NOW THEREFORE, the Port Authority and the Lessee hereby agree as follows: 

I. Effective from and after the date hereof, the term of the letting under the Lease as to the 

portions of the Premises let to the Lessee under the Lease (excluding the Area C-3 Portion of the 

Premises), known in the Lease as "C-1" and "C-2 portions" shall be extended for the period 

commencing on April!, 2013 and ending on March 31, 2033. 

2. (a) The constant factor component of the Base Annual Rental for the Premises 

(exclusive of Area C-3 and the Area C-3 rental) appearing in Paragraph (b) of Section 5 of the 

Lease, as previously amended, is hereby further amended as follows: 

(i) For the period from and after April 1, 2013 and continuing through December 31, 

2013, the Lessee shall continue to pay to the Port Authority a constant factor component of the 

Base Annual Rental for the Premises (exclusive of Area C-3 and the Area C-3 Rental) as set forth in 

subparagraph (4) of paragraph (b) of Section 5 of the Lease as further amended by paragraph 4(a) of 

Supplement No. 21 to the Lease. 

(ii) For the period from and after January 1, 2014 and continuing through March 31, 

2015, both dates inclusive, the Lessee shall pay to the Port Authority a constant factor component of 

the Base Annual Rental for the Premises 

(iii) For the period from and after April 1, 2015 and continuing through March 31, 2016, 

both dates inclusive, the Lessee shall pay to the Port Authority a constant factor component of the 

Base Annual Rental for the Premises 

(iv) For the period from and after April 1, 2016 and continuing through March 31, 2017, 

both dates inclusive, the Lessee shall pay to the Port Authority a constant factor component of the 

I th I - . I 

A I ' I • I • . .. I • 

(v) For the period from and after April I, 2017 and continuing through March 31, 2018, 

both dates inclusive, the Lessee shall pay to the Port Authority a constant factor component of the 

Base Annual Rental for · 

2 
(b) The Airport Services Factor set forth in paragraph (b) of Section 5 of the Lease, as 

fnrther amended by paragraph 4(a) of Supplement No. 21 to the Lease, and the abatement rate 

therefore shall each be adjusted in accordance with the provisions of Schedule A of the Lease. 

(c) The Lessee understands and agrees that, while the term of the letting for the C-1 and 

C-2 portions of the Premises under the Lease as herein extended, shall expire on December 31, 

2033, the fmal Airport Services Factor for the C-1 and C-2 portions of the Premises for 2033 will 

not be determined for some months after the expiration date of the Lease and that the Lessee's 

obligations to pay any deficiency in the Base Annual Rental for the Premises (exclusive of Area C-3 

and the Area C-3 rental) for the year or the Port Authority's obligation to pay a refund in said Base 

Annual Rental for the Premises (exclusive of Area C-3 and the Area C-3 rental) resulting from the 

determination of the final Airport Services Factor for the year 2032 or the year 2033 shall survive 

such expiration of the Lease and shall remain in full force and effect until such deficiency or refund, 

if any, is paid. The Lessee hereby specifically acknowledges that neither the survival of the 

obligation with respect to any such deficiency or refund nor any other provision of the Lease, as 

herein amended, shall grant or shall be deemed to grant any rights whatsoever to the Lessee to have 

the term of the Lease extended for any period beyond the expiration date of the Lease as provided 

herein or affect in any way the Port Authority's right to terminate the Lease, or any portion of the 

Premises thereunder, as provided therein. The Lessee further understands that the Airport Services 

Factor in effect for the calendar year in which the commencement date of the applicable Base 

Annual Rental for the Premises (exclusive of Area C-3 and the Area C-3 rental) falls as determined 

in accordance with paragraph (a) of this Section 2 shall be the Airport Services Factor paid by the 

Lessee at the applicable Base Annual Rental for the Premises (exclusive of Area C-3 and the Area 

C-3 rental) commencement date. 

3. (a) As a special inducement and consideration to the Port Authority in entering into this 

Supplemental Agreement with the Lessee, the Lessee hereby agrees to make a Capital Investment, 

as hereinafter defmed, in the Premises, subject to Port Authority approval, in the amount of One 

Hundred Fifty Million Dollars and No Cents ($150,000,000.00) (the "Required Capital Investment 

Amount") at any time from and after the date of this Agreement through December 31, 2028. 

(b) As used herein, "Capital Investment" shall include, but not be limited to 

improvements in the following categories, and any additional categories, all such improvements 

and additional categories subject to the approval of the Port Authority, made in compliance with 

the Port Authority's Tenant Construction and Alteration Process Manual (the "TCAP Manual"), 

prior to the commencement of such work: 

(i) Customer Experience: general aesthetics, flooring, ceilings, lighting, 

restroom upgrades and increased restroom capacity; 

(ii) Customer Processing: security checkpoint and queuing expansion, C1 

core escalator replacement, moving walkways, and elevators upgrades; 

(iii) Structural work: arrivals level bump out. 

(c) The Capital Investment shall be exclusive of and in addition to any of the 

following amounts: (1) the cost of architectural, engineering, professional and consulting services, 

6 

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Tuesday, January 06, 2015 2:03 PM 

United Hub 

NEWS AND VIDEOS UNITED PROGRESS CONNE.CTIONS 

HOME > NEWS AND VIDEOS > COMPANY > UNITED EXTENDS NEWARK AGREEMENT, COMMITS .• 

United extends Newark agreement, 

commits $150M to its hub 

E United Hub team IIIII. PostedApr08,2013at4·.ooPM 

r:P Comments 

Together with the Port Authority of New York & New Jersey, we've signed a 20~year lease 

extension at Newark Uberty International Airport and are making further investments in this 

import~nt ~ub and premier global gateway. 

We'll continue our exclusive use of Terminal C (along with United Express) and will 

continue to Operate flights at Terminals A and B. In addition, we'll invest $150 million in 

ongoing improvements throughout the term of the lease. While Terminal Cis already one of 

the naf1on's most inodern 'International terminals, we'll further develop our concourse areas 

and improve baggage handling. 

We're the New York area's largest airline, with more flights and more seats from the region 

to more destinationS around the world than any other airline. We also offer our New Yorkarea customers more flat-bed seats in premium cabins and more extra-legroom economy 

seats than any other airline. 

"Our partnership with the Port Authority and the investments United will make will ensure 

Uberty's place as the region's leading domestic and international airport for decades to 

come," said Jeff Smisek, our chairman, president.and chief executiVe officer. 

From Newark Liberty, we offer more than 400 flights daily to more than 150 destinations in 

North and South America, Europe, the Middle East and Asia. Its location and rail Jinks 

make Newark Liberty the most convenient major airport for travelers originating in north 

and central New Jersey, parts of New York City and southern New York State. With IT)Ore 

than 13,000 Newark-based employees, we connect the region to more of the world than 

any other ciirline. 

"United Airlines is a critical partner to New Jersey and the Port Authority," said N.J. Gov. 

Chris Christie. "This long-term commitment that United is showing to Newark will help us 

create jobs and continue our economic comeback." 

Our Newark hub investments 

Since 1981, we and our predecessor carriers with Newark hubs- Continental and People 

Express- have built on a commitment nearly three decades old to expand and modernize 

Newark Liberty and establish a hub operation that would attract passenger revenue and 

economic growth to the region. That commitment was the first of any major airline at the 

New York-area airports. · 

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In 1985, People Express joined with the Port Authority to complete the construction of 

Terminal C, a project that Continental acquired following its 1987 merger with People 

Express. 

In 2001, Continental's Global Gateway initiative, a $3.8 billion pub!lc-private partnership, 

brought new AlrTrain rail connections -the New York area's only on-airport rail connection 

with direct access to New York's Penn Station and the northeast corridor- along wiTh new 

roadways, parking garages, expanded electronic ticketing facilities, new terminal designs to 

facilitate more efficient security screening and an automated baggage handling system. 

In JanuaJY 2013 we broke ground on a new wide-body maintenance hangar at Uberty, a 

$35 million investment that economic development officials say will create 200 jobs and 

generate $12 million in wages and $52 million irreconomic activity before its completion, 

scheduled for year-end. 

We continue to work in conjunction with the Transportation Security Administration on a 

$100 million "in-line" baggage-screening system that, upon completion by year-end, will 

speed the movement of checked bags betveen the check-in counter and our aircraft. We're 

also designing a new $65 million catering facility at Liberty. 

''Thanks to the Port Authority's strong partnership with United, Newark Liberty has become 

not only a world-class airport but also an important driver of economic growth, jobs and 

development for the entire region," said Port Authority Chairman David Samson, "The 

continued investment iil Newark Uberty's facilities will ensure that the airport, and Terminal 

C specifically, remains a modem, premier gateway for travelers." 

