CONSENT AND FIRST AMENDMENT TO REVOLVING CREDIT, TERM LOAN AND GUARANTY AGREEMENT

Exhibit 4.16

CONSENT AND FIRST AMENDMENT

TO REVOLVING CREDIT, TERM LOAN AND

GUARANTY AGREEMENT

CONSENT AND FIRST AMENDMENT, dated as of August 4, 2006 (the “Consent and Amendment”), to the REVOLVING CREDIT, TERM LOAN AND GUARANTY AGREEMENT, dated as of February 1, 2006, among UNITED AIR LINES, INC., a Delaware corporation (the “Borrower”), UAL CORPORATION, a Delaware corporation and the parent company of the Borrower (the “Parent”), and the direct and indirect domestic subsidiaries of the Parent, other than the Immaterial Subsidiaries, signatory thereto (the “Subsidiaries” and together with the Parent, each a “Guarantor” and collectively the “Guarantors”), JPMORGAN CHASE BANK, N.A., a national banking corporation (“JPMCB”), CITICORP USA, INC., a Delaware corporation (“CITI”), each of the other financial institutions from time to time party hereto (together with JPMCB and CITI, the “Lenders”), JPMCB and CITI, as co-administrative agents (together, the “Agents”) for the Lenders and JPMCB, 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 February 1, 2006 (as heretofore amended, modified or supplemented, and as in effect on the date hereof, the “Credit Agreement”); and

WHEREAS, the Borrower and the Guarantors have requested that, subject to the occurrence of the Effective Date (as hereinafter defined), the Lenders (i) consent to the amendments to the Aircraft Mortgage and the SGR Security Agreement described in Article II hereof and (ii) agree to amend the Credit Agreement as set forth in Article III hereof, all subject to and upon the terms and conditions set forth herein.

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

ARTICLE I. Definitions

1. As used herein, all terms that are defined in the Credit Agreement after giving effect to this Amendment shall have the same meanings herein.

ARTICLE II. Consents

2. Consents to Modification of Aircraft Mortgage and SGR Security Agreement.

(A) Consent to Amendment to Aircraft Mortgage. The Lenders hereby consent to, and authorize the Collateral Agents to execute, an amendment to the Aircraft Mortgage, substantially in the form of Exhibit A attached hereto, amending Section 2.01(b)(viii) of the Aircraft Mortgage to permit the Borrower to enter into non-consecutive short term leases of Engines or Spare Engines (each as defined in the Aircraft Mortgage) for terms not to exceed nine (9) months.

(B) Consent to Dispositions of Primary Route and Amendment to SGR Security Agreement. Notwithstanding anything to the contrary in Section 5.14(a) of the Credit Agreement, the Lenders hereby (i) consent to the discontinuation of non-stop service between Tokyo, Japan and Hong Kong and the potential loss of such Primary Route as a result thereof (upon the effectiveness of which consent by the Lenders, the Collateral Agents will, pursuant to Section 6(f)(i)(z) of the SGR Security Agreement, consent to the lease of one (1) pair of Primary Foreign Slots at Narita International Airport associated with the service between Tokyo, Japan and Hong Kong, with a term longer than one (1) season, and (ii) consent to, and authorize the Collateral Agents to execute, an amendment to the SGR Security Agreement, substantially in the form of Exhibit B attached hereto, which would, among other things, modify Schedules 4(f) and 4(h) to the SGR Security Agreement.

ARTICLE III. Amendment

3. Amendment to Section 6.08(b)(ii). Section 6.08(b)(ii) of the Credit Agreement is hereby amended by (A) deleting the word “or” appearing at the end of clause (A) thereof and inserting in lieu thereof a comma, (B) deleting the words “pursuant to” appearing in the beginning of clause (B) thereof and inserting in lieu thereof the words “in connection with” and (C) inserting the following new clause (C) at the end of Section 6.08(b)(ii):

“, or (C) in connection with any equity plan, stock plan or management plan in an amount equal to the withholding tax incurred in connection with (i) the vesting of restricted shares issued thereunder, (ii) the exercise of options granted thereunder, or (iii) any other award thereunder;”.

4. Amendment to Section 6.10(l). Section 6.10(l) of the Credit Agreement is hereby amended in its entirety to read as follows:

“advances to officers, directors and employees of the Borrower and the Guarantors in connection with (1) relocation expenses or signing bonuses for newly hired officers, directors or employees of the Borrower and the Guarantors, (2) travel expenses incurred in the ordinary course of business of the Borrower and the Guarantors and (3) pre-vacation payroll advances to the extent required by the collective bargaining agreements of the Borrower and the Guarantors”

5. Amendment to Schedule. Schedule 1.01(c) to the Credit Agreement is hereby replaced in its entirety with revised Schedule 1.01(c) attached hereto as Exhibit C.

ARTICLE IV. Miscellaneous

6. Conditions to Effectiveness. The consents set forth in Article II and the amendment set forth in Article III of this Consent and Amendment shall not become effective until the date (the “Effective Date”) this Consent and Amendment shall have been executed by the Borrower, the Guarantors and Lenders constituting Required Lenders, and each Agent shall have received evidence reasonably satisfactory to it of such execution.

7. 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.

8. Costs and Expenses. The Borrower agrees that its obligations set forth in Section 10.04 of the Credit Agreement shall extend to the preparation, execution and delivery of this Consent and Amendment.

9. Representations and Warranties. The Borrower represents and warrants to the Lenders, to induce the Lenders to enter into this Consent and Amendment, that no Event of Default or event that with the passage of time would constitute an Event of Default 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 case such representation or warranty was true and correct in all material respects as of such date.

10. References. This Consent and 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 Consent and Amendment.

11. Counterparts. This Consent and 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 or .pdf copy of a counterpart signature page shall serve as the functional equivalent of a manually executed copy for all purposes.

12. Applicable Law. This Consent and 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 Consent and Amendment to be duly executed as of the day and the year first written.

BORROWER:

UNITED AIR LINES, INC.

By:	/s/ Xxxxxxxx X. Xxxxx
	Name:	Xxxxxxxx X. Xxxxx
	Title:	Executive Vice President & CFO


GUARANTORS:

UAL CORPORATION

By:	/s/ Xxxxxxxx X. Xxxxx
	Name:	Xxxxxxxx X. Xxxxx
	Title:	Executive Vice President & CFO


UAL LOYALTY SERVICES, LLC

By:	/s/ Xxxx X. Xxxxxxx
	Name:	Xxxx Xxxxxxx
	Title:	Vice President and Secretary


MILEAGE PLUS HOLDINGS, INC.

By:	/s/ Xxxxxx X. Xxxxxx
	Name:	Xxxxxx X. Xxxxxx
	Title:	Senior Vice President, General Counsel & Secretary


MILEAGE PLUS MARKETING, INC.

By:	/s/ Xxxxxx X. Xxxxxx
	Name:	Xxxxxx X. Xxxxxx
	Title:	Senior Vice President, General Counsel & Secretary

Signature Pages to Consent and Amendment

UNITED AVIATION FUELS CORPORATION

By:	/s/ Xxxxxxxx X. Xxxxx
	Name:	Xxxxxxxx X. Xxxxx
	Title:	Vice President


MILEAGE PLUS, INC.

By:	/s/ Xxxxxxxx X. Xxxxx
	Name:	Xxxxxxxx X. Xxxxx
	Title:	Vice President


COVIA LLC

By:	/s/ Xxxxxxxx X. Xxxxx
	Name:	Xxxxxxxx X. Xxxxx
	Title:	President


AIR WIS SERVICES, INC.

By:	/s/ Xxxxxxxx X. Xxxxx
	Name:	Xxxxxxxx X. Xxxxx
	Title:	President


AIR WISCONSIN, INC.

By:	/s/ Xxxxxxxx X. Xxxxx
	Name:	Xxxxxxxx X. Xxxxx
	Title:	President


AMENITI TRAVEL CLUBS, INC.

By:	/s/ Xxxxx Xxxxxx
	Name:	Xxxxx Xxxxxx
	Title:	President

JPMORGAN CHASE BANK, N.A., as Collateral Agent and Lender

By:	/s/ Xxxxxxx X. Xxxxx
	Name:	Xxxxxxx X. Xxxxx
	Title:	Vice President


CITICORP USA, INC., as Collateral Agent and Lender

By:	/s/ Xxxxx X. XxXxxxxx
	Name:	Xxxxx X. XxXxxxxx
	Title:	Vice President and Director

Woolbourne LLC

By:	/s/ Xxxxxxxx Xxxxxx
	Name:	Xxxxxxxx Xxxxxx
	Title:	Authorized Signatory

LANDMARK III CDO LD
By:	Aladdin Capital Management LLC, as Manager

By:	/s/ Xxxxxx Xxxxxxxxx
	Name:	Xxxxxx Xxxxxxxxx
	Title:	Director

LANDMARK V CDO LTD
By:	Aladdin Capital Management LLC, as Manager

By:	/s/ Xxxxxx Xxxxxxxxx
	Name:	Xxxxxx Xxxxxxxxx
	Title:	Director

LANDMARK VI CDO LTD
By:	Aladdin Capital Management LLC, as Manager

By:	/s/ Xxxxxx Xxxxxxxxx
	Name:	Xxxxxx Xxxxxxxxx
	Title:	Director

LANDMARK VII CDO LTD
By:	Aladdin Capital Management LLC, as Manager

By:	/s/ Xxxxxx Xxxxxxxxx
	Name:	Xxxxxx Xxxxxxxxx
	Title:	Director

LANDMARK VIII CDO LTD
By:	Aladdin Capital Management LLC, as Manager

By:	/s/ Xxxxxx Xxxxxxxxx
	Name:	Xxxxxx Xxxxxxxxx
	Title:	Director

AMMC CLO III, LIMITED
By:	American Money Management Corp.,
	as Collateral Manager

By:	/s/ Xxxxxxx X. Eng
	Name:	Xxxxxxx X. Eng
	Title:	Senior Vice President

AMMC CLO IV, LIMITED
By:	American Money Management Corp.,
	as Collateral Manager

By:	/s/ Xxxxxxx X. Eng
	Name:	Xxxxxxx X. Eng
	Title:	Senior Vice President

AMMC CLO V, LIMITED
By:	American Money Management Corp.,
	as Collateral Manager

By:	/s/ Xxxxxxx X. Eng
	Name:	Xxxxxxx X. Eng
	Title:	Senior Vice President

AMMC CLO V, LIMITED
By:	American Money Management Corp.
	as Collateral Manager

By:	/s/ Xxxxxxx X. Eng
	Name:	Xxxxxxx X. Eng
	Title:	Senior Vice President

great american insurance company
By:	American Money Management Corp.,
	as Portfolio Manager

By:	/s/ Xxxxxxx X. Eng
	Name:	Xxxxxxx X. Eng
	Title:	Senior Vice President

great american life insurance company
By:	American Money Management Corp.,
	as Portfolio Manager

By:	/s/ Xxxxxxx X. Eng
	Name:	Xxxxxxx X. Eng
	Title:	Senior Vice President

AG ALPHA CREDIT MASTER LTD.


