FIRST AMENDMENT



Exhibit 4.23



WAIVER, CONSENT AND NINTH AMENDMENT

TO REVOLVING CREDIT, TERM LOAN AND

GUARANTY AGREEMENT


                   
WAIVER, CONSENT AND NINTH AMENDMENT, dated as of November 5, 2004 (the
"Amendment"), to the REVOLVING CREDIT, TERM LOAN AND GUARANTY AGREEMENT,
dated as of December 24, 2002, among UNITED AIR LINES, INC., a Delaware
corporation (the "Borrower"), a debtor and a debtor-in-possession
in a case pending under Chapter 11 of the Bankruptcy Code, UAL CORPORATION,
a Delaware corporation and the parent company of the Borrower (the "Parent")
and all of the direct and indirect subsidiaries of the Borrower and the
Parent signatory thereto (the "Subsidiaries" and together with the
Parent, each a "Guarantor" and collectively the "Guarantors"),
each of which Guarantors referred to in this paragraph is a debtor and
a debtor-in-possession in a case pending under Chapter 11 of the Bankruptcy
Code, JPMORGAN CHASE BANK, a New York banking corporation ("JPMorgan
Chase"), CITICORP USA, INC., a Delaware corporation ("CUSA"),
THE CIT GROUP/BUSINESS CREDIT, INC., a New York corporation ("CIT Group"),
GENERAL ELECTRIC CAPITAL CORPORATION, a New York corporation ("GECC"),
each of the other financial institutions from time to time party thereto
(together with JPMorgan Chase, CUSA, CIT Group and GECC, the "Lenders"),
JPMORGAN CHASE BANK and CUSA, as co-administrative agents (together, the
"Agents") for the Lenders, and JPMORGAN CHASE BANK, as paying agent
(in such capacity, the "Paying Agent") for the Lenders.


W I T N E S S E T H:


           
WHEREAS, the Borrower, the Guarantors, the Lenders, the Agents and
the Paying Agent are parties to that certain Revolving Credit, Term Loan
and Guaranty Agreement, dated as of December 24, 2002 (as heretofore amended,
modified or supplemented, and as in effect on the date hereof, the "Credit
Agreement"); and

           
WHEREAS, the Borrower and the Guarantors have requested that from and
after the Effective Date (as hereinafter defined), the Lenders agree to
(i) waive the anticipated Events of Default described in Article II hereof,
(ii) consent to the modification of certain mandatory prepayment obligations
of the Borrower and (iii) amend the Credit Agreement as set forth in Article
IV hereof, all subject to and upon the terms and conditions set forth herein.

           
NOW, THEREFORE, the parties hereto hereby agree as follows:


ARTICLE I.  DEFINITIONS.


                    
1.          As used herein,
all terms that are defined in the Credit Agreement shall have the same
meanings herein.


ARTICLE II.  WAIVERS.


                    
2.          Waivers. 
The Lenders hereby waive any Event or Events of Default that might occur
as a result of the Borrower's and the Guarantors' anticipated failure to
comply with the cumulative consolidated EBITDAR covenant in Section 6.05
of the Credit Agreement for the twelve-month periods ending on October
31, 2004, November 30, 2004 and December 31, 2004.


ARTICLE III.  CONSENTS.


                    
3.          Consent to
Retention of Proceeds.  Notwithstanding anything to the contrary
set forth in that certain Waiver and Consent Letter, dated as of September
30, 2003, the Lenders hereby agree that the Borrower will not be required
to prepay the Loans (and permanently reduce the Total Tranche A Commitment
and the Total Tranche B Commitment) with any portion of the proceeds of
the Slot Transactions relating to certain Primary Foreign Slots at Heathrow
Airport referred to in such Waiver and Consent Letter.

                   
4.            Consent
to Slot Transactions.  The Lenders hereby consent to (i) the consummation
by the Borrower of certain transactions relating to Primary Foreign Slots
as described in Exhibit A hereto to the extent set forth therein and (ii)
the modification of Schedule 1.01(b) to the Credit Agreement and Schedule
4(f) to the SGR Security Agreement as set forth in Exhibit A hereto.


ARTICLE IV.  AMENDMENTS.


                   
5.            Amendment
to Section 2.01(a)(2).  Section 2.01(a)(2) of the Credit Agreement
is hereby amended by deleting the words "Notwithstanding anything to the
contrary in Section 2.01(c), upon" appearing at the beginning thereof and
inserting in lieu thereof the word "Upon".

                   
6.            Amendment
to Section 2.13.  Section 2.13(e) of the Credit Agreement is hereby
amended by deleting the following from the first sentence thereof: ", (xvi)".

                   
7.            Incorporation
of New Section 5.23.  Section 5 of the Credit Agreement is hereby
amended by incorporating the following new Section 5.23 at the end thereof:



 SECTION 5.23      Cost
Savings Report.  On or about December 15, 2004, deliver 
to  the  Lenders  a  status  report   
regarding  the  Borrower's  and   the Guarantors' 
progress in  realizing the  additional cost  savings 
projected  in that certain  updated  business plan 
dated November 5, 2004  heretofore delivered

to the Lenders.