United's airport facility improvements 

With our airport partners, we're investing more than $1 billion in improvements to our 

airport facilities worldwide. In addition to the wide-body maintenance hangar under 

construction at Liberty, we broke ground in October 2012 on a $45 million wide-body 

maintenance facility at Washington Dulles International Airport, one of our major hubs and 

a gateway to Europe and the Middle East. 

Approximately one-third of United and United Express flights operate to and from Houston 

Bush and Chicago O'Hare. At Terminal Bat George Bush Intercontinental Airport (IAH) in 

Houston, where later this month we'll open the first phase of an extensive terminal 

renovation project, we're redesigning the seat layout in the gate areas, offering electric 

power at nearly t\No-thirds of the seats and adding space for carry-on baggage. We're also 

retrofitting our gate areas in Terminal 2 at Chicago.O'Hare International Airport {ORO) later 

in 2013. 

"The City of Newark is enjoying an incredible revitalization, and the support of our partners 

at United is critical to the growth of our great city," said Newark Mayor Cory Booker. "We 

have ambitious plans, as Newark is a model of urban development and renewal, and the 

commitment of United and its employees is an integral part of bringing that development to 

fruition." 

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• ANA-'170S1D21192A 

' ' 

Proceeding" and said Bankruptcy Court being hereinafter referred 

to as the "Bankruptcy Court"}; 

WHEREAS, the Lessee and the Port,Authority intend to 

execute, prior to or simultaneously with the execution of this 

Supplemental Agreement, a separate agreement whereby the Lessee 

surrenders to the Port Authority that certain agreement of lease 

between the Lessee and the Port Authority bearing Port Authority 

lease number AN-541 (hereinafter referred to as "lease AN-541") 

and all of the premises thereunder and all of the Lessee's right, 

title and interest thereto (said surrender agreement being 

heceinafter referred to as the "lease AN-541 Surrendec 

Agceement"}; 

NOW, THEREFORE, the Port Authority and the Lessee, for 

and in consideration of the covenants and mutual agreements 

hereinafter contained, heceby agcee to amend the Lease, effective 

as of April 1, 1992 (except as otherwise provided hecein}, as 

follows: 

1. (a} ·Subject to the terms, pcovisions, and 

conditions set forth in paragcaph (b) below, effective as of the 

"lease AN-541 Surcender Date" (as hereinaftec defined}, pacagcaph 

2 of Supplement No. 8 of the Lease is hereby amended to cead as 

follows: 

"2. The teem of the letting of Acea C-3 heceundec 

shall commence on June 2, 1989 and, unless sooner 

terminated, shall expire on December 31, 1992." 

(b) It is hereby understood and agreed that as 

used hecein the term "lease AN-541 Surrender Date" shall mean tf:e 

date set focth in the lease AN-541 Surcender Agreement as the 

effective date (which shall be Harch 31, 1992) thereof, pcovided 

that the Lease AN-541 Surrender Agreement is fully executed and 

delivered by the parties hereto, after an appropciate ordec of 

the Bankruptcy Court approving the same, if required, no later 

than Harch 31, 1992 and provided the Lessee, in accordance w1th 

and pursuant to the lease AN-541 Surrender Agreement, delivers 

actual, physical possession of the premises under said lease .'-J.;-

541 to the Port Authority no later than March 31, 1992. 

Notwithstanding any term or provision to the contrary herein, 

is further specifically understood and agreed that the full 

execution and delivery of the lease AN-541 Surrender Agreement rco 

later than March 31, 1992 with March 31, 1992 as the effect1ve 

date thereof including said delivery of actual, physical 

- 2 -
·.' ! ' 

ANA.-1 7 0 5102119 2A 

possession of said premises to the Port Authority no later than 

March 31, 1992 shall be and constitute a condition precedent to 

the effectiveness of the extension of the letting of Area C-3 as 

set forth in subparagraph (a) of this Para~raph and that the 

term of the letting of Area C-3 under the Lease shall expire on 

May 31, 1992 as set forth in the Lease in any event if there is 

no such execution and delivery of the lease AN-541 Surrender 

Agreement no later than March 31, 1992 including said delivery of 

actual, physical possession of said premises to the Port 

Authority no later than March 31, 1992. The foregoing provisions 

shall not and shall not be deemed to constitute any extension or 

agreement to extend any time period(s) for the Lessee's 

assumption of lease AN-541 under the Bankruptcy Code or to 

constitute any waiver of any right or claim of the Port 

Authority. 

2. Effective as of June 1, 1992 (if the term of the 

letting of Area C-3 is extended under and pursuant to Paragraph 1 

hereof I : 

(a) Subparagraph (a) of Paragraph 3 of Supplement No. 

8 to the Lease, as previously amended, shall be deemed further 

amended to read as follows: 

• (a) Area C-3 Annual Rental - The Lessee agrees to 

pay to the Port Authority the following annual rental 

for the Area C-3 portion of the premises (hereinafter 

referred to as the 'Area C-3 Annual Rental'): 

Iii For the portion of the term of the 

letting of Area C-3 commencing on June 2, 1989 to 

and including May 31, 1992, an Area C-3 Annual 

Rental for Area C-3 at the annual rate of· 

subject to adjustment as provided in subparagraph 

(b) hereof. The aforesaid Area C-3 Annual Rental 

- 3 -
The Lessee shall pay the said 

aovarrc:e, on the first day of the 

lease AN-541 Surrender Date and 

thereafter on the first day of each and every succeeding month up 

to and including the first day of December, 1998. 

4. (a) Effective as of the "C-3 Long-term Extension 

Effective Date" (as hereinafter defined), paragraph 2 of 

Supplement No. 8 of the Lease, as herein previously amended, 1s 

hereby further amended to read as follows: 

"2. The term of the letting of Area C-3 hereunder 

shall commence on June 2, 1989 and, unless 

sooner terminated, shall expire on December 

31, 1998." 

(b) As used herein the cerm "C-3 Long-term 

- 6 -
ANA-l70Si'02ll92A 

Extension Effective Date" shall mean the date of the entry of an 

order by the Bankruptcy Court confirming the Lessee's Chapter 11 

reorganization plan in the Chapter 11 Proceeding including the 

approving and/or directing of the assumption by the Lessee (or by 

a trustee on behalf of the Lessee if a trustee has been appointed 

in the Chapter 11 Proceeding) of the Lease, as amended including 

this Supplemental Agreement No. 10, pursuant to, under and in 

accordance with the United States Bankruptcy Reform Act of 1978, 

as amended, (the 'Bankruptcy Code'), as Debtor and Debtor in 

Possession in the Chapter 11 Proceeding. Notwithstanding any 

term or provision to the contrary herein, it is specifically 

understood and agreed that the entry of the aforesaid order shall 

be and constitute a condition precedent to the effectiveness of 

the extension of the letting of Area C-3 as set forth in 

subparagraph (a) of this Paragraph 3, that the term of the 

letting of Area C-3 under the Lease shall expire on May 31, 1992 

as set forth in the Lease if the short-term extension called for 

under Paragraph 1 hereof has not taken effect as therein 

provided, or, if such short-term extension has so taken effect 

then the term of the letting of Area C-3 under the Lease shall 

expire in any event on December 31, 1992 if there is no such 

order of the Bankruptcy Court approving the Lessee's 

reorganization plan including the Lessee's assumption of the 

Lease entered prior to said expiration date. The foregoing 

provisions shall not and shall not be deemed to constitute any 

extension or agreement to extend any time period(s) for the 

Lessee's assumption of the Lease under the Bankruptcy Code or to 

constitute any waiver of any right or claim of the Port 

Authority. 

5. Effective as of the C-3 Long-Term Extension Effective 

Date: Area C-3 Construction by the Lessee 

(a) The Lessee agrees, at its sole cost and expense, 

to perform all work necessary to design and construct the expansion 

- 7 -
of Area C-3 which shall consist of at least the following: .. 

appropriate, necessary and required work for the full-dept~ ;:.ou:,-,g 

of all unpaved portions of the aircraft maneuvering areas a: .'.::-ea 

C-3, and for the design and construction and such other aicl:~e 

terminal facility capital improvements to Area C-3 necessar/ oc 

appropriate for the said expansion of Area• C-3, provided the same 

are usable by any Scheduled Aircraft Operator for the purposes set 

forth in Section 8 of the Lease; all in accordance with a 

Construction Application or Construction Applications and plans and 

specifications to be submitted by the Lessee for approval by the 

Port Authority, which design and construction work is here1nafcer 

referred to as the 'Area C-3 Expansion Work.' 

All of the Area C-3 Expansion Work shall be 

constructed by the Lessee on the premises (specifically, the .~.rea 

C-3 portion of the premises) and off the premises where necessar1 

and where constru.cted on the premises shall be and become a part of -

the premises under the Lease. 

