar.  This Agreement has been negotiated by the
parties hereto and their respective legal counsel, and legal or equitable
principles that might require the construction of this Agreement against the
party drafting this Agreement will not apply in any construction or
interpretation of this Agreement.

      7.9  Severability.  If any provision of this Agreement (or any
portion thereof) shall be declared by any court of competent jurisdiction to
be illegal, void or unenforceable, all other provisions of this Agreement (and
portions thereof) shall not be affected and shall remain in full force and
effect.

      7.10  No Third-Party Rights.  Nothing in this Agreement, expressed
or implied, shall or is intended to confer upon any Person other than the
parties hereto or their respective successors or assigns, any rights or
remedies of any nature or kind whatsoever under or by reason of this
Agreement.

      7.11  Submission To Jurisdiction.  Each of the parties hereto
hereby irrevocably and unconditionally:

      (a)  submits for itself and its property in any legal action or
 proceeding relating to or arising from this Agreement, or for
 recognition and enforcement of any judgment in respect thereof, to the
 non-exclusive general jurisdiction of the courts of the United States
 of America sitting in the Southern District of New York or, in the
 absence of Federal jurisdiction, the Commercial Part of the Supreme
 Court of the State of New York for New York County;

      (b)  consents that any such action or proceeding may be brought in
 such courts and waives any objection that it may now or hereafter have
 to the venue of any such action or proceeding in any such court or that
 such action or proceeding was brought in an inconvenient court and
 agrees not to plead or claim the same;

      (c)  agrees that service of process in any such action or
 proceeding may be effected by mailing a copy thereof by registered or
 certified mail (or any substantially similar form of mail), postage
 prepaid, to the address for notices to it set forth in Section 7.4; and

      (d)  agrees that nothing herein shall affect the right to effect
 service of process in any other manner permitted by law or shall limit
 the right to sue in any other appropriate jurisdiction.

      7.12  Remedies.  Each of the parties hereto acknowledges and
agrees that (i) the provisions of this Agreement are reasonable and necessary
to protect the proper and legitimate interests of the other parties hereto,
and (ii) the other parties hereto would be irreparably damaged in the event
any of the provisions of this Agreement were not performed in accordance with
their specific terms or were otherwise breached.  It is accordingly agreed
that the parties hereto shall be entitled to preliminary and permanent
injunctive relief to prevent breaches of the provisions of this Agreement by
the other parties hereto without the necessity of proving irreparable injury
or actual damages or of posting any bond, and to enforce specifically the
terms and provisions hereof and thereof, which rights shall be cumulative and
in addition to any other remedy to which the parties hereto may be entitled
hereunder or at law or equity.

      7.13  Further Assurances.  From time to time, at the reasonable
request of any other party hereto and without further consideration, each
party hereto shall execute and deliver such additional documents and take all
such further action as may be necessary to consummate and make effective, in
the most expeditious manner practicable, the transactions contemplated by this
Agreement.

      7.14  Survival of Representations.  The representations and
warranties in this Agreement and in any certificate delivered pursuant hereto
shall survive the Closing solely for purposes of Article VI and (a) shall
terminate at the Closing with respect to Sections 3.1(g) and (h), the fourth
and fifth sentences of Section 3.2(d), Section 3.3(h) and the fourth and fifth
sentences of Section 3.4, (b) shall terminate at the close of business on the
first anniversary of the Closing Date with respect to Section 3.1 (other than
Sections 3.1(b), (d), (g), (h) and (i)), Section 3.2 (other than Sections
3.2(b), (c), (d) and (e)) and Section 3.3 (other than Sections 3.3(b), (c) and
(h)), (c) shall terminate at the close of business on the fourth anniversary
of the Closing Date with respect to Section 3.1(i) and Section 3.2(e) and
(d) shall not terminate with respect to Sections 3.1(b) and (d), Sections
3.2(b) and (c) and, other than the fourth and fifth sentences, Section 3.2(d),
Sections 3.3 (b) and (c) and, other than the fourth and fifth sentences,
Section 3.4.

