SECURITIES AND EXCHANGE COMMISSION
                                Washington, D.C. 20549
                                     SCHEDULE 13D

                        Under the Securities Exchange Act of 1934
                                   (Amendment No. 5)*

                               CONTINENTAL AIRLINES, INC.
                                    (Name of Issuer)

                        CLASS A COMMON STOCK, $0.01 PAR VALUE
                            (Title of Class of Securities)

                                       210795209
                                     (CUSIP Number)

                                   DOUGLAS M. STEENLAND
                 EXECUTIVE VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY
                              NORTHWEST AIRLINES CORPORATION
                                 2700 LONE OAK PARKWAY
                                   EAGAN, MINNESOTA 55121
                                 TELEPHONE: (612) 727-6500
   (Name, Address and Telephone Number of Person Authorized to Receive Notices
                                  and Communications)

                                  November 5, 2000
                (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 [ ]

Note:  Six copies of this Statement, including all exhibits, should be filed
with the Commission.  See Rule 13d-1(a) for other parties to whom copies are
to be sent.

_______________________________
 *   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).



<PAGE>

CUSIP No.  210795209
---------------------------------------------------------------------------
1.   Name of Reporting Persons
     S.S. or I.R.S. Identification No. of Above Person

     Northwest Airlines Corporation (IRS Identification No. 41-1905580)
---------------------------------------------------------------------------
2.   Check the Appropriate Box if a Member of a Group
     (a)
     (b)
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3.   SEC Use Only
---------------------------------------------------------------------------
4.   Source of Funds
     OO (See Item 3)
---------------------------------------------------------------------------
5.   Check Box if Disclosure of Legal Proceedings is Required Pursuant to 
     Items 2(d) or 2(e)
     [  ]
---------------------------------------------------------------------------
6.   Citizenship or Place of Organization
     State of Delaware
---------------------------------------------------------------------------
                                             7.   Sole Voting Power
             NUMBER                                       -0-
           OF SHARES                        -------------------------------
          BENEFICIALLY                       8.   Shared Voting Power 
            OWNED BY                              9,514,868 shares
             EACH                           -------------------------------
           REPORTING                         9.   Sole Dispositive Power
          PERSON WITH                               -0-
                                            -------------------------------
                                             10.  Shared Dispositive Power
                                                  9,514,868 shares
---------------------------------------------------------------------------
11.  Aggregate Amount Beneficially Owned by Each Reporting Person
     9,514,868 shares
---------------------------------------------------------------------------
12.  Check Box if the Aggregate Amount in Row (ii) Excludes Certain Shares
     [  ]
---------------------------------------------------------------------------
13.  Percent of Class Represented by Amount in Row (11)
     Class A - 86.7% (See Item 5)
---------------------------------------------------------------------------
14.  Type of Reporting Person
     CO


















                                                -3-


<PAGE>

     This Amendment No. 5 (this "Amendment") amends and supplements the  
Statement on Schedule 13D (the "Schedule 13D") filed on February 4, 1998, on 
behalf of Northwest Airlines Holdings Corporation, a Delaware corporation 
(formerly Northwest Airlines Corporation, "Holdings"), as amended by Amendment 
No. 1 thereto filed on March 5, 1998 ("Amendment No. 1"), Amendment No. 2 
thereto filed on May 1, 1998 ("Amendment No. 2"), Amendment No. 3 thereto 
filed on November 30, 1998 ("Amendment No. 3"), and Amendment No. 4 thereto 
filed on November 2, 2000, relating to the Class A Common Stock, par value 
$.01 per share ("Issuer Class A Common Stock"), of Continental Airlines, Inc., 
a Delaware corporation (the "Issuer"). Capitalized terms used and not defined 
in this Amendment have the meanings set forth in the Schedule 13D, as amended.


Item 4.  PURPOSE OF TRANSACTION.

Item 4 of the Schedule 13D, as amended by Amendment No. 1, Amendment No. 2, 
Amendment No. 3 and Amendment No. 4 thereto, is hereby amended and supplemented 
by adding the following at the end thereof:

     On November 6, 2000 Northwest Airlines Corporation("Northwest") issued a 
press release stating that on November 5, 2000, the Issuer, Holdings, Northwest 
and Northwest Airlines, Inc. reached an agreement in principle regarding the 
recapitalization of the Issuer's Class A common stock, the repurchase by the 
Issuer of certain Class A common stock of the Issuer owned by Northwest and 
Holdings and certain other matters related to the Alliance Agreement between 
the Issuer and Northwest Airlines, Inc.




