CONTRACTNo. 38171 CLEVELANDHOPKINS INTERNATIONAL AIRPORT AMENDMENTNO. 3 to AGREEMENTAND LEASE between Cityof Cleveland, Ohio Lessor and ContinentalAirlines, Inc. Lessee

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THIS AMENDMENT NO. 3 TO AGREEMENT AND LEASE (“Third Amendment”) is entered into this ____ day of ________, 2009 (“Effective Date”), by and between the City of Cleveland (“City”), a municipal corporation of the State of Ohio, acting by and through its Director of Port Control (“Director”), pursuant to the authority of Ordinance No. 1457-08, passed by the Council of the City on November 10, 2008 and Continental Airlines, Inc., a corporation organized and existing under the laws of the State of Delaware and authorized to do business as a foreign corporation in the State of Ohio (“Airline”), duly authorized by resolution of its Board of Directors, represented herein by an authorized officer.

WHEREAS, the City owns and operates the Airport; and

WHEREAS, the City and Airline are party to an Agreement dated January 1, 1976 (the “Original Agreement”) whereby the Airline operates at the Airport; and

WHEREAS, the City and Airline entered in to Amendment No. 1 to the Original Agreement effective January 1, 2006 to extend the term of, and amend certain provisions of, the Original Agreement (“Amendment No. 1”) and an Amendment No. 2 to the Original Agreement dated April 1, 2007 to issue rent credits to Airline (“Amendment No. 2”, together with the Original Agreement and Amendment No. 1, the “Amended Agreement”)); and

WHEREAS, the City and Airline wish to further amend the Amended Agreement as set forth herein; and

WHEREAS, all capitalized terms contained herein and not otherwise defined are used as defined in the Amended Agreement.

NOW THEREFORE, in consideration of the foregoing, the payments and the mutual promises contained herein, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, and intending to be legally bound hereby, the parties hereto represent, warrant, covenant and agree as follows:

The Exclusive Leased Premises as described in Exhibit H to Amendment No. 1 are hereby increased effective June 1, 1008 by approximately 6,302 square feet as set forth on Exhibit “A” attached hereto and by this reference incorporated herein.  Airline shall pay an annual rental to the City for this additional Exclusive Leased Premises at the per square foot rates set out in Article 7.03 of the Original Agreement.

The following documents attached hereto are hereby incorporated into and made a part of this Amendment No. 2:

1.	Ordinance No. 1457-08

2.	Exhibit “A” – Exclusive Leased Premises

All terms and provisions of the Amended Agreement not expressly modified herein shall remain in full force and effect.

IN WITNESS WHEREOF, the parties have caused this Amendment No. 3 to be executed as of the day and year first written above.

By:  /s/ Ricky D. Smith                                                                                                        By:   /s/ Holden Shannon      

       Ricky D. Smith

       Director of Port Control

Date:  April 3, 2009                                                                                                     Date:   March 31, 2009      

This instrument is hereby

approved as to legal form and

correctness  April 2, 2009

Robert J. Triozzi

Director of Law

By: /s/ Jack M. Arnold   

      Jack M. Arnold

      Assistant Director of Law