                   
8.            Amendment
to Section 6.11(xvi). Section 6.11(xvi) of the Credit Agreement is
hereby amended in its entirety to read as follows:



"(xvi) from  and after  the effective  date of the 
Eighth Amendment,  the sale or  other

disposition by the Borrower of ownership interests which it holds in
Orbitz in addition

to the sales or other dispositions permitted pursuant to Section 6.11(xiv)(B);"


                   
9.            

Amendment to Section 6.13.  Section 6.13 of the Credit Agreement
is hereby amended by deleting the amount "$600,000,000" appearing therein
and inserting in lieu thereof the amount of "$750,000,000".


ARTICLE V.  MISCELLANEOUS.


                   
10.            Conditions
to Effectiveness.  The waivers set forth in Article II of this
Amendment, the consents set forth in Article III and the amendments set
forth in Article IV of this Amendment shall not become effective until
the date (the "Effective Date") on which the following conditions
precedent shall have been satisfied (or waived by the Required Lenders):
                                   
(a)        Execution.  This
Amendment shall have been executed by the Borrower, the Guarantors and
Lenders constituting Required Lenders, and each Agent shall have received
evidence reasonably satisfactory to it of such execution.

                                   
(b)       Bankruptcy Court Order; Payment
of Fees.  By no later than November 22, 2004, the Bankruptcy Court
shall have entered an order satisfactory in form and substance to the Agents
authorizing the payment by the Borrower (i) to the Paying Agent for the
respective account of each Lender that has executed and delivered to each
Agent a counterpart of this Amendment by not later than 12:00 noon (New
York City time) on November 22, 2004, of an amendment fee in an
amount equal to ? of 1% of such Lender's combined Tranche A Commitment
and Tranche B Commitment on November 4, 2004 and (ii) of other fees referred
to in that certain Ninth Amendment Fee Letter dated the date hereof, and
(y) such amendment and other fees shall have been paid in cash to the Paying
Agent within one Business Day after entry of the order referred to above.

                   
Upon the Effective Date, any default or Event of Default that may have
occurred prior to the Effective Date as a result of the Borrower's consummation
of the sale or other disposition by the Borrower of ownership interests
which it holds in Orbitz prior to the Effective Date shall be cured and
no longer continuing to the extent permitted by Section 6.11(xvi) of the
Credit Agreement as amended by this Amendment; provided, that upon
the consummation of any such sale prior to the Effective Date, the proceeds
of such sale which would be required to be prepaid pursuant to Section
6.11(xvi) of the Credit Agreement without giving effect to the modifications
of such sub-section provided for in this Amendment shall be held in an
account maintained with the Paying Agent which shall be under the sole
and exclusive control of the Paying Agent, and upon the Effective Date,
the Paying Agent shall remit the funds maintained in such account to the
Borrower.

                   
11.            Ratification. 
Except to the extent hereby amended, the Credit Agreement and each of the
Loan Documents remain in full force and effect and are hereby ratified
and affirmed.

                   
12.            Costs
and Expenses.  The Borrower agrees that its obligations set forth
in Section 10.05 of the Credit Agreement shall extend to the preparation,
execution and delivery of this Amendment.

                   
13.            Representations
and Warranties.  The Borrower represents and warrants to the Lenders
that no Event of Default or event that with the passage of time would constitute
an Event of Default exists on the date hereof after giving effect to the
waiver set forth in Article II hereof, the amendments set forth in Article
III hereof and the cure of any Event of Default described in paragraph
10 hereof and that each of the representations and warranties made by the
Borrower in the Credit Agreement and each other Loan Document are true
and correct in all material respects as of the date hereof except where
such representation or warranty relates to a specific date, in which case
such representation or warranty shall be true and correct in all material
respects as of such date.

                   
14.            References.
This Amendment shall be limited precisely as written and shall not be deemed
(a) to be a consent granted pursuant to, or a waiver or modification of,
any other term or condition of the Credit Agreement or any of the instruments
or agreements referred to therein or (b) to prejudice any right or rights
which the Agents or the Lenders may now have or have in the future under
or in connection with the Credit Agreement or any of the instruments or
agreements referred to therein. Whenever the Credit Agreement is referred
to in the Credit Agreement or any of the instruments, agreements or other
documents or papers executed or delivered in connection therewith, such
reference shall be deemed to mean the Credit Agreement as modified by this
Amendment.

                   
15.            Counterparts. 
This Amendment may be executed in any number of counterparts and by the
different parties hereto in separate counterparts, each of which when so
executed and delivered shall be deemed to be an original and all of which
taken together shall constitute but one and the same instrument. A fax
copy of a counterpart signature page shall serve as the functional equivalent
of a manually executed copy for all purposes.

                   
16.            Applicable
Law.  This Amendment shall be governed by, and construed in accordance
with, the laws of the State of New York.


[SIGNATURE PAGES TO FOLLOW]


                   
IN WITNESS WHEREOF, the parties hereto have caused this Waiver, Consent
and Ninth Amendment to be duly executed as of the day and the year first
written.

