FIRST AMENDMENT



Exhibit 4.24


WAIVER, CONSENT AND TENTH AMENDMENT

TO REVOLVING CREDIT, TERM LOAN AND

GUARANTY AGREEMENT

                   
WAIVER, CONSENT AND TENTH AMENDMENT, dated as of January 26, 2005 (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, N.A. (formerly known as JPMorgan Chase Bank),
a national banking corporation ("JPMCB"), CITICORP USA, INC., a
Delaware corporation ("CUSA"), THE CIT GROUP/BUSINESS CREDIT, INC.,
a New York corporation ("CIT Group"), GENERAL ELECTRIC CAPITAL CORPORATION,
a Delaware corporation ("GECC"), each of the other financial institutions
from time to time party hereto (together with JPMCB, CUSA, CIT Group and
GECC, the "Lenders"), JPMORGAN CHASE BANK, N.A. and CUSA, as co-administrative
agents (together, the "Agents") for the Lenders and JPMORGAN CHASE
BANK, N.A., 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 Paying Agent
and the Agents 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");

           
WHEREAS, the Borrower and the Guarantors have requested that from and
after the (i) Waiver and Consent Effective Date (as hereinafter defined),
the Lenders agree to (A) waive the anticipated and historical Events of
Default described in Article II hereof, (B) consent to the modifications
to the corporate structure and ownership of UAL Loyalty Services, Inc.
described in Article III hereof and the amendments to the Loan Documents
necessary in connection with such modifications and (C) amend certain financial
covenants as set forth in Paragraph 11(A) of this Amendment and (ii) Amendment
Effective Date (as hereinafter defined), the Credit Agreement be amended
as set forth in Article IV (other than the amendments set forth in Paragraph
11(A) of this Amendment) hereof to provide, among other things, that the
Maturity Date of the Credit Agreement be extended to September 30, 2005,
that the rates of interest under the Credit Agreement be reduced, certain
financial covenants be amended and that the Credit Agreement be otherwise
amended as set forth herein, 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.           Waiver. 
The Lenders hereby waive any Events of Default that might occur or have
occurred as a result of (i) 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 period ending
January 31, 2005, (ii) the Borrower's and the Guarantors' failure to provide
a copy of the notice required pursuant to Section 5.01(j) of the Credit
Agreement regarding the Borrower's and its ERISA Affiliates' nonpayment
in September and October 2004 of funding obligations in connection with
certain Plans, (iii) the Borrower's failure to satisfy the condition that
no Event of Default shall have occurred and be continuing at the time of
a continuation of a Eurodollar Loan insofar as the Events of Default described
in the preceding clause (ii) had occurred and were continuing at the time
any Eurodollar Loans may have been continued and (iv) the Borrower's and
the Guarantors' failure to provide written notice required pursuant to
Section 5.05 of the Credit Agreement as a result of the Events of Default
described in clauses (ii) and (iii) of this paragraph.

ARTICLE III.  Consents


 3.            

Consents and Modification of Security and Pledge Agreement.

        (A)       
The Lenders hereby consent to (i) the contribution by the Parent of its
equity interest in UAL Loyalty Services, Inc. to the Borrower, (ii) the
conversion of UAL Loyalty Services, Inc. from a Delaware corporation to
a Delaware limited liability company named UAL Loyalty Services, LLC and
(iii) the replacement in their entireties of (a) Schedule 1.01(a)1
to the Credit Agreement with a new Schedule in the form attached hereto
as Exhibit A and (b) Schedule 3.072 to the Credit Agreement
with a new Schedule in the form attached hereto as Exhibit B.

        (B)       
Upon the effectiveness of the consents granted in Paragraph 3(A) of this
Amendment and the conversion described in clause (ii) of the Paragraph
3(A) of this Amendment, the Lenders further consent to (i) the replacement
in their entireties of (a) Schedule 3.063 to the Credit Agreement
with a new Schedule in the form attached hereto as Exhibit C, (b) Schedule
1(l)4 to the Security and Pledge Agreement with a new Schedule
in the form attached hereto as Exhibit D and (c) Schedule 4(b)5
to the Security and Pledge Agreement with a new Schedule in the form attached
hereto as Exhibit E and (ii) the deemed amendment of the first sentence
of Section 4(b) of the Security and Pledge Agreement to reflect such conversion.

        (C)       
Upon the effectiveness of the consents granted in Paragraph 3(A) of this
Amendment and the conversion described in clause (ii) of the Paragraph
3(A) of this Amendment, the Lenders further consent to following modifications
to the Security and Pledge Agreement to reflect such conversion: (i) the
first sentence of Section 4(b) of the Security and Pledge Agreement shall
be deemed amended by adding the language ", other than that UAL Loyalty
Services, Inc. has been renamed UAL Loyalty Services, LLC" immediately
prior to the period appearing at the end thereof and (ii) the proviso appearing
in Section 4(e) of the Security and Pledge Agreement shall be deemed deleted
in its entirety and replaced with the following new proviso: "provided
that the Grantors do not represent or warrant that the Pledged Shares representing
ownership interests in (i) Covia LLC, (ii) UAL Loyalty Services, LLCand
(iii) corporations or other entities incorporated or formed in Guam, Bermuda
and Mexico are fully paid and non-assessable."

__________________________________________________________________________________

1To reflect removal of IAM liens on "Excluded
Flight Simulators" schedule.