      7.15  No Restrictions on Directors of the Company. 
Notwithstanding anything to the contrary in this Agreement or the Standstill
Agreement, it is understood and agreed that no provision of this Agreement or
the Standstill Agreement and the transactions contemplated hereby and thereby
shall in any way limit or restrict the actions of any Person to the extent
such Person is acting in such Person's capacity as a director on the Board of
Directors of the Company, and nothing in this Agreement or the Standstill
Agreement is intended to, or shall be deemed to, restrict the exercise of
fiduciary duties by any such Person in such capacity.

      IN WITNESS WHEREOF, the parties have executed, delivered and
entered into this Agreement as of the day and year first above written.


                              NORTHWEST AIRLINES CORPORATION
                              
                              
                              By: /s/ Douglas M. Steenland
                              Name: Douglas M. Steenland
                              Title: Senior Vice President, General
                              Counsel    and Secretary
                              
                              
                              NEWBRIDGE PARENT CORPORATION
                              
                              
                              By: /s/ Douglas M. Steenland
                              Name: Douglas M. Steenland
                              Title: Director
                                                            
<PAGE>
AIR PARTNERS, L.P.

1992 AIR GP, a Texas general partnership

By:                 1992 Air, Inc., a Texas
                    corporation, managing partner


                    By: /s/ David Bonderman   
                         Name: David Bonderman
                         Title:


THE PARTNERS:

GENERAL PARTNERS:

1992 AIR GP, a Texas general partnership

By:                 1992 Air, Inc., a Texas
                    corporation, general partner


                    By: /s/ David Bonderman  
                         Name: David Bonderman
                         Title:


AIR II GENERAL, INC., a Texas corporation


By: /s/ David Bonderman  
                    Name: David Bonderman
                    Title:



<PAGE>
LIMITED PARTNERS: 

DAVID BONDERMAN
BONDERMAN FAMILY LIMITED
  PARTNERSHIP
ESTATE OF LARRY LEE HILLBLOM
                    By:  Russel K. Snow, Jr.
                         Managing Executor
                         Bank of Saipan, Executor
DHL MANAGEMENT SERVICES, INC.
LECTAIR PARTNERS
                    By:  Planden Corp., G.P.
SUNAMERICA INC. (Formerly Broad, Inc.)
ELI BROAD
AMERICAN GENERAL CORPORATION
DONALD STURM
CONAIR LIMITED PARTNERS, L.P.
BONDO AIR LIMITED PARTNERSHIP
                    By:  1992 Air, Inc.

By:  1992 AIR GP, as attorney-in-fact for
the                   foregoing
                         
                         By:  1992 Air, Inc., a Texas
                         corporation, general partner

                             
                         By: /s/ David Bonderman 
                             Name: David Bonderman
                             Title: 


AIR SAIPAN, INC., a CNMI corporation


                         By: /s/ David Bonderman  
                         Name: David Bonderman
                         Title:


BONDERMAN FAMILY LIMITED
  PARTNERSHIP


                         By: /s/ David Bonderman
                             Name: David Bonderman
                                 Title:


1992 AIR, INC., a Texas corporation


                         By: /s/ David Bonderman
                             Name: David Bonderman
                             Title:
<PAGE>
EXECUTION COPY





                           
                           
                           
                           
                           _________________________         ___________

                           INVESTMENT AGREEMENT
                 
                           DATED AS OF JANUARY 25, 1             998

                           among
                        
                           NORTHWEST AIRLINES CORPOR            ATION

                           NEWBRIDGE PARENT CORPORAT             ION

                           AIR PARTNERS, L.P.,
                 
                           THE PARTNERS OF AIR PARTN         ERS, L.P.,
signatory hereto,
                  
                           BONDERMAN FAMILY LIMITED          PARTNERSHIP

                           1992 AIR, INC.
                    
                           AND
                         
                           AIR SAIPAN, INC.
                   
                           _________________________         ___________


<PAGE>
                             TABLE OF CONTENTS

                                                                       Page

                                 ARTICLE I

                                DEFINITIONS. . . . . . . . . . . . . . .  3

    1.1  Defined Terms . . . . . . . . . . . . . . . . . . . . . . . . .  3

                                ARTICLE II

           EXCHANGE OF PARTNERSHIP INTERESTS; TRANSFER OF SHARES . . . . .5

    2.1  Exchange of Partnership Interests; Transfer of Shares . . . . .  5
    2.2  Cash Election Share Price; Exchange Ratio . . . . . . . . . . .  6
    2.3  Adjustments to Cash Election Share Price and Exchange Ratio . .  6
    2.4  Closing Date. . . . . . . . . . . . . . . . . . . . . . . . . .  7
    2.5  Interest Payment. . . . . . . . . . . . . . . . . . . . . . . .  8