 

 

	BORROWER:
	 
	UNITED AIR LINES, INC.
By: /s/ Frederic F. Brace 

Name: Frederic F. Brace

Title: Executive Vice President & CFO

	 
	 
	GUARANTORS:
	 
	UAL CORPORATION
By: /s/ Frederic F. Brace 

Name: Frederic F. Brace

Title: Executive Vice President & CFO 

	 
	 
	UAL LOYALTY SERVICES, INC.
By: /s/ Steven M. Rasher 

Name: Steven M. Rasher

Title: Senior Vice President, General 

Counsel & Secretary

	 
	 
	UAL COMPANY SERVICES, INC.
By: /s/ Frederic F. Brace 

Name: Frederic F. Brace

Title: Vice President and Treasurer

	 
	 
	CONFETTI, INC.
By: /s/ Steven M. Rasher 

Name: Steven M. Rasher

Title: Senior Vice President, General 

Counsel & Secretary

	 
	 
	MILEAGE PLUS HOLDINGS, INC.
By: /s/ Steven M. Rasher 

Name: Steven M. Rasher

Title: Senior Vice President, General 

Counsel & Secretary

	 
	 
	MILEAGE PLUS MARKETING, INC.
By: /s/ Steven M. Rasher 

Name: Steven M. Rasher

Title: Senior Vice President, General Counsel & Secretary

	 
	 
	MYPOINTS.COM, INC.
By: /s/ Steven M. Rasher 

Name: Steven M. Rasher

Title: Senior Vice President, General Counsel & Secretary

	 
	 
	CYBERGOLD, INC.
By: /s/ Steven M. Rasher 

Name: Steven M. Rasher

Title: Senior Vice President, General Counsel & Secretary

	 
	 
	ITARGET.COM, INC.
By: /s/ Steven M. Rasher 

Name: Steven M. Rasher

Title: Senior Vice President, General Counsel & Secretary

	 
	 
	

MYPOINTS OFFLINE SERVICES, INC.
By: /s/ Steven M. Rasher 

Name: Steven M. Rasher

Title: Senior Vice President, General Counsel & Secretary 

	 
	 
	UAL BENEFITS MANAGEMENT, INC.
By: /s/ Frederic F. Brace 

Name: Frederic F. Brace

Title: President

	 
	 
	UNITED BIZ JET HOLDINGS, INC.
By: /s/ Steven M. Rasher 

Name: Steven M. Rasher

Title: Senior Vice President, General Counsel & Secretary

	 
	 
	BIZJET CHARTER, INC.
By: /s/ Steven M. Rasher 

Name: Steven M. Rasher

Title: Senior Vice President, General Counsel & Secretary

	 
	 
	BIZJET FRACTIONAL, INC.
By: /s/ Steven M. Rasher 

Name: Steven M. Rasher

Title: Senior Vice President, General Counsel & Secretary

	 
	 
	BIZJET SERVICES, INC.
By: /s/ Steven M. Rasher 

Name: Steven M. Rasher

Title: Senior Vice President, General Counsel & Secretary

	 
	 
	KION LEASING, INC.
By: /s/ Frederic F. Brace 

Name: Frederic F. Brace

Title: President

	 
	 
	PREMIER MEETING AND TRAVEL

SERVICES, INC.
By: /s/ Frederic F. Brace 

Name: Frederic F. Brace

Title: Vice President and Treasurer

	 
	 
	UNITED AVIATION FUELS CORPORATION
By: /s/ Frederic F. Brace 

Name: Frederic F. Brace

Title: Vice President

	 
	 
	UNITED COGEN, INC.
By: /s/ Paul Lovejoy 

Name: Paul Lovejoy

Title: Vice President & Secretary

	 
	 
	MILEAGE PLUS, INC.
By: /s/ Frederic F. Brace 

Name: Frederic F. Brace

Title: Vice President

	 
	 
	UNITED GHS, INC.
By: /s/ Frederic F. Brace 

Name: Frederic F. Brace

Title: President

	 
	 
	UNITED WORLDWIDE CORPORATION
By: /s/ Frederic F. Brace 

Name: Frederic F. Brace

Title: President

	 
	 
	UNITED VACATIONS, INC.
By: /s/ Frederic F. Brace 

Name: Frederic F. Brace

Title: Vice President

	 
	 
	FOUR STAR LEASING, INC.
By: /s/ Frederic F. Brace 

Name: Frederic F. Brace

Title: President

	 
	 
	AIR WIS SERVICES, INC.
By: /s/ Frederic F. Brace 

Name: Frederic F. Brace

Title: President

	 
	 
	AIR WISCONSIN, INC.
By: /s/ Frederic F. Brace 

Name: Frederic F. Brace

Title: President

	 
	 
	DOMICILE MANAGEMENT SERVICES, INC.
By: /s/ Paul Lovejoy 

Name: Paul Lovejoy

Title: Vice President & Secretary





 
	
LENDERS:

	 
	JPMORGAN CHASE BANK
By:    /s/ Matthew H. Massie 

        Name: Matthew H. Massie

        Title:   
Managing Director

	 
	 
	CITICORP USA, INC.
By: /s/ James J. McCarthy 

      Name: James J. McCarthy

      Title:    Director/Vice
President

	 
	 
	CIT BUSINESS CREDIT INC.
By: /s/ Vincent Belcastro 

      Name: Vincent Belcastro

      Title:    Vice President

	 
	 
	GENERAL ELECTRIC CAPITAL CORPORATION
By: /s/ Roger P. Tauchman 

      Name: Roger P. Tauchman

      Title:    Duly Authorized
Signatory

	 
	 
	ACC CBNA LOAN FUNDING LLC
By: /s/ Chi S. Le________ 

      Name:  Chi S. Le

      Title:     Authorized
Signatory, Vice President and

                 
Vice President JPMorgan Chase Bank,

                 
N.A.

