FIRST AMENDMENT



Exhibit 10.2
CONFORMED VERSION



WAIVER, CONSENT AND ELEVENTH AMENDMENT

TO REVOLVING CREDIT, TERM LOAN AND

GUARANTY AGREEMENT

            WAIVER,
CONSENT AND ELEVENTH AMENDMENT, dated as of April 8, 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 ("Citi"), 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, Citi, CIT Group and
GECC, the "Lenders"), JPMORGAN CHASE BANK, N.A. and CITICORP USA,
INC., 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 Effective Date (as hereinafter defined), the Lenders agree (A)
to waive the Events of Default described in Article II hereof, (B) to consent
to certain modifications of the Security and Pledge Agreement and the Aircraft
Mortgage, in each case as more fully set forth in Article III hereof and
(C) that the Credit Agreement be amended as set forth in Article IV, 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'
failure to timely provide copies of the notices such entities received
in connection with the PBGC's effort to involuntarily terminate the United
Airlines Pilot Defined Benefits Pension Plan, as required pursuant to Section
5.01(h) of the Credit Agreement, (ii) 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 this Article II had occurred and were continuing
at the time any Eurodollar Loans may have been continued and (iii) 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 (i) and (ii) of this paragraph.



 


ARTICLE III. Consents

           
3.    Consent to Amendment to Security and Pledge
Agreement. The Lenders hereby consent to, and authorize the Collateral
Agent to execute, an amendment to the Security and Pledge Agreement, substantially
in the form of Exhibit A attached hereto.

            4.  
Consent to Amendment to Aircraft Mortgage. The Lenders hereby consent
to, and authorize the Collateral Agent to execute, an amendment to the
Aircraft Mortgage, substantially in the form of Exhibit B attached hereto,
permitting the Borrower to lease Engines and Spare Engines (each as defined
in the Aircraft Mortgage) on a short-term basis (up to 120 days) to repair
customers and other third party air carriers under certain circumstances.

 

 




ARTICLE IV. Amendments


            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", 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, Mortgage Amendment
No. 4 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.
"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, the Tenth Amendment
Order and the Eleventh Amendment Order.

                   
; (B) inserting the following new definitions of the terms "AWAC",
"Mortgage Amendment No. 4" and "Eleventh Amendment Order"
in appropriate alphabetical order:



"AWAC" shall mean Air Wisconsin Airlines Corporation, a Delaware
corporation.
"Mortgage Amendment No. 4" shall mean that certain Fourth Amendment
to the Aircraft Mortgage dated as of April __, 2005.

"Eleventh 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 Eleventh Amendment dated as of
April __, 2005.

                   
; (C) amending the definition of the term "EBITDAR" by replacing
sub-clause (a)(xiv) appearing therein with the following new sub-clause:



"(xiv) a one time adjustment to EBITDAR for an expense in an amount
not in excess of $84,000,000 incurred as a result of replacing services
provided by AWAC on forward-looking terms that are more economically favorable
to the Borrower than the terms of the AWAC service arrangement existing
as of January 25, 2005"

                   
; and (D) amending the definition of the term "Ineligible Collateral
and Reserve Amount" by replacing sub-clause (f) appearing therein with
the following new sub-clause:


 "(f) an amount equal to the Orderly Liquidation Value of aircraft,
engines and spare engines that have been leased or sub-leased to third
parties, or spare parts that have been loaned to or exchanged with third
parties;"

            6.  
Amendment to Section 5.22. Section 5.22 of the Credit Agreement
is hereby amended by (A) deleting the word "Agent" appearing therein and
inserting in lieu thereof the word "Agents" and (B) deleting the date "March
31, 2005" appearing therein and inserting in lieu thereof the date "on
or before July 31, 2005".
            7.  
Amendment to Section 6.01. Section 6.01 of the Credit Agreement
is hereby amended by deleting the words "and April 15, 2005," appearing
in sub-clause (xx) thereof and inserting in lieu thereof the words ", April
15, 2005, July 15, 2005 and September 15, 2005,".

            8.  
Amendment to Section 6.03. Clause (xv) of Section 6.03 of the Credit
Agreement is hereby amended by inserting at the end thereof the words "at
any one time outstanding".

            9.  
Amendment to Section 7.01. Section 7.01 of the Credit Agreement
is hereby amended by deleting the words "and April 15, 2005" appearing
in sub-clause (r) thereof and inserting in lieu thereof the words ", April
15, 2005, July 15, 2005 and September 15, 2005".