                                                -4-


<PAGE>

     The Press Release, the Agreement in Principle and the related Class A
Recapitalization Term Sheet are filed as Exhibits 11, 12 and 13, respectively, 
hereto.  

     Except as described above, and except as described in Amendment No. 1, 
Amendment No. 2, Amendment No. 3 and Amendment No. 4, Northwest has no
plans or proposals which relate to or would result in any of the matters
described in paragraphs (a) to (j) under Item 4 of the Schedule 13D. 


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

     The response to Item 4 above is incorporated in this Item 6 by reference.  

Item 7.  MATERIAL TO BE FILED AS EXHIBITS

     Exhibit 11.  Press Release

     Exhibit 12.  Agreement in Principle

     Exhibit 13.  Class A Recapitalization Term Sheet
           

     After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete
and correct.

Dated: November 7, 2000

                                                                         
                                    NORTHWEST AIRLINES CORPORATION


                                                                       
                                    By: /s/ Douglas M. Steenland
                                        --------------------------------------
                                        Douglas M. Steenland
                                        Executive Vice President, General
                                        Counsel and Secretary




                                                              Exhibit 11


                                                           November 6, 2000

CONTINENTAL, NORTHWEST REACH AGREEMENT IN PRINCIPLE ON STOCK REPURCHASE 
Airlines to seek delay in DoJ case to permit definitive agreement to be 
concluded

HOUSTON and MINNEAPOLIS/ST. PAUL - (Nov. 6) - Continental Airlines (NYSE:
CAL and CAL.A) and Northwest Airlines (NASDAQ:  NWAC) today announced that
the two airlines have reached an agreement in principle regarding the sale
to Continental of its common stock held by Northwest Airlines.  The two
airlines, which are defendants in an ongoing suit brought by the U.S. 
Department of Justice concerning the 1998 stock purchase, plan to jointly
petition U.S. District Court Judge Denise Page Hood for a seven day delay in
the court proceeding to allow the two airlines to conclude definitive 
agreements.  A final agreement is subject to the approval of the boards of
Northwest and Continental, the Department of Justice and certain third
parties.

The repurchase of Northwest's interest in Continental will be part of a
recapitalization of Continental, whereby each outstanding share of
Continental Class A common stock will be reclassified into 1.32 shares of
Continental Class B common stock.  In connection with the transaction,
Continental will
 repurchase from Northwest approximately 6.69 million
Continental Class A shares for $450 million in cash, and Northwest will
retain approximately 2.6 million shares of Continental Class B common stock
after the recapitalization.

The alliance agreement between Continental and Northwest will be amended and
its term extended through 2025, and in connection with that amendment,
Continental will issue to Northwest a special series of preferred stock.
That preferred stock will give Northwest the right to block certain business
combinations and similar change of control transactions involving Continental 
and a third party major air carrier during the term of the alliance 
agreement, subject to redemption by Continental of the preferred stock upon 
certain events, including upon a change of control of Northwest.  The current 
governance agreements between Northwest and Continental that contain the 
restrictions on Northwest's rights to vote its Continental Class A common 
stock will be terminated in connection with the transactions.  As part of the 
transactions, Continental has obtained a waiver of a right of first offer with 
respect to the Continental shares owned by Northwest, conditional on the 
closing of the transactions.

The parties anticipate that the transactions contemplated by their agreement
in principle will close approximately two months after the parties sign
definitive agreements, which they anticipate executing within one week of
today's announcement.  The transactions are expected to be subject to
certain conditions, including the settlement of the current litigation by
the United States against Northwest and Continental relating to Northwest's
ownership interest in Continental.

<PAGE>


"Continental has always valued Northwest as a strong alliance partner," said
Continental Chairman and Chief Executive Officer Gordon Bethune.  "Putting
this divisive issue behind us will allow both parties to focus their
energies on an alliance that benefits consumers, shareholders and our
employees for many years to come."

"Our two objectives regarding Continental have always been to build a
successful alliance and to insure the independence of Continental," said
John Dasburg, Northwest president and CEO.  "We believe we have a means to
accomplish those two goals while at the same time recouping our investment.
The issues that bring Northwest and Continental together are far stronger
and more compelling than those that divided us on this issue.  We have a
great partner in Continental and because of that our alliance is good for
consumers, good for competition and good for the industry."