2To reflect removal of IAM liens on "Existing
Liens" schedule.

3To reflect contribution and conversion of
ULS on "Subsidiaries" schedule.

4To reflect contribution and conversion of
ULS on "Pledged Shares" schedule.

5To reflect contribution and conversion of
ULS on "Grantor Legal Names, Jurisdictions and ID Numbers" schedule.

 

 


ARTICLE IV. Amendments


        4.     
Amendment to First Paragraph.  The first paragraph of the Credit
Agreement is hereby deleted in its entirety and replaced with the following
new paragraph:


           
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 hereto
(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 (the cases of the Borrower and
the Guarantors, each a "Case" and collectively, the "Cases"),
JPMORGAN CHASE BANK, N.A. (formerly known as JPMorgan Chase Bank), a national
banking corporation ("JPMorgan Chase"), CITICORP USA, INC., a Delaware
corporation ("CUSA"), JPMORGAN CHASE BANK, N.A. (successor by merger
to Bank One, NA), a national banking corporation ("Bank One"), THE
CIT GROUP/BUSINESS CREDIT, INC., a New York corporation ("CIT Group"),
each of the other financial institutions from time to time party hereto
(together with JPMorgan Chase, CUSA, Bank One and CIT Group, the "Lenders"),
JPMORGAN CHASE and CUSA, as co-administrative agents (together, the "Agents")
for the Lenders and JPMORGAN CHASE, as paying agent (in such capacity,
the "Paying Agent") for the Lenders.
5.        Amendments to Section 1.01.
Section 1.01 of the Credit Agreement is hereby amended by:
                
(A)        deleting the definition of
each of the following terms: "Collateral Documents", "EBITDAR",
"Maturity Date" and "Orders", appearing therein, and inserting
the following new definitions in appropriate alphabetical order:


"Collateral Documents" shall mean, collectively, the Security
and Pledge Agreement, the Aircraft Mortgage (including, without limitation,
any Mortgage Supplement), the SGR Security Agreement, the Mortgage Amendment,
Mortgage Amendment No. 2, Mortgage Amendment No. 3 and other agreements,
instruments or documents that create or purport to create a Lien in favor
of the Collateral Agent for the benefit of the Lenders.

 
"EBITDAR" shall mean, for any period, all as determined in accordance
with GAAP, the consolidated net income (or net loss) of the Parent and
its Subsidiaries for such period, plus (a) the sum of (i) depreciation
expense; (ii) amortization expense; (iii) other non-cash charges; (iv)
consolidated federal, state and local income tax expense; (v) gross interest
expense for such period less gross interest income for such period; (vi)
(A) aircraft rent expense, (B) a one-time rent expense in an amount not
in excess of $44,000,000 paid in 2004 in connection with a settlement of
the dispute relating to the Chicago O'Hare municipal bond transaction relating
to the out-of-period portion (relating to 2004) of such rent expense, (C)
a one-time rent expense in an amount not in excess of $24,000,000 paid
in 2005 in connection with the settlement of the dispute described in the
preceding clause (a)(vi)(B) relating to the out-of-period portion (relating
to 2005) of such rent expense and (D) a one-time rent expense in an amount
not in excess of $8,800,000 paid in 2005 in connection with a settlement
of the dispute relating to the San Francisco municipal bond transaction
relating to the out-of-period portion (relating to 2005) of such rent expense;
(vii) extraordinary losses; (viii) any non-recurring charge or restructuring
charge; (ix) the cumulative effect (whether positive or negative) of any
change in accounting principles; (x) any Fees paid by the Borrower and
not otherwise added back to consolidated net income (or net loss) pursuant
to any of the foregoing clauses of this definition; (xi) the difference
(whether positive or negative) between the cash paid by Chase Manhattan
Bank USA (formerly known as Bank One Delaware, NA) during such period pursuant
to its "Annual Guaranteed Miles Purchased" (as defined in that certain
Co-Branded Card Marketing Services Agreement, dated July 1, 2001, as heretofore
amended, among Chase Manhattan Bank USA (formerly known as Bank One Delaware,
NA), Parent, the Borrower and UAL Loyalty Services, Inc.) and the amount
of the revenue recorded during such period on account of the miles so purchased
by Bank One pursuant to such agreement during such period and prior periods;
(xii) for the period commencing on the first fiscal month period ending
on September 30, 2004 and ending on the fiscal month period ending on January
31, 2005, in the event that the average price of fuel during any fiscal
month period exceeds the price of fuel reflected in the updated business
plan delivered by the Borrower to the Agents on July 13, 2004 for such
fiscal month period, the amount (not to exceed $20,000,000 for such fiscal
month period) by which Borrower's expenditures for fuel for such fiscal
month period exceeds the Borrower's projected expenditures for fuel for
such fiscal month period in such business plan; (xiii) for the period commencing
on the first fiscal month period ending on February 28, 2005, in the event
that the average price of fuel during any fiscal month period exceeds the
price of fuel reflected in the updated business plan delivered by the Borrower
to the Agents on January 25, 2005 for such fiscal month period, the amount
(not to exceed $20,000,000 for such fiscal month period) by which Borrower's
expenditures for fuel for such fiscal month period exceeds the Borrower's
projected expenditures for fuel for such fiscal month period in such business
plan; and (xiv) if, prior to April 30, 2005, United has entered into a
final agreement under which the services provided by Air Wisconsin Airlines
Corporation as of January 25, 2005 shall be provided by a replacement carrier
or carriers on forward-looking terms more favorable than the terms of the
Air Wisconsin Airlines Corporation service arrangement existing on January
25, 2005 and as incorporated into the Borrower's business plan delivered
to the Agents on January 25, 2005, a one time expense in an amount not
in excess of $84,000,000 incurred as a result of Air Wisconsin Airlines
Corporation's replacement, less (b) extraordinary gains (including,
without limitation, cash or other one time gains in connection with a replacement
of Air Wisconsin in accordance with clause (a)(xiv) above) plus
or minus (c) the amount of cash received or expended in such period
in respect of any amount which, under clause (a)(viii) above, was taken
into account in determining EBITDAR for such or any prior period, provided,
however,
that (X) a one-time amount not in excess of $50,000,000 paid in respect
of the Chicago O'Hare municipal bond transaction relating to the out-of-period
portion (relating to 2003) of rent expense, and a one-time amount not in
excess of $50,000,000 so paid relating to the out-of-period portion (relating
to 2004) of such rent expense and (Y) a one-time amount not in excess of
$9,000,000 paid in respect of the San Francisco municipal bond transaction
relating to the out-of-period portion (relating to 2003) of rent expense,
and a one-time amount not in excess of $9,000,000 so paid relating to the
out-of-period portion (relating to 2004) of such rent expense, shall not
be so deducted for purposes of this clause (c).