By:	/s/ Xxxxxxx Xxxxxx
	Name:	Xxxxxxx Xxxxxx
	Title:	COO

Northwoods Capital VII, LiMited
BY:	Xxxxxx, Xxxxxx & CO., L.P.
	AS Collateral Manager

[LENDER]

By:	/s/ Xxxxxxx Xxxxxxxx
	Name:	Xxxxxxx XxxXxxxx
	Title:	Managing Director

Northwoods Capital IV, LiMited
BY:	Xxxxxx, Xxxxxx & CO., L.P.
	AS Collateral Manager

[LENDER]

By:	/s/ Xxxxxxx Xxxxxxxx
	Name:	Xxxxxxx XxxXxxxx
	Title:	Managing Director

NORTHWOODS CAPITAL VI LIMITED
BY:	XXXXXX, XXXXXX & CO., L.P.
	AS COLLATERAL MANAGER

[LENDER]

By:	/s/ Xxxxxxx Xxxxxxxx
	Name:	XXXXXXX XXXXXXXX
	Title:	MANAGING DIRECTOR

NORTHWOODS CAPITAL V, LIMITED
BY:	XXXXXX, XXXXXX & CO., L.P.
	AS COLLATERAL MANAGER

[LENDER]

By:	/s/ Xxxxxxx Xxxxxxxx
	Name:	XXXXXXX XXXXXXXX
	Title:	MANAGING DIRECTOR

Apidos CDO I
By its Investment Advisor Apidos Capital Management,
LLC

By:	/s/ Xxxx X. Xxxxxxxxx
	Name:	XXXX X. XXXXXXXXX
	Title:	Managing Director

Apidos CDO II
By its Investment Advisor Apidos Capital Management,
LLC

By:	/s/ Xxxx X. Xxxxxxxxx
	Name:	XXXX X. XXXXXXXXX
	Title:	Managing Director

Apidos CDO III
By its Investment Advisor Apidoes Capital Management,
LLC

By:	/s/ Xxxx X. Xxxxxxxxx
	Name:	XXXX X. XXXXXXXXX
	Title:	Managing Director

ARES ENHANCED LOAN INVESTMENT STRATEGY, LTD.

By:	Ares Enhanced Loan Management, L.P.,
	Investment Manager

By:	Ares Enhanced Loan GP, LLC
	Its General Partner

By:	/s/ Xxxx Xxxxxxx
	Name:	Xxxx Xxxxxxx
	Title:	Vice President

ARES ENHANCED LOAN INVESTMENT STRATEGY II, LTD

By:	Ares Enhanced Loan Management II, L.P.,
	Investment Manager

By:	Ares Enhanced Loan XX XX, LLC
	Its General Partner

By:	/s/ Xxxx Xxxxxxx
	Name:	Xxxx Xxxxxxx
	Title:	Vice President

Ares IX CLO Ltd.

By:	Ares CLO Management IX, L.P.,
	Investment Manager

By:	Ares CLO GP IX, LLC,
	Its General Partner

By:	/s/ Xxxx Xxxxxxx
	Name:	Xxxx Xxxxxxx
	Title:	Vice President

CONFLUENT 2 LIMITED
By:	Ares Private Account Management I, L.P., as Sub-Manager

By:	Ares Private Account Management I GP, LLC, as General Partner

By:	Ares Management LLC, as Manager

By:	/s/ Xxxx Xxxxxxx
	Name:	Xxxx Xxxxxxx
	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/ Xxxx Xxxxxxx
	Name:	Xxxx Xxxxxxx
	Title:	Vice President

Ares VIII CLO Ltd.

By:	Ares CLO Management VIII, L.P.,
	Investment Manager

By:	Ares CLO GP VIII, LLC,
	Its General Partner

By:	/s/ Xxxx Xxxxxxx
	Name:	Xxxx Xxxxxxx
	Title:	Vice President

Ares VR CLO Ltd.

By:	Ares CLO Management VR, L.P.,
	Investment Manager

By:	Ares CLO GP VR, LLC,
	Its General Partner

By:	/s/ Xxxx Xxxxxxx
	Name:	Xxxx Xxxxxxx
	Title:	Vice President

Ares VIR CLO Ltd.

By:	Ares CLO Management VIR, L.P.,
	Investment Manager

By:	Ares CLO GP VIR, LLC,
	Its General Partner

By:	/s/ Xxxx Xxxxxxx
	Name:	Xxxx Xxxxxxx
	Title:	Vice President

Ares X CLO Ltd.

By:	Ares CLO Management X, L.P.,
	Investment Manager

By:	Ares CLO GP X, LLC,
	Its General Partner

By:	/s/ Xxxx Xxxxxxx
	Name:	Xxxx Xxxxxxx
	Title:	Vice President

Ares IIR CLO Ltd.

By:	Ares CLO Management IIR, L.P.,
	Investment Manager

By:	Ares CLO GP IIR, LLC,
	Its General Partner

By:	/s/ Xxxx Xxxxxxx
	Name:	Xxxx Xxxxxxx
	Title:	Vice President

Avenue CLO Fund, Limited
Avenue CLO II, Limited
Avenue CLO III, Limited
Avenue CLO, IV, Limited
Avenue CLO V, Limited


By:	/s/ Xxxxxxx X’ Xxxxxxx
	Name:	Xxxxxxx X’ Xxxxxxx
	Title:	Senior Portfolio Manager

BABSON CLO LTD. 2004-I
BABSON CLO LTD. 2004-II
BABSON CLO LTD. 2005-I
BABSON CLO LTD. 2006-I
BABSON CLO LTD. 2005-II
By:	Babson Capital Management LLC as Collateral Manager


By:	/s/ Xxxxxxx X. Xxxxxxx
	Name:	Xxxxxxx X. Xxxxxxx
	Title:	Managing Director

MASSACHUSETTS MUTUAL LIFE
INSURANCE COMPANY
By:	Babson Capital Management LLC as Investment Adviser


By:	/s/ Xxxxxxx X. Xxxxxxx
	Name:	Xxxxxxx X. Xxxxxxx
	Title:	Managing Director

XXXX & XXXXXXX XXXXX FOUNDATION
By:	Babson Capital Management LLC as Investment Adviser

By:	/s/ Xxxxxxx X. Xxxxxxx
	Name:	Xxxxxxx X. Xxxxxxx
	Title:	Managing Director

Bank of America, N.A.


By:	/s/ Xxxxxxx XxXxx
	Name:	Xxxxxxx XxXxx
	Title:	Vice President

CHAMPION HILLS FUNDING LLC


By:	/s/ Xxxxxxxxx X. Xxxxxxx
	Name:	Xxxxxxxxx X. Xxxxxxx
	Title:	Assistant Vice President

DIAMOND SPRINGS TRADING LLC


By:	/s/ Xxxxxxxxx X. Xxxxxxx
	Name:	Xxxxxxxxx X. Xxxxxxx
	Title:	Assistant Vice President

DUNES FUNDING LLC


By:	/s/ Xxxxxxxxx X. Xxxxxxx
	Name:	Xxxxxxxxx X. Xxxxxxx
	Title:	Assistant Vice President

Grand Central Asset Trust, EAP Series


By:	/s/ Xxxx Xxxxxxxx
	Name:	Xxxx Xxxxxxxx
	Title:	Attorney-in-Fact

Grand Central Asset Trust, ECL Series


By:	/s/ Xxxx Xxxxxxxx
	Name:	Xxxx Xxxxxxxx
	Title:	Attorney-in-Fact

Grand Central Asset Trust, BDC Series


By:	/s/ Xxx Xxxxx
	Name:	XXX XXXXX
	Title:	Attorney-in-Fact

Grand Central Asset Trust, HFV Series


By:	/s/ Xxxxx Xxxxxxx
	Name:	Xxxxx Xxxxxxx
	Title:	As attorney in fact

Grand Central Asset Trust, KMT Series


By:	/s/ Xxx Xxxxx
	Name:	XXX XXXXX
	Title:	Attorney-in-fact

Grand Central Asset Trust, PNT Series


By:	/s/ Xxx Xxxxx
	Name:	XXX XXXXX
	Title:	Attorney-in-fact

Grand Central Asset Trust, Single Name Series


By:	/s/ Xxx Xxxxx
	Name:	XXX XXXXX
	Title:	Attorney-in-fact

Bear Xxxxxxx Investment products Inc.