 

ARTICLE V. Miscellaneous

            10.  
Conditions to Amendment and Consent Effective Date. The waivers
set forth in Article II of this Amendment, the consents in Article III
of this Amendment 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 the Required Lenders and each
Agent shall have received evidence reasonably satisfactory to it of such
execution.

                   
(B)    Bankruptcy Court Order; Payment of Fees. (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 Eleventh Amendment
Fee Letter dated the date hereof and (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.

                   
(C)    Opinions of Counsel. The Agents and the Collateral
Agent shall have received 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 Fourth Amendment
to the Aircraft Mortgage, in substantially the form of Exhibit B, and the
Collateral Agent shall have received evidence that such mortgage amendment
has been recorded with the FAA.

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

            13.  
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.

            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 Eleventh 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, LLC
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:
	 
	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: Vice President and Director

	 



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

Name: Vincent Belcastro

Title: Vice President

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

Name: Roger P. Tauchman

Title: Duly Authorized Signatory

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

Investment Manager

By: ARES CLO GP VI, LLC,

Its Managing Member

By: /s/ David A. Sachs 

Name: David A. Sachs

Title: Vice President

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

Investment Manager

By: ARES CLO GP VII, LLC,

Its General Partner

By: /s/ David A. Sachs 

Name: David A. Sachs

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/ David A. Sachs 

Name: David A. Sachs

Title: Vice President

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

Its: Investment Manager

By: ARES CLO GP IX, LLC,

Its: Its General Partner

By: /s/ David A. Sachs 

Name: David A. Sachs

Title: Vice President

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

Its: Investment Manager

By: ARES Enhanced Loan GP, LLC,

Its: Its General Partner

By: /s/ David A. Sachs 

Name: David A. Sachs

Title: Vice President




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

Its: Its: General Partner

By: /s/ David A. Sachs 

Name: David A. Sachs

Title: Vice President

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

Its: General Partner

By: /s/ David A. Sachs 

Name: David A. Sachs

Title: Vice President

	 
	 
	AVL LOAN FUNDING LLC
By: AVL Loan Funding LLC for itself or as agent for AVL2 Loan Funding
LLC

By: /s/ Dominic Blea 

Name: Dominic Blea

Title: Attorney-In-Fact

	 
	 
	AZURE FUNDING
By: /s/ Henry J. Sandlass 

Name: Henry J. Sandlass

Title: Managing Director




	 
	BUSHNELL CBNA LOAN FUNDING LLC 
By: Bushnell CBNA Loan Funding LLC, for itself or as agent for Bushnell
CFPI Loan Funding LLC 

By: /s/ Janet Haack 

Name: Janet Haack

Title: Attorney-In-Fact

	 
	 
	CANADIAN IMPERIAL BANK OF COMMERCE
By: /s/ John O'Dowd 

Name: John O'Dowd

Title: Authorized Signatory

By: /s/ [ILLEGIBLE]

Name: 

Title: Authorized Signatory

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

By: /s/ Charles R. Howe II 

Name: Charles R. Howe II

Title: Treasurer

	CITIBANK, N.A.
By: /s/ Shawn Hendrickson 

Name: Shawn Hendrickson

Title: Attorney-In-Fact




	 
	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

	

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

Name: Meredith J. Koslick

Title: Assistant 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

	 
	 
	EATON VANCE SHORT DURATION DIVERSIFIED INCOME FUND
By: Eaton Vance Management 

as Investment Advisor

By: /s/ Michael B. Botthof 

Name: Michael B. Botthof

Title: Vice President

	 
	 
	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

	 
	 
	FORTRESS PORTFOLIO TRUST, as Lender
By: Four Corners Capital Management LLC,

as Investment Manager

By: /s/ Vijay Srinivasan 

Name: Vijay Srinivasan

Title: Assistant Vice President

	 



	 
	GRAYSON & CO.
By: Boston Management and Research

as Investment Advisor

By: /s/ Michael B. Botthof 

Name: Michael B. Botthof

Title: Vice President

	

HARCH CLO II LIMITED
By: /s/ Michael E. Lewitt 

Name: Michael E. Lewitt

Title: Authorized Signatory

	 
	 
	INDOSUEZ CAPITAL FUNDING III, LIMITED
By: /s/ Alexander B. Kenna 

Name: Alexander B. Kenna

Title: Authorized Signatory

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

as Collateral Manager

By: /s/ Alexander B. Kenna 

Name: Alexander B. Kenna

Title: Director

	 
	 
	LAUREL RIDGE CAPITAL LP
By: /s/ Van Nguyen 

Name: Van Nguyen

Title: Managing Partner

	 



	 
	LIGHTPOINT CLO 2004-1 & PREMIUM LOAN TRUST I, LTD.