 
"Maturity Date" shall mean September 30, 2005.

 
"Orders" shall mean the Interim Order and the Final Order of the
Bankruptcy Court referred to in Sections 4.01(b) and 4.02(d) and the Seventh
Amendment Order, the Eighth Amendment Order and the Tenth Amendment Order.

                   
(B)            inserting
the following new definitions of the terms "Mortgage Amendment No. 3"
and "Tenth Amendment Order" in appropriate alphabetical order:


"Mortgage Amendment No. 3" shall mean that certain Third Amendment
to the Aircraft Mortgage dated as of February __, 2005.
"Tenth Amendment Order" shall mean an order of the Bankruptcy
Court in form and substance reasonably satisfactory to the Agents approving
the execution of the Waiver, Consent and Tenth Amendment dated as of January
26, 2005.

        , and (C) amending the definition
of the term "Adjusted LIBOR Rate" by deleting the phrases "the greater
of    (A)" and "and (B) 3%" appearing in the first sentence
thereof.

       6.     Amendments
to Section 2.08. Section 2.08 of the Credit Agreement is hereby amended
by (A) deleting the amount "4.0%" appearing in subsection (a) thereof and
inserting in lieu thereof the amount "3.5%" and (B) deleting the amount
"5.0%" appearing in subsection (b) thereof and inserting in lieu thereof
the amount "4.5%".

        7.    Amendment
to Section 2.21. Section 2.21 of the Credit Agreement is hereby amended
by deleting the words "five percent (5.0%)" appearing in clause (i) of
the first sentence thereof and inserting in lieu thereof the words "four
and one-half percent (4.5%)".

        8.    Amendment
to Section 2.23. Section 2.23 of the Credit Agreement is hereby amended
by (A) deleting the clause "(y) [Intentionally omitted]"appearing
in the parenthetical at the end of clause (a)(ii) thereof and (B) inserting
in lieu thereof the following new clause (y):



"(y) that certain parcel of real property referred to in clause (xxi)
of Section 6.01 of the Credit Agreement"

        9.     Amendment
to Section 6.01. Section 6.01 of the Credit Agreement is hereby amended
by (A) deleting the word "and" immediately preceding clause (xx) appearing
therein and (B) inserting the following new clause (xxi):


"and (xxi) first priority Liens on that certain parcel of real property
known as the Borrower's

HNL Seaside Hotel located at 342 Seaside Ave., Waikiki, Honolulu, HI
96815 (but not on

any personal property therein), in favor of Westchester Insurance Company
("Westchester")

in connection with the release of  Westchester's lien  on
that certain  parcel of real  property

located on Linneman Road in Elk Grove Village, IL"

        10.    Amendment
to Section 6.04. Section 6.04(c) of the Credit Agreement is hereby
deleted in its entirety and replaced with the following new subsection
(c):


"(c) Make  Capital Expenditures  during  the  period 
commencing  on  January 1,  2005 and

ending on September 30, 2005 in an aggregate amount  in excess 
of $225,000,000  plus the

amount equal to 50% of  the amount, if any,  by  which 
$375,000,000 exceeds  the  amount

of Capital Expenditures made  during  the period  commencing 
on April 1, 2004 and  ending

on December 31, 2004, and, promptly after the end of each fiscal 
month, commencing  with

the fiscal month ending January 31, 2005, the  Borrower shall 
deliver   report  showing  that

during the period commencing January 1, 2005 through the end of 
such fiscal month  Capital

Expenditures  made   by   the  
Borrower  and   the  Guarantors   shall  
have  not   exceeded

$225,000,000 in the aggregate plus the amount equal to 50% of the amount,
if any, by which

$375,000,000   exceeds  the   amount 
of  Capital   Expenditures  made   during 
the   period

commencing on April 1, 2004 and ending on December 31, 2004."