By:	/s/ Xxxx xxxxxxxxx
	Name:	xxxx xxxxxxxxx
	Title:	vice president

black diamond clo 2005-1, LTD.
By:	Black Diamond Capital Management, L.L.C., as Its Collateral Manager

By:	/s/ Xxxxx X. Xxxxx, Xx.
	Name:	Xxxxx X. Xxxxx, Xx.
	Title:	President & Managing Partner Black Diamond Capital Management, L.L.C.

BLACK DIAMOND CLO 2005-2, LTD.
By:	Black Diamond Capital Management,
L.L.C., as Its Collateral Manager

By:	/s/ Xxxxx X. Xxxxx, Xx
	Name:	Xxxxx X. Xxxxx, Xx.
	Title:	President & Managing Partner
		Black Diamond Capital Management, LLC.

BLACK DIAMOND CLO 2006-1 (CAYMAN), LTD.
By:	Black Diamond Capital Management,
L.L.C., as Its Collateral Manager

By:	/s/ Xxxxx X. Xxxxx, Xx.
	Name:	Xxxxx X Xxxxx, Xx.
	Title:	President and Managing Partner Black Diamond Capital Management, LLC.

BLACK DIAMOND INTERNATIONAL FUNDING LTD.


By:	/s/ Xxxxx Xxxxxxxxx
	Name:	Xxxxx Xxxxxxxxx
	Title:	Director

TRS 1 LLC
By:	Deutsche Bank trust Company Americas, its Sole Member
By:	DB Services New Jersey, Inc.

By:	/s/ Xxxxxxx Xxxxxxx
	Name:	Xxxxxxx Xxxxxxx
	Title:	Assistant Vice President




By:	/s/ Xxxxxxx X’Xxxxxx
	Name:	Xxxxxxx X’Xxxxxx
	Title:	Vice President

Boldwater CBNA Loan Funding LLC


By:	/s/ Xxxx Xxxxxxxx
	Name:	Xxxx Xxxxxxxx
	Title:	Attorney-in-fact

Canadian Imperial Bank of Commerce


By:	/s/ Xxxx X’Xxxx
	Name:	Xxxx X‘Xxxx
	Title:	Authorized Signatory




By:	/s/ Xxxxxx X. Xxxxxx
	Name:	Xxxxxx X. Xxxxxx
	Title:	Authorized Signatory

CS ADVISORS CLO I LTD., as a Lender
By:	CapitalSoure Advisors LLC, as Portfolio
	Manager and attorney-in-fact

By:	/s/ Xxxxx Xxxxx
	Name:	Xxxxx Xxxxx
	Title:	Vice President

Carlyle High Yield Partners IV, Ltd.
[LENDER]

By:	/s/ Xxxxx Xxxx
	Name:	Xxxxx Xxxx
	Title:	Managing Director

Carlyle High Yield Partners VI, Ltd.
[LENDER]

By:	/s/ Xxxxx Xxxx
	Name:	Xxxxx Xxxx
	Title:	Managing Director

Carlyle High Yield Partners VII, Ltd.
[LENDER]

By:	/s/ Xxxxx Xxxx
	Name:	Xxxxx Xxxx
	Title:	Managing Director

Carlyle Loan Investment, Ltd.
[LENDER]

By:	/s/ Xxxxx Xxxx
	Name:	Xxxxx Xxxx
	Title:	Managing Director

Carlyle Loan Opportunity Fund
[LENDER]

By:	/s/ Xxxxx Xxxx
	Name:	Xxxxx Xxxx
	Title:	Managing Director

Carlyle High Yield Partners IX, Ltd.
[LENDER]

By:	/s/ Xxxxx Xxxx
	Name:	Xxxxx Xxxx
	Title:	Managing Director

Carlyle High Yield Partners VIII, Ltd.
[LENDER]

By:	/s/ Xxxxx Xxxx
	Name:	Xxxxx Xxxx
	Title:	Managing Director

[LENDER] OLYMPIC CLO I, LTD

By:	/s/ Xxxx X. Xxxxxxxxx
	Name:	Xxxx X. Xxxxxxxxx
	Title:	Chief Operating Officer,
		(Manager)
		Centre Pacific, LLC

[LENDER] SIERRA CLO I, LTD


By:	/s/ Xxxx X. Xxxxxxxxx
	Name:	Xxxx X. Xxxxxxxxx
	Title:	Chief Operating Officer, (Manager) Centre Pacific, LLC

[LENDER] SIERRA CLO II LTD


By:	/s/ Xxxx X. Xxxxxxxxx
	Name:	Xxxx X. Xxxxxxxxx
	Title:	Chief Operating Officer, (Manager) Centre Pacific, LLC

[Lender] WHITNEY CLO I, LTD


By:	/s/ Xxxx X. Xxxxxxxxx
	Name:	Xxxx X. Xxxxxxxxx
	Title:	Chief Operating Officer, (Manager) Centre Pacific, LLC

WatchTower CLO I PLC
By:	Citadel Limited Partnership, Collateral Manager
By:	Citadel Investment Group, L.L.C., its General Partner

By:	/s/ Xxxxxx Xxxxxx
	Name:	Xxxxxx Xxxxxx
	Title:	Authorized Signatory

Xxxxxxx Capital Ltd.
By:	Citadel Limited Partnership, Portfolio Manager
By:	Citadel Investment Group, L.L.C., its General Partner

By:	/s/ Xxxxxxxxxxx X. Xxxxxx
	Name:	Xxxxxxxxxxx X. Xxxxxx
	Title:	Director and Associate General Counsel

AVL Loan Funding LLC


By:	/s/ Xxxx Xxxxxxxx
	Name:	Xxxx Xxxxxxxx
	Title:	Attorney-in-Fact

CITBANK, N.A.


By:	/s/ Xxxxxx X. Xxxxxxx
	Name:	XXXXXX X. XXXXXXX
	Title:	Attorney-in-Fact

Xxxxxxxxxx CBNA Loan Funding LLC

[LENDER]

By:	/s/ Xxxxxxx Xxxx
	Name:	Xxxxxxx Xxxx
	Title:	Attorney In Fact

CITICORP USA, INC.


By:	/s/ Xxxxxx X. Xxxxxxx
	Name:	XXXXXX X. XXXXXXX
	Title:	Attorney-in-Fact

Hibiscus CBNA Loan Funding LLC, for itself or as
agent for Hibiscus CFPI Loan Funding LLC


By:	/s/ Xxxxx Xxxxxxx
	Name:	Xxxxx Xxxxxxx
	Title:	As attorney in fact

Rivendell CBNA Loan Funding LLC, for itself
or as agent for Rivendell CFPI Loan Funding LLC

By:	/s/ Xxx Xxxxx
	Name:	XXX XXXXX
	Title:	Attorney-in-fact

X.X. Xxxxxx Trust Company (Cayman) Limited, as
Trustee for TORAJI TRUST, as
[Assignee/Participant]
By:	Its Investment Manager,
Citigroup Alternative Investments LLC

By:	/s/ Xxxx X’Xxxxxxx
	Name:	Xxxx X’Xxxxxxx
	Title:	Vice President

Eagle Master Fund Ltd.
By:	Citigroup Alternative Investments LLC,
as Investment Manager for and on behalf of Eagle
Master Fund Ltd.

By:	/s/ Xxxx X’Xxxxxxx
	Name:	Xxxx X’Xxxxxxx
	Title:	Vice President

CITIGROUP FINANCIAL PRODUCT, INC.


By:	/s/ Fofi S Baimba, Jr
	Name:	FOFI S BAIMBA, JR
	Title:	GLOABAL LOANS SUPPORT SERVICES
		DEL 2/1
		AUTHORIZED SIGNATORY

CIFC Funding 2006-1, Ltd.


By:	/s/ Xxxxx Xxxxxxx
	Name:	Xxxxx Xxxxxxx
	Title:	Chief Credit Officer

	Credit Suisse International


	By:	/s/ [ILLEGIBLE]
		Name:
		Title:

Credit Suisse International


By:	/s/ Xxxxxx Xxxxxx
	Name:	Xxxxxx Xxxxxx
	Title:	VP

Denali Capital LLC, managing member of DC Funding Partners LLC, portfolio manager for DENALI CAPITAL CLO 1, LTD., or an affiliate


By:	/s/ Xxxxx X. Xxxxx
	Name:	Xxxxx X. Xxxxx
	Title:	Senior Vice President

Denali Capital LLC, managing member of DC Funding Partners LLC, portfolio manager for DENALI CAPITAL CLO III, LTD., or an affiliate


By:	/s/ Xxxxx X. Xxxxx
	Name:	Xxxxx X. Xxxxx
	Title:	Senior Vice President

Denali Capital LLC, managing member of DC Funding Partners LLC, portfolio manager for DENALI CAPITAL CLO IV, LTD., or an affiliate


By:	/s/ Xxxxx X. Xxxxx
	Name:	Xxxxx X. Xxxxx
	Title:	Senior Vice President

Denali Capital LLC, managing member of DC Funding Partners LLC, portfolio manager for DENALI CAPITAL CLO V, LTD., or an affiliate


By:	/s/ Xxxxx X. Xxxxx
	Name:	Xxxxx X. Xxxxx
	Title:	Senior Vice President

Denali Capital LLC, managing member of DC Funding Partners LLC, portfolio manager for DENALI CAPITAL CLO VI. LTD., or an affiliate


By:	/s/ Xxxxx X. Xxxxx
	Name:	Xxxxx X. Xxxxx
	Title:	Senior Vice President

Denali Capital LLC, managing member of DC Funding Partners, portfolio manager for DENALI CAPITAL CREDIT OPPORTUNITY FUND FINANCING, LTD., or an affiliate


By:	/s/ Xxxxx X. Xxxxx
	Name:	Xxxxx X. Xxxxx
	Title:	Senior Vice President

	TRS FEINGOLD O’KEEFFE LLC
	By:	DEUTSCHE BANK AG CAYMAN ISLANDS BRANCH, ITS SOLE MEMBER
	By:	DB SERVICES NEW JERSEY, INC.