(b) Prior to the commencement of the Area C-3 

Expansion Work, the Lessee shall submit to the Port Authority fc::-

the Port Authority's approval complete plans and specifications 

(including a conceptual plan) therefor. The Port Authority may 

refuse to grant approval with respect to the Area C-3 Expansion 

Work if, in its opinion, any of the proposed Area C-3 Expansion 

Work as set forth in said plans and specifications (all of wh1ch 

shall be in such detail as may reasonably permit the Port Aut'cor::·i 

to make a determination as to whether the requirements here1naE:e::-. 

referred to are met) shall: 

(il Be unsafe, unsound, hazardous or impropec ::c 

the use and occupancy for which it is designed, o::-

(iii Not comply with the Port Authority's 

requirements for harmony of external architectuce ~­

similar existing or future improvements at the 

Airport, or 

(iii) Not comply with the Port Authority's 

requirements with respect to external and interioc 

building materials and finishes of similar exist'.~.:: 

or future improvements at the Airport, or 

(iv) Not provide for sufficient clearances E~, 

taxiways, runways and apron areas, or 

(v) Be designed for use for purposes other c~~~ 

those authorized under the Lease, or 

~ 8 -

·- -.~--

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CQNTIHIITAL A!ILlNii, ~NC, 

l:)ebtozo, 

) 

I 

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I 

) 

YOUNe "-~•iAWAY,. 3026566546 :# 2 

Cue No. so ua 

IT:P~T%0111' 

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llTMIIN OOI'l'Z!C'Dl'.U. AZIL%DI. ZWC' I Nm THI l!Oitt 

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UDXPIUZJ 

YOU »>J) tmf JUIIY ·POl ftl All-nON or LWII .AD IUCm'lOAY C01ITIACTI 

Cont:tnental AJ..z:olinea, :tu., tbe t!ebtol:' ~n the above 

oapticnad galla ( 11 CAt.• I and The Ilctt Authori t:y of lew Yozolc and New 

.:tat"eay (the KPozot Authcl:'l.ty~), hutl:ly ttipuhte anc! agrea u 

!OllOWII 

1. The Pozot Authc~ity and ~ have enter.d 1neo ~hoae 

1.1naxpind nal p~:oputy leu11 anct e~eegut:o~:Y c:~ontnc:~u cteearil)ed on 

. {EXhi.bi 1: A hue to (the •r..autt• l) 'I'hoee t.t~~ .. al wnich a~:a put thdr 

z:oeapeotive p~ima~ ta:me have bean continued on a month to month 

l:luh and., tht:tfon, ue we~irtd 1 ..... within the munl.ng of 

liiB of the lan~tey Code. 

2. Tho !:.••••• ooneei.tute an intagral part el CAL' • 

Newark lnte~national and ~&Guardia AL~c~t• operatione, and 

ther~fore, muet ~• aeeumod if.~ 1* tc continue tho•• oper~~ions 

fo11owini congizomatien of i~• plan cf raor;aniaaeiQn. 
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f 3. 'l'he Pott Au;boi'Lty an.cl CAL ''"" that upon approval 

of tnil ,tipulation by thi ecurt, ~ aa.um•• tbe L••••• pur1uant 

to 1365 (&) of the united Stltll IIAlU:'U(Itc:y COdA, ~· 

4. The Poli't:. Authority and CAL arree thlll tha only 

o~t:ltandinr monetary dehul.u unlier the L••••• eond•t o~ tha 

~ail~re by CAL to pay $l,St41e1a ot ~ent or other payments 

~ue un~tl' the L••••• alto~ application of any cteditl to whiob. CAL 

i• entitle~ (the ·P~tpotition Curs AMOUntM), Thl PQ~t Autho~ity 

and OAL &ir•• that such. del!aulta 1111.)1 be 0\IHd by ~ U l.'tq\.lbod by 

131iS (b) (l.) tA) ot thl t.Jnite.S tenu awwpt~)l CQ.St I IM eht Port 

Authority may be aompenaated for any pec:uniary lOll ea~eed by euch 

4etaulta •• requited by 1315(bl (1) (ll of the Unite4 Stat•• 

Banlcxupecy Code, by the payment ot auch amount with inter .. t at th.a 

rae• 6f 8 1/2% ptr annum in 3t lq\lal monthly installmenc• ot 

$1U,dJ0,7:l ea=h, c(lllllllllnailli em Juu 1, un and continuing on the 

fi~•t day of .aoh month thtreafter until May l, lt,6. The Port 

Autho~ity and CAL agree that ~ hae no olaim tc avoid o~ riOQVer 

as a prefe~enoa or otherwise any payment• ~revioualy made to the 

Port Authority and any 1uoh avoidance clai~ ia hereby waived and 

. I 

s. 

that C::AJ:.a' 11 fUUI\I.IIIpti~;~n ot the t.••••• an4 ttl •i~lllftent to J?•rfQ;nn 

the t.•ue111 in accol:'c!ancua with their reepeotive t:uu (&Xcept: u 

expreeely mcdified by this etipulation with respect to the payment 
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3026555545~435 5953 :# 6 

YOUNG l .. AWAY,. 3026586546 ;# 4 

of n10neta;y pn-petitiOI'I dtCalllt:.al ah&11 ecnnituu Uequau 

uauun91 of future performance ql! the Lealtt u required by 

nn (b) (2.) (C) of tilt Untt•ci state• aall.k:upt.cy COde. 

& • '1'1\e obl.i;uion of CAL to F•Y the pr•·P•tit:ion Cl.lt:l 

Amount and to p~omptly pay and pet:tom &11 obligation• undar the 

t.eaaea aha11 ,.,, aec:un4 l:ly a eeoul'U.y int.e:ut: in t.ht it11111 of 

personal property, owned by CAL cieaoribo~.on E~bit a hareto, anci 

in turtharanoa thereo!, ~hereby f4&nta to the Port Authority a 

fir1t priority lien .n4 1eourity intlrllt in all o! CAL'• ri;nt, 

titla and intereat in euoh pereonal property 4tacr1be4 on Exhibit 

1 har9to or in any ptracnal proptrty of CAL looatacS at t.a~ardia 

· · · · anci Newark rnternattonal , A1qol'tl which replac:u or h ~n · 

tub•thutioll. for .any euch pu•onal. propnty (the "Collateral•) 1 ancl 

thil ttipulat.i.on •hall. Cl':lrutUt:ut:e a lec:u:dty agrtell\ant under 

Artioh ' of tM tinifom Comt'lluc~al CQ4e with nupec:t: thereto. 

Upon the ht!ar of the P&)'l'lltnt ~n. f\lll. etf the amoWltl rel!a:rucl to in 

para;~•Ph 4 h•~•of or May )l, tttl, an4 p~ovide~ that there then 

exiete no event etC default o~ event whic:h with tnt pa•••~ of ti~ 

or 9ivin9 of notice may beeome ~ defa1o1lt under the ~•••••• the Por.t 

A.ut.hority wh&U relea1e all seoul'ity intut~t• granteci htl'.'t\lnl!er. 

1. lllueh Uena and. secul'ity interests llhall ]:)e deemed 

tully effective upon a~reval by the Cqurt of th11 Stipulation. 

the Port .luthor:!.ty ahall. not. b• required ;o Ule or record 
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102~566546~415 as~o ;; s 

YOUNG C.AWAY,. 3026586548\11 5 

!inancinf et•~•~•ntl, morcg&i••• not~OII of l~tn o~ aimila~ 

1n.ah'UIII&nt• in any ~ui'bdil:itLon or take any aotion 11'1 Qr4t:r co 

vaUdate and ptdect ehe ••eu:.tty interuta anel lUne gral'lt:tci 

pu:rauant to thia llbip\ll&Uon. Tho Port Authority may in iea 

<!iteration &1\Cl at; £t1 e•p•n~~• Ult UC:C·l. financing statement.l 

eevuing the collateral and CAt! ehall promptly exec1.1t1 1uen · 

financini atatemtnta an4 any other appropriate 4ocumenta or 

ag:r .. mtnta at: thb time and. frO'lll tim. to tim. to perteat anel 

continue tha perftc~ton of the llourity intereat if rl~llttd oy 

the Port Authodty, p~videcS, however, that in auch tVtM. tha Port 

Authority ehall alao promptl.y an~ ~~ ite exp•n•• Cile appropriate 

termination atatamente to racotd the tetmination of cha l~ana in· 

accord4nce with pa~a;raph f hereof, 

1, 'l'ha Port Autho:rit:y agrau that CAL· may eall any 

cc11a:era1 free an~ ole~ o: itl eaeurity intereet p:ovi4ed that 

cAl. nplaoee aueh eo1latne.l. with Hlce equ11=1mene of tquf.l value, in 

whteh th• Port Al.lthcolrit:y :La IJl:'&nted a ueurtty inta:: .. t. OA1. ahall 

'i'Y'• the Pert . Al.lthority wl:'itttZl noUot of the p;;-opo~tad nla az~d the ' 

propoaad replacement at laaat twenty (20) busineaa daye prior to 

t.he aalt. 