        11.    Amendments
to Section 6.05. (A) Section 6.05(b) of the Credit Agreement is hereby
amended by (i) deleting from the table appearing therein the dates "February
28, 2005", "March 31, 2005", "April 30, 2005" and "May 31, 2005" and the
amounts appearing opposite such dates and (ii) inserting the following
in lieu thereof, with the date appearing under the column heading "Month"
and the amount appearing under the column heading "EBITDAR":

 
	Month	EBITDAR
	February 28, 2005	$960,000,000
	March 31, 2005	$783,000,000
	April 30, 2005	$725,000,000
	May 31, 2005	$672,000,000
	 	 



                     
(B) Section 6.05(b) of the Credit Agreement is hereby amended by inserting
the following at the foot of the table appearing therein, as such table
has been amended pursuant to paragraph 11(A) of this Amendment, with the
date appearing under the column heading "Month" and the amount appearing
under the column heading "EBITDAR":

 
	June 30, 2005	$639,000,000
	July 31, 2005	$629,000,000
	August 31, 2005	$796,000,000



      12.      Amendment
to Section 6.13.  Section 6.13 to the Credit Agreement is hereby
deleted in its entirety and replaced with the following new Section 6.13:
                   
"Section 6.13.  Minimum Cash.  Permit cash and
cash equivalents  (net of cash  maintained in

                   
the Escrow Accounts) to be less than $750,000,000, provided that
if cumulative consolodated

                   
EBITDAR (for purposes of this Section 6.13,  clauses (a)(xiii) and
(a)(xiv)  of the  definition of

                   
EBITDAR  shall not be included in the  calculation of EBITDAR) 
for the twelve month  period

                   
ending  on  June 30, 2005 equals  or exceeds  $777,000,000, 
the  Borrower and  each of  the

                   
Guarantors  will  not permit cash and  cash equivalents 
(net of cash  maintained  in the  Escrow

                   
Accounts) to be less than $600,000,000."

           13.     
Amendment to Cover Page.  The cover page of the Credit Agreement
is hereby amended by deleting the

name "JPMORGAN CHASE BANK" appearing thereon and replacing it with
the name "JPMORGAN CHASE BANK, N.A. (formerly known as JPMorgan Chase Bank)".


ARTICLE IV.  Miscellaneous


           14.     
Conditions to Waiver and Consent Effectiveness.  The (i) waivers
set forth in Article II of this Amendment, (ii) consents (and modifications
to the Loan Documents) set forth in Article III of this Amendment, (iii)
amendment to the term "EBITDAR" set forth in Paragraph 5(A) of this Amendment
and (iv) amendments set forth in Paragraph 11(A) of Article IV of this
Amendment, shall not become effective until the date (the "Waiver and
Consent Effective Date") on which this Amendment shall have been executed
by the Borrower, the Guarantors and the Required Lenders and each Agent
shall have received evidence reasonably satisfactory to it of such execution;
provided
that the consents and modifications set forth in Paragraphs 3(A)(i), 3(A)(ii),
3(B) and 3(C) of this Amendment shall be deemed terminated and to have
been of no further force or effect immediately prior to the conversion
of UAL Loyalty Services, Inc. into UAL Loyalty Services, LLC, unless each
Agent shall have received (x) an acknowledgement substantially in the form
attached hereto as Exhibit F executed by UAL Loyalty Services, LLC and
(y) an acknowledgement substantially in the form attached hereto as Exhibit
G executed by the Borrower, in each case substantially contemporaneously
with such conversion.

            15.    
Conditions to Amendment Effectiveness.  The amendments set
forth in Paragraphs 5 (other than the amendment with respect to the definition
of "EBITDAR"), 6, 7, 8, 9, 10, 11(B), 12 and 13 of Article IV of this Amendment
shall not become effective until the date (the "Amendment 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 each of the Lenders and each Agent
shall have received evidence reasonably satisfactory to it of such execution
(provided, that if this Amendment is executed by fewer than all
of the Lenders but is executed by Lenders constituting the Super-majority
Lenders, then this Amendment may nonetheless become effective in accordance
with the provisions of Section 10.10(b) of the Credit Agreement and the
Tranche A Commitment and/or the Tranche B Commitment, as the case may be,
of one or more of the Super-majority Lenders shall be increased as more
fully set forth in paragraph 16 below).

                   
(B) Bankruptcy Court Order; Payment of Fees. By no later than February
21, 2005, (i) the Bankruptcy Court shall have entered an order reasonably
satisfactory in form and substance to the Agents (x) approving the terms
of this Amendment to the extent required by the Bankruptcy Code and (y)
authorizing the payment by the Borrower of the fees referred to in that
certain Tenth Amendment Fee Letter dated the date hereof, (ii) 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 and (iii) the
order referred to above shall be in full force and effect, and shall not
have been vacated, stayed, reversed, modified or amended in any respect
that the Agents reasonably determine to be adverse to the interests of
the Lenders; and, if such order is the subject of a pending appeal in any
respect, the continued performance by the Borrower or any of the Guarantors
of any of their respective obligations under the Credit Agreement or under
the Loan Documents or under any other instrument or agreement referred
to therein shall not be the subject of a presently effective stay pending
appeal.