Mr. Bethune and Mr. Dasburg expressed their gratitude to Judge Hood for her
efforts to resolve this litigation.

Safe Harbor

Statements in this news release which are not purely historical facts,
including statements regarding our beliefs, expectations, intentions or
strategies for the future, may be "forward-looking statements" under the
Private Securities Litigation Reform Act of 1995.  All forward-looking
statements involve a number of risks and uncertainties that could cause
actual results to differ materially from the plans, intentions and
expectations reflected in or suggested by the forward-looking statements.
Information with respect to the factors and events that could cause these
differences is contained in the Companies' Securities and Exchange
Commission filings, including the Companies' Annual Report or Form 10-K for
the year ended December 31, 1999.  We undertake no obligation to update any
forward-looking statements to reflect events or circumstances that may arise
after the date of this release.                     







                                                               Exhibit 12



                            AGREEMENT IN PRINCIPLE
                            ----------------------

     Continental  Airlines,  Inc.   ("Continental")  and  Northwest   Airlines
Corporation,  Northwest Airlines Holdings Corporation  and Northwest Airlines,
Inc.  (collectively, "Northwest")  intend to  negotiate  definitive agreements
(the "Definitive  Agreements") governing the transactions  contemplated by the
attached Class A Recapitalization Term Sheet (the "Term Sheet").

1.       Continental and Northwest (together, the "Parties") will use their
reasonable best efforts to negotiate, execute and deliver the Definitive
Agreements on or before November 13, 2000, and to take the additional actions
and obtain the consents and waivers described in the Term Sheet to be taken
or obtained on or before the execution of the Definitive Agreements.

2.       Northwest hereby irrevocably waives its pre-emptive rights contained
in the Amended and Restated Governance Agreement dated as of February 8, 2000
with respect to the issuance by Continental of Class B common stock (or
securities convertible into or exercisable or exchangeable for Class B common
stock) in a public or private offering up to a maximum amount of net proceeds
to Continental of $300,000,000.  However, if no Definitive Agreements are
entered
 into or the Definitive Agreements are terminated without consummation
of the transactions described therein, a mechanism will be established to
provide Northwest with the pre-emptive rights it would have otherwise had
with respect to such issuance, although exercisable on a deferred basis
following such termination.

3.       Continental and Northwest agree that they will support an adjournment
of the trial of Civil Action No. 98-74611 (United States of America v.
Northwest Airlines Corp. and Continental Airlines, Inc.) until November 14,
2000, pending execution and delivery by Continental and Northwest of such
Definitive Agreements.  Continental and Northwest agree that, if for any
reason, such Definitive Agreements are not executed and delivered by the
parties thereto by November 13, 2000, each of Continental and Northwest will
request to the Court that trial in Civil Action No. 98-74611 recommence on
Tuesday, November 14, 2000.

4.       Each party shall be responsible for the payment of costs and expenses
incurred by it or on its behalf in connection with the proposed transactions
described in the Term Sheet.

5.       This Agreement in Principle shall be governed by the laws of the
State of New York.

6.       The Parties agree that, except for the provisions of Sections 2, 3,
4, 5 and 6 of this Agreement in Principle (which are intended to be binding),
the provisions hereof and in the Term Sheet are not intended to be binding
and no Party shall incur any liability to any other Party or any other person
in respect of Section 1 of this Agreement in Principle or the Term Sheet,


<PAGE>

including upon the failure of the Parties to enter into the Definitive
Agreements. 

This Agreement in Principle is executed and dated as of November 5, 2000.


CONTINENTAL AIRLINES, INC.

By:____________________________

NORTHWEST AIRLINES CORPORATION

By:____________________________

NORTHWEST AIRLINES HOLDINGS CORPORATION

By:____________________________

NORTHWEST AIRLINES, INC.

By:____________________________
































                                                              Exhibit 13


                     
                                                             

                    Class A Recapitalization Term Sheet 
                    -----------------------------------

1.  Charter Amendment -The charter of Continental Airlines, Inc. (together
with its affiliates, "CO") will be amended by requisite stockholder vote to
recapitalize Class A common stock as described in Section 2 below, to
eliminate all references to Class A and Class D common stock and related
provisions, to redesignate the Class B common stock as "common stock", to
effect the Rights Plan charter provision discussed below and to eliminate all
special rights of Air Partners. Required vote for the recapitalization is
vote of Class A, voting as a separate class, and vote of Class A and Class B,
voting together as a single class.  Northwest Airlines Corporation (together
with its affiliates, "NW") will agree to vote all Class A common stock owned
by NW in favor of the recapitalization and charter amendment. The
recapitalization and charter amendment will be effective (the "Effective
Time") immediately after the closing of the Repurchase described below.