1. c.u. repn11u1nu ancl wu the owner of the iteN o' 

penonal pr<:>p4u>t:y d.uo:ribed on &xbi:bit lll. 'l't:~ th111 cut of CAt!' 1 

kocwled9e, no material liena p~•••ntlY axiae against tbe 
SENT BY:R L & F Mailroom ~B6 ; 5- ~-93 :12:10PM 

RCV BY!R L & F Mailroom #66 i 5· 5-83 i 1i17PM : 

30?656~;46~43~ ~9~3 ;~10 

YOUNG ~ ~,IAWAY'" 3026566548 i# 6 

•, 

Collatual, CAl. hal noc. 4'.4r~ni thl pencl.enc=y o~ i t1 C:n&pt:er ll cue 

vrantecS. anv lhn• atainlt tha C:o1httnl which h~vo not bten 

r•1••••d nor will CAL , •• k ~n it1 ehapc.tr ~l 0111 ~o grant lien• on 

tnt eollat•~•1 no~ will aae~ a:te~ confirmation to grant li•n• on 

the cclla~ual, 

10. The tort AuthOfity thal1 be entitled to tho ~iihtl 

and rome~ieo of a ••o~:.d party under rart 5 of Article t o: the 

Oni:ortll commucial cede, at onaou4 ~y th• &U.h oe New York or t:ne 

atat• of New Jltl~y, •• applicable, without further ordtr of thl 

Qc:.u.rt. Tlw autQIII&dc 1tay prcr~ilicnl of Section 3U of the 

1ank:n1pt;y C\'i!4a are heral:ly VIQite(! anci 11\Qd:Lf:l.tci to t:M eJttent 

n•ceaaary to permit thl Jort AuthoZ'ity to exerc:l.lt all ti;ht1 ilnli· 

remedi•t p&-ovided fox- herl:l.n with rupe;t to tha Collateral. 

11. ~e Porc·Authorit:y r•••~es all riihta ic may b~ve 

1.1~r Section US (c) (l.) c! the bnltruptoy Code w~th Z'UP4CI~ to the 

Lallee. ~18 iUpulAI:.ion 1hdl Mt be in Ueu of any riqnu of the 

ro:-t Authodty un4ezo the Banlmlptcy Code, exc•pt u expnuly 

provide4 !or het'ein. 

12. Tbo Slort A\l~hor:l.ty an4 CAl. agrtt that 

notwith•tandin; the p:oviaicn fo~ p~yment of the Pre·petieion cure 

Amount t:be:r:e may be . otheZ' pte-petition nan monteuy clefaultll 

including 4efaultl arieing out oe the phyaioal condition of the 

pnmiee• under the x.eaae& (the •Premises•) 1nelu4in<J, but not 
SENT BY:R L & F Mailroom #B8 5- 6-93 ;12:11PM; 3026586_548"'4-~5 696_3 . :#11 

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• 

lilllitecl to, :reecont:.ion ancl/or environmental clail!ll, and claim• ~or 

eomphc.icm of work una:r ali;u-aUon application• ra!und to in t:ht 

Proofa of Claim previoualy Ubc:l. ~ Port Authodty in tl\ia 

Jll'Oceedin; and poll:•ptt:.iUon clofaYlcs of whaetver ncture that may 

h&Ye occurred ancl art continuing and, additionally, ~·• 

bankruptcy ancl itt affirmance of the ~••••• ahall in no way effect 

o:r moclUy ita obUiat:Lon to o~ratt, :repair aftd maintain tha 

premia•• durin; tnt ttrm of the ~···· and to return the p:remitta 

to the Port Authority i~ the condition require4 ~ t~• leaaea upon 

tht expi~acion of the term. ly pezmittint aaaumption of the ~••••• 

w:l.thol.lt rali'1idng the cure of auch ddt.\llte, i! any, under t.ht 

~ •• .,, tile 90tt Au.thority doet nol: waive any dda~l.t:a, if anyaxite, &1\4 eAt.• 1 a;reemtnt eo pe.rj!orm the r..auea in accordMQO with 

their re•p•etive ten.a oonadt:utee ~t1 &f:o•ement to cure tueh 

defaulta upon notiae thtrao~. ~·• ~liiatione under itt Ltate• 

al\all in no mant~.n be lil'llited, tXQ\lltd or wdve4 by the Port 

~tho~ity'• failure eo require ~·· to fully pc~form itl 

o~11iationl •• a condition to affirmance. mxcepe •• apog~fioally 

provided. in tnil p&r&frapb, how.vu, the~ . Pert Authority 

ae!cnowltd.i•• and a;reee that tnt payment• daaol'ibed in p&l'lf¥'apl\ 4 

hereoe will fully aatia!y CAL'I monetary default• under the Leaatl 

~or all periodl prior to Pactmber J, 1tto and the pgzot Authority 

hereby a;reaa th&t CAL ehall have no further liability under the 

& 

' 
SENT BY;R L & F Mailroom #B6 ; ~- ~-93 ;12;11PM 3025565546~435 69~3 ;#12 

· RCV·BYi.R L & F Mailroom #66' 5- 5-SS i 1:18PM; YOUNQ C _,1\'AY"' i0265SB54Si# 6 

t.••••• te~r monetary ddau•u at:h·ibuu~h t:o euch. ptzoiod. Monaury 

ddau.lta •• uaed huein thall mean the vuieua :ental utility 

ghar~••• fl~;ht f••• and oth•~ t111 paya~l• QZ' ~~~rued under the 

1••••• !Cizo all periode prier 1:1:1 ~aember 3, 1JJO, 

12. The calculation ot ehe Prepetition cure Amount 

includea ~radit:a in favor of CAL of ,2,075,331, whioh amount ia net 

of damage. caueacl by CJU..' 1 rej~~:otion of oert&.l.n unaJCpind leues 

1nd exeoutory oont:rao one o1! the lea111 n~ectld. 1w CAl. 

L•••• AlfA•Ot covarin; po:eione of the North Terminal loctate4 at 

Newark Ai~port, Although CAL doee not believe that CAL haa any 

:reatontion obligation• with rnpaot to the North Terminal, if auah 

raatgration obliiatiorn~~ are clat:nmina4 1:1:1 exiat, an4 U auo~ 

obl.l.;ationl oo\114 have tletn uaed eo rac!uc:e the &t~~C~Unt of the ert4it 

with \llhich CAL reol1vt4 in the 4etetlll:lnat:.ion of the Prepetition 

0\lzoe ~unt, the amount oC IU!ilh reduod= ehall ))tl •~ed to the 

Pnp•tition Cure Amo\11\~ ttllldni.nsr ~icl Mel the :neultin; aWII 

t.ogetner with inttrll~ at the rate of 8 l./a pe:rcane per annum ehall 

bt amort:iz•d by CAL in equal montb1y paymenca over the remainint 

term of paymtnte oC the ;J<epetition Cure Amo\mt. .Nothing oontai.ntd 

in thi.e lti.p~o~lation thall aon•t:l.tuta an a;reement by W.. that: it i8 

liable for a.ny r.,tonUon o1aims with napect to the North 

terminal or that, if auch liability it ultimately determtnt4 te 

ax1tt 1 thl Po~t Auther~ty ia entitled to aat of: all or any part of 
5ENT 6Y;R L & F Mall room li6G ; 5- ~-~J__j_1_2_;JJ!'M __ _; ~02~56~54G"'4~5 ~8~~ ;#13 

- RCV BYJR L & F hi I room #66 i5- 5-ia ; 1:16PM ; YOUNG C, AWAY"' 3026586546:# e 

any enc!iU prcvid.tcl to c.u. lf&~n•t IIJOh Halii4.Hty or th&ll 11: 

oons:it.~tt waiver o! any diht or claim that th.1 Pert Autnoriey may 

hava to a ltt•off or paYMtnt. 

1.4, 1'hAt tffae~t::l.veMII of th:l.1 8tipul.ation shall be 

axprataly oonc!itionec! Oft the approval by the o~rt. If !or any 

reason thit Stipulation ia not approved by tha Court, the partiet 

lltrtto 1h1U have al.l. o! their r .. pectiv• hgal :rivhta avdl~l• to 

them and. thl.a Stipulation thal.l !:Ia without P~l~udiot to all auch 

othn rithta. 

