EXHIBIT
10.1








CONTRACT
No. 38171





CLEVELAND
HOPKINS INTERNATIONAL AIRPORT





AMENDMENT
NO. 2





To





AGREEMENT
AND LEASE





Between





City
of Cleveland, Ohio,


Lessor





And





Continental
Airlines, Inc.,


Lessee





THIS AMENDMENT NO. 2 TO AGREEMENT AND
LEASE (“Second Amendment”) is entered into effective the 1st day of
April, 2007 (“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. 1328-08,
passed by the Council of the City on October 6, 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 May 15, 1987
(“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”, together with the Original Agreement
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.                                                                           RENT
CREDIT





By
execution of this Amendment No. 2, the City and Airline agree that,
notwithstanding the terms of Section 7.01 of the Amended Agreement that Airline
shall be entitled to withhold the amount of $44,136.00 from the next scheduled
payment of rent after the Effective date hereof as a credit for the expenses
incurred by Airline in relocating its credit union office (Chartway Federal
Credit Union) on the bag claim level of the Airport’s main terminal
building.





ARTICLE
II.                                                                           RENTAL RATE AND LEASED
PREMISES





By
execution of this Amendment No. 2, the City and Airline agree that the City has
accepted the space formally occupied by Airline’s credit union office on the
baggage claim level of the Airport consisting of 688 square feet and that 321
square feet of such space is released from Airline’s Leased Premises under the
Amended Agreement, with the other 367 square feet of such space being allocated
as a part of Airline’s baggage service office space.  The City and
Airline also agree that the credit union office shall be relocated to the 321
square feet of space, as indicated on Exhibit A attached hereto, which space
shall become a part of Airline’s Leases Premises.





Further
the City and Airline agree that the Airline will pay the applicable
airline-constructed rate for the 321 square foot space to which the Airline’s
credit union was relocated on the baggage claim level of the
Airport.  In addition, the City and Airline agree that Airline will
pay the applicable airline-constructed rate for 367 square feet of its current
baggage service office.





ARTICLE
III.                                                                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. 1328-08





ARTICLE
IV.                                                                CONFIRMATION OF
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. 2 to be executed as of the day and year
first written above.





CITY
OF
CLEVELAND                                                                                                           CONTINENTAL
AIRLINES, INC.








By:  /s/ Percy E. Dangerfield,
Acting
Director                                                                        By:
/s/ Holden
Shannon


Ricky
D. Smith,


Director
of Port Control





Date:  March 25,
2009                                                                                 Date:  March 3,
2009











This
instrument is hereby


approved
as to legal form and


Correctness
March 24,
2009





Robert J.
Triozzi


Director
of Law





By: /s/ Jack M.
Arnold


Jack M.
Arnold


Assistant
Director of Law





Ord. No. 1328-08.


By Council Members Kelley and Sweeney
(by departmental request).


An emergency ordinance authorizing the
Director of Port Control to issue rent credits to Continental Airlines, under
Contract No. 38171, for Relocating its credit union office on the baggage claim
level of the Airport terminal building; and authorizing the Director to enter
into an amendment to the contract regarding the rent credits.


Whereas, this ordinance constitutes an
emergency measure providing 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 an amendment to Contract
No. 38171 (“Amendment”) with Continental Airlines, to issue rent credits to
Continental Airlines for relocating its credit union office on the baggage claim
level of the Airport terminal building to accommodate airport
development.  The rent credit amount will be equal to the actual cost
to make the improvements.


Section 2.  That the
Director of Port Control is authorized to execute any additional documents
necessary and appropriate to issue the rent credits.


Section 3.  That the
Amendment 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 October 6, 2008.


Effective October 9,
2008.