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

Name: Thomas A. Kramer

Title: Senior Managing Director & Chief 

Executive Officer

	

MARINER LDC
By: Mariner Invesment Group

By: /s/ Charles R. Howe II 

Name: Charles R. Howe II

Title: Treasurer

	 
	 
	MARINER OPPORTUNITIES FUND, L.P.
By: Mariner Investment Group

By: /s/ Charles R. Howe II 

Name: Charles R. Howe II

Title: Treasurer

	 
	 
	MUIRFIELD TRADING LLC
By: /s/ Meredith J. Koslick 

Name: Meredith J. Koslick

Title: Assistant Vice President

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

Name: Kevin J. Hickam

Title: Managing Director

Centre Pacific, LLC




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

Name: Christopher L. Smith

Title: Authorized Representative

	

SECURITY BENEFIT LIFE INSURANCE

COMPANY, as Lender
By: Four Corners Capital Management LLC,

as Sub-Adviser

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

	 
	 
	SPECTRUM INVESTMENT PARTNERS, LP
By: Spectrum Group Management LLC

as General Partner

By: /s/ Jeffrey A. Schaffer 

Name: Jeffrey A. Schaffer

Title: Managing Member

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

Name: Meredith J. Koslick

Title: Assistant Vice President




	 
	STONEHILL INSTITUTIONAL PARTNERS,

L.P.
By: /s/ Christopher Wilson 

Name: Christopher Wilson

Title: General Partner

	 
	 
	STEDMAN CBNA LOAN FUNDING LLC
By: Stedman CBNA Loan Funding LLC, for itself or as agent for Stedman
CFPI Loan Funding LLC 

By: /s/ Janet Haack 

Name: Janet Haack

Title: Attorney-In-Fact

 

TORONTO DOMINION (NEW YORK), LLC

By: /s/ Masood Fikree 

Name: Masood Fikree

Title: Authorized Signatory

	 
	 
	TRS FORE LLC
By: /s/ Alice L. Wagner 

Name: Alice L. Wagner

Title: Vice President

	 
	 
	TRS STARK LLC
By: /s/ Alice L. Wagner 

Name: Alice L. Wagner

Title: Vice President

	 



	 
	TRUMBULL THC2 LOAN FUNDING LLC, 
By: Trumbull THC2 Loan Funding LLC, for itself or as agent for Trumbull
THC2 CFPI 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/ Derek Schier 

Name: Derek Schier

Title: Managing Member

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

Name: Wilfred V. Saint

Title: Director

By: /s/ Richard L. Tavrow 

Name: Richard L. Tavrow

Title: Director

	 
	 
	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, 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

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

as Manager

By: /s/ Kathleen A. Zarn 

Name: Kathleen A. Zarn

Title: Vice President





 

 
EXHIBIT A

TO ELEVENTH AMENDMENT


FORM OF FIRST AMENDMENT TO

SECURITY AND PLEDGE SECURITY AGREEMENT
FIRST AMENDMENT TO SECURITY AND PLEDGE AGREEMENT


            FIRST
AMENDMENT, dated as of April 8, 2005 (the "Amendment"), to the SECURITY
AND PLEDGE AGREEMENT (the "Agreement"), dated as of December 24,
2002, made by UNITED AIR LINES, INC. ("United"), a Delaware corporation,
UAL CORPORATION, a Delaware corporation (the "Parent"), all of the
direct and indirect subsidiaries of United and the Parent (together with
United and the Parent, each a "Grantor" and collectively the "Grantors,
each such Grantor being a debtor and a debtor-in-possession in a case pending
under Chapter 11 of the Bankruptcy Code), to JPMORGAN CHASE BANK and CITICORP
USA, INC., acting as co-collateral agents (together, the "Collateral
Agent").