!N WITNIII WHIRIOP, ~be parties have Cl&l.lltd thia 

lilt.ipulat:icn to ba d.uly axacuted II o! l:ht date fi!rlt above written • 

CON'l'Itmn'Atl AIRZ.INIS, INC. 

ay,.l... .. 4..kn. ttll,..,."";""" _____ _ 

SAM E. ASHMOAE 

SR, VICE PAESICENT _ 

CIVIC & AIAPOFIT AFFAIAS 

I' 

MIL't'ON H, PACH'rU., l!lSQ. 

lyr~ t C 

$~'11, aHO *)" 'J~w•~;.. ~ Helman (U'72) 'I'HI POl'1' ~IJ'l'HOJI.IT't or 

N!W YORK Mtl NIW WIUIY 

O!le wor14 'l'rada canter ( UHI) Saw Yo~k, New York 1004$ 

(212) UI•UIO 

Attornr, fer 'rbt ~ert A\lthodty 

o~ Htw York ant Ktw ~•r••Y 

• 

....... 
____ §_ENT BY:R L & LM~ilroom #68 5:- ~:-93_ iJ2i13PM i 

RCV· BY:R I. II F Mailroom ilee 5- 5-93 ; H1SPM ; 

3026586548~435 8963 i#14 

YOUNa c'C .VIAY.. aomams :m 

cuvn•n''' •ert•m•nt• •e•u"td; 

U•watlt lnt•l 

La(Jyarfl• 

eXHIBIT A 
~--·-,_-c 

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RCV ~y:R L & F #65 qa- 4-BS ; 3:26PM ; YOUNG cow···y .. RJCHARD~ LAYTON & FJ:# 2 

In rei 

IN THi ~ITEP STATES BAHkRUP~CY COURT FO~ TH! PIS~eT OP DELAWARE 

CON'l'INENTAL AI!U.INl:S, lNC. , 

.It .U·, 

) 

) 

} 

~ 

caae Noa. 90-932 

th:rouqh SI0-984 

) 

oanu l'DJtiV:l\11'1 TO U v.a.c. I US U:PR0\':1:1111 

.-av.~~ttOII a• CBRt&IW !ZIOUTo•Y CO~~~ 

aBD OWII1'XIID LBaall UIOX !II Kri'ICI:t,_ Dlll' 

01' 111:1 JLU OJ RIOJtalltl&ttar UD AI'1'101'IH ~Jk'Atl IT.IpLATlOIJ Jlll LJIIQIQ 

Thi1 eo~rt havinq conaidared Dabtcr•' Motion fer 

An ordar Purauant to 11 o.s.c. 5 36! Authoriain; A*aumption 

or. certain Executory Contracts and UMXJ~ired LUcas Upon The 

E!tactiv~ Data ot tha ~lan of Reorqanization and Approvinq 

Certa.in Stipul.ations with Lessors (the ''Motien''l, hereby 

finda at follows: 

1. on oaeamba:r J, 1!190 (ehe "Petition Date") 1 

Continental Airlines, Inc. and certain of ita arrtliates 

saoh fils~ voluntary petition$ tQr r~l1Gf under Ch~pter 11 

of the t1nitecl. State& Banlc:ruptcy Cogs (the "Coge")• 

~heraafter, Deptors continued in t~e ~an~g~ent of thei~ 

respective ~ueinassas and propert181 as debtore•!npossees!dn pursuant to sections 1101 and 1108 of the Code. 

a. On April 16, 1993 (the •cont~tion Date•), 

this court entered its Findings of Fact, Conclusions of Law 

and order eonfirminq tha Debtor•' Ravis84 Second Amended 
,-----1--

LR M #B6 ·10- 4-33 · 5:06PM ·RICHARDS L~YTON&FING~ 212 435 6363;# 3/ 6 SENT BY:R,L,&F ~I oo •• '"~ •-•· ', ~·~o~M ', 'uuN~ ~1'"~T~~"'"~n~~ ~..~"""a r•>~• • - t"';l..oV IJ·T·I't L. & r iJtl~ w 

Joint Plan of Reorganization, as Modified, Under Chapter 11 

of the United States Bankruptcy Code and Granting Related 

Reliet (the "conth·JD&tion Order•) a.nd. the ettec:t!ve cilate of 

Debtors' Reviled second ~ended Joint Plan of Reoriani• 

ution, •• Modified (the "l'lan~) vaa(~d~z7:J:rn-~ 

l. The Plan provides as follows with respect to 

executory contracts and unexpired leasea: 

7.2. Rejection of Certain Jxecutory contracts and Upe~pirpp Le•&!l 

(11) All exscutory contracts or unexpired le.aa .. s of the Debtors other than Assumed Agreements, unless the subject of a mot!on to aes~e either approved Py the Jank~ptoy court prior to, or pending on, tbe confirmation Date, ehall be ~ejected in accordance with section 365 of the &ankr~tey Coda. 

'· On April 14 1 1993, the Debtors filed the 

Motion (Dockst ~o. 6951) whe~eb1 Debtors sought Court 

approval for tha assumption of various executory contracts 

and unexpired leases and·approval of certain stipulations 

entere4 into between the Debtors and certain la11or• (the 

"Stipulations")· 

5, Purauant to the Confirmation order, the 

Debtors were authorized to assume all executory contracts 

ahd une~ired laaea• that wa~e the subject of a ~otion to 

a••~• pen~in; on the confirmation Data. ~ Confirmation 

order, p. 38 ! G. 

6, Tha Oabton have filed the following 

documents in order to make certain additions and correct1ona 

to the eXhibits to tha Motion: 

:'. 
SENT BY:R,L,&F MAILROOM #B6 - NOV UI•K L ~riP~ 

;JO-

-;I u- 4

~-n 

-93 ; 

; 

5:06PM 

~; ~~1"~1 ;RICHARDS,LAYTON&f!NG~ . 212 435 6963;# 4/ 6 ; TVUN~ IOVI~~~~T"'K!oHI\KU~ LAY I UN & r l ,;; 4 •' 

(i) Addition to Exhibit 8 to Motion ~urauant to 11 o. s_.e. s J6S A~:~thoddn; 

AlaQmption of certain Executory Co~t~aote .and Unexpired Laaaea Upon the ~ftective Date of the Plan of Reorgan- iz-ation ancl A_pproving certain Stip- ulation• With Leleo~e (Docket No. $962, ·4atad April 15, l993)i 

Motion 

(iii saeona Addition to !Xhi~it B to ~rtuant to 11 u.s.c. S 35! AUthorizint Aaaumption of certain Ex•cutory ¢ontracta ana Unexpir•d L••••• upon the !fteetive Date of the Plan of kaorganization and Approving certain stipulations ·with Leaaora (Doakat No. 6998, dated Ap~il 1~, 1~93); 

(iii) correction to Moti~;~n Pura~:~ant to 11 v.s.c. S 365 Authorizing Aaeuaptio~ of Oe~t-in Jxegutory ¢ont~acta and unex• pired Lea••• Upon the Effective oat~ of the Plan of Reorqanization and App~ovi~q 

certain Stipulation• With Leetors (Docket No. 7&85, dated Aug~st 9, 191))/ 

(iv) Additional corractiona to Motion P\U'IU&ht to 11 U.S. 'C, S 3 55 A~thorizinq 

Aaeumption or certain Exee~tOtY 

oontraeta and Urte~ired Leaeaa Upon the Ettective Date or the Plan o: Reor9• aniuat1on and Approving certain . Stipulations With Lessors (Docket No. 7979, dated.Septamber 1, 19~3)1 

(collac::tive1y, the 11Revilli1oni''J. 

;. Notice of the Motion vas aent to all leaaors 

and: contractinq pa:rtiaa that wue the 1111.1bjeot of the Motion 

and Affidavits of Service era on fila with the Court. ~ 

Docket No. 1721, dated J~ly,l5, 1993 and Docket Noe. 7B95-

7900, aach dated AUgust 12, 1993, 

eontraetin~ party ~~~ given 15 days from the data of noti~e 

.t.c object to the relief req~aeeted in tha Motion. 

- 3 -

i. 

! 

•' 
SENT BY:R,L,&F MAILROOM #B6 :10- 4-93 ; 5:07PM ;RICHARDS,LAYTON&FIN~ 212 435 6963:# 5/ 6 ,l"i\J'f DT•I\ L ~ r ;+D;r ·t IU ... iilo-~i:l 1 l)·£rt•"lil. r TIJ!JI't!J l.oVJ1;o"'rT"'!!l"'.H.tn""l"iU~ L..~TIUilJ & llrlf ::1 

a. The following objection• or raaponaea ware 

filed with raapeat to the K~tion• 

(i) . Raapona• ot co~nty or oran9e to 

Debtora' Motion PUrauant to 11 u.s.c. S 

365 ~uthorizinq Alaumption ot certain 

zxeautory Contracts and Unexpired Laaaea 

upon tha Bftective bate of the Plan of Reor;ani&ation and Approvinq certain Stipulationa With Leaaora (Docket No. 

7517, dated J~n• a~. ~gf3)1 

(ii) state Teacher• Retirement system's Objection to Motion P~euant to ll 

u.s.c. S 365 Authoriz!n; AaauMption of 

certain Executory contra~t• and Unex· 

pired Leaaea Upon the ~ftactive Date of 

the Plan of Raor;anization and Approvin9 Certain stipulation• With Leaaora 

(Docket No. 7622, dat.4 Ju.ne 23 1 ~9!i3); 

(iii) Objection of the United ·States to 

the Motion l>urauant to 11 u •. s, 0. S 3 65 

Authorizinq ~ssumptio~ ot certain Executory contracts and Unexpired Leases 

Upon the Effective Date of the Plan ot 

RIICl'il(niu.t.ion and. Approvini Certain Stipulations With L•••ors (Docket No. 7967, dated August 261 1993); 

(collectively, the '*Objections"). No other obj•ction• or 

raaponses to the Motion ware riled with the ~o~rt. 