	By:	/s/ Xxxxxx Xxxxxxx
		Xxxxxx Xxxxxxx
		Assistant Vice President
		(Print Name and Title)

	By:	/s/ Xxxxxxx X Xxxxxx
		Xxxxxxx X’Xxxxxx
		Vice President
		(Print Name and Title)

XXXXX STREET CLO I, LTD.
By:	XxXxxx Xxxxx Capital LLC, As Collateral Manager


By:	/s/ Xxxx Xxxxxxx
	Name:	Xxxx Xxxxxxx
	Title:	Managing Director

XXXXX STREET CLO II, LTD.
By:	XxXxxx Xxxxx Capital LLC, As Collateral Manager

By:	/s/ Xxxx Xxxxxxx
	Name:	Xxxx Xxxxxxx
	Title:	Managing Director

XXX STREET MARKET VALUE CLO I LTD.
By:	XxXxxx Xxxxx Capital LLC, As Manager

By:	/s/ Xxxx Xxxxxxx
	Name:	Xxxx Xxxxxxx
	Title:	Managing Director

Classic Cayman B.D. Limited as Lender


By:	/s/ Xxxxx Xxxxxxxxx
	Name:	Xxxxx Xxxxxxxxx
	Title:	Authorized Signatory




By:	/s/ Xxxx Xxxxxxxxxx
	Name:	Xxxx Xxxxxxxxxx
	Title:	Authorized Signatory

XXXXX XXXXX CDO VI LTD.
By:	XXXXX XXXXX MANAGEMENT AS INVESTMENT
	ADVISOR

By:	/s/ Xxxxx X. Page
	Name:	Xxxxx X. Page
	Title:	Vice President

Xxxxx Xxxxx CDO VII PLC
By:	Xxxxx Xxxxx Management as Interim Investment Advisor

By:	/s/ Xxxxx X. Page
	Name:	Xxxxx X. Page
	Title:	Vice President

Xxxxx Xxxxx CDO VIII, Ltd.
By:	Xxxxx Xxxxx Management as Investment Advisor

By:	/s/ Xxxxx X. Page
	Name:	Xxxxx X. Page
	Title:	Vice President

Xxxxx Xxxxx Credit Opportunities Fund
By:	Xxxxx Xxxxx Management
	As Investment Advisor

By:	/s/ Xxxxx X. Page
	Name:	Xxxxx X. Page
	Title:	Vice President

XXXXX XXXXX FLOATING-RATE INCOME TRUST
By:	Xxxxx Xxxxx Management
	as Investment Advisor

By:	/s/ Xxxxx X. Page
	Name:	Xxxxx X. Page
	Title:	Vice President

XXXXX XXXXX INSTITUTIONAL SENIOR LOAN FUND
By:	Xxxxx Xxxxx Management
	as Investment Advisor

By:	/s/ Xxxxx X. Page
	Name:	Xxxxx X. Page
	Title:	Vice President

XXXXX XXXXX LIMITED DURATION INCOME FUND
By:	Xxxxx Xxxxx Management
	as Investment Advisor

By:	/s/ Xxxxx X. Page
	Name:	Xxxxx X. Page
	Title:	Vice President

XXXXX XXXXX SENIOR FLOATING-RATE TRUST
By:	Xxxxx Xxxxx Management
	as Investment Advisor

By:	/s/ Xxxxx X. Page
	Name:	Xxxxx X. Page
	Title:	Vice President

Xxxxx Xxxxx Senior income trust
BY:	Xxxxx xxxxx management as investment advisor

By:	/s/ Xxxxx X. Page
	Name:	Xxxxx X. Page
	Title:	Vice President

xxxxx xxxxx short duration diversified income fund
BY:	Xxxxx xxxxx management as investment advisor

By:	/s/ Xxxxx X. Page
	Name:	Xxxxx X. Page
	Title:	Vice President

Xxxxx Xxxxx Variable Leverage Fund Ltd.
By:	Xxxxx Xxxxx Management As Investment Advisor

By:	/s/ Xxxxx X. Page
	Name:	Xxxxx X. Page
	Title:	Vice President

Xxxxx xxxxx vt floating-rate income fund
by:	xxxxx xxxxx management as investment advisor

By:	/s/ Xxxxx X. Page
	Name:	Xxxxx X. Page
	Title:	Vice President

xxxxxxx & co
by:	boston management and research as investment advisor

By:	/s/ Xxxxx X. Page
	Name:	Xxxxx X. Page
	Title:	Vice President

SENIOR DEBT PORTFOLIO
By:	Boston Management and Research
	as Investment Advisor

By:	/s/ Xxxxx X. Page
	Name:	Xxxxx X. Page
	Title:	Vice President

Xxxxx Street CLO, LTD


By:	/s/ Xxxxxx X. Xxxxxxxx
	Name:	Xxxxxx X. Xxxxxxxx
	Title:	Director

Ballyrock CLO II Limited
BALLYROCK Investment Advisors LLC, as Collateral Manager

By:	/s/ Xxxx X. Xxxxx
	Name:	Xxxx X. Xxxxx
	Title:	Assistant Treasurer

Ballyrock CLO III Limited
BALLYROCK Investment Advisors LLC, As Collateral Manager


By:	/s/ Xxxx X. Xxxxx
	Name:	Xxxx X. Xxxxx
	Title:	Assistant Treasurer

Fidelity Advisor Senior II Fidelity Advisor Floating Rate High Income Fund


By:	/s/ Xxxx Xxxxxxxx
	Name:	Xxxx Xxxxxxxx
	Title:	Assistant Treasurer

Fidelity Advisor Series II Fidelity Advisor Strategic Income Fund

By:	/s/ Xxxx Xxxxxxxx
	Name:	Xxxx Xxxxxxxx
	Title:	Assistant Treasurer

Fidelity Central Investment Portfolio LLC Fidelity Floating Ratio Central Investment Portfolio

By:	/s/ Xxxx Xxxxxxxx
	Name:	Xxxx Xxxxxxxx
	Title:	Assistant Treasurer

Fidelity Advisor Series II Fidelity Advisor High Income Fund

By:	/s/ Xxxx Xxxxxxxx
	Name:	Xxxx Xxxxxxxx
	Title:	Assistant Treasurer

Fidelity School Street Trust Fidelity Strategic Income Fund

By:	/s/ Xxxx Xxxxxxxx
	Name:	Xxxx Xxxxxxxx
	Title:	Assistant Treasurer

Fidelity Summer Street Trust Fidelity Capital & Income Fund

By:	/s/ Xxxx Xxxxxxxx
	Name:	Xxxx Xxxxxxxx
	Title:	Assistant Treasurer

[ILLEGIBLE]
[ILLEGIBLE]
[ILLEGIBLE]

By:	/s/ [ILLEGIBLE]
	Name:	[ILLEGIBLE]
	Title:	[ILLEGIBLE]

[ILLEGIBLE]
[ILLEGIBLE]
[ILLEGIBLE]

By:	/s/ [ILLEGIBLE]
	Name:	[ILLEGIBLE]
	Title:	[ILLEGIBLE]

Variable Insurance Products Fund IV, VIP Strategic Income
Portfolio

By:	/s/ Xxxx Xxxxxxxx
	Name:	Xxxx Xxxxxxxx
	Title:	Assistant Treasurer

Fortress Credit Funding II LP


By:	/s/ Xxxx Xxxxxxxx
	Name:	Xxxx Xxxxxxxx
	Title:	Chief Operating Officer

Fortress Credit Funding I LP


By:	/s/ Xxxx Xxxxxxxx
	Name:	Xxxx Xxxxxxxx
	Title:	Chief Operating Officer

Fortress Credit Investments I LP


By:	/s/ Xxxx Xxxxxxxx
	Name:	Xxxx Xxxxxxxx
	Title:	Chief Operating Officer

Fortress Credit Investments II LP


By:	/s/ Xxxx Xxxxxxxx
	Name:	Xxxx Xxxxxxxx
	Title:	Chief Operating Officer

GoldenTree Capital Opportunities, LP
By:	GoldenTree Asset Management, LP

By:	/s/ Xxxxx Xxxxx
	Name:	Authorized Signatory
	Title:

GoldenTree Capital Solutions Fund Financing
By:	GoldenTree Asset Management, LP

By:	/s/ Xxxxx Xxxxx
	Name:	Authorized Signatory
	Title:

GoldenTree Capital Solutions Offshore Fund Financing
By:	GoldenTree Asset Management, LP

By:	/s/ Xxxxx Xxxxx
	Name:	Authorized Signatory
	Title:

GoldenTree Credit Opportunities Financing I, Limited
By:	GoldenTree Asset Management, LP

By:	/s/ Xxxxx Xxxxx
	Name:	Authorized Signatory
	Title:

GoldenTree Credit Opportunities Financing II, Limited
By:	GoldenTree Asset Management, LP

By:	/s/ Xxxxx Xxxxx
	Name:	Authorized Signatory
	Title:

GoldenTree High Yield Opportunities II, LP
By:	GoldenTree Asset Management, LP

By:	/s/ Xxxxx Xxxxx
	Name:	Xxxxx Xxxxx
	Title:	Authorized Signatory

GoldenTree High Yield Opportunities I, Limited
By:	GoldenTree Asset Management, LP

By:	/s/ Xxxxx Xxxxx
	Name:	Xxxxx Xxxxx
	Title:	Authorized Signatory

[LENDER]

Halcyon Structured Asset Management Long Secured/Short
Unsecured CLO I Ltd.