W I T N E S S E T H:


           
WHEREAS, the Grantors entered into a Revolving Credit, Term Loan and
Guaranty Agreement, dated as of December 24, 2002 (as heretofore amended,
modified, restated, extended or otherwise supplemented, and as in effect
on the date hereof, the "Credit Agreement") among the Borrower,
the Guarantors party thereto, the Collateral Agent and the Lenders from
time to time party thereto; and

           
WHEREAS, unless otherwise defined herein, terms defined in the Agreement
are used herein as defined therein; and

           
WHEREAS, the Borrower has requested that various amendments to the
Credit Agreement be effected pursuant to a Waiver, Consent and Eleventh
Amendment to the Credit Agreement dated as of the date hereof (the "Eleventh
Amendment"), and the Grantors have requested that certain amendments
be made to the Agreement pursuant to this Amendment;

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

            17.  
Amendments to Subsection 4(b). Subsection 4(b) of the Agreement
is hereby amended by inserting at the end of the first sentence appearing
therein the words ", other than to the extent that the legal name of any
such Grantor shall have changed in accordance with a corporate restructuring
or other transaction which is (A) not prohibited by Article VI of the Credit
Agreement and (B) carried out in accordance with the requirements appearing
in Section 5(e) of this Agreement."

            18.  
Amendment to Subsection 4(e). Subsection 4(e) of the Agreement is
hereby amended in its entirety to read as follows:

 


"The Pledged Shares (i) have been duly authorized and validly issued
and are fully paid and non-assessable, provided that the Grantors
do not represent or warrant that the Pledged Shares representing ownership
interests in (A) Covia LLC, (B) UAL Loyalty Services, LLC, (C) any limited
liability company other than Covia LLC and UAL Loyalty Services, LLC and
(D) corporations or other entities incorporated or formed in Guam, Bermuda
and Mexico are fully paid and non-assessable, and (ii) in the case of Pledged
Shares representing membership interests in any limited liability company
other than Covia LLC and UAL Loyalty Services, LLC, are not subject under
any operating agreement or other organizational document governing such
Pledged Shares to any requirement that the Grantor owning such membership
interests make any capital or equity call or contribution. None of the
Pledged Shares have been issued or transferred in violation of the securities
registration, securities disclosure or similar laws of any jurisdiction
to which such issuance or transfer is subject."

                   
19.    Amendment to Section 5. Section 5 of the Agreement
is hereby amended by adding the following new Section 5(e):

 

"(e) Each Grantor agrees to furnish updated versions of Schedule 1(l)
or Schedule 4(b) to this Agreement (in each case to be reasonably satisfactory
to the Collateral Agent) in connection with the consummation of any corporate
restructuring or other transaction which is not prohibited by Article VI
of the Credit Agreement to the extent that updating such schedules is necessary
to permit each Grantor to make the representations and warranties set forth
in Section 4, provided that, no such corporate restructuring or
other transaction shall be consummated unless the Grantors shall have provided
the Collateral Agent with (A) at least fifteen (15) days' prior written
notice of any such restructuring or other transaction and (B) prior to
the effective date of such proposed corporate restructuring or other transaction,
any documentation reasonably requested by the Collateral Agent to preserve
the pledges, liens and security interests granted in favor of the Collateral
Agent under this Agreement (including, without limitation, drafts of any
updated Schedules (in each case to be reasonably satisfactory to the Collateral
Agent) to this Agreement, replacement stock certificates if the name of
any Issuer is to be modified in connection with such restructuring or other
transaction and acknowledgements executed by any relevant Grantor as to
the pledges, liens and security interests granted in favor of the Collateral
Agent under this Agreement). Upon delivery of any updated Schedule in accordance
with the preceding sentence, the Schedule then in effect shall be replaced
in its entirety by the updated Schedule, and all representations and warranties
under this Agreement with respect to such Schedule shall thereafter relate
to the updated Schedule."

                   
20.    This Amendment shall not become effective until the
later of (a) the date on which this Amendment shall have been executed
by the Grantor and each Collateral Agent and each Collateral Agent shall
have received evidence satisfactory to it of such execution and (b) the
date on which the Collateral Agent shall have received evidence reasonably
satisfactory to it that each condition precedent to the effectiveness of
the Eleventh Amendment has occurred (or been waived) and remains in effect.
                   
21.    Except to the extent hereby amended, the Agreement
remains in full force and effect and is hereby ratified and affirmed.