9. The Debtor• have cured, or will cure ~pon 

11ntry of this Order, all pre-petition arrearaqaa d.u• under 

the contracts an4 unexpired leases unlesa otherwise agreed 

to by atipu~ation. 

NOW, based. upon the for&9o1ni, the court finc!.inq 

that proper and sufficient notice ~s been qiven and after 

due c!.d.ibera.tion 1 it ill hereby 

- 4 -

·. 
SENT BY:R,L,&F MAILROOM #B5 :10- 4-33 5:07PM ;RICHARDS,LAYTON&FING~ 212 435 6363;# 61 6 

'I'I:'.IV'·t:-1·1"\ L. & r ~t)!j '11,1• 4--1.:1 ~·l.fr"M' TVVI1\i! \,oVtt.l'\lo!.~I..,.I'\.LI.mJ'\nJ.JrJ L./'111\Jil or"''" \ol. 

ORDIRBD, that the Motion, incorporating the 

kavi•icns ana deletinq fa~ purposes of tnia Ord.er only thoae 

eontracts or una~irad laasas that ware aubjaet to an 

Objection, is approved and granted in all respects; and it 

is further 

ORD!RED, that tha Dabtorl' aasu•ption of tho•• 

contracts and unexp1red baaas ratar•nced. in the Motion, as 

modified herein, is app~ovad; and it is turther 

ORO&a!D, that thosa contracts and unexpired leases 

that are the aubject of an Objection shall remain subject to 

a pending •otion to asauma until such time as an Order with 

respect theta contracts or laaaes is entered by thi' Court; 

and it i& tu~her 

ORDERIP, that each stipulation, as amended and 

eupl!lrcec!lal! by the Rev illione, ia app~ovad in all ~l!u!lpects, 

catad this /A;£ c!ay cf .... aiiii:IIC::~::.:ftJ:.:.f..a-=:;.._-· 1993 • 

Hel:;;c al 

United States Bank~uptey Judge 

• 

.,.. .5 ... 


WHEREAS, this Consent. Agreement shall be effective upon the i:;;su~nce by the 

J3ankruptcy Court of a final, non-appealable order approving t)le Assi!,mor' s assumption of the 

Assignor's Port Authority Leases (the ''Consent Effective Date"); provided, that to the full 

extent not prohibited by .the aforesaid order of the Bankruptcy Court, the Consent Effective Date 

shall be retroactive to Juoe ), 2005. 

WHEREAS,theAs:;;ignor the Assignor desirethe consent of the Port Al.lthority to 

Agreement, and the .Port Authority is willing to consent to the Agreement em the terms, 

provisions .an.d conditions set forth in this Consent Agreement; 

NOW, THERE!" ORE, in consideration oJ the terms and mJJtl.lal agreements herein 

.contained, the Port Authority, the Assignor and the Assignee hereby agree as follows: 

I. the occurrence of the Consent Effective Date, the As;;ignor, in 

accordance with Agreement, does hereby assign, tr<tnsfer and set over to the Assignee and its 

sm;cesso,rs, to its and their own proper use, benefit and behoof f(n:ever, the Assigl:ted Premises under 

the Lease, to have and to hold same unto the Assignee and its successors from the Consent 

EffectiveDate forand during all the rest, residue, an-d remainder ofthetenn of the letting under the 

L.".''>", sJJbjectnevertheless to all the tenns., provisions and conditions therein .. andherein COJ)tajned. 

2. The. Port Authority hereby consents to the foregoing assignment. Notwithstanding 

anything herein to the eontrqry, the gnmtit;~g of such consent by the Port Authority shall not be, or be 

d~med to operate as, a waiver of the requirement fo.r consent (or consents) to each and every 

SJJbseqneJ~l assignment, whether by operation of law or otherwise, by the AssigJJee or by any 

subsequent assignee, nor shall the Assignor be relieved of liability onder the tenus, provisions, 

CO.'VerLants and conditions of the Lease by reason of this consent. of the Port Authority or of one or 

mote other .consents to one or more other assignments thereof. 

The Assignor agrees that this assigmnent of the Assigned Premises and this 

eouse11t Pott Authority thereto shall not in any way wh<~:tsoev\l!" affect or impair the liability of 

the Assigno.r to perfonn all the tenns, provisions and cOilditions, including v,ithout limitati()n 

thereto, the obligation to rent, of th.e Lt':ase on the part ofthe Lessee thereunder to be perfonrted. 

The liability of the Assignor as set forth in this paragraph shall remain &nd continue in full force and 

effect as to any a.nd every modifiqation of the Lease whether in accordance with the terms of the 

or a separate or additional document, and rtotwithstanding any such modification whether 

or not the Assignor has specifically consented to such modification. The liability of the Assignor 

hereunder shall in no way be affected by the failllre of the F'Qrt Authority to obtain the Assignor's 

consent to any such modification notwithstanding that the Port AJJthority has previously 9btainod 

such consent with respect to a modification. 

The Assignee does hereby .assume the performance of and does hereby agtee to 

perform all the provisions .and conditi011s, induding without limitation tberet(), the obligation 

to rent, comaincd Lease, to. be on the part of the Lessee thereunder, as though 

the Assignee were the original sigllf!tory to the to the extent such nbligations to 

'""'""''~u l'rem1:ses; provided, Assignee not agreed to assmile liabilities 

United AN-53.5 5.30.05 
environment::tl contamin::ttion which accrued prior to the Consent Effective Date and which were 

caused by the Assignor. The execution of this instrument by the Port Authority does not constitute a 

representation by it .that the Assignor has performed or fulfilled every obligation required by the 

Lease; .as to such matters the Assignee agrees to. rely solely 4pon the representation ofthe Assignor, 

5. .The liability of the Assignor hereunder shall in no way be affected l:ly: 

(a) The release or discharge of .the Assignee in any e;reditors'receivershlp, 

bankruptcy or other similar proceeding; or 

(b) The impairment, limitation or modific!ltiol1 of the liability of the Assignee or 

its estate in bankruptcy, or of.any remedy for the enforcement of the Assignee's said lii!bility under 

the l~e11se, resulting frotn the operation of any present or fu~ure pn;vlsion of the B<tnkruptcy Code. or 

any other statute or from the de<;ision nfarw co)Jrt having judsdiction over the Assignee or its estate; 

or 

(c) The rcjecthm or disaffirmance of .the Lease in any creditors, receivership, 

ban.Juuptcy, ot other similarproceeding; or 

(d) Any disability or defense of the Assignee. 

6. Notwithstanding ;my provisions of the Agreement (but without affecting the 

indemnification obligations ofthe Assignor ;md the Assignee f!.S between themselves as set forth in 

.the Agreement), .the Assignor and the Assignee hereby as. follows: 

(a) The Assignor and the Assignee shall each indemnify and hold hannless 

the Port Authority, its. Commissioners, of.ficers, employees representatives from and against (and 

shall reimburse Port Authority for its costs ;md expenses including legal expenses incurred in 

connection with .the defens1: ol)all claims and demilndsof.thirdpersons,.ineluding but notli.mited to, 

clm.ms and demands for dea.th,for personal injuriesand for propertydamages, !lrising out of a breach 

or defilult ofany term or provision of this Consent Agreement by the Assignor or the Assigaee or out 

operations under the Lef!Se or at the premises coVered thereunder or under .the Agreement, or 

the use said premises by .the Assignor or the AliSignee or by others with its or their 

GOJ1Sem, or out other acts or omissions ofthe Assignor or the Assignee, or .their respective 

. officers, employees, agent$, representatives, contractors, custom!'rs, guests, invitees and others who 

!)fe doing business with Assignor or the Assignee at .the premises, Or out of any other !let:; or 

omrssrons .the Assignor or Assignee, or .their respective officer.s employees at the 

Airport, inGl\ldingclaims and demands of the City ofNewatk from. which the Port Authority derives 

its right in the Airport, forindemnit1catiqn, arisingby operation oflaw orpursu;mt to l:he Basic 

(as defined in the whereby Port Authority has to indemnify the City of Newark 

against .claims, excluding, however, the intentional wrongful acts. of the Port A11ihority. 

(b) directed, the Assignor and the Assignee shall at .theirpwnexp\lllSC 

defend any upon any claim ordemand(evenifsuchclaim or demand is groundless, 

or fraudulent), and in handling .such it not, without obtaining express permission 530J)5 
from the General Counsel .of the Port Authority, raise any defense i1wo!ving in any way the 

jurisdktion of the; triht!flal over the person of the Port Authority, the in\:tnunityofthe Port Authority, 

its C.onunissioners, agents or employees, the governmentalnk!ture .of the Port Authority, or 

the provisions ofany stl!tutes respecting suits k!gainst the Port Authority. 