                                ARTICLE III

                      REPRESENTATIONS AND WARRANTIES . . . . . . . . . . .9

    3.1  Representations and Warranties of Parent and Holdco Sub . . . .  9
    3.2  Representations and Warranties of the Partnership and the Partners 13
    3.3  Representations and Warranties of the Partners and the Transferors 15
    3.4  Representations and Warranties of the Transferors . . . . . . . 18

                                ARTICLE IV

                                 COVENANTS . . . . . . . . . . . . . . . 18

    4.1  Covenants of Parent and Holdco Sub. . . . . . . . . . . . . . . 18
    4.2  Covenants of the Partnership, the Partners and the Transferors. 22
    4.3  Reasonable Best Efforts . . . . . . . . . . . . . . . . . . . . 27
    4.4  Public Announcements. . . . . . . . . . . . . . . . . . . . . . 28

                                 ARTICLE V

                           CONDITIONS TO CLOSING . . . . . . . . . . . . 29

    5.1  Conditions to Obligation of Parent, Holdco Sub and the Partners to
                      Effect the Transactions. . . . . . . . . . . . . . 29
    5.2  Conditions to Obligation of Parent and Holdco Sub . . . . . . . 29
    5.3  Conditions to Obligation of the Partners and the Transferors. . 31

                                ARTICLE VI

                              INDEMNIFICATION. . . . . . . . . . . . . . 32

    6.1  Indemnification by Parent and Holdco Sub. . . . . . . . . . . . 32
    6.2  Indemnification by each of the Partners and Transferors . . . . 33
    6.3  Losses Net of Insurance, etc. . . . . . . . . . . . . . . . . . 34
    6.4  Termination of Indemnification. . . . . . . . . . . . . . . . . 34
    6.5  Procedures Relating to Indemnification under Article VI . . . . 34
    6.6  Other Claims. . . . . . . . . . . . . . . . . . . . . . . . . . 36
    6.7  Arbitration . . . . . . . . . . . . . . . . . . . . . . . . . . 36

                                ARTICLE VII

                            GENERAL PROVISIONS . . . . . . . . . . . . . 37

    7.1  Termination or Abandonment of Agreement . . . . . . . . . . . . 37
    7.2  Expenses. . . . . . . . . . . . . . . . . . . . . . . . . . . . 38
    7.3  Counterparts. . . . . . . . . . . . . . . . . . . . . . . . . . 38
    7.4  Notices . . . . . . . . . . . . . . . . . . . . . . . . . . . . 38
    7.5  Governing Law . . . . . . . . . . . . . . . . . . . . . . . . . 39
    7.6  Interpretation. . . . . . . . . . . . . . . . . . . . . . . . . 39
    7.7  Successors and Assigns. . . . . . . . . . . . . . . . . . . . . 39
    7.8  Entire Agreement; No Oral Waiver; Construction. . . . . . . . . 40
    7.9  Severability. . . . . . . . . . . . . . . . . . . . . . . . . . 40
    7.10 No Third-Party Rights . . . . . . . . . . . . . . . . . . . . . 40
    7.11 Submission To Jurisdiction. . . . . . . . . . . . . . . . . . . 40
    7.12 Remedies. . . . . . . . . . . . . . . . . . . . . . . . . . . . 41
    7.13 Further Assurances. . . . . . . . . . . . . . . . . . . . . . . 41
    7.14 Survival of Representations.. . . . . . . . . . . . . . . . . . 41
    7.15 No Restrictions on Directors of the Company.. . . . . . . . . . 42




EXHIBITS

Exhibit A    Form of Agreement and Plan of Merger
Exhibit B    Form of Second Amended and Restated Limited Partnership Agreement 
                   of Air Partners  L.P.
Exhibit C    Form of Registration Rights Agreement
Exhibit D    Form of Standstill Agreement
Exhibit E    Form of Note
Exhibit F    Form of Pledge



SCHEDULES

Schedule 2.2(a) Cash Electing Partners
Schedule 2.2(b) Share Electing Partners
Schedule 3.2(c) Capitalization of Air Partners, L.P.