	 
	 
	ANCHORAGE CAPITAL MASTER OFFSHORE, LTD.
By: Anchorage Advisors, L.L.C., its advisor

By: Anchorage Advisors Management, L.L.C., its

      managing member

      By: /s/ Anthony Davis 

           
Name:  Anthony Davis

           
Title:     Managing Member 

	 
	 
	ARES LEVERAGED INVESTMENT FUND II, L.P.
By: ARES Management II, L.P.

Its: General Partner

      By: /s/ Seth J. Brufsky 

           Name:
Seth J. Brufsky

           Title:   
Vice President

	 
	 
	ARES VI CLO Ltd.
By: ARES CLO Management VI, L.P.

Its: Investment Manager

By: ARES CLO GP V, LLC

Its: Managing Memb

      By: /s/ Seth J. Brufsky 

           
Name: Seth J. Brufsky

           
Title:    Vice President

	 
	 
	ARES VII CLO Ltd.
By: ARES CLO Management VII, L.P.

Its: Investment Manager

By: ARES CLO GP VII, LLC

Its: General Partner

By: /s/ Seth J. Brufsky 

Name: Seth J. Brufsky

Title:    Vice President


	 
	 
	ARES VIII CLO LTD.
By: ARES CLO Management VIII, L.P.

Its: Investment Manager

By: ARES CLO GP VIII, LLC

Its: General Partner

By: /s/ Seth J. Brufsky 

Name: Seth J. Brufsky

Title:    Vice President

	 
	 
	ARES TOTAL VALUE FUND, L.P.
By: ARES Total Value Management LLC

Its: General Partner

By: /s/ Seth J. Brufsky 

      Name: Seth J. Brufsky

      Title:    Vice President

	 
	 
	ARES IX CLO LTD.
By:     Ares CLO Management IX, L.P.,

          Investment Manager

By:     Ares CLO GP IX, LLC,

          Its General
Partner

By: /s/ Seth J. Brufsky 

Name: Seth J. Brufsky

Title:    Vice President

	 
	 
	ARES ENHANCED LOAN INVESTMENT STRATEGY, LTD.
By: Ares Enhanced Loan Management, L.P., 

      Investment Manager

By: Ares Enhanced Loan GP, LLC 

      Its General Partner

By: /s/ Seth J. Brufsky 

Name: Seth J. Brufsky

Title:    Vice President

	 
	 
	AVL LOAN FUNDING LLC
By: /s/ Jason Trala 

      Name: Jason Trala

      Title:    Attorney-In-Fact

	 
	 
	AZURE
By: /s/ Frank Fletcher 

      Name: Frank Fletcher

      Title:    Director

	 
	 
	SUFFIELD CLO, LIMITED

BABSON CLO LTD 2003-I

BABSON CLO LTD 2004-I

BABSON CLO LTD 2004-II
By: Babson Capital Management LLC as Collateral Manager

      By: /s/ Mark A. Ahmed 

           
Name: Mark A. Ahmed

           
Title:    Managing Director

	 
	 
	BAYERISCHE LANDESBANK
By: /s/ Thomas von Kistowsky 

      Name: Thomas von Kistowsky

      Title:    Senior Vice
President

By: /s/ James King 

      Name: James King

      Title:    First Vice
President

	 
	 
	BILL & MELINDA GATES FOUNDATION
By: Babson Capital Management LLC, as 

      Investment Advisor

      By: /s/ Mark A. Ahmed 

           
Name: Mark A. Ahmed

           
Title:    Managing Director

	 
	 
	BLACK DIAMOND INTERNATIONAL FUNDING LTD.
By: /s/ Alan Corkish 

      Name: Alan Corkish

      Title:    Director

	 
	 
	BUSHNELL CBNA LOAN FUNDING
By: /s/ Janet Haack 

      Name: Janet Haack

      Title:    Attorney-In-Fact

	 
	 
	CANPARTNERS INVESTMENTS IV, LLC
By: Canpartners Investments IV, LLC, a California limited liability
company

By: /s/ R. Christian B. Evensen 

      Name: R. Christian B. Evensen

      Title:    Managing Director

	 
	
	CANYON CAPITOL CDO 2002-1 LTD.
By: Canyon Capitol Advisors LLC

      a Delaware limited liability company,
its

      Collateral Manager

By: /s/ R. Christian B. Evensen 

      Name: R. Christian B. Evensen

      Title:    Managing Director

	 
	 
	CANYON CAPITOL CDO 2004-1 LTD.
By: Canyon Capitol Advisors LLC

      a Delaware limited liability company,
its

      Collateral Manager

      By: /s/ R. Christian B. Evensen 

           
Name: R. Christian B. Evensen

           
Title:   Managing Director

	 
	 
	CITIBANK N.A.
By: /s/ Jason Trala 

      Name: Jason Trala

      Title:   Attorney-In-Fact

	
	
	CITIGROUP FINANCIAL PRODUCTS
By: Antares Asset Management Inc., 

      as Agent

By: /s/ David Mahon 

      Name: David Mahon

      Title:    Vice President

	
	
