EXHIBIT 10



EXHIBIT 10.1(n)

THIS SUPPLEMENT SHALL NOT BE BINDING UPON

THE PORT AUTHORITY UNTIL DULY EXECUTED BY

AN EXECUTIVE OFFICER THEREOF AND DELIVERED TO

THE LESSEE BY AN AUTHORIZED REPRESENTATIVE

OF THE PORT AUTHORITY



Port Authority Lease No. ANA-170

Supplement No. 24

Facility:  Newark Liberty International Airport


SUPPLEMENTAL AGREEMENT


THIS SUPPLEMENTAL AGREEMENT, dated as of January 1, 2003, by and between THE PORT AUTHORITY OF NEW YORK AND NEW JERSEY (hereinafter called "Port Authority") and CONTINENTAL AIRLINES, INC. (hereinafter called the "Lessee");


WITNESSETH, That


WHEREAS, the Port Authority and People Express Airlines, Inc. (hereinafter called "People Express") as of January 11, 1985 entered into an agreement of lease (which agreement of lease as heretofore supplemented and amended is hereinafter called the "Lease"), covering certain premises, rights and privileges at and in respect to Newark Liberty International Airport (hereinafter called the "Airport") as therein set forth; and


WHEREAS, the Lease was thereafter assigned by said People Express to the Lessee pursuant to an Assignment of Lease with Assumption and Consent Agreement entered into among the Port Authority, the Lessee and People Express and dated August 15, 1987; and 


WHEREAS, a certain Stipulation between the parties hereto was submitted for approval of the United States Bankruptcy Court for the District of Delaware (the "Bankruptcy Court") covering the Lessee's assumption of the Lease as part of the confirmation of its reorganization plan in its Chapter 11 bankruptcy proceedings and as debtor and debtor in possession pursuant to the applicable provisions of United States Bankruptcy Code as set forth in and subject to the terms and conditions of said Stipulation (said Stipulation being hereinafter referred to as the "Stipulation"); and 


WHEREAS, the Stipulation and the Lessee's assumption of the Lease was approved by the Bankruptcy Court by an Order thereof dated the 1st day of October, 1993; and 


WHEREAS, the parties desire to amend the Lease in certain respects as hereinafter set forth;


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



	Effective as of January 1, 2003 subparagraph "(d)" to section VIII of Schedule A to the Lease shall be deemed deleted and the following new subparagraph "(d)" shall be deemed substituted in lieu thereof:

"(d)"Fixed charges on Port Authority investment" shall mean amortization and interest on Port Authority investment in items completed subsequent to December 31, 1964.  Such fixed charges shall be determined on the basis of an equal annual payment method.  Port Authority investment that is taken out of service ("retired") and has a remaining unamortized balance shall not incur an accelerated fixed charge in the year in which it was retired, but shall continue to be amortized in accordance with Port Authority accounting practice over the estimated useful life first established when the investment was placed into service.  The interest factor used in determining the fixed charges for all of the foregoing shall be the weighted average coupon rate for the twelve months ending November 30, of each year, rounded to the nearest hundredth percent, on all long-term bonds outstanding, the proceeds of which were made available for construction at the Airport.""


	Commencing on January 1, 2003, in order to facilitate airfield improvements at the Airport, the Port Authority demolished Building No. 10 (the old Port Authority administration building).  In 2003 the Port Authority's fixed charges (un-amortized investment) associated with Building No. 10 totaled Nine Million Six Hundred Ninety-seven Thousand Two Hundred Ninety Dollars and No Cents ($9,697,290.00).  The Lessee acknowledges and agrees that, effective as of January 1, 2003, the $9,697,290.00 un-amortized investment (plus the appropriate interest factor as provided in paragraph 1 above) will be included in future fixed charge calculations on Port Authority investment in Airport Services pursuant to Schedule A of the Lease.  However, notwithstanding paragraph 1 above, such $9,697,290.00 amount will be amortized using an equal annual payment method over the period beginning January 1, 2003 and continuing until December 31, 2018.
	The Lessee represents and warrants that no broker has been concerned in the negotiation of this Supplemental Agreement and that there is no broker who is or may be entitled to be paid a commission in connection therewith.  The Lessee shall indemnify and save harmless the Port Authority of and from any and all claims for commission or brokerage made by any and all persons, firms or corporations whatsoever for services in connection with the negotiation and execution of this Supplemental Agreement.
	Neither the Commissioners of the Port Authority nor any of them, nor any officer, agent or employee thereof, shall be charged personally by the Lessee with any liability, or held liable to it under any term or provision of this Supplemental Agreement, or because of its execution or attempted execution or because of any breach thereof. 
	As hereby amended, all of the terms, covenants, provisions, conditions and agreements of the Lease shall be and remain in full force and effect. 
	This Supplemental Agreement and the Lease which it amends constitute the entire agreement between the Port Authority and the Lessee on the subject matter, and may not be changed, modified, discharged or extended except by instrument in writing duly executed on behalf of both the Port Authority and the Lessee.  The Lessee agrees that no representations or warranties shall be binding upon the Port Authority unless expressed in writing in the Lease or this Supplemental Agreement.

IN WITNESS WHEREOF, the Port Authority and the Lessee have executed these presents.






ATTEST:THE PORT AUTHORITY OF NEW YORK

OF NEW JERSEY


 

 

/s/ Karen E. EastmanBy  /s/  Francis A. Dimola

 Secretary      Francis A. Dimola

(Title) Assistant Director, Aviation Department


 

 













ATTEST:CONTINENTAL AIRLINES, INC. 


 

 

/s/  Jennifer L. VogelBy /s/ Holden E. Shannon

Jennifer L. VogelHolden E. Shannon 

Senior Vice President, (Title) Senior Vice President Global Real Estate

General Counsel And Secretaryand Security




 

FORM XLD - Ack., N.J. 51380


For the Port Authority


STATE OF NEW YORK)

) ss.

COUNTY OF NEW YORK )


On the 6 day of January in the year 2005, before me, the undersigned, a Notary Public in and for said state, personally appeared Francis A. Dimola. Personally known to me or proved to me on the basis of satisfactory evidence to be the individual(s) whose name(s) is (are) subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their capacity(ies), and that by his/her/their signature(s) on the instrument, the individual(s), or the person upon behalf of which the individual(s) acted, executed the instrument.


 

/s/ Peggy M. Spinnelli

(notarial seal and stamp)


Peggy M. Spinnelli

Notary Public, State of New York

No. 015P6057870

Qualified in New York County

Commission Expires April 30, 2007

For the Lessee










STATE OF )

) ss.

COUNTY OF  )


On this 8 day of October, 2005, before me, the subscriber, a Notary Public personally appeared Holden Shannon the Senior Vice President of  Global Real Estate & Security, who I am satisfied is the person who has signed the within instrument; and I having first made known to him the contents thereof, he did acknowledge that he signed, sealed with the corporate seal and delivered the same as such officer aforesaid and that the within instrument is the voluntary act and deed of such corporation, made by virtue of the authority of its Board of Directors.


 

/s/ Dashawanda D. Mitchell

(notarial seal and stamp)


Dashawanda D. Mitchell

Notary Public

State of Texas

Comm Exp 04-04-2006