2.  Recapitalization - Each share of Class A common stock outstanding at the
Effective Time will be reclassified, by charter amendment, into 1.32 shares
of CO common stock.  

3.  Repurchase -Immediately prior to the Effective Time,
 CO will purchase
from NW and NW will sell to CO, for $450 million in cash, 6,685,279 shares of
CO Class A common stock then owned by NW (the "Repurchase").  The closing of
the  Repurchase will be conditioned on CO having received a minimum of $200
million in net proceeds from a sale of its equity securities (as to which
sale NW shall waive any applicable pre-emptive rights under the Governance
Agreement). At the Effective Time, the remaining 1,975,945 shares of CO Class
A common stock held by NW will be reclassified into 2,608,247 shares of CO
common stock.  NW will be entitled to use its existing registration rights
with respect to such CO common stock (and the existing agreement shall be
amended to specifically include NW's 2,608,247 shares of CO common stock and
to not terminate if NW's ownership is greater than 500,000 shares of CO
common stock), and CO will provide reasonable assistance to NW if NW wishes
at some future time to sell such CO common stock in a secondary public
offering.

4.  Master Alliance Agreement- 

(i)      Term.  The Master Alliance Agreement will be amended to extend its
term until the end of the year 2025, with automatic 5 year renewals
thereafter unless either party gives three years' advance notice of non-
renewal. 

(ii)     Issuance of Series B Preferred Stock.  As an inducement to
Northwest's agreeing to the recapitalization and Repurchase and in connection
with the amendment to the Master Alliance Agreement, CO will issue to NW one
share of Series B Preferred Stock (as described below) for a consideration of
$100 in cash.


<PAGE>

(iii)    Additional Termination Rights.

(a)      In the event of a NW Change of Control, each of CO and NW shall have
the right to terminate the Master Alliance Agreement on 6 months' prior
written notice, without liability or penalty to the other party.

(b)      In the event of a CO Change of Control, NW shall have the right to
terminate the Master Alliance Agreement on 6 months' prior written notice,
without liability or penalty to CO. In the event of a CO Change of Control,
and (I) NW shall have the voting rights described in Section 5(i) below and
shall vote its Series B Preferred Stock in favor of such CO Change of Control
(or vote its Series B Preferred Stock in favor of the amendment of the
Revised Rights Plan described below or the redemption of outstanding rights
thereunder to permit such CO Change of Control),  (II) the Series B Preferred
Stock has become redeemable or has been redeemed or otherwise acquired by CO
other than as a result of a final and non-appealable court order, or (III)
the Series B Preferred Stock has become redeemable or has been redeemed or
otherwise acquired by CO as a result of a final and non-appealable court
order and one or more of the events referred to in Section 5(v)(b), 5(v)(c)
or 5(v)(d) has occurred, then in any such event CO shall have the right to
terminate the Master Alliance Agreement on 6 months' prior written notice,
without liability or penalty to NW.

(c)      In the event that CO has the right to redeem the Series B Preferred
Stock pursuant to Section 5(v)(a) or 5(v)(c) below, then CO shall have the
right to terminate the Master Alliance Agreement on 6 months' prior written
notice, without liability or penalty to NW.

(d)      For purposes of this term sheet, a "Change of Control" with respect
to either NW or CO shall mean any merger, reorganization, share exchange,
consolidation, business combination, recapitalization, liquidation,
dissolution or similar transaction involving NW or CO, or any sale or
disposition of all or substantially all of NW's or CO's airline assets on a
consolidated basis, involving, or the acquisition of beneficial ownership of
25% or more of the equity securities or voting power of NW or CO by, a third-
party air carrier or carriers with annual passenger revenues in any such
carrier's most recently completed fiscal year in excess of $1 billion, or an
affiliate of any such third-party air carrier(s), or the execution of
definitive agreements in respect of any such transaction.