                   
22.    The Borrower and each Guarantor 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 under the Credit
Agreement.

                   
23.    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 Agreement or any
other Loan Document, (b) to prejudice any right or rights which the Collateral
Agents or the Lenders may now have or have in the future under or in connection
with the Agreement, the Credit Agreement, any Loan Document or any of the
instruments or agreements referred to therein. Whenever the Agreement is
referred to in the Agreement, any Loan Document 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 Agreement as modified
by this Amendment.

                   
24.    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.

                   
25.    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 First Amendment
to Security and Pledge Agreement to be duly executed as of the day and
the year first written.

 

[signatures omitted in conformed version of Eleventh Amendment]


EXHIBIT B

TO ELEVENTH AMENDMENT


FORM OF FOURTH AMENDMENT TO

AIRCRAFT MORTGAGE
FOURTH AMENDMENT TO AIRCRAFT, spare engineS

AND SPARE PARTS

MORTGAGE AND SECURITY AGREEMENT


            THIS
FOURTH AMENDMENT TO AIRCRAFT, SPARE ENGINES AND SPARE PARTS MORTGAGE AND
SECURITY AGREEMENT dated as of April __, 2005 (this "Mortgage Amendment")
made by UNITED AIR LINES, INC., a Delaware corporation and a debtor-in-possession
under Chapter 11 of the Bankruptcy Code (the "Grantor"), in favor
of JPMORGAN CHASE BANK, N.A. (formerly known as JPMorgan Chase Bank)and
CITICORP USA, INC., acting as co-collateral agents (together, the "Collateral
Agent").

 

W I T N E S S E T H


            WHEREAS,
the Grantor and the Collateral Agent entered into that certain Aircraft,
Spare Engines and Spare Parts Mortgage and Security Agreement, dated as
of December, 24, 2002 (as heretofore amended, restated, extended, supplemented
or otherwise modified in writing from time to time, herein called the "Mortgage";
capitalized terms used herein but not defined shall have the meaning ascribed
to them in the Mortgage) in order to secure the Obligations of the Grantor
under that certain Revolving Credit, Term Loan and Guaranty Agreement,
dated as of December 24, 2002 (as amended, restated, extended, supplemented
or otherwise modified in writing from time to time, herein called the "Credit
Agreement"), among the Grantor, 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 Grantor (the "Parent")
and all of the direct and indirect subsidiaries of the Grantor 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 (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 ("Citi"),
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 thereto (together with JPMorgan Chase,
Citi, Bank One and CIT Group, the "Lenders"), JPMorgan Chase and
Citi, 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;
           
WHEREAS, the Mortgage was filed for recordation with the Federal Aviation
Administration along with the Aircraft, Spare Engines and Spare Parts Mortgage
and Security Agreement Supplement No. 1 ("Mortgage Supplement No. 1")
on December 24, 2002, and the Mortgage and Mortgage Supplement No. 1 were
recorded by the Federal Aviation Administration on February 26, 2003 as
Conveyance No. MM024558;

           
WHEREAS, the Mortgage was previously supplemented by the Aircraft,
Spare Engines and Spare Parts Mortgage and Security Agreement Supplement
No. 2, dated March 19, 2003, executed by Grantor, recorded by the Federal
Aviation Administration on March 26, 2003 and assigned Conveyance No. YY036809;

           
WHEREAS, the Mortgage was previously supplemented by the Aircraft,
Spare Engines and Spare Parts Mortgage and Security Agreement Supplement
No. 3, dated July 11, 2003, executed by Grantor, recorded by the Federal
Aviation Administration on August 1, 2003, as Conveyance No. H109394;

           
WHEREAS, the Mortgage was previously supplemented by the Aircraft,
Spare Engines and Spare Parts Mortgage and Security Agreement Supplement
No. 4, dated March 12, 2004, executed by Grantor, recorded by the Federal
Aviation Administration on April 23, 2004 and assigned Conveyance No. U083669;

           
WHEREAS, the Mortgage was previously supplemented by the Aircraft,
Spare Engines and Spare Parts Mortgage and Security Agreement Supplement
No. 5, dated August 25, 2004, executed by Grantor, recorded by the Federal
Aviation Administration on October 29, 2004 and assigned Conveyance No.
FF003509;