By:	HALCYON STRUCTURED ASSET MANAGEMENT
LP., as Collateral Manager

By:	Halcyon Structured Asset Management LLC. Its sole general partner

By:	/s/ Xxxxx X. Xxxxx
	Name:	Xxxxx X. Xxxxx
	Title:	Managing Principal

[LENDER]

Halcyon Structured Asset Management Long Secured/Short
Unsecured CLO II Ltd.

By:	HALCYON STRUCTURED ASSET MANAGEMENT
LP., as Collateral Manager

By:	Halcyon Structured Asset Management LLC. Its sole general partner

By:	/s/ Xxxxx X. Xxxxx
	Name:	Xxxxx X. Xxxxx
	Title:	Managing Principal

Emerald Orchard Limited


By:	/s/ Xxxx Xxxxx
	Name:	XXXX XXXXX
	Title:	AUTHORIZED SIGNATORY

Gleneagics CLO, Ltd.
By:	Highland Capital Management, L.P., As Collateral Manager
By:	Strand Advisors, Inc., Its General Partner

By:	/s/ Xxxxx Xxxxxxxx
	Name:	Xxxxx Xxxxxxxx
	Title:	Assistant Treasurer Strand Advisors, Inc., General Partner of Highland Capital Management, L.P.


	Highland Floating Rate Advantage Fund

By:	/s/ M. Xxxxx Xxxxxxxxx
	Name:	M. Xxxxx Xxxxxxxxx
	Title:	Treasurer


	Highland Floating Rate LLC

By:	/s/ M. Xxxxx Xxxxxxxxx
	Name:	M. Xxxxx Xxxxxxxxx
	Title:	Treasurer

Highland Loan Funding V Ltd.
By:	Highland Capital Management, L.P. As Collateral Manager
By:	Strand Advisors, Inc., Its General Partner

By:	/s/ Xxxxx Xxxxxxxx
	Name:	Xxxxx Xxxxxxxx
	Title:	Assistant Treasurer Strand Advisors, Inc., General Partner of Highland Capital Management, X.X.

Xxxxxx CLO, Ltd.
By:	Highland Capital Management, L.P., As Collateral Manager
By:	Strand Advisor, Inc., Its General Partner

By:	/s/ Xxxxx Xxxxxxxx
	Name:	Xxxxx Xxxxxxxx
	Title:	Assistant Treasurer Strand Advisors, Inc., General Partner of Highland Capital Management, L.P.

Liberty CLO, Ltd.
By:	Highland Capital Management, L.P.
As Collateral Manager
By:	Strand Advisors, Inc. Its General Partner

By:	/s/ Xxxxx Xxxxxxxx
	Name:	Xxxxx Xxxxxxxx, Assistant Treasurer
	Title:	Strand Advisors, Inc., General Partner of Highland Capital Management, L.P.

Loan Funding IV LLC
By:	Highland Capital Management, L.P., As Collateral Manager
By:	Strand Advisors, Inc., Its General Partner

By:	/s/ Xxxxx Xxxxxxxx
	Name:	Xxxxx Xxxxxxxx, Assistant Treasurer
	Title:	Strand Advisors, Inc., General Partner of Highland Capital Management, L.P.

Loan Funding VII LLC
By:	Highland Capital Management, L.P., As Collateral Manager
By:	Strand Advisors, Inc., Its General Partner

By:	/s/ Xxxxx Xxxxxxxx
	Name:	Xxxxx Xxxxxxxx, Assistant Treasurer
	Title:	Strand Advisors, Inc., General Partner of Highland Capital Management, L.P.

Red River CLO Ltd
By:	Highland Capital Management, L.P.
As Collateral Manager
By:	Strand Advisors, Inc., Its General Partner

By:	/s/ Xxxxx Xxxxxxxx
	Name:	Xxxxx Xxxxxxxx, Assistant Treasurer
	Title:	Strand Advisors, Inc., General Partner of Highland Capital Management, L.P.

ING International (II) - Senior Bank Loans Euro
By:	ING Investment Management Co.
as its investment manager

By:	/s/ Xxxx X. Xxxx
	Name:	Xxxx X. Xxxx, CFA
	Title:	Vice President

ING Investment Management CLO I, Ltd.
By:	ING Investment Management Co., as its investment manager


By:	/s/ Xxxx X. Xxxx
	Name:	Xxxx X. Xxxx, CFA
	Title:	Vice President

ING Investment Management CLO II, LTD.
By:	ING Alternative Asset Management LLC, as its investment manager

By:	/s/ Xxxx X. Xxxx
	Name:	Xxxx X. Xxxx, CFA
	Title:	Vice President

[LENDER] ING CAPITAL LLC


By:	/s/ Xxxx De La Xxxx
	Name:	XXXX De LA XXXX
	Title:	DIRECTOR

ING PRIME RATE TRUST
By:	ING Investment Management Co. as its investment manager


By:	/s/ Xxxx X. Xxxx
	Name:	Xxxx X. Xxxx, CFA
	Title:	Vice President

ING SENIOR INCOME FUND
By:	ING Investment Management Co. as its investment manager


By:	/s/ Xxxx X. Xxxx
	Name:	Xxxx X. Xxxx, CFA
	Title:	Vice President

AIM FLOATING RATE FUND
By:	INVESCO Senior Secured Management, Inc. As Sub-Advisor


By:	/s/ Xxxxxx X.X. Xxxxx
	Name:	Xxxxxx X.X. Xxxxx
	Title:	Authorized Signatory

ALZETTE EUROPEAN CLO S.A.
By:	INVESCO Senior Secured Management, Inc, As Collateral Manager


By:	/s/ Xxxxxx X.X. Xxxxx
	Name:	Xxxxxx X.X. Xxxxx
	Title:	Authorized Signatory

AVALON CAPITAL LTD. 3
By:	INVESCO Senior Secured Management, Inc. As Asset Manager


By:	/s/ Xxxxxx X.X. Xxxxx
	Name:	Xxxxxx X.X. Xxxxx
	Title:	Authorized Signatory

BELHURST CLO LTD.
By:	INVESCO Senior Secured Management, Inc. As Collateral Manager


By:	/s/ Xxxxxx X.X. Xxxxx
	Name:	Xxxxxx X.X. Xxxxx
	Title:	Authorized Signatory

CHAMPLAIN CLO, LTD.
By:	INVESCO Senior Secured Management, Inc. As Collateral Manager


By:	/s/ Xxxxxx X.X. Xxxxx
	Name:	Xxxxxx X.X. Xxxxx
	Title:	Authorized Signatory

CHARTER VIEW PORTFOLIO
By:	INVESCO Senior Secured Management, Inc.
	As Investment Advisor

By:	/s/ Xxxxxx X. X. Xxxxx
	Name:	Xxxxxx X. X. Xxxxx
	Title:	Authorized Signatory

DIVERSIFIED CREDIT PORTFOLIO LTD.
By:	INVESCO Senior Secured Management, Inc.
	as Investment Adviser

By:	/s/ Xxxxxx X. X. Xxxxx
	Name:	Xxxxxx X. X. Xxxxx
	Title:	Authorized Signatory

INVESCO EUROPEAN CDO I S.A.
By:	INVESCO Senior Secured Management, Inc.
	As Collateral Manager

By:	/s/ Xxxxxx X. X. Xxxxx
	Name:	Xxxxxx X. X. Xxxxx
	Title:	Authorized Signatory

KATONAH V, LTD.
By:	INVESCO Senior Secured Management, Inc.
	As Investment Manager

By:	/s/ Xxxxxx X. X. Xxxxx
	Name:	Xxxxxx X. X. Xxxxx
	Title:	Authorized Signatory

LOAN FUNDING IX LLC, for itself or as agent for Corporate Loan Funding IX LLC
By:	INVESCO Senior Secured Management, Inc. As Portfolio Manager

By:	/s/ Xxxxxx X. X. Xxxxx
	Name:	Xxxxxx X. X. Xxxxx
	Title:	Authorized Signatory

MOSELLE CLO S.A.
By:	INVESCO Senior Secured Management, Inc.
	As Collateral Manager

By:	/s/ Xxxxxx X.X. Xxxxx
	Name:	Xxxxxx X.X. Xxxxx
	Title:	Authorized Signatory

NAUTIQUE FUNDING LTD.
By:	INVESCO Senior Secured Management, Inc.
	As Collateral Manager

By:	/s/ Xxxxxx X.X. Xxxxx
	Name:	Xxxxxx X.X. Xxxxx
	Title:	Authorized Signatory

PETRUSSE EUROPEAN CLO S.A.
By:	INVESCO Senior Secured Management, Inc.
	As Collateral Manager

By:	/s/ Xxxxxx X.X. Xxxxx
	Name:	Xxxxxx X.X. Xxxxx
	Title:	Authorized Signatory

SAGAMORE CLO LTD.
By:	INVESCO Senior Secured Management, Inc.
	As Collateral Manager

By:	/s/ Xxxxxx X.X. Xxxxx
	Name:	Xxxxxx X.X. Xxxxx
	Title:	Authorized Signatory

SARATOGA CLO I, LIMITED
By:	INVESCO Senior Secured Management, Inc.
	As the Asset Manager

By:	/s/ Xxxxxx X.X. Xxxxx
	Name:	Xxxxxx X.X. Xxxxx
	Title:	Authorized Signatory

WASATCH CLO LTD
By:	INVESCO Senior Secured Management, Inc.
	As Portfolio Manager

By:	/s/ Xxxxxx X. X. Xxxxx
	Name:	Xxxxxx X. X. Xxxxx
	Title:	Authorized Signatory

JPMorgan Chase Bank, N.A.