                   
(C) Opinions of Counsel.  The Agents and the Collateral Agent
shall have received:

                                   
(i)        a favorable written opinion
of Kirkland & Ellis LLP, counsel to the Borrower and the Guarantors,
dated the Amendment Effective Date, substantially in the form of Exhibit
H; and

                                   
(ii)        a favorable written opinion
of McAfee & Taft, special counsel to the Agents, dated the Amendment
Effective Date, with respect to the Liens of the Aircraft Mortgage, and
reasonably satisfactory in form and substance to the Collateral Agent.

                   
(D) Corporate and Judicial Proceedings.  All corporate and
judicial proceedings and all instruments and agreements in connection with
the transactions among the Borrower, the Guarantors, the Agents and the
Lenders contemplated by this Amendment shall be reasonably satisfactory
in form and substance to the Lenders, and the Agents and the Lenders shall
have received all information and copies of all documents and papers, including
records of corporate and judicial proceedings, which the Agents may have
reasonably requested in connection herewith, such documents and papers
where appropriate to be certified by proper corporate, governmental or
judicial authorities.

                   
(E) Mortgage Amendment.  The Borrower shall have duly executed
and delivered to the Collateral Agent a Mortgage Amendment, in substantially
the form of Exhibit I, and the Collateral Agent shall have received evidence
that the Mortgage Amendment has been recorded with the FAA.

            16.    
Implementation of Section 10.10(b) of the Credit Agreement.

                   
(A) This Amendment has been executed by Lenders constituting the Super-majority
Lenders and, pursuant to Section 10.10(b) of the Credit Agreement, the
amendments set forth in Paragraphs 5 (other than the amendment with respect
to the definition of "EBITDAR"), 6, 7, 8, 9, 10, 11(B), 12 and 13 of Article
IV of this Amendment shall become effective upon satisfaction of the conditions
set forth in paragraph 15 above. On the Amendment Effective Date, (i) the
Tranche A Commitments and the Tranche B Commitments, as the case may be,
of the Minority Lenders shall be terminated, (ii) the Tranche A Commitments
and/or the Tranche B Commitments of certain of the Super-majority Lenders
(the "Increasing Lenders") shall be increased so that on and after
the Amendment Effective Date the Tranche A Commitments and the Tranche
B Commitments of all of the Super-majority Lenders (including the Increasing
Lenders) shall equal the Total Commitment, (iii) the Increasing Lenders
shall make additional non-pro rata Loans to the Borrower in an aggregate
amount necessary to repay in full the outstanding Loans of the Minority
Lenders and in accordance with their respective Tranche A Commitment Percentages
and Tranche B Commitment Percentages after giving effect to the increases
referred to in the preceding clause, (iv) if any Letters of Credit are
outstanding on the Amendment Effective Date, the undivided interests and
participations therein of Minority Lenders that are Tranche A Lenders before
giving effect to this Amendment shall terminate and each of the Increasing
Lenders shall be deemed to have purchased from the Fronting Bank pursuant
to Section 2.03(e) of the Credit Agreement an undivided interest and participation
in such Letters of Credit to the extent of the increase in such Increasing
Lender's Tranche A Commitment Percentage, (v) the Borrower shall pay any
accrued but unpaid interest and Fees owing to the Minority Lenders as of
the Amendment Effective Date and (vi) the Minority Lenders shall no longer
be Lenders under the Credit Agreement.

                   
(B) Annex A to the Credit Agreement is hereby replaced in its entirety
by the revised Annex A attached hereto as Exhibit J. The Tranche A Commitment
and the Tranche B Commitment of each of the Super-majority Lenders after
giving effect to this paragraph 16 is reflected on revised Annex A.

                   
(C) The signature pages of the Credit Agreement are hereby amended to conform
to the signature pages hereto.

            17.    
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.

            18.    
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, including the reasonable fees
and disbursements of special counsel to the Agents.

            19.    
Representations and Warranties. The Borrower represents and warrants
to the Lenders, to induce the Lenders to enter into this Amendment, that
no Event of Default or event with the passage of time would constitute
an Event of Default (other than the Events of Default described in Article
II herein) exists on the date 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 such representation or warranty shall be true and correct
in all material respects as of such date.

            20.    
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.

            21.    
Amendment and Restatement. Upon the occurrence of the Amendment
Effective Date, (a) the Credit Agreement will be deemed to have been amended
and restated to reflect all of the changes made to the Credit Agreement
through and including the Amendment Effective Date of this Amendment, and
(b) the Agents will promptly make available to the Borrower, the Guarantors
and the Lenders a composite conformed copy of the Credit Agreement reflecting
such amendment and restatement.

            22.    
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

            23.    
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 Tenth 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 R. Lovejoy

      Title:    Senior 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 R. Lovejoy

      Title:    Senior Vice
President & Secretary





 
	LENDERS:
	 
	ACC CBNA LOAN FUNDING LLC, AS ASSIGNEE
By: ACC CBNA Loan Funding, for itself or as agent for

      ACC CFPI Loan Funding LCC

By: /s/ Chi. S. Lee 

      Name: Chi. S. Lee

      Title:    Vice President

	 
	 
	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/ Kevin Ulrich 

           
Name: Kevin Ulrich

           
Title:    Managing Member

	 
	 
	ANCHORAGE CROSSOVER CREDIT OFFSHORE MASTER FUND, LTD.
By: /s/ Kevin Ulrich 

      Name: Kevin Ulrich

      Title:    Managing Member

	 
	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

	 
	 
	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 Member

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

Its: Investment Manager

By: ARES CLO GP IX, 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

	 
	 
	AURUM CLO 2002-1 LTD.
By: Columbia Management Advisors, Inc. as Investment Manager

      By: /s/ Mark S. Pelletier 

           
Name: Mark S. Pelletier

           
Title: Director

	 
	 
	AVL LOAN FUNDING LLC
By: /s/ Jason Trala 

      Name: Jason Trala

      Title:   Attorney-In-Fact

	 
	 
	AZURE FUNDING
By: /s/ Samuel C. Bouchot(?) 