           
WHEREAS, the Mortgage was previously supplemented by the Aircraft,
Spare Engines and Spare Parts Mortgage and Security Agreement Supplement
No. 6, dated October 13, 2004, executed by Grantor, recorded by the Federal
Aviation Administration on November 18, 2004 and assigned Conveyance No.
ZZ030843;

           
WHEREAS, the Mortgage was previously supplemented by the Aircraft,
Spare Engines and Spare Parts Mortgage and Security Agreement Supplement
No. 7, dated October 29, 2004, executed by Grantor, recorded by the Federal
Aviation Administration on November 18, 2004 and assigned Conveyance No.
GG033321;

           
WHEREAS, the Mortgage was previously supplemented by the Aircraft,
Spare Engines and Spare Parts Mortgage and Security Agreement Supplement
No. 8, dated November 10, 2004, executed by Grantor, recorded by the Federal
Aviation Administration on December 16, 2004 and assigned Conveyance No.
H112344;

           
WHEREAS, the Mortgage was previously supplemented by the Aircraft,
Spare Engines and Spare Parts Mortgage and Security Agreement Supplement
No. 9, dated November 30, 2004, executed by Grantor, recorded by the Federal
Aviation Administration on December 16, 2004 and assigned Conveyance No.
R065812;

           
WHEREAS, the Mortgage was previously supplemented by the Aircraft,
Spare Engines and Spare Parts Mortgage and Security Agreement Supplement
No. 10, dated February 22, 2005, executed by Grantor, recorded by the Federal
Aviation Administration on March 24, 2005 and assigned Conveyance No. M006119;

           
WHEREAS, the Mortgage was previously amended by the First Amendment
to Aircraft, Spare Engines and Spare Parts Mortgage and Security Agreement
dated as of May 7, 2004 (the "First Mortgage Amendment"), executed
by Grantor and the Collateral Agent, recorded by the Federal Aviation Administration
on June 28, 2004 as Conveyance No. XX026858;

           
WHEREAS, the Mortgage was previously amended by the Second Amendment
to Aircraft, Spare Engines and Spare Parts Mortgage and Security Agreement
dated as of September 1, 2004 (the "Second Mortgage Amendment"),
executed by Grantor and the Collateral Agent, recorded by the Federal Aviation
Administration on October 20, 2004 as Conveyance No. FF003475;

           
WHEREAS, the Mortgage was previously amended by the Third Amendment
to Aircraft, Spare Engines and Spare Parts Mortgage and Security Agreement
dated as of February 22, 2005 (the "Third Mortgage Amendment"),
executed by Grantor and the Collateral Agent, recorded by the Federal Aviation
Administration on March 24, 2005 as Conveyance No. M006120;

           
WHEREAS, a listing of the Airframes, Engines, Spare Engines and Spare
Parts Locations currently subject to the Mortgage is attached as Exhibit
1 to this Mortgage Amendment;

           
WHEREAS, the parties to the Credit Agreement have entered into certain
amendments to the Credit Agreement;

           
WHEREAS, (a) a copy of the Credit Agreement as in effect on December
24, 2002 was attached to the Mortgage as Exhibit C, (b) an unexecuted composite
conformed copy of the Credit Agreement reflecting modifications made to
the Credit Agreement through and including the Seventh Amendment to Revolving
Credit, Term Loan and Guaranty Agreement dated as of May 7, 2004 was added
as Exhibit D to the Mortgage pursuant to the First Mortgage Amendment,
(c) Exhibit D to the Mortgage was replaced with an updated unexecuted composite
conformed copy of the Credit Agreement reflecting modifications made to
the Credit Agreement through and including the Waiver, Consent and Eighth
Amendment to Revolving Credit, Term Loan and Guaranty Agreement dated as
of July 22, 2004 pursuant to the Second Mortgage Amendment, and (d) Exhibit
D to the Mortgage was further replaced with an updated unexecuted composite
conformed copy of the Credit Agreement reflecting modifications made to
the Credit Agreement through and including the Waiver, Consent and Tenth
Amendment to Revolving Credit, Term Loan and Guaranty Agreement dated as
of February 22, 2004 pursuant to the Third Mortgage Amendment;

           
WHEREAS, the parties to the Credit Agreement have entered into that
certain Waiver, Consent and Eleventh Amendment to Revolving Credit, Term
Loan and Guaranty Agreement dated as of April 8, 2005 (the "Eleventh
Amendment"); and

           
WHEREAS, in connection with the execution of the Eleventh Amendment,
the Grantor and the Collateral Agent have agreed that the Mortgage shall
be amended as set forth herein subject to and upon the terms and conditions
set forth herein.

