EXHIBIT
10.2





CONTRACT
No. 38171





CLEVELAND
HOPKINS INTERNATIONAL AIRPORT





AMENDMENT
NO. 3





to





AGREEMENT
AND LEASE





between





City
of Cleveland, Ohio


Lessor





and





Continental
Airlines, Inc.


Lessee








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.





RECITALS:





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:





ARTICLE
I.                                                      EXCLUSIVE LEASED
PREMISES





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.





ARTICLE
II.                                                      ATTACHMENTS TO AMENDENT NO.
2





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





ARTICLE
III.                                           CONFIRMATION OF AMENDED
AGREEMENT





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.








CITY
OF
CLEVELAND                                                                                                           CONTINENTAL
AIRLINES, INC.








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











Ord. No. 1157-08.
 By Council Members Kelley, Cimperman
and Sweeney (by departmental request).
 An emergency ordinance authorizing the
Director of Port Control to enter into one or more amendments to Contract No.
31263 and 38171 with Northwest Airlines, Inc. and Continental Airlines, Inc. to
adjust the leased premises under their respective leases.
 Whereas, both Northwest Airlines, Inc.
(“Northwest”) and Continental Airlines, Inc. (“Continental”) have current leases
of space in Cleveland Hopkins International Airport terminal needed for their
respective day-to day operations; and
 Whereas, they desire to add or delete
space to their leased premises and exchange certain portions of such leased
premises with one another; and
 Whereas, this ordinance constitutes an
emergency measure proving for the usual daily operation of a municipal
department; now, therefore.
 Be it ordained by the Council of the
City of Cleveland:
 Section 1.  That the
Director of Port Control is authorized to enter into one or more amendments to
Contract No. 31263, as amended, with Northwest to modify the existing leased
premises under their lease, effective June 1, 2008.  Approximately
1,467.67 square feet will be deleted from Northwest’s leased premises under
Contract No. 31263.  Any reduction in the total rental amount as a
result of this adjustment in the leased premises will be established in the
amendment or amendments.  All other terms and conditions contained in
Contract No. 31263, as amended, shall remain the same.
 Section 2.  That the
Director of Port Control is authorized to enter into one or more amendments to
Contract No. 38171, as amended, with Continental to modify the existing leased
premises under their lease, effective June 1, 2008.  Approximately
6,302.00 square feet will be added to Continental’s leased premises under
Contract No. 38171.  Any increase in the total rental amount as a
result of this adjustment in the leased premises will be established in the
amendment or amendments.  All other terms and conditions contained in
Contract No. 38171, as amended, shall remain the same.
 Section 3.  That the
amendments to the leases authorized in this ordinance shall be prepared by the
Director of Law.
 Section 4.  That
this ordinance is declared to be an emergency measure and, provided it receives
the affirmative vote of two-thirds of all the members elected to Council, it
shall take effect and be in force immediately upon its passage and approval by
the Mayor; otherwise it shall take effect and be in force from and after the
earliest period allowed by law.
 Passed November 10, 2008.
 Effective November 14,
2008.