By:	/s/ Xxxxxxx X. Xxxxx
	Name:	Xxxxxxx X. Xxxxx
	Title:	Vice President

Rockwall CDO LTD.
By:	Highland Capital Management, L.P.
As Collateral Manager
By:	Strand Advisors, Inc., It’s General Partner

By:	/s/ Xxxxx Xxxxxxxx
	Name:	Xxxxx Xxxxxxxx
	Title:	Assistant Treasurer
		Strand Advisors, Inc., General Partner of
		Highland Capital Management, L.P.

LightPoint CLO 2004-1, Ltd.
Premium Loan Trust I, Ltd.
LightPoint CLO III, Ltd.
LightPoint CLO IV, Ltd.
LightPoint CLO V, Ltd.

By:	/s/ Xxxxx Xxxxxx
	Name:	Xxxxx Xxxxxx
	Title:	Director

CONTINENTAL CASUALTY COMPANY


By:	/s/ Xxxxxxx X. XxXxxx
	Name:	Xxxxxxx X. XxXxxx
	Title:	Vice President and Assistant Treasurer

Xxxxxxxx Capital Partners (QP), L.P.


By:	/s/ Xxxxxx Xxxxxxxx
	Name:	Xxxxxx Xxxxxxxx
	Title:	Member of General Partner

Xxxxxxxx Master Fund, Ltd.


By:	/s/ Xxxxxx Xxxxxxxx
	Name:	Xxxxxx Xxxxxxxx
	Title:	Director

LENDER:
	CONFLUENT 4 LIMITED, As Lender
By:	Xxxxxx, Xxxxxx & Company, L.P., As Sub-Manager
By:	Xxxxxx Xxxxxx & Company, Incorporated, Its General Partner

By:	/s/ Xxxxx X. Xxxxx
	Name:	Xxxxx X. Xxxxx
	Title:	Vice President

IXIS XXXXXX XXXXXX SENIOR LOAN FUND
By:	Xxxxxx, Xxxxxx and Company, L.P. its manager
By:	Xxxxxx Xxxxxx and Company, Inc. its general partner

By:	/s/ Xxxxx X. Xxxxx
	Name:	Xxxxx X. Xxxxx
	Title:	Vice President

THE XXXXXX XXXXXX SENIOR LOAN FUND II LLC
By:	Xxxxxx, Xxxxxx & Company, L.P., Its Managing Member
By:	Xxxxxx, Xxxxxx & Company, Inc., Its General Partner

By:	/s/ Xxxxx X. Xxxxx
	Name:	Xxxxx X. Xxxxx
	Title:	Vice President

MACKAY SHORT DURATION ALPHA FUND
By:	MacKay Xxxxxxx LLC
Its:	Investment Advisor


By:	/s/ Xxx Xxxxxxx
	Name:	Xxx Xxxxxxx
	Title:	Sr. Managing Director

New York Life Insurance Company (Guaranteed Products)
By:	MacKay Xxxxxxx LLC
Its:	Investment Advisor


By:	/s/ Xxx Xxxxxxx
	Name:	Xxx Xxxxxxx
	Title:	Sr. Managing Director

GANNETT PEAK CLO I, LTD
By XxXxxxxxx Investment Management, LLC, as Investment Manager


By:	/s/ Xxxxxxxx X. Zam
	Name:	Xxxxxxxx X. Zam
	Title:	Vice President

XXXXXXXXX LOAN OPPORTUNITY LTD.
By XxXxxxxxx Investment Management, LLC, as Investment Manager

By:	/s/ Xxxxxxxx X. Zam
	Name:	Xxxxxxxx X. Zam
	Title:	Vice President

WIND RIVER CLO I LTD.
By:	XxXxxxxxx Investment Management LLC, as Manager

By:	/s/ Xxxxxxxx X. Zam
	Name:	Xxxxxxxx X. Zam
	Title:	Vice President

WIND RIVER CLO II - XXXX INVESTORS, LTD.
By:	XxXxxxxxx Investment Management, LLC, as Manager

By:	/s/ Xxxxxxxx X. Zam
	Name:	Xxxxxxxx X. Zam
	Title:	Vice President

XXXXXXX XXX XX XXXXXX, XXXXXX & XXXXX, INC.


By:	/s/ Xxxxx Xxxxxx
	Name:	XXXXX XXXXXX
	Title:	VICE PRESIDENT

XXXXXX XXXXXXX BANK


By:	/s/ Xxxxxx Xxxxxx
	Name:	Xxxxxx Xxxxxx
	Title:	Authorized Signatory

NACM CLO I


By:	/s/ Xxxxxx Xxxxxxx
	Name:	Xxxxxx Xxxxxxx
	Title:	Authorized Signatory

	[LENDER]


	By:	/s/
		Name:
		Title:

OAK HILL CREDIT PARTNERS I, LIMITED

By:	Oak Hill CLO Management I, LLC
	As Investment Manager

By:	/s/ Xxxxx X. Xxxxx
	Name:	Xxxxx X. Xxxxx
	Title:	Authorized Person

OAK HILL CREDIT PARTNERS II, LIMITED

By:	By: Oak Hill CLO Management II, LLC
	As Investment Manager

By:	/s/ Xxxxx X. Xxxxx
	Name:	Xxxxx X. Xxxxx
	Title:	Authorized Person

OAK HILL CREDIT PARTNERS III, LIMITED

By:	Oak Hill CLO Management III, LLC
	As Investment Manager

By:	/s/ Xxxxx X. Xxxxx
	Name:	Xxxxx X. Xxxxx
	Title:	Authorized Person

OAK HILL CREDIT PARTNERS IV, LIMITED

By:	By: Oak Hill CLO Management IV, LLC
	As Investment Manager

By:	/s/ Xxxxx X. Xxxxx
	Name:	Xxxxx X. Xxxxx
	Title:	Authorized Person

OAK HILL SECURITIES FUND, L.P.

By:	Oak Hill Securities GenPar, L.P.
	its General Partner

By:	Oak Hill Securities MGP, Inc.,
	its General Partner

By:	/s/ Xxxxx X. Xxxxx
	Name:	Xxxxx X. Xxxxx
	Title:	Vice President

OAK HILL SECURITIES FUND II, L.P.

By:	Oak Hill Securities GenPar II, L.P.
	its General Partner

By:	Oak Hill Securities MGP II, Inc.,
	its General Partner

By:	/s/ Xxxxx X. Xxxxx
	Name:	Xxxxx X. Xxxxx
	Title:	Vice President

OAK HILL CREDIT ALPHA FUND, L.P.
(OFFSHORE), LTD.
By:	Oak Hill Credit Alpha GenPar, L.P.
its General Partner

By:	Oak Hill Credit Alpha MGP, LLC,
its General Partner

By:	/s/ Xxxxx X. Xxxxx
	Name:	Xxxxx X. Xxxxx
	Title:	Vice President

OAK HILL CREDIT ALPHA FUND


By:	/s/ Xxxxx X. Xxxxx
	Name:	Xxxxx X. Xxxxx
	Title:	Vice President

OAK HILL CREDIT OPPORTUNITIES FINANCING, LTD.


By:	/s/ Xxxxx X. Xxxxx
	Name:	Xxxxx X. Xxxxx
	Title:	Authorized Person

Österreichische Volksbanken-Aktiengesellschaft

[LENDER]
By:	/s/ Xxxxxxxxx Xxxx
	Name:	Xxxxxxxxx Xxxx
	Title:	Director

By:	/s/ Xxxx Xxxxxxx
	Name:	Xxxx Xxxxxxx
	Title:	Manager

Fairway Loan Funding Company
By:	Pacific Investment Management Company LLC, as its Investment Advisor

By:	/s/ Xxxxxx Y. D. Xxx
	Name:	Xxxxxx Y. D. Ong
	Title:	Senior Vice President

Global Enhanced Loan Fund S.A.
By:	Pacific Investment Management Company LLC, as its Investment Advisor

By:	/s/ Xxxxxx Y. D. Xxx
	Name:	Xxxxxx Y. D. Ong
	Title:	Senior Vice President

Loan Funding III LLC
By:	Pacific Investment Management Company LLC, as its Investment Advisor

By:	/s/ Xxxxxx Y. D. Xxx
	Name:	Xxxxxx Y. D. Ong
	Title:	Senior Vice President

PIMCO Floating Rate Income Fund
By:	Pacific Investment Management Company LLC, as its Investment Advisor, acting through Investors Fiduciary Trust Company in the Nominee Name of IFTCO


By:	/s/ Xxxxxx Y. D. Xxx
	Name:	Xxxxxx Y. D. Ong
	Title:	Senior Vice President

PIMCO Floating Rate Strategy Fund
By:	Pacific Investment Management Company LLC, as its Investment Advisor, acting through Investors Fiduciary Trust Company in the Nominee Name of IFTCO


By:	/s/ Xxxxxx Y. D. Xxx
	Name:	Xxxxxx Y. D. Ong
	Title:	Senior Vice President

Southport CLO, Limited
By:	Pacific Investment Management Company LLC, as its Investment Advisor


By:	/s/ Xxxxxx Y. D. Xxx
	Name:	Xxxxxx Y. D. Ong
	Title:	Senior Vice President

Waveland — INGOTS, LTD.
By:	Pacific Investment Management Company LLC, as its Investment Advisor


By:	/s/ Xxxxxx Y. D. Xxx
	Name:	Xxxxxx Y. D. Ong
	Title:	Senior Vice President

Wrigley CDO, Ltd
By:	Pacific Investment Management Company LLC, as its Investment Advisor


By:	/s/ Xxxxxx Y. D. Xxx
	Name:	Xxxxxx Y. D. Ong
	Title:	Senior Vice President

WATERVILLE FUNDING LLC


By:	/s/ Xxxxxxxxx X. Xxxxxxx
	Name:	Xxxxxxxxx X. Xxxxxxx
	Title:	Assistant Vice President

Raven Credit Opportunities Master Fund, Ltd.
By:	Raven Asset Management, LLC
as Investment Advisor