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

                   
26.    Amendment to Witnesseth Section. The fourth
paragraph appearing in the Witnesseth section of the Mortgage is hereby
amended to read in its entirety as follows:

           
WHEREAS, pursuant to that certain Revolving Credit, Term Loan and Guaranty
Agreement, dated as of December 24, 2002 (as previously amended, restated,
extended, supplemented or otherwise modified by that certain Waiver and
Amendment Letter dated as of February 7, 2003, that certain First Amendment
to Revolving Credit, Term Loan and Guaranty Agreement dated as of February
10, 2003, that certain Second Amendment to Revolving Credit, Term Loan
and Guaranty Agreement dated as of February 10, 2003, that certain Correction
Letter dated as of February 14, 2003, that certain Third Amendment to Revolving
Credit, Term Loan and Guaranty Agreement dated as of February 18, 2003,
that certain Fourth Amendment to Revolving Credit, Term Loan and Guaranty
Agreement dated as of March 27, 2003, that certain Waiver and Fifth Amendment
to Revolving Credit, Term Loan and Guaranty Agreement dated as of May 15,
2003, that certain Waiver and Sixth Amendment to Revolving Credit, Term
Loan and Guaranty Agreement dated as of October 10, 2003, that the Seventh
Amendment to Revolving Credit, Term Loan and Guaranty Agreement dated as
of May 7, 2004, that certain Waiver and Eighth Amendment to Revolving Credit,
Term Loan and Guaranty Agreement dated as of July 21, 2004, that certain
Waiver, Consent and Ninth Amendment to Revolving Credit, Term Loan and
Guaranty Agreement dated as of November 5, 2004, that certain Waiver, Consent
and Tenth Amendment to Revolving Credit, Term Loan and Guaranty Agreement
dated as of January 26, 2005, and that certain Waiver, Consent and Eleventh
Amendment to Revolving Credit, Term Loan and Guaranty Agreement dated as
of April 8, 2005 (the "Eleventh Amendment"), and as may be further
amended, restated, extended, supplemented or otherwise modified in writing
from time to time, the "Credit Agreement"; a copy of the Credit
Agreement as executed on December 24, 2002 is attached hereto as Exhibit
C; an unexecuted conformed copy of the Credit Agreement as amended through
and including the Eleventh Amendment is attached hereto as Exhibit D),
among the Grantor, UAL Corporation, the parent company of the Grantor (the
"Parent"), each of the direct and indirect Subsidiaries of the Grantor
from time to time party thereto, JPMorgan Chase Bank, N.A. (formerly known
as JPMorgan Chase Bank), Citicorp USA, Inc. and the other lenders from
time to time party thereto (collectively, the "Lenders"), JPMorgan
Chase Bank, N.A., (formerly known as JPMorgan Chase Bank) as Paying Agent,
and JPMorgan Chase Bank, N.A. (formerly known as JPMorgan Chase Bank) and
Citicorp USA, Inc. (each, as a Co-Administrative Agent and Co-Collateral
Agent), the Lenders have agreed to make the Loans to and issue Letters
of Credit on behalf of the Grantor;

                   
27.    Amendments to Section 2.01. Section 2.01(b)
of the Mortgage is hereby amended by (A) deleting the word "or" appearing
at the end of sub-section (vi) appearing therein; (B) deleting the period
appearing at the end of sub-section (vii) appearing therein and inserting
the word "or" at the end of such sub-section; and (C) inserting the following
new sub-section (viii) immediately following sub-section (vii):


 