      Name: Samuel C. Bouchot

      Title: Vice President

	 
	 
	BABSON CLO LTD 2003-I

BABSON CLO LTD 2004-I

BABSON CLO LTD 2004-II

SUFFIELD CLO, LIMITED
By: Babson Capital Management LLC as Collateral

      Manager

      By: /s/ Russel D. Morrison

           Name:
Russel D. Morrison

           Title:   
Managing Director

	 
	 
	BAYERISCHE LANDESBANK
By: /s/ Oliver S. Hildenbrand 

      Name: Oliver S. Hildenbrand, CFA

      Title:    First Vice
President

By: /s/ Cornelia Wintergerst 

      Name: Cornelia Wintergerst

      Title:    Vice President

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

      Advisor

      By: /s/ Russell D. Morrison 

           
Name: Russel D. Morrison

           
Title:    Managing Director

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

      Name: Alan Corkish

      Title:    Director

	 
	 
	BLUE SQUARE FUNDING LIMITED SERIES 3
By: /s/ Alice L .Wagner 

      Name: Alice L. Wagner

      Title:    Vice President

	 
	 
	BUSHNELL CBNA LOAN FUNDING LLC, FOR ITSELF OR AS AGENT
FOR BUSHENELL CFPI LOAN FUNDING LLC
By: /s/ Suzanne Smith 

      Name: Suzanne Smith

      Title:   Attorney-In-Fact

	 
	 
	CANADIAN IMPERIAL BANK OF COMMERCE
By: /s/ Charles Henry 

      Name: Charles Henry

      Title:    Authorized
Signatory

By: /s/ John O' Dowd 

      Name: John O' Dowd

      Title:    Authorized
Signatory

	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

	 
	 
	CARLYLE HIGH YIELD PARTNERS, L.P.
By: /s/ Linda Pace 

      Name: Linda Pace

      Title: Managing Director

	 
	 
	CARLYLE HIGH YIELD PARTNERS IV, LTD.
By: /s/ Linda Pace 

      Name: Linda Pace

      Title:    Managing Director

	 
	 
	CARLYLE HIGH YIELD PARTNERS VI, LTD.
By: /s/ Linda Pace 

      Name: Linda Pace

      Title:    Managing Director

	 
	 
	CARLYLE LOAN INVESTMENT, LTD.
By: /s/ Linda Pace 

      Name: Linda Pace

      Title:    Managing Director

	 
	 
	CARLYLE LOAN OPPORTUNITY FUND
By: /s/ Linda Pace 

      Name: Linda Pace

      Title:    Managing Director

	 
	 
	CASPIAN CAPITAL PARTNERS, L.P.
By: Mariner Investment Group

By: /s/ Charles R. Howe II 

      Name: Charles R. Howe II

      Title:    Treasurer

	 
	 
	CENTURION CDO II, LTD.
By: American Express Asset Management Group, Inc. as

      Collateral Manager

      By: /s/ Vincent P. Pham 

           
Name: Vincent P. Pham

           
Title:    Director-Operations

	 
	 
	CENTURION CDO VI, LTD.
By: American Express Asset Management Group, Inc. as

      Collateral Manager

      By: /s/ Vincent P. Pham 

           
Name: Vincent P. Pham

           
Title:    Director-Operations

	 
	 
	CENTURION CDO VII, LTD.
By: American Express Asset Management Group, Inc. as

      Collateral Manager

      By: /s/ Vincent P. Pham 

           
Name: Vincent P. Pham

           
Title:    Director-Operations

	 
	 
	CENTURION CDO 8, LIMITED
By: American Express Asset Management Group, Inc. as Collateral Manager

      By: /s/ Vincent P. Pham 

           
Name: Vincent P. Pham

           
Title:    Director-Operations

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

      Name: Vincent Belcastro

      Title:    Vice President

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

      Name: Jason Trala

      Title:    Attorney-In-Fact

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

      Name: James J. McCarthy

      Title:    Director/Vice
President

	
	
	CITY OF SAN DIEGO EMPLOYEES' RETIREMENT SYTEM
By: /s/ Lara Mulpagano 

      Name: Lara Mulpagano

      Title:    COO

	
	
	C.M. LIFE INSURANCE COMPANY
By: Babson Capital Management LLC, as Investment

      Advisor

      By: /s/ Russell D. Morrison 

           
Name: Russel D. Morrison

           
Title:    Managing Director

	
	
	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

	
	
	CSFB ALTERNATIVE CAPITAL, INC. AS ADVISOR TO DIVERSIFIED
CREDIT STRATEGIES FUND, AND LSPENARD STREET CREDIT FUND
By: /s/ Nasser Ahmad 

      Name: Nasser Ahmad

      Title:    Managing Director

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

      Name: Meredith J. Koslick

      Title:    Assistant Vice
President

	 
	 