By:	/s/ Xxxxx Xxxxxxx
	Name:	Xxxxx Xxxxxxx
	Title:	CFO/COO

Sankaty Advisors, LLC as Collateral
Manager for XXXXX POINT CLO,
LTD., as Term Lender

By:	/s/ Xxxxxxx Xxxxx
	Name:	Xxxxxxx Xxxxx
	Title:	Executive Vice President

Sankaty Advisors, LLC as Collateral
Manager for Castle Hill III CLO,
Limited, as Term Lender

By:	/s/ Xxxxxxx Xxxxx
	Name:	Xxxxxxx Xxxxx
	Title:	Executive Vice President

Sankaty Advisors, LLC as Collateral
Manager for Castle Hill II –
INGOTS, Ltd., as Term Lender

By:	/s/ Xxxxxxx Xxxxx
	Name:	Xxxxxxx Xxxxx
	Title:	Executive Vice President

Sankaty Advisors, LLC as Collateral
Manager for Castle Hill I-
INGOTS, Ltd., as Term Lender

By:	/s/ Xxxxxxx Xxxxx
	Name:	Xxxxxxx Xxxxx
	Title:	Executive Vice President

Chatham Light II CLO, Limited, by
Sankaty Advisors LLC, as Collateral
Manager

By:	/s/ Xxxxxxx Xxxxx
	Name:	Xxxxxxx Xxxxx
	Title:	Executive Vice President

HARBOUR TOWN FUNDING LLC

By:	/s/ Xxxxxxxxx X. Xxxxxxx
	Name:	Xxxxxxxxx X. Xxxxxxx
	Title:	Assistant Vice President

Katonah III, Ltd. by Sankaty
Advisors LLC as Sub-Advisors

By:	/s/ Xxxxxxx Xxxxx
	Name:	Xxxxxxx Xxxxx
	Title:	Executive Vice President

Katonah IV, Ltd. by Sankaty
Advisors, LLC as Sub-Advisors

By:	/s/ Xxxxxxx Xxxxx
	Name:	Xxxxxxx Xxxxx
	Title:	Executive Vice President

Sankaty Advisors, LLC as Collateral Manager for Loan Funding XI LLC, As Term Lender


By:	/s/ Xxxxxxx Xxxxx
	Name:	Xxxxxxx Xxxxx
	Title:	Executive Vice President

LONG LANE MASTER TRUST IV


By:	/s/ Xxxxxxxxx X. Xxxxxxx
	Name:	Xxxxxxxxx X. Xxxxxxx
	Title:	Authorized Agent

[LENDER] XXXX POINT


By:	/s/ Xxxxxxx Xxxxx
	Name:	Xxxxxxx Xxxxx
	Title:	Executive Vice President

Sankaty Advisors, LLC as Collateral Manager for Race Point CLO, Limited, as Term Lender


By:	/s/ Xxxxxxx Xxxxx
	Name:	Xxxxxxx Xxxxx
	Title:	Executive Vice President

Sankaty Advisors, LLC as Collateral Manager for Race Point II CLO, Limited, as Term Lender


By:	/s/ Xxxxxxx Xxxxx
	Name:	Xxxxxxx Xxxxx
	Title:	Executive Vice President



	Sankaty Advisors, LLC as Collateral
	Manager for Race Point III, CLO
	Ltd. as Term Lender


By:	/s/ [ILLEGIBLE]
	Name:	Xxxxxxx [ILLEGIBLE]
	Title:	Executive [ILLEGIBLE]

SCOTIABANK (IRELAND) LIMITED


By:	/s/ Xxxxx Xxxxxx
	Name:	XXXXX XXXXXX
	Title:	MANAGER, AUTHORIZED SIGNATORY
	Date: 08/11/06

SPF CDO I, LLC


By:	/s/ Xxxxxxx Xxxxxxxx
	Name:	Xxxxxxx Xxxxxxxx
	Title:	Authorized Signatory

[LENDER]

Sowood Alpha Fund LP
By: Sowood Associates LP
Its General Partner
By: Sowood Associates LLC
Its General Partner

By:	/s/ Xxxxx Xxxxxxxx
	Name:	Xxxxx Xxxxxxxx
	Title:	Member

[LENDER]

Sowood Alpha Fund Ltd.


By:	/s/ Xxxxx Xxxxxxxx
	Name:	Xxxxx Xxxxxxxx
	Title:	Director

THE XXXXXX XXXXXX SENIOR LOAN FUND, LLC
By	Xxxxxx Xxxxxx and Company, L.P.
	its manager
By:	Xxxxxx Xxxxxx and Company, Inc.
	its general partner

By:	/s/ Xxxxx X. Xxxxx
	Name:	Xxxxx X. Xxxxx
	Title:	Vice President

Celebrity CLO Limited
By:	TCW Advisors, Inc.,
	as Agent


By:	/s/ Xxxxxxx Xxx
	Name:	XXXXXXX XXX
	Title:	VICE PRESIDENT


By:	/s/ Xxxxx Xxxxxx
	Name:	XXXXX XXXXXX
	Title:	VICE PRESIDENT

FIRST 2004-I CLO, LTD.
By:	TCW Advisors, Inc.,
	its Collateral Manager



By:	/s/ Xxxxxxx Xxx
	Name:	XXXXXXX XXX
	Title:	VICE PRESIDENT


By:	/s/ Xxxxx Xxxxxx
	Name:	XXXXX XXXXXX
	Title:	VICE PRESIDENT

FIRST 2004-II CLO, LTD.
By:	TCW Advisors, Inc.,
	its Collateral Manager



By:	/s/ Xxxxxxx Xxx
	Name:	XXXXXXX XXX
	Title:	VICE PRESIDENT


By:	/s/ Xxxxx Xxxxxx
	Name:	XXXXX XXXXXX
	Title:	VICE PRESIDENT

LOAN FUNDING I LLC,
	a wholly owned subsidiary of Citibank, N.A.
By:	TCW Advisors, Inc.,
	as Portfolio Manager of Loan Funding I LLC



By:	/s/ Xxxxxxx Xxx
	Name:	XXXXXXX XXX
	Title:	VICE PRESIDENT


By:	/s/ Xxxxx Xxxxxx
	Name:	XXXXX XXXXXX
	Title:	VICE PRESIDENT

TCW SELECT LOAN FUND, LIMITED
	By: TCW Advisors, Inc. as its Collateral Manager


By:	/s/ Xxxxxxx Xxx
	Name:	XXXXXXX XXX
	Title:	VICE PRESIDENT

By:	/s/ Xxxxx Xxxxxx
	Name:	XXXXX XXXXXX
	Title:	VICE PRESIDENT

TCW Senior Secured Loan Fund
	By: TCW Advisors, Inc. as its Investment Advisor


By:	/s/ Xxxxxxx Xxx
	Name:	XXXXXXX XXX
	Title:	VICE PRESIDENT

By:	/s/ Xxxxx Xxxxxx
	Name:	SCOTT WHALEN
	Title:	VICE PRESIDENT

VELOCITY CLO, LTD.
	By: TCW Advisors, Inc. as its Collateral Manager


By:	/s/ Stephen Suo
	Name:	STEPHEN SUO
	Title:	VICE PRESIDENT

By:	/s/ Scott Whalen
	Name:	SCOTT WHALEN
	Title:	VICE PRESIDENT

Faber SPIRET Loan Trust
	By: Wilmington Trust Company not in its individual capacity but solely as trustee


By:	/s/ Rachel L. Simpson
	Name:	Rachel L. Simpson
	Title:	Sr. Financial Services Officer

	VITESSE CLO LTD.
		By: TCW Advisors as its
		Portfolio Manager

	By:	/s/ Stephen Suo
		Stephen Suo
		Vice President


	By:	/s/ Scott Whalen
		SCOTT WHALEN
		VICE PRESIDENT

Spiret IV Loan Trust 2003-B
By:	Wilmington Trust Company
not in its individual capacity but solely as trustee

By:	/s/ Rachel L. Simpson
	Name:	Rachel L. Simpson
	Title:	Sr. Financial Services Officer

UBS AG, Stamford Branch


By:	/s/ Douglas Gervolino
	Name:	Douglas Gervolino
	Title:	Associate Director Banking Products Services, US


By:	/s/ Louis Fistecchia
	Name:	Louis Fistecchia
	Title:	Director Banking Products Services, US

Atlas Loan Funding (Navigator), LLC
By:	Atlas Capital Funding, Ltd.
By:	Structured Asset Investors, LLC
Its Investment Manager

By:	/s/ Diana M. Himes
	Name:	Diana M. Himes
	Title:	Associate

Atlas Loan Funding 2, LLC
By:	Atlas Capital Funding, Ltd.
By:	Structured Asset Investors, LLC
Its Investment Management

By:	/s/ Diana M. Himes
	Name:	Diana M. Himes
	Title:	Associate

WB Loan Funding 2, LLC


By:	/s/ Diana M. Himes
	Name:	Diana M. Himes
	Title:	Associate

WB Loan Funding 4, LLC


By:	/s/ Diana M. Himes
	Name:	Diana M. Himes
	Title:	Associate

WB Loan Funding 5, LLC


By:	/s/ Diana M. Himes
	Name:	Diana M. Himes
	Title:	Associate

ARCHIMEDES FUNDING IV (CAYMAN), LTD.
By:	West Gate Horizons Advisors LLC, as Collateral Manager

By:	/s/ Steve Gorski
	Name:	Steve Gorski
	Title:	Senior Credit Analyst

ENDURANCE CLO I, LTD.
c/o:	West Gate Horizons Advisors LLC, as Collateral Manager