"(viii) Notwithstanding anything to the contrary contained in Section
2.01(b)(vii), enter into a non-consecutive short term lease (i.e., for
a lease term of no longer than 120 days) of such Engine or Spare Engine
with any repair customer of the Grantors or any other Person which is a
Certificated Air Carrier or a Foreign Air Carrier, provided that,
(A) the aggregate number of Engines and Spare Engines leased as permitted
pursuant to this Section 2.01(b)(viii) at any one time shall not exceed
five (5) Engines or Spare Engines, (B) the aggregate Orderly Liquidation
Value of the Engines and Spare Engines leased at any time as permitted
pursuant to this Section 2.01(b)(viii) shall not exceed $17,000,000, (C)
the lease documentation for any Engine or Spare Engine leased as permitted
pursuant to this Section 2.01(b)(viii) shall (1) contain an acknowledgement
by the lessee party thereto of the perfected Lien of the Collateral Agent
under this Mortgage on such Engine or Spare Engine, (2) provide that the
Grantor shall be entitled to perform a boroscope examination on such Engine
or Spare Engine at the end of the lease period and (3) provide that the
lessee of such Engine or Spare Engine shall be responsible for a use fee
per cycle and a use fee per hour with respect to its utilization of such
Engine or Spare Engine during the term of the lease, (D) the Grantor shall
provide the Collateral Agent with (1) written notice of such lease no less
than one (1) day prior to the transfer of the Engine or Spare Engine subject
to such lease, (2) copies of the lease documentation with respect to each
such lease and (3) on or before the last Business Day of each month a report
identifying each Engine and Spare Engine subject to leases permitted pursuant
to this Section 2.01(b)(viii) and the Orderly Liquidation Value of such
leased Engines and Spare Engines and (E) the lessee under such lease is
not subject to a proceeding or final order under applicable bankruptcy,
insolvency or reorganization laws on the date the lease is entered into,"

                   
28.    Amendment to Exhibits. The Mortgage is hereby
amended by replacing Exhibit D thereto with Exhibit 2 to this Mortgage
Amendment.
                   
29.    Conditions to Amendment Effectiveness. The
amendments set forth in this Mortgage Amendment shall not become effective
until the date and time at which this Mortgage Amendment is filed for recordation
with the Federal Aviation Administration Aircraft Registry.

                   
30.    Costs and Expenses. The Grantor agrees that
its obligations set forth in Section 10.05 of the Credit Agreement shall
extend to the preparation, execution and delivery of this Mortgage Amendment,
including the reasonable fees and disbursements of special counsel to the
Agents (as defined in the Credit Agreement).

                   
31.    Representations and Warranties. The Grantor
represents and warrants to the Collateral Agent, to induce the Collateral
Agent to enter into this Mortgage Amendment, that each of the representations,
warranties and covenants made by the Grantor in the Mortgage 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 as of such date.

                   
32.    References. This Mortgage 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 Mortgage or any of the instruments or agreements referred
to therein or (b) to prejudice any right or rights which the Collateral
Agent may now have or have in the future under or in connection with the
Mortgage or any of the instruments or agreements referred to therein. Whenever
the Mortgage is referred to in the Mortgage, 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 Mortgage as modified by this Mortgage Amendment.

                   
33.    Counterparts. This Mortgage 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.

                   
34.    Applicable Law. This Mortgage Amendment shall
be governed by, and construed in accordance with, the laws of the State
of New York to the full extent provided in Section 6.05 of the Mortgage.

                   
35.    This Mortgage Amendment shall be construed as supplemental
to the Mortgage and shall form a part thereof, and the Mortgage is hereby
incorporated by reference herein and is hereby ratified, approved and confirmed.

 

 




[SIGNATURE PAGES TO FOLLOW]













           
IN WITNESS WHEREOF, the Grantor and the Collateral Agent have caused
this Fourth Amendment to Aircraft, Spare Engines and Spare Parts Mortgage
and Security Agreement to be duly executed by their respective officers
thereunto duly authorized.

UNITED AIR LINES, INC., as Grantor
By: ______________________________

Name:

Title:

 
JPMORGAN CHASE BANK, N.A., as Co-Collateral Agent
By: ______________________________

Name:

Title:

 
CITICORP USA, INC., as Co-Collateral Agent
By: ______________________________

Name:

Title:

 













Exhibit
1 to

Mortgage Amendment


DESCRIPTION OF AIRFRAMES, ENGINES,

SPARE ENGINES AND SPARE PARTS LOCATIONS
[omitted in conformed version of Eleventh Amendment]





Exhibit
2 to

Mortgage Amendment



 

 

 

EXHIBIT D

TO

AIRCRAFT, SPARE ENGINES AND SPARE PARTS

MORTGAGE AND SECURITY AGREEMENT

COMPOSITE CONFORMED CREDIT AGREEMENT

(THROUGH ELEVENTH AMENDMENT)

[omitted in conformed version of Eleventh Amendment]