5.  Series B Preferred Stock -  The Series B Preferred Stock will be created
by the CO board pursuant to a certificate of designations and will have the
following rights, powers and preferences:



                                      2



<PAGE>

(i)      Vote on Change of Control Transactions-Subject to Section 5(iii)
below, the Series B Preferred Stock will have a separate class vote (A) in
any required vote of CO's stockholders with respect to any CO Change of
Control, or (B) on any dividend or distribution of all or substantially all
of CO's airline assets.  See Section 5(viii) for a vote regarding transfers
of all or substantially all of CO's airline assets to one or more of its
affiliates and Section 7 for a vote regarding certain amendments or
redemptions of rights under the Revised Rights Plan.

(ii)     Vote on Other Matters -Except as described in Sections 5(i), 5(viii)
and 7 or as otherwise required by applicable law, the Series B Preferred
Stock will not vote on any other matter, other than a change to the terms of
the Series B Preferred Stock that adversely affects the rights of the holders
of Series B Preferred Stock, whether effected by merger, charter amendment or
otherwise, with any such change to such terms requiring the affirmative
separate class vote of the Series B Preferred Stock.


(iii)    Termination of Voting Rights -If the Series B Preferred Stock becomes
redeemable, then the voting rights described in Sections 5(i), 5(viii) and 7
will automatically terminate, and the stock will have no voting rights, other
than in respect of a charter amendment adversely affecting the rights of the
holders of Series B Preferred Stock or as otherwise required by applicable
law.

(iv)     Dividends -The Series B Preferred Stock will pay no dividends.

(v)      Redemption -The Series B Preferred Stock will be redeemable at the
option of CO for an amount equal to its liquidation preference at any time
(a) if the Series B Preferred Stock is transferred or encumbered except as
contemplated by Section 5(ix), (b) after a Change of Control of NW, (c) if NW
materially breaches the Standstill Agreement (as described below), subject to
the ability to cure inadvertent breaches within a reasonable period of time,
or triggers the Revised Rights Plan (as described below),  or (d) if the
Master Alliance Agreement (as amended as described above) between CO and NW
terminates or expires, other than as a result of a breach or wrongful
termination thereof by CO.

(vi)     Liquidation Preference -The liquidation preference of the Series B
Preferred Stock will be $100.

(vii)    Authorized Number of Shares -The authorized number of shares of
Series B Preferred Stock shall be one.



                                   3



<PAGE>

(viii)   Certain Transfers of Assets -  CO will not transfer all or
substantially all of its airline assets to one or more affiliates without the
vote of the Series B Preferred Stock, voting as a separate class, unless a
"mirror image" Series B Preferred Stock is issued by such affiliate(s) to NW,
and if a new parent company is created, the Series B Preferred Stock must
exist at the holding company as well as at the subsidiaries, and the Revised
Rights Plan must exist at the holding company and at any subsidiaries that
are publicly held.

(ix)     Transfer Restrictions -  NW may not transfer or encumber (including
by granting any proxy) the Series B Preferred Stock except that NW may
transfer the Series B Preferred Stock by operation of law to the successor of
NW.

10. Standstill Agreement - At closing, CO and NW will enter into a customary
standstill agreement in the form to be attached to the definitive documents
(the "Standstill Agreement") with the same standstill restrictions and
conduct restrictions as are currently contained in the Governance Agreement,
except that (i) there shall be no restriction on nonpublic lawful
communications regarding ordinary course business activities between NW
directors, officers and employees and CO directors, officers and employees,
(ii) any CO common stock beneficially owned by NW after the Repurchase and
not sold will be voted neutrally with respect to all matters (other than a CO
Change of Control) and will be voted at the discretion of NW with respect to
a CO Change of Control, and (iii) the maximum percent of outstanding CO
shares which NW will be permitted to own under the Standstill Agreement will
be that percentage of outstanding common stock which NW owns immediately
following the Effective Time (the "Permitted Percentage"), which Permitted
Percentage will adjust downward upon any disposition of common stock by NW
and upward upon any decrease in the total number of shares of common stock
outstanding. The Standstill Agreement shall also provide that NW shall be
released from its obligation thereunder if CO publicly announces that it is
for sale.  The Governance Agreement (and related voting trust agreement) and
the Supplemental Agreement will be terminated upon the Effective Time.