	COSTANTINUS EATON VANCE CDO V, LTD.
By: Eaton Vance Management

      as Investment Advisor

      By: /s/ Michael B. Botthof 

           
Name: Michael B. Botthof

           
Title:    Vice President

	 
	 
	CYPRESSTREE CLAIF FUNDING LLC
By: /s/ Meredith J. Koslick 

Name: Meredith J. Koslick

Title: Assistant Vice President

	
	
	Investors Bank & Trust Company as Sub-custodian
Agent of CYPRESSTREE INTERNATIONAL LOAN HOLDING COMPANY LIMITED
     By: /s/ Jeffrey Megal 

           Name:
Jeffrey Megal, CFA

           Title:   
Managing Director

     By: /s/ John A. [illegible] 

           Name:
John A. [illegible]

           Title: 

	
	
	DEEPHAVEN DISTRESSED

OPPORTUNITIES TRADING LTD.
By: /s/ Peter H. Glerum 

      Name: Peter H. Glerum

       Title:  Assistant Portfolio
Manager

	 
	 
	DELAWARE STREET CAPITAL MASTER FUND, L.P.
By: /s/ Prashant Gupta 

      Name: Prashant Gupta

      Title: CFO, DSC Advisors, L.P. 

      as Investment Manager to

      Delaware Street Capital Master

      Fund, L.P.

	 
	 
	DESJARDIN FINANCIAL SECURITY LIFE ASSURANCE COMPANY
By: Marathon Asset Management, LLC

      as Investment Advisor

      By: /s/ Louis Hanover 

           
Name: Louis Hanover

           
Title:   Chief Investment Officer

	 
	 
	DIVERSIFIED CREDIT STRATEGIES FUND LISPENARD STREET CREDIT
FUND
By: CSFB Alternative Capital, Inc. as advisor

      By: /s/ Nasser Ahmad 

           
Name: Nasser Ahmad

           
Title:    Managing Director

	 
	 
	EAST WEST BANK
By: /s/ Nancy E. Moore 

      Name: Nancy A. Moore

      Title:    Senior Vice
President

	 
	 
	EATON VANCE CDO III, LTD.
By: Eaton Vance Management 

      as Investment Advisor

     By: /s/ Michael B. Botthof 

           Name:
Michael B. Botthof

           Title:   
Vice President

	 
	 
	EATON VANCE CDO VI LTD.
By: Eaton Vance Management 

      as Investment Advisor

      By: /s/ Michael B. Botthof 

           
Name: Michael B. Botthof

           
Title:    Vice President

	 
	 
	EATON VANCE FLOATING RATE 

INCOME TRUST
By: Eaton Vance Management 

      as Investment Advisor

      By: /s/ Michael B. Botthof 

           
Name: Michael B. Botthof

           
Title:    Vice President

	 
	 
	EATON VANCE INSTITUTIONAL SENIOR LOAN FUND
By: Eaton Vance Management

      as Investment Advisor

      By: /s/ Michael B. Botthof 

           
Name: Michael B. Botthof

           
Title:    Vice President

	 
	 
	EATON VANCE LIMITED DURATION INCOME FUND
By: Eaton Vance Management

      as Investment Advisor

By: /s/ Michael B. Botthof 

      Name: Michael B. Botthof

      Title:    Vice President

	 
	 
	EATON VANCE SENIOR FLOATING-RATE TRUST
By: Eaton Vance Management

      as Investment Advisor

      By: /s/ Michael B. Botthof 

           
Name: Michael B. Botthof

           
Title:    Vice President

	 
	 
	EATON VANCE SENIOR INCOME TRUST
By: Eaton Vance Management

      as Investment Advisor

      By: /s/ Michael B. Botthof 

           
Name: Michael B. Botthof

           
Title:    Vice President

	 
	 
	ELT LTD.
By: /s/ Meredith J. Koslick 

      Name: Meredith J. Koslick

      Title:    Assistant Vice
President

	 
	 
	FEINGOLD O'KEEFFE MASTER FUND I, L.P.
By: /s/ Andrea S. Feingold 

      Name: Andrea S. Feingold

       Title:   Partner

	 
	 
	FIRST TRUST/FOUR CORNERS SENIOR FLOATING RATE INCOME
FUND II
By: Four Corners Capital Management LLC,

      as Collateral Manager

      By: /s/ Vijay Srinivasan 

           
Name: Vijay Srinivasan

           
Title:    Assistant Vice President

	 
	 
	FLAGSHIP CAPITAL CLO 2001-1
By: Flagship Capital Management, Inc.

      By: /s/ Mark S. Pelletier 

           
Name: Mark S. Pelletier, CFO

           
Title:    Director

	 
	 
	FLAGSHIP CAPITAL CLO II
By: Flagship Capital Management, Inc.

      By: /s/ Mark S. Pelletier 

           
Name: Mark S. Pelletier, CFO

           
Title:    Director

	 
	 
	FLAGSHIP CAPITAL CLO III
By: Flagship Capital Management, Inc.