(c) Eaehpoliey ilnd each certificate with respect to !illy insurance naming 

the .Port Autho.rity as an additional insured under the Agreerl1ent shall contail1 an additional 

endorsement providing that the insurance CZ!Hier shall not, without obtaining express advance 

perm]ssiqn from the Ge!u-:ral Counsel of the. Port Authority, raise any defense involving in any W>JY 

the jurisdiction of the tribunal, the immunity qf the Port Authority, its Commissiclners., ofllcers, 

agents or employees, governmental natureofthe Port Authority or the provisions of anystatutes 

respecting suits againstthe Authority. 

7. The Assignor represents and warrants to the Port Authprity that, with the 

exception only of those components of the leasehold that are comprised qfthe baggage.system space 

and associated baggage syStem space, the leasehold it will continue tq use. and occupy under the 

Lease is and shall continue to be completely severable from thl' assign.ed premises so that, the 

event the Assignor is nq lo.nger the Lessee under the Lease, another lessee airline coqld operate the 

remaining premises Under the Lease .in an independent and unencumbered manner, the. event the 

said remaining leasehold could not be sq qperated ir1 an independent and .unencumbered manner or 

the Port. Authority is unable to lease the same to another lessee >Jirline as 4 result then;of, the Port 

Authority shall have the right exercisable upon ninety (90) days' notice tq the Assignee (but only if 

Assignee has failed durlt!g such ninety (90) day period to provide such additional.faeiUties or 

space as may b"e needed to make the ten1aining leasehold c>Jpable ofl:Jeil.ig qperated In such manner) 

tq qbJigate the Assignee to add the .S<tid remaining leasehold to its premises upon the same terms and 

conditions as arethen in effe.ct for the Assigned Premises in Passenger Terminal A andth~ Assignee 

hereby agrees tq do so upqn the expiratian of said ninety (90) day period set fqrth in the said notice 

from the Port Authqrity, 

The hereby acknowledge that it anticipated that during tenn qf 

the Leas.ea rninimum of three (3) additional Aircraft Gate Positions rel>lted tenninal and baggage 

handling space may be constructed in connectkm with Flight Station A-l• in Passenger Terminal A 

onaportion ofihe current UAL Premises, as such temi is defined in Supplenwnl No . .27 to fhe Lease 

(for the purpose of this paragraph, hereinafter ca.lled the "New .Premises"). In the event the Port 

Authority the Lessee under the the Assignor or Assignee, as applicable, 

depending on whether Assigned Premises or the non-Assigned is the of the 

surrender required under this Paragraph 8) that it or anothet entity with Authority .approval 

desires to perfonn GOI.istruction, the Lessee (i:e., the Assignor or as >lpplicab!e, as 

af'on;s&id) hereby agrees to surrender such po1tions ofth~ U AL Premises as shall be required by the 

Port Authority to form the New Premises and to permit the Port Authority to arrange for the 

perfom1an<;e of such construction, including access to the relevant premises the perfonnance of 

all other necessary to accomplish the same. With respect to the foregoing sentence, the 

Port Authority agrees that (as described in. this Paragraph) l.mder the participate 

in the planning process, that eonstmction ch>Jnges to buildings o.n the premises shall be subject to. 

Le:ssee's (as described approval, which approval shall not be tmreasonably United AN~535 5-.30_05 
conditioned, delayed or and that disruptions of the Lessee's Para~ra:ph) 

operations shall be kept to a minimum to extent pu:»;tJ<c. 

9. Thls Consent Agreement may be ex<ocuted in counterparts. 

I 0. Neither .the Commissioners of the Port Authority nor any of them, nor any 

emnlovee thereof, s.ha!l be chargedpersonal!y by Assignor or 

with any .liability or held liable to either .of them under any term or pmv.ision Consent 

Agreement, or execution, or because of:;my breach or artempted or all·~g<:d breach 

thereof 

As.signor and 

UNITED AIRLINES, 
MLPF-10672 Ack, NJ 

For the Port Authority 

STATE OF New Yo .1\ K ) 

, 1 Y )ss. 

COUNTY OF 1\1 e hi ~Jll)h ) 

On this;:, 1 day of Av.v.u.&r, 200f, before me, the subscriber, a notary public ofNew 

York, personally liJ;lpeared D A-J l I) K A r:, AN 

the A.ss I.!>TAI,)1' Jlit!,E.~TO A l e t>.ll!M I) 6 s ~"0~ c i\!1 '!.? 1 A'~Po~-r b&v of The Port.Authority of 

Ne1¥ Yo:tk andNevJ Jersey, Who I am satisfibd is the person who has signGd within instrUJ:nent; 

and, l having first m[!pe l<nown fo him the. conte.nts thereof; he did acknowledge that he signed, 

se<!led with. the corporate. seal and delivered the same as such officer afon;said and that ih.e Within 

instrument is the. voluntary act and deed of such corporati,m, made by of the authority of the 

Board of Commlssione:ts. 

STATE OF 

On. this 

)ss. 

) 

of 

personally appe'lred 

the 

/Jd~t:rr~ (notarial seaJ lUld stamp) 

GAll !'. MIT~H~LL 

NOTARY PUBliC SlATE OF NEW VORK 

NO. 01MII\021i210 

"" '- A · OUALIFIEO IN QUEENS COUNrl 

r or !ue S$lgUOr C@MMISSIIJNEXPIAESJUHE 14, 2f!!ic1 

of 

who I am satisfied is tlw person who has signed the. witl1in inst!1lment; having first made 

kno\NlJ to hitu the c.ontents therc.of, he (lid acknowledge that he sealed with the cotpm·ate se<tl 

and dellvered ~he s<mw as such officer afntesaid and that the within inst!1lment is .the vohmtary act 

and deed of such corporati.o1r, 1nade by virtue of the authority of th.e Board of Directors. 

(notarial seal and starnp) 
For the Assignee 

COUNTY OF 

Be it remembered that on thi:JO day , 2005, before me, 

notary public 

who I am ts person named in sa.icl and who 

nlade knoWl1 to him the contents thereof, he did acl:novJli~ctB:e 

delivered same as his voluntary and uses 

In re: 

.IN THE UNITED STATES BANKlWPTCY COURT 

FoR THE NORTHERN DISTRICT OF ILLINOIS 

EASTERN DIVISION 

) Chapter 11 

) 

UAL CorpQmtlon) et -al., .) Case No. 02 13-48191 

) 

.l)ebtors. ) Ha:norable Eugene R. 'Wed off 

STJ.NJLATED ORDER ASSUMING CERTAIN UNEXPIRED 

LEASES OF NON-RESIDENTIAL RE;'I.L PROPERTY AND PARTIAL 

ASSIGNMENT 'fiiERE.OF Wl'fll 

RESPECT TO NEWARK LIBERTY INTERNA.TiONAL AIRPORT 

PURSUANT TO SECTION 365(al OF THE BANKRUPTCY CODE 

Upon )oint Motion by t:he debtors and debtors in possession in the abovecaptkme<:f Chapter 11 Cases_ (the '"D~btnrs"); Me{ the -fort Authority of New York and 

New Jersey (the "Porf'), as Operator -of the Newark Uberty International Airport 

{"Newark''); and the Debtors and Port having agreed to the' entry of this Orderr ~s 

evidenced by the execution hereof by Port and United Air Lines, 1nc.? nne: of the ~bo;:ecapti<:med Debtors ("United'~); and it appearing thaJ th~ rellef requested i-s ln the best 

interests' of the- Debtors' estates1 their q;-editors and other- parties in 1nteres\; +Ind it 

appe~ng thal the relief :requested is essential to the continued o-peration of the DeNoq;' 

bu$jnesses; and it appearing that this Court has jurisdiction over this matter pursuant to 

28 U.S.C § 157 and 1334; and, lt appearing that this is a core. proceeding within_ the 

meanjhg Of 28- U.S.C, :'§ 157(b)(2)~ and it appearing that venue is propt;:r in ihis :District 

pursuant to 28 U ,S.C §§ !.408- and 1 4Q9;, al)d adequate :notice having been given; and it 

_.app_earing that no other notice need be given; ahd after due deliberation -and sufficient 

cause appearing ther:efor, it is hereby ORDERED THAT: 
L The Motion is granted and the asswnption of those c.ertain 

unexpired leases and agrel'!llents and partial assignment thereof with 

respect to Newark Liberty International Airport by and b<;tween !he Port 

and United, set forth in Exhibit attached hereto, all as amended 

tlmJngh the (collectively, !be "Leases"), inqluding, hut nol 

limited the Terminal A Master Lease, dated Octol:>er 7, 1969 by and 

between United and the Port (the "Master is hereby approved, 

subjeet to the terms and conditions set forth. 