	Investors Bank & Trust Company as Sub-custodian Agentof
CYPRESSTREE
INTERNATIONAL LOAN HOLDING COMPANY LIMITED
By: /s/ Martha Hadeler 

      Name: Martha Hadeler

      Title: Managing Director

By: /s/ Richard E. Mohundro 

      Name: Richard E. Mohundro

      Title:    Managing Director 

	 
	 
	DEEPHAVEN DISTRESSED

OPPORTUNITIES TRADING LTD.
By: /s/ Bradley P. Bauer 

      Name: Bradley P. Bauer

      Title:    Assistant Portfolio
Manager

	 
	 
	DELAWARE STREET CAPITAL MASTER FUND, L.P.
By: /s/ Zachary Kempton 

      Name: Zachary Kempton

      Title:    Financial Controller,
DSC Advisors, L.P.

                
as Investment Manager to

                
Delaware Street Capital Master

                
Fund, L.P.

	 
	 
	Marathon Asset Management, LLC, as Investment Advisor to
DESJARDINS
FINANCIAL SECURITY LIFE ASSURANCE COMPANY
By: /s/ Louis Hanover 

      Name: Louis T. Hanover

      Title:    Chief Investment
Officer

	 
	 
	DEUTSCHE BANK AG NEW YORK BRANCH
By: DB Services New Jersey, Inc.

By: /s/ Edward Schaffer 

      Name: Edward Schaffer 

      Title:    Vice President

By: /s/ Jay Hopkins 

      Name: Jay Hopkins

      Title:    Assistant Vice
President

	 
	 
	EAST WEST BANK
By: /s/ Nancy A. 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 V 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

	 
	 
	ELF FUNDING TRUST I
By: Highland Capital Management, L.P. as Collateral 

      Manager

      By: /s/ Todd A. Travers 

           
Name: Todd A. Travers

           
Title:    Assistant Secretary

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

      Name: Meredith J. Koslick

      Title:    Assistant Vice
President

	 
	 
	EMERALD ORCHARD LIMITED
By: /s/ Masood Fikree 

      Name: Masood Fikree

      Title:    Attorney in
Fact

	 
	 
	FEINGOLD O'KEEFFE MASTER FUND, LTD.
By: /s/ Andrea S. Feingold 

      Name: Andrea S. Feingold

      Title:    Partner

	 
	 
	FIRST TRUST/FOUR CORNERS SENIOR FLOATING RATE INCOME
FUND II, 

as Lender
By: Four Corners Capital Management LLC,

      as Sub-Adviser

      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

           
Title:    Director

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

      By: /s/ Mark S. Pelletier 

           
Name: Mark S. Pelletier

           
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/ Marc K. Furstein 

      Name: Marc 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

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

      Name: Roger P. Tauchman

      Title: Duly Authorized Signatory

	 
	 
	GOLDMAN SACHS SPECIALTY LENDING

HOLDINGS, INC.
By: /s/ Albert Dombrowski 

      Name: Albert Dombrowski

      Title:    Vice President 

	 
	 
	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

	 
	 
	HARBOURVIEW CLO V, LTD.
By: /s/ Lisa Chaffee 

      Name: Lisa Chaffee

      Title:    AVP

	 
	 
	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:    Managing Director

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

      Company, Inc., as Portfolio Manager

      By: /s/ Martha Hadeler 

      Name: Martha Hadeler

      Title:    Managing Director

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

      Company, Inc., as Portfolio Manager

      By: /s/ Martha Hadeler 

      Name: Martha Hadeler

      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:    Assistant Secretary

                
Highland Capital Management,

                
L.P.

	 
	 
	HIGHLAND FLOATING RATE LIMITED LIABILITY COMPANY
By: Highland Capital Management, L.P.,

      its Investment Advisor

      By: /s/ Todd Travers 

      Name: Todd Travers

      Title:    Assistant Secretary

                
Highland Capital Management,

                
L.P.

	 
	 
	HIGHLAND LEGACY LIMITED
By: Highland Capital Management, 

      as Collateral Manager

      By: /s/ Todd Travers 

           Name:
Todd Travers

           Title:   
Assistant Secretary

                     
Highland Capital Management,

                     
L.P.

	 
	 
	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

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

      Name: Meredith J. Koslick

      Title:    Assistant Vice
President

	 
	 
	KIL LOAN FUNDING LLC
By: /s/ N. John Beal 

      Name: N. John Beal

      Title:    Authorized
Signatory

	 
	 
	LANDMARK IV CDO LIMITED
By: Aladdin Capital Management LLC,

      as Manager

By: /s/ Angela Bozorgmir

      Name: Angela Bozorgmir

      Title:    Director

	 
	 
	LAUREL RIDGE CAPITAL LP
By: /s/ Van Nguyen 

      Name: Van Nguyen

      Title:    Managing Partner

	 
	 
	LIGHTPOINT CLO 2004-1, LTD.

PREMIUM LOAN TRUST I, LTD.
By: /s/ Timothy S. Van Kirk 

      Name: Timothy S. Van Kirk

      Title:    Managing Director 

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

      as Collateral Manager

By: /s/ Todd Travers 

      Name: Todd Travers

      Title:    Assistant Secretary

                
Highland Capital Management,

                
L.P.

	 
	 
	LOAN FUNDING VIII LLC
By: Babson Capital Management LLC

      as Portfolio Manager

By: /s/ Russell D. Morrison 

      Name: Russell D. Morrison

      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.