11. Revised Rights Agreement -The Rights Agreement will be revised (the
"Revised Rights Plan") to take into account the effects of the
recapitalization, the Repurchase and related matters, and to eliminate NW as
an exempt person.  As part of the charter amendment, CO's charter will be
amended to provide that until the termination of the Series B Preferred Stock
voting rights as contemplated by Section 5(iii) (or the earlier redemption or
repurchase of the Series B Preferred Stock by CO), CO will maintain and
renew, as necessary, the Revised Rights Plan and, without the approval of the
Series B Preferred Stock, will not amend the Revised Rights Plan or redeem
the rights thereunder to permit any CO Change of Control.  This charter

                                       4



<PAGE>

provision may not be changed, by merger, charter amendment or otherwise,
without the affirmative separate class vote of the Series B Preferred Stock.

12. DOJ Settlement -  Effectiveness of the recapitalization, the Repurchase
and other transactions will be conditioned on settlement of the DOJ
litigation against NW and CO in a manner reasonably satisfactory to NW and
CO.

13. Waiver of 1992 Air, Inc. Right of First Offer - Prior to entering into
definitive agreements, CO will have obtained a waiver or other termination of
the rights of offer and re-offer/option with respect to Class A common stock
owned by NW contained in NW's Investment Agreement with the Bonderman related
entities, which waiver or termination will cease to be effective if  the
closing of the recapitalization and the Repurchase does not occur.  CO has
obtained the agreement in principle of 1992 Air, Inc. for such waiver in
exchange for $10 million in cash (or, at CO's election, CO common stock,
subject to mutually agreeable terms).  NW shall agree to terminate, upon the
closing of the recapitalization and the Repurchase, the limited proxy with
respect to CO equity securities owned by the Bonderman related entities
contained in such Investment Agreement.

14. ALPA - Prior to entering into definitive agreements, NW shall have
satisfied its obligations, if any, pursuant to Section G.1 of the Continental
Alliance Letter of Agreement Number 1 with ALPA for the execution of
definitive agreements and the consummation of the transactions described in
this Term Sheet.

15.          Fairness Opinion -Prior to CO's execution of definitive
agreements, CO's board and its Committee of Independent Directors will
require the receipt of a fairness opinion from a nationally recognized
investment bank in connection with their consideration of the
recapitalization and Repurchase.

16. Stockholders' Meeting -Promptly after execution of definitive agreements
relating to the recapitalization, the Repurchase and related matters, CO will
call a special stockholders' meeting and will circulate a proxy statement
containing the recommendation of its Board of Directors in favor of the
recapitalization, subject to the Board's fiduciary duties.  NW will agree to
vote its Class A common stock in favor of the recapitalization and charter
amendment at the stockholders' meeting.

17. Closing and Related Matters -The closing of the recapitalization and the
Repurchase will be conditioned on consummation of the matters described in
Sections 1, 3, 4, 5, 6, 7, 8, 9  and 12, and each of NW and CO shall use its
reasonable best efforts to consummate such matters.  Each of CO and NW shall

                                       5



<PAGE>

use their reasonable best efforts to negotiate, have approved by each party's
board of directors (and, for CO, approval of its Committee of Independent
Directors) and execute definitive agreements related to the recapitalization,
the Repurchase and the other matters contemplated by this Term Sheet, and
containing customary representations and warranties, by November 13, 2000.
The closing of the transactions contemplated by the definitive agreements
shall  be conditioned on the absence of an injunction prohibiting the
transactions contemplated thereby. In the event of litigation challenging the
Repurchase, the recapitalization, the issuance of the Series B Preferred
Stock, the amendment of the Master Alliance Agreement or the other
transactions contemplated by this Term Sheet or arising under or in
connection with the Definitive Agreements, CO will not settle any such
litigation in a manner that adversely affects NW or the Bonderman entities
without the consent of NW and the Bonderman entities, as the case may be,
which consents shall not be unreasonably withheld.  Additionally, CO will
indemnify and hold harmless NW and the Bonderman entities and their
respective directors, officers, partners, employees and agents from and
against any losses, damages or expenses arising in connection with any claim,
action or proceeding challenging the Repurchase, the recapitalization, the
issuance of the Series B Preferred Stock, the amendment of the Master
Alliance Agreement or the other transactions contemplated by this Term Sheet
or arising under or in connection with the Definitive Agreements, pursuant to
customary terms and conditions. If definitive agreements are not executed by
the parties by November 13, 2000, the parties agree to resume the DOJ
litigation on Tuesday, November 14, 2000.

18. Alliance Matters -  On or before November 13, 2000, NW and CO shall
review the Master Alliance Agreement and shall agree as to any technical
changes which may be required as a result of the transactions contemplated
hereby.
















                                       6