2. United shall pay to the Port lhe sum of $ (the "Cure 

Amount"), in full S<!lisfaction of the Debtors' obligation to cure all 

defaults under the Leases under Sectlon 365(b)(l) of Bankruptcy 

Code, which Cure Amount shall be paid as follows: (i) the sum of 

$653,42KOO shall be payable by UJ1jled to the Port, at tht:: place specined 

in the L!'ases for the. payment of rent, not later than fifteen (15) days after 

lhe final non·appealable approval of Ibis Order, 11nd (ii) lh.e sum 

of$ 1,503,044.00 shall be payable by United to Port, at the. place 

specified in the Leases for the payment of rent, in (8) monthly 

installments as set forth Exhibit ... B" attached hereto (the «Amc•rti:zation 

Payment Period"), without interest, commencing fifteen (15) days afl<;r the. 

final non-appealable approval oftbis The requir=ent adequate 

assurance of future perfonmmce under the Le;:Jse(s) under Section 

365(b )(l) Bankruptcy Code shall by the 

Debtors' rontinued promise to pay rent other charges at the 

specified in the Lease(s) for the payment of.rent Further, 

for adeguate assurance of fUture perfonm~nce thai of the 

TeJcminal A Master Lease assigned to Air to the 

Canada Assigrunent {hereinafter defined) under Section 3.65(f)(2) of 

Bankruptcy shall be derrrmJd satisfied by Air Canada's promise to 

rent and other charges with n'"'ect thereto as set the 

Canada Assigrunent, In the event !he Debtors' 
.is never confirmed, the Port shall have and 

afforded !o it by applicllblelaw. 

all rights and rernedj,;s 

3_ The Port .shall, as soon as reasonably pra<;til:;able, seek ·to obtain, but 

makes no representation .that 1t will be succ;;!Ssful .ill obtaining, executed 

Supplemental Agreements to the Mas.ter Lease &om .aiL lessees with 

siml!ar leases. to the Terminal A Master Lease (collectively the 

''Reimbursement Supplemental Ac!Feement''), proViding for 

reimbursement of $1.,800,()()().00 owed to United from a previously 

co!J1p]eled. Terminal A Relifing project (the "Contingent Reimbursement 

Credit"}. Upon execution and delivery of the Reimbursement 

Supplemental Agreement by the lessees of the Terminal A Ma<>ter Lease, 

and the satisfaction of all conditions thi:relo incl\lding, without limitation, 

confirmAtion of United's plaf:i of reorganization, the Port.shall.app!y the 

Contingent Reirnbu,;;ernent Credit against the then unamortized Cure 

Amount payable by United, at which lime, all future monthly installment 

payments shall cease hnrnediately and the P.;Hi shall ili1l1Jediately provide 

United . with a credit meynorandum covering ihe difference between 

Contingent Reirnbw:sement Credit and the unamortized and. unpaid Cure 

Amount, it being understood that any such credit will be nrst applied 

against any other JFKJLGAJEWR cure amounts .11ot speclfi~d i11 this 

agreement, but onlY in the event and. to the Clltent that such agreements are 

a.ssumed. 

4. As soon as practicable, but no later than July ), 20().5, the Port United 

shaH enter into .. a Supplernenta] Agreement to the M;lster Lease (the 

Assignment and Deleti.on Supplement") to (A) delete from Master 

Lease, eff~ctive as of June .1, 2005, o.ne (1) aircraft gale and aircraft 

parking position and certain lower level support space at Flight Stl)tion A l 

of Terminal A, all to be identified by United (the "Deleted. Terrn.inal A 

Space"), subject to the approval ofthe l>ort, which approval shall not be 

unreasonably withheld; (B) tenninate, effective as of June J, 2005, 
t)Qitcd's obligation for r<)n!als,. rate~, fe~ and eharg~ for rhe Deleted 

Tenninal A Space, so long as llnited shall have surrendered the Deleted 

Terminal A Space by such d;;te, and (C) doclJ1!lt;r~l and reflect the 

asSi&JUll!llll and transfer Df rights des<;ribed in that certain Assigmnent and 

A~sumption Agreement entered into by and between United and Air 

Canada, effective as of June l., 2005 (the "Air <::anada Assi&JUllent''), 

providing for the ai>Si&JUllent from United t<:J Air Canl!da. of th<" Mas.ter 

Lease, but .pnly insofar as the Master Lease governs and applies to Gates 

ll.and 12 on Flight Station A,J ofTenninal.A and. certain otherTenninal 

A and Flight Station A-1 support space ;;pecified in the Canada 

Assi&JUllent, whic;h assi&JUllent will be approVed !lnd consented to the 

Pm;t ptior to the he4ring date on this Motion, subject to the. entry by the 

Bankruptcy Court of this Order and thi& Order hec<Jming :final and nonappealable. The Port shall immediately pmvide Unitecl with a cr<;dit 

memorandum covering overpayments of Terminal A rentals> :rates, 

and charges paid by Unitec! to th<: Port fer the period beginning on June 1, 

2005 anq. continuing through the date that this Order becomes final .and 

non-'appealahle. 

5. Upon United's. (A) assumption of the Lease;;, and (~) payment of lh<:t Cure 

Amount, but subject to the reservation setforth in :f'&l!graph 8 of this Order, 

the Port s!l.all be deerne.d to have waived !lnY and all right to claim, se.ek, or 

collect from United (or from any obligor, guarantor or surety under any bond, 

guaranty, surely, letter of crec!it, or similar instrument securing any obligati<m 

of United) under the Leases or any on!' of th¢~rt, any funds, monies. or other 

fonn of consid.;ration, or claim or seek any perfonnance :from United (or from 

~ny obligor, guarantor or surety under <mY bond, guaranty, surety, .letter of 

credit, or similar instrument securing any obligation of UniteCI) on account of 

any claim arisil!g un,jer the l-eases prior to the date of this Order, or any other 

claim with respect to the Leases, whether associated with the premises demised 

t]jere1.1nder or any other premises, and agrees that any claim or teql!est for 

payment or performance that is inco!'!sistent with 
tr~ated as tho11gh withdrawn, (iisal!owed and expunged fqr all purposes without 

any further act or coll):t order. Nothing this Order shall w;~ive or limit the 

Port's right to claim, s.eek or collect from united any funds, monies or other 

fonn of consideration, or to claim or seek any pcrfonnance from United under 

the on account of any default under the Leases first arisi11g at .any time 

after the this Order. Further, !his Onlcr does. not preclude Port from 

implementing. airport·wide non-discriminatory rate reconciliations, audits, and 

settlements to extent that such rate .rceondliations, audits, and settlements 

are euslomary, typical and authorized under the e:~:press provisions of the 

Leases. Except as provided in this Order, the Leases and all terms and 

condilio11s thereof shall be and rem!l,ln in full fore<:> and effect, and neither 

United nor the Part -!lball be released. from any of the. continuing obligations 

thereund<Jr, including any indemnification obligations set forth therein. 

6. Any liabilities, duties or obligations that united may have. to the Port 

environmental cleanup or for building .deficiency claims at or under the 

nn>nerti<:s currently lease<! by United under the Leases (includi!1)l' space subject 

to tl\e Air Can.ada AssigtliDent), regardless of whether the condition atose 

before or after the filing. of the bankruptcy petition, will remain a postbankruptcy obligation of United and will not be discharged in the Chapter 11 

cases, subject to United's to object to ox contest any such claims .by the 

Any person or entity which did .not Dbject to the Motion within the time 

objections to the proposed assumption and partial assigtliDent as 

forth herein is deemed to consent to the Debtors' assumption and 

assignrne11t as set forth herein. 

8: This Court shall retain jurisdiction to hear and detennine .all matters 

arising from theimplementa!ion oflhis Order. 
9. Notwithstanding !he possible applicability of Bankruptcy Rules 6006(d), 

7062, 9014, or otherwise, fue terms and corulitiol)s of shall be 

immediately effective and enforceable upon its ¢1ltty. 

l 0. All time periods set forth. In th.is Order shall be calculated in accordan~e 

witl! Bankruptcy Rule 90()6(a). 

--------> 20(15 

UNITED AIR LINES, INC, 

THE PORT AUTHORITY OF.NEW 

VORKANQ NEW JERSEY 
Notwi!hwmding !he jlOSsible appli~ahillty of Bankruptcy Rules 6006(d), 

7062, 9014, or othwwise, th.e terms and conditions of this Order shall be 

Immediately effective and enforceable upon ~;mry, 

All time periods set forth in Order shall be .calculated acco,r4an~;e 

with B~ijjlcruptcy Rule 900Q(a), 

Dated: ChJicag:o. Dlinois: 

--~---_,2005 

l.iNITED AIR LINES, INC. 

Title; ___________ _