By:	/s/ Steve Gorski
	Name:	Steve Gorski
	Title:	Senior Credit Analyst

WG HORIZONS CLO I
By:	West Gate Horizons Advisors LLC, As Manager

By:	/s/ Steve Gorski
	Name:	Steve Gorski
	Title:	Senior Credit Analyst

UAL LEVERED INVESTORS TRUST
By:	Wilmington Trust Company, not in its individual capacity, but solely as owner trustee under the Trust Agreement dated February 7, 2006

By:	/s/ Joseph B. Fell
	Name:	Joseph B. Fell
	Title:	Assistant Vice President

Exhibit A

to Consent and

First Amendment

FORM OF AMENDMENT TO AIRCRAFT MORTGAGE

FIRST AMENDMENT TO AIRCRAFT, SPARE ENGINES

AND SPARE PARTS

MORTGAGE AND SECURITY AGREEMENT

FIRST AMENDMENT, dated as of August , 2006, TO AIRCRAFT, SPARE ENGINES AND SPARE PARTS MORTGAGE AND SECURITY AGREEMENT dated as of February 1, 2006 (this “Mortgage Amendment”) made by UNITED AIR LINES, INC., a Delaware corporation (the “Grantor”), in favor of JPMORGAN CHASE BANK, N.A. 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 February 1, 2006 (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 February 1, 2006 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, herein called the “Credit Agreement”), among the Grantor, UAL Corporation, a Delaware corporation and the parent company of the Grantor (the “Parent”) and the direct and indirect domestic subsidiaries of the Parent (other than the Immaterial Subsidiaries) signatory thereto (the “Subsidiaries” and together with the Parent, each a “Guarantor” and collectively the “Guarantors”), JPMorgan Chase Bank, N.A., a national banking corporation (“JPMCB”), Citicorp USA, Inc., a Delaware corporation (“CITI”), each of the other financial institutions from time to time party thereto (together with JPMCB and CITI, the “Lenders”), JPMCB and CITI, as co-administrative agents (together, the “Agents”) for the Lenders and JPMCB as paying agent (in such capacity, the “Paying Agent”) for the Lenders;

WHEREAS, the Mortgage was recorded by the Federal Aviation Administration Registry along with the Aircraft, Spare Engines and Spare Parts Mortgage and Security Agreement Supplement No. 1 (“Mortgage Supplement No. 1”) as one instrument on March 1, 2006 as Conveyance No. HK028965;

WHEREAS, the Mortgage was previously supplemented by the Aircraft, Spare Engines and Spare Parts Mortgage and Security Agreement Supplement No. 2, dated , 2006, executed by Grantor, recorded by the Federal Aviation Administration Registry on , 2006 and assigned Conveyance No. ; [Insert relevant Cape Town filing

information.]

WHEREAS, the Mortgage was previously supplemented by the Aircraft, Spare Engines and Spare Parts Mortgage and Security Agreement Supplement No. 3, dated , 2006, executed by Grantor, recorded by the Federal Aviation Administration Registry on , 2006, as Conveyance No. ; [Insert relevant Cape Town filing information.]

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 that certain Consent and First Amendment to Revolving Credit, Term Loan and Guaranty Agreement dated as of August , 2006 (the “Consent and Amendment”), which Consent and Amendment will, among other things, replace Schedule 1.01(c) to the Credit Agreement; and

WHEREAS, in connection with the execution of the Consent and 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:

1. Amendment to Section 2.01(b). Section 2.01(b) of the Mortgage is hereby amended by deleting the words “120 days” appearing at the beginning of Section 2.01(b)(viii) thereof and inserting in lieu thereof the words “nine (9) months”.

2. 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.

3. Costs and Expenses. The Grantor agrees that its obligations set forth in Section 10.04 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).

4. 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 case such representation or warranty was true and correct in all material respects as of such date.

5. 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.

6. 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. A fax copy or .pdf copy of a counterpart signature page shall serve as the functional equivalent of a manually executed copy for all purposes.

7. 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.

8. Construction. 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 Amendment to Aircraft, Spare Engines and Spare Parts Mortgage and Security Agreement to be duly executed by their respective officers thereunto duly authorized.

[Signatures intentionally omitted in Exhibit A to Consent and Amendment]

Exhibit 1 to

Mortgage Amendment

DESCRIPTION OF AIRFRAMES, ENGINES,

SPARE ENGINES AND SPARE PARTS LOCATIONS

[Exhibit intentionally omitted in Exhibit A to Consent and Amendment]

Exhibit B

to Consent and

First Amendment

FORM OF AMENDMENT

TO SGR SECURITY AGREEMENT

FIRST AMENDMENT
TO SLOT, GATE AND ROUTE
SECURITY AND PLEDGE AGREEMENT

FIRST AMENDMENT, dated as of August 4, 2006 (the “Amendment”), to the SLOT, GATE AND ROUTE SECURITY AND PLEDGE AGREEMENT (as heretofore amended and as the same may be further amended, modified or supplemented, the “SGR Security Agreement”), dated as of February 1, 2006, made by UNITED AIR LINES, INC. (“United”), a Delaware corporation (the “Grantor”), to JPMORGAN CHASE BANK, N.A. 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 entered into a Revolving Credit, Term Loan and Guaranty Agreement, dated as of February 1, 2006 (as hereto amended and as the same may be further amended, modified or supplemented, 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 Credit Agreement are used herein as defined therein; and

WHEREAS, the Borrower has requested that an amendment to the Credit Agreement be effected pursuant to a Consent and First Amendment (the “Consent and Amendment”) to the Credit Agreement, and the Grantor has requested that an amendment be made to the SGR Security Agreement pursuant to this Amendment;

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

1. Schedule 4(h) to the SGR Security Agreement is hereby replaced in its entirety with Schedule I attached hereto.

2. Section 6(f) of the SGR Security Agreement is hereby amended by deleting the words “Section 6.06” in the eighth line thereof and inserting in lieu thereof the words “Section 6.11”.

3. 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 each Collateral Agent shall have received evidence reasonably satisfactory to it that the Effective Date (as defined in the Consent and Amendment) shall have occurred.

4. Except to the extent hereby amended, the SGR Security Agreement remains in full force and effect and is hereby ratified and affirmed.

5. The Borrower agrees that its obligations set forth in Section 10.04 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.

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

7. 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 or .pdf copy of a counterpart signature page shall serve as the functional equivalent of a manually executed copy for all purposes.

8. 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 Amendment to be duly executed as of the day and the year first written.

[Signature pages intentionally omitted in Exhibit B to Consent and Amendment]

SCHEDULE I TO

AMENDMENT

Schedule 4(h)

Primary Routes

[Schedule intentionally omitted in Exhibit B to Consent and Amendment]

Exhibit C

to Consent and

First Amendment

SCHEDULE 1.01(C) TO CREDIT AGREEMENT

PRIMARY ROUTES

1. All of United’s right and authority as of February 1, 2006 to (y) operate scheduled foreign air transportation of persons, property and mail under the terms of the certificate of public convenience and necessity for Route 603 issued to United by the United States Department of Transportation pursuant to 49 USC Section 41102 (i) between the United States and any point in the United Kingdom (excluding between New York, New York and London, England), and (ii) beyond the United Kingdom on a fifth-freedom basis; and (z) be designated to (i) serve London’s Heathrow Airport (“LHR”) pursuant to Annex 1, Section 7 of the Air Services Agreement of 1977 between the United States and the United Kingdom (the “U.K. ASA”), and (ii) serve U.S. Route 2 (Round the World Combination Air Service) described in Annex 1, Section 1 of the U.K. ASA.

2. All of United’s right and authority as of February 1, 2006 to (y) operate scheduled foreign air transportation of persons, property and mail under the terms of the certificate of public convenience and necessity for Route 130 issued to United by the United States Department of Transportation pursuant to 49 USC Section 41102 (i) between the United States and any point in Japan, and (ii) beyond Japan on a fifth-freedom basis; and (z) be designated as a “U.S. incumbent combination carrier” under Part I, Section A of the Memorandum of Understanding concluded in 1998 between Japan and the United States amending the Air Services Agreement of 1952 between Japan and the United States.

3. All of United’s right and authority as of February 1, 2006 to (x) operate scheduled foreign air transportation of persons, property and mail under the terms of the certificate of public convenience and necessity for Route 246 issued to United by the United States Department of Transportation pursuant to 49 USC Section 41102 (i) between points in the United States and certain named points in the People’s Republic of China (Beijing, Shanghai and Guangzhou); (y) be designated as a U.S. carrier under Article 3, section 1, of the Air Services Agreement between the United States and the People’s Republic of China of 1980, as amended, (“PRC ASA”) for service on United States Route A of Annex I of the PRC ASA; and (z) the frequencies allocated to United by the United States Department of Transportation in its Orders 04-7-23 (July 23, 2004), 01-1-6 (January 10, 2001); 99-8-9 (August 16, 1999); and Notice of Action Taken, Docket OST-96-1915 (November 13, 1998) pursuant to Annex V of the PRC ASA for services between the United States and the People’s Republic of China.

4. All of United’s right and authority as of February 1, 2006 to (x) operate scheduled foreign air transportation services of persons, property and mail under the terms of the certificate of public convenience and necessity for Route 130 issued to United by the United States Department of Transportation pursuant to 49 USC Section 41102 between the United States and

Hong Kong and (y) the combination service frequencies allocated to United by the United States Department of Transportation under the 1997 Air Services Agreement between the United States and the Hong Kong Special Administrative Region of the People’s Republic of China, as amended (“Hong Kong ASA”), Annex, Appendix 1, United States Route 1: Combination Air Services, and United States Department of Transportation Order 85-11-67 (December 1, 1985) to operate services, on a fifth-freedom basis, between Hong Kong and Singapore.

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Table of Contents

CONSENT AND FIRST AMENDMENT TO REVOLVING CREDIT, TERM LOAN AND GUARANTY AGREEMENT

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