      By: /s/ Mark S. Pelletier 

           
Name: Mark S. Pelletier

           
Title:    Director

	 
	 
	FORE CONVERTIBLE MASTER FUND LTD.
By: /s/ Hareesh Pananjape 

      Name: Hareesh Paranjape

      Title:    Assistant Secretary

	 
	 
	FORE CREDIT MASTER FUND LTD.
By: /s/ Hareesh Pananjape 

      Name: Hareesh Paranjape

      Title:    Assistant Secretary

	 
	 
	FORTRESS CREDIT OPPORTUNITIES I LP
By: /s/ Mark K. Furstein 

      Name: Mark K. Furstein

      Title:    Chief Operating
Officer

	 
	 
	FORTRESS PORTFOLIO TRUST
By: Four Corners Capital Management LLC,

      as Collateral Manager

      By: /s/ Vijay Srinivasan 

           
Name: Vijay Srinivasan

           
Title:    Assistant Vice President

	 
	 
	GOLDMAN SACHS SECURITY LENDING

HOLDINGS, INC.
By: /s/ Joseph Lanasa 

      Name: Joseph Lanasa

      Title: Authorized Signatory

	 
	 
	GRAYSON & CO.
By: Boston Management and Research

      as Investment Advisor

      By: /s/ Michael B. Botthof 

           
Name: Michael B. Botthof

           
Title:    Vice President

	 
	 
	GUGGENHEIM PORTFOLIO COMPANY VIII (CAYMAN) LTD.
By: /s/ Hareesh Pananjape 

      Name: Hareesh Paranjape

      Title:    Chief Portfolio
Manager

                 
Fore Research & Management, LP

                 
Acting on behalf of Guggenheim

                 
Portfolio Company VIII (Cayman) Ltd.

	 
	 
	GULF STREAM-COMPASS CLO 2002-1 LTD
By: Gulf Stream Asset Management LLC

      as Collateral Manager

      By: /s/ Barry K. Love 

           
Name: Barry K. Love

           
Title:    Chief Credit Officer

	 
	 
	GULF STREAM-COMPASS CLO 2003-1 LTD.
By: Gulf Stream Asset Management LLC

      as Collateral Manager

      By: /s/ Barry K. Love 

           
Name: Barry K. Love

           
Title:    Chief Credit Officer

	 
	 
	GULF STREAM-COMPASS CLO 2004-1 LTD
By: Gulf Stream Asset Management LLC

      as Collateral Manager

      By: /s/ Barry K. Love 

           
Name: Barry K. Love

           
Title:    Chief Credit Officer

	 
	 
	HANOVER SQUARE CLO LTD.
By: Blackstone Debt Advisors L.P.

      as Collateral Manager

       By: /s/ Dean T. Criares 

            
Name: Dean T. Criares

            
Title:    Managing Director

	 
	 
	HARCH CLO I, LTD.
By: /s/ Michael E. Lewitt 

      Name: Michael E. Lewitt

      Title:    Authorized
Signatory

	 
	 
	HBK MASTER FUND L.P.
By: /s/ David C. Haley 

      Name: David C. Haley

      Title:    Authorized
Signatory

	 
	 
	HEWETT'S ISLAND CLO, LTD.
By: CypressTree Investment Management

      Company, Inc., as Portfolio Manager

      By: /s/ Jeffrey Megar 

           
Name: Jeffrey Megar, CFA

           
Title:    Managing Director

	 
	 
	HEWETT'S ISLAND CLO II, LTD.
By: CypressTree Investment Management

      Company, Inc., as Portfolio Manager

      By: /s/ Jeffrey Megar 

           
Name: Jeffrey Megar, CFA

           
Title:    Managing Director

	 
	 
	HIGHLAND FLOATING RATE

ADVANTAGE FUND
By: Highland Capital Management, L.P.,

      its Investment Advisor

      By: /s/ Todd Travers 

           
Name: Todd Travers

           
Title: Senior Portfolio Manager

                   
Highland Capital Management,

                   
L.P.

	 
	 
	HIGHLAND LEGACY LIMITED
By: Highland Capital Management,

      as Collateral Manager

      By: /s/ Todd Travers 

           
Name: Todd Travers

           
Title:    Senior Portfolio Manager

                      
Highland Capital Management,

                      
L.P.

	 
	 
	ILLINOIS STATE UNIVERSITIES

RETIREMENT SYSTEM
By: /s/ Tad Rivelle 

      Name: Tad Rivelle

      Title:    Managing Director

	 
	 
	INDOSUEZ CAPITAL FUNDING IIA, LIMITED
By: Lyon Capital Management LLC

      as Collateral Manager

      By: /s/ Alexander B. Kenna 

           
Name: Alexander B. Kenna

           
Title:    Portfolio Manager

	 
	 
	INDOSUEZ CAPITAL FUNDING III, LTD.
By: Lyon Capital Management LLC

      as Collateral Manager

By: /s/ Alexander B. Kenna 

      Name: Alexander B. Kenna

      Title:    Portfolio Manager

	 
	 
	INDOSUEZ CAPITAL FUNDING VI, LTD.
By: Lyon Capital Management LLC

      as Collateral Manager

By: /s/ Alexander B. Kenna 

      Name: Alexander B. Kenna

      Title:    Portfolio Manager

	 
	 
	ING PRIME RATE TRUST
By: ING Investment Management, Co.