	 
	 
	MAPLEWOOD (CAYMAN) LIMTED
By: Babson Capital Management LLC

      as Portfolio Manager

By: /s/ Russell D. Morrison 

      Name: Russell D. Morrison

      Title:    Managing Director

	 
	 
	MARATHON SPECIAL OPPORTUNITY MASTER FUND, LTD.
By: /s/ Louis Hanover 

      Name: Louis Hanover

      Title:    Chief Investment
Officer

	 
	 
	MARINER LDC
By: Mariner Invesment Group

By: /s/ Charles R. Howe II 

      Name: Charles R. Howe II

      Title:    Treasurer

	 
	 
	MARINER OPPORTUNITES FUND, LP
By: Mariner Investment Group

By: /s/ Charles R. Howe II 

      Name: Charles R. Howe II

      Title: Treasurer

	 
	 
	MASSACHUSETTS MUTUAL LIFE
INSURANCE CO.

By: Babson Capital Management LLC as Investment

      Advisor

By: /s/ Russell D. Morrison

      Name: Russell D. Morrison

      Title:    Managing Director

	 
	 
	METROPOLITAN WEST ALPHA TRAK 

500 FUND
By: /s/ Lara Mulpagano 

      Name: Lara Mulpagano

      Title:    COO

	 
	 
	MISSISSIPPI UNITED METHODIST

FOUNDATION, INC.
By: /s/ Lara Mulpagano 

      Name: Lara Mulpagano

      Title:    COO

	 
	 
	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/ Steven J. Robinson 

      Name: Steven J. Robinson

      Title:    Vice President

	 
	 
	NAVIGATOR CDO 2004, LTD.
By: Antares Asset Management Inc.,

      as Collateral Manager

By: /s/ Steven J. Robinson 

      Name: Steven J. Robinson

      Title:    Vice President

	 
	 
	NUVEEN FLOATING RATE INCOME

FUND
By: Symphony Asset Management LLC

By: /s/ Lenny Mason 

      Name: Lenny Mason 

      Title: Portfolio Manager

	 
	 
	NUVEEN FLOATING RATE INCOME

OPPORTUNITY FUND
By: Symphony Asset Management LLC

By: /s/ Lenny Mason 

      Name: Lenny Mason

      Title:    Portfolio Manager

	 
	 
	NUVEEN SENIOR INCOME FUND
By: Symphony Asset Management LLC

By: /s/ Lenny Mason 

      Name: Lenny Mason

      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/ Lisa Chaffee 

      Name: Lisa Chaffee

      Title:    Assistant Vice
President

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

      Name: Christopher L. Smith

      Title:    Authorized
Representative

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

as Collateral Manager

By: /s/ Todd Travers 

      Name: Todd Travers

      Title:    Assistant Secretary

                
Highland Capital Management,

                
L.P. 

	 
	 
	PIONEER FLOATING RATE TRUST
By: Highland Capital Management, L.P., its Sub-Advisor

By: /s/ Todd Travers

      Name: Todd Travers

      Title:    Assistant Secretary

                
Highland Capital Management,

                
L.P.

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

      Name: Jonathan Kolatch

      Title:    Principal

	 
	 
	SECURITY BENEFIT LIFE INSURANCE

COMPANY
By: Four Corners Capital Management LLC,

      as Sub-Adviser

By: /s/ Vijay Srinivasan 

      Name: Vijay Srinivasan

      Title:    Assistant Vice
President

	 
	 
	SEI INSTITUTIONAL MANAGED TRUST - HIGH YIELD BOND FUND
By: /s/ Lara Mulpagano 

      Name: Lara Mulpagano

      Title:    COO

	 
	 
	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: Babson Capital Management LLC under delegated authority from Massachussetts
Mutual Life Insurance Company as Collateral Manager

By: /s/ Russell D. Morrsion 

      Name: Russell D. Morrison

      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

	 
	 
	STATE UNIVERSITIES RETIREMENT SYSTEM OF ILLINOIS
By: /s/ Lara Mulpagano 

      Name: Lara Mulpagano

      Title:    COO

	 
	 
	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

	 
	 
	TRS STARK LLC
By: /s/ Edward Schaffer 

      Name: Edward Schaffer

      Title:    Vice President

	 
	 
	TRUMBULL THC2 LOAN FUNDING LLC, for itself or as agent
for Trumbull THC Ltd.
By: /s/ Suzanne Smith 

      Name: Suzanne Smith

      Title:    Attorney-In-Fact

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

      its General Manager

By: /s/ Derek Schier 

      Name: Derek Schier

      Title:    Managing Member

	 
	 
	UBS AG, STAMFORD BRANCH
By: /s/ Doris Mesa 

      Name: Doris Mesa

      Title:    Associate Director

                
Banking Products Services, US

By: /s/ Edward Cripps 

      Name: Edward Cripps

      Title:    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: WhiteHorse Capital Partners, LP, as Collateral Manager

By: /s/ Ethan M Underwood 

      Name: Ethan M Underwood

      Title:    Portfolio Manager

	 
	 
	WHITEHORSE II, LTD.
By: WhiteHorse Capital Partners, LP, as Collateral Manager

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/ Kathleen A. Zarn 

      Name: Kathleen A. Zarn

      Title:    Vice President