      as its investment manager

      By: /s/ Mark F. Haak 

      Name: Mark F. Haak, CFA

      Title:    Vice President

	 
	 
	ING SENIOR INCOME FUND
By: ING Investment Management, Co.

      as its investment manager

      By: /s/ Mark F. Haak 

           
Name: Mark F. Haak, CFA

           
Title:    Vice President

	 
	 
	KALDI FUNDING LLC
By: /s/ Meredith J. Koslick 

      Name: Meredith J. Koslick

      Title:    Assistant Vice
President

	 
	 
	KIL LOAN FUNDING LLC
By: /s/ Jason Trala 

      Name: Jason Trala

      Title:    Attorney-In-Fact

	 
	 
	LANDMARK IV CDO LIMITED
By: Aladdin Capital Management LLC,

      as Manager

By: /s/ Angela Bozorgmir 

      Name: Angela Bozorgmir

      Title: Director

	 
	 
	LAUREL RIDGE CAPITAL L.P.
By: /s/ [Vera Nguyen] 

      Name: [Vera Nguyen]

      Title:    Managing Partner

	 
	 
	LIGHTPOINT CLO 2004-1, LTD.

PREMIUM LOAN TRUST I, LTD.
By: /s/ Thomas A. Kramer 

      Name: Thomas A. Kramer

      Title:    Senior Managing
Director &

                
Chief Executive Officer

	 
	 
	LINCOLN NATIONAL LIFE
By: /s/ Thomas Chow 

      Name: Thomas Chow

      Title: Vice President

	 
	 
	LOAN FUNDING VII LLC
By: Highland Capital Management, L.P.

      as Collateral Manager

By: /s/ Todd Travers 

      Name: Todd Travers

      Title:    Senior Portfolio
Manager

                
Highland Capital Management,

                
L.P.

	 
	 
	LOAN FUNDING VIII LLC
By: Babson Capital Management LLC as Portfolio

      Manager

By: /s/ Mark A. Ahmed 

      Name: Mark A. Ahmed

      Title:    Managing Director

	 
	 
	MAN MAC I LTD.
By: /s/ Hareesh Paranjape 

      Name: Hareesh Paranjape

      Title:   Chief Portfolio Manager

                
Fore Research & Management, LP

               
Acting on behalf of Man Mac I Ltd.

	 
	 
	MARATHON SPECIAL OPPORTUNITY MASTER FUND, LTD.
By: Marathon Asset Management, LLC

      as Investment Advisor

By: /s/ Louis Hanover 

      Name: Louis Hanover

      Title:    Chief Investment
Officer

	 
	 
	MASSACHUSETTS MUTUAL LIFE

INSURANCE CO.
By: /s/ Steven J. Katz 

      Name: Steven J. Katz

      Title:    Second Vice
President and

                
Associate General Counsel

	 
	 
	METROPOLITAN WEST ALPHATRAK 

500 FUND
By: /s/ Tad Rivelle 

     Name: Tad Rivelle

      Title: Managing Director

	 
	 
	MISSISSIPPI UNITED METHODIST

FOUNDATION, INC.
By: /s/ Tad Rivelle 

      Name: Tad Rivelle

      Title:    Managing Director

	 
	 
	MONUMENT PARK CDO LTD.
By: Blackstone Debt Advisors L.P.

      as Collateral Manager

By: /s/ Dean T. Criares 

      Name: Dean T. Criares

      Title:    Managing Director

	 
	 
	NAVIGATOR CDO 2003, LTD.
By: Antares Asset Management Inc.,

      as Collateral Manager

By: /s/ David Mahon 

      Name: David Mahon

      Title:    Vice President

	 
	 
	NUVEEN FLOATING RATE INCOME

FUND
By: Symphony Asset Management LLC

By: /s/ [illegible] 

      Name: [illegible]

      Title:    Portfolio Manager

	 
	 
	NUVEEN FLOATING RATE INCOME

OPPORTUNITY FUND
By: Symphony Asset Management LLC

By: /s/ [illegible] 

      Name: [illegible]

      Title:    Portfolio Manager

	 
	 
	NUVEEN SENIOR INCOME FUND
By: Symphony Asset Management LLC

By: /s/ [illegible] 

      Name: [illegible]

      Title:    Portfolio Manager

	 
	 
	OLYMPIC CLO I LTD
By: /s/ Kevin J. Hickam 

      Name: Kevin J. Hickam

      Title:    Managing Director

                
Centre Pacific, LLP

	 
	 
	OPPENHEIMER SENIOR FLOATING RATE

FUND
By: /s/ Jeff Baumgartner 

      Name: Jeff Baumgartner

      Title:    Assistant Vice
President

	 
	 
	ORIX FINANCE CORP. I
By: /s/ Christopher L. Smith 

      Name: Christopher L. Smith

      Title:    Authorized
Representative

	 
	 
	OZF CREDIT OPPORTUNITIES 

MASTER FUND, LTD.
By: OZF Management, LP as Investment Manager

By: OZF Management, LLC

       General Partner

By: /s/ Stephen C. Freidheim 

      Name: Stephen C. Freidheim

      Title:    Senior Managing
Member

	 
	 
	OZF CREDIT OPPORTUNITIES 

MASTER FUND II, LTD.
By: OZF Management, LP as Investment Manager

By: OZF Management, LLC

      General Partner

By: /s/ Stephen C. Freidheim 

      Name: Stephen C. Freidheim

      Title:    Senior Managing
Member

	 
	 
	PAM CAPITAL FUNDING L.P.
By: Highland Capital Management, L.P.

      as Collateral Manager

By: /s/ Todd Travers 

      Name: Todd Travers

      Title:    Senior Portfolio
Manager

	 
	 
	PERRY PRINCIPALS INVESTMENTS, L.L.C.
By: /s/ Nathaniel J. Klipper 

      Name: Nathaniel J. Klipper

      Title: Managing Director

	 
	 
	REDWOOD MASTER FUND, LTD
By: /s/ Jonathan Kolatch 

      Name: Jonathan Kolatch

      Title:    Principal

	 
	 
	RIVIERA FUNDING LLC
By: /s/ Meredith J. Koslick 

      Name: Meredith J. Koslick

      Title:    Assistant Vice
President

	 
	 
	SAN DIEGO CITY EMPLOYEES' 

RETIREMENT SYSTEM
By: /s/ Tad Rivelle 

      Name: Tad Rivelle

      Title:    Managing Director

	 
	 
	SECURITY BENEFIT LIFE INSURANCE

COMPANY
By: Four Corners Capital Management LLC,

      as Collateral Manager

By: /s/ Vijay Srinivasan 

      Name: Vijay Srinivasan

      Title:    Assistant Vice
President

	 
	 
	SENIOR DEBT PORTFOLIO
By: Boston Management and Research

      as Investment Advisor

By: /s/ Michael B. Botthof 

      Name: Michael B. Botthof

      Title:    Vice President

	 
	 
	SIMSBURY CLO, LIMITED
By: Mass Mutual Life Insurance Co.

      as Collateral Manager

By: /s/ Steven J. Katz 

      Name: Steven J. Katz

      Title:    Second Vice
President and

                
Associate General Counsel

	 
	 
	SIMT HIGH YIELD BOND FUND
By: /s/ Tad Rivelle 

      Name: Tad Rivelle

      Title:    Managing Director

	 
	 
	SPECTRUM INVESTMENT PARTNERS LP
By: /s/ Jeffrey A. Schaffer 

      Name: Jeffrey A. Schaffer

      Title:    Managing Member

                
Spectrum Group Management

                
LLC as GP

	 
	 
	SRF 2000, INC.
By: /s/ Meredith J. Koslick 

      Name: Meredith J. Koslick

      Title:    Assistant Vice
President

	 
	 
	STANWICH LOAN FUNDING LLC
By: /s/ Meredith J. Koslick 

      Name: Meredith J. Koslick

      Title:    Assistant Vice
President

	 
	 
	STARK EVENT TRADING LTD.
By: /s/ Michael A. Roth 

      Name: Michael A. Roth

      Title:    Authorized
Person

	 
	 
	STONEHILL INSTITUTIONAL PARTNERS,

L.P.
By: /s/ Christopher Wilson 

      Name: Christopher Wilson

      Title:    General Partner

	 
	 
	TORONTO DOMINION (NEW YORK), INC.
By: /s/ Masood Fikree 

      Name: Masood Fikree

      Title:    Authorized
Agent

	 
	 
	TRUMBULL THC2 LOAN FUNDING LLC
By: /s/ Janet Haack 

      Name: Janet Haack

      Title:   Attorney-In-Fact

	 
	 
	U.A.L. INVESTORS, L.L.C.
By: Farallon Capital Management, L.L.C.,

      its manager

By: /s/ William F. Mellin 

      Name: William F. Mellin

      Title:    Managing Member

	 
	 
	UBS AG, STAMFORD BRANCH
By: /s/ Wilfred V. Saint 

      Name: Wilfred V. Saint

      Title:    Director

                
Banking Products Services, US

By: /s/ Juan Zuniga 

      Name: Juan Zuniga

      Title:    Associate Director

                
Banking Products Services, US

	 
	 
	WATERSHED CAPITAL INSTITUTIONAL

PARTNERS, L.P.
By: WS Partners, L.L.C.,

      its General Partner

By: /s/ Meridee Moore 

      Name: Meridee Moore

      Title:    Senior Managing
Member

	 
	 
	WATERSHED CAPITAL PARTNERS

(OFFSHORE), LTD.
By: Watershed Asset Management, L.L.C.,

      its Investment Manager

By: /s/ Meridee Moore 

      Name: Meridee Moore

      Title:    Senior Managing
Member

	 
	 
	WATERSHED CAPITAL PARTNERS, L.P.
By: WS Partners, L.L.C.,

      its General Partner

By: /s/ Meridee Moore 

      Name: Meridee Moore

      Title:    Senior Managing
Member

	 
	 
	WHITEHORSE I, LTD.
By: /s/ Ethan M Underwood 

      Name: Ethan M Underwood

      Title:    Portfolio Manager

	 
	 
	WHITEHORSE II, LTD.
By: /s/ Ethan M Underwood 

      Name: Ethan M Underwood

      Title:    Portfolio Manager

	 
	 
	WIND RIVER CLO I LTD.
By: McDonnell Investment Management, LLC,

      as Manager

By: /s/ Brian W. Good 

      Name: Brian W. Good

      Title:    Managing Director