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SEVENTH AMENDMENT, dated as of May 7, 2004 (the "Amendment"), to the REVOLVING CREDIT, TERM LOAN AND GUARANTY AGREEMENT, dated as of December 24, 2002, among UNITED AIR LINES, INC., a Delaware corporation (the "Borrower"), a debtor and a debtor-in-possession in a case pending under Chapter 11 of the Bankruptcy Code, UAL CORPORATION, a Delaware corporation and the parent company of the Borrower (the "Parent") and all of the direct and indirect subsidiaries of the Borrower and the Parent signatory thereto (the "Subsidiaries" and together with the Parent, each a "Guarantor" and collectively the "Guarantors"), each of which Guarantors referred to in this paragraph is a debtor and a debtor-in-possession in a case pending under Chapter 11 of the Bankruptcy Code, JPMORGAN CHASE BANK, a New York banking corporation ("JPMorgan Chase"), CITICORP USA, INC., a Delaware corporation ("CUSA"), BANK ONE, NA, a national banking corporation ("Bank One"), THE CIT GROUP/BUSINESS CREDIT, INC., a New York corporation ("CIT Group"), each of the other financial institutions from time to time party hereto (together with JPMorgan Chase, CUSA, Bank One and CIT Group, the "Lenders"), JPMORGAN CHASE BANK and CUSA, as co-administrative agents (together, the "Agents") for the Lenders and JPMORGAN CHASE BANK, as paying agent (in such capacity, the "Paying Agent") for the Lenders.

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 the Maturity Date of the Credit Agreement be extended to December 31, 2004, that the rates of interest under the Credit Agreement be reduced under certain circumstances, that the Total Commitments be reduced and that the Credit Agreement be otherwise amended as set forth herein, subject to and upon the terms and conditions set forth herein;

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

2. 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: "Aircraft Mortgage", "Bank One DIP", "Collateral Documents", "Flight Simulators", "Foreign Aviation Authorities", "Foreign Slot", "Maturity Date", "Orders", "Primary Foreign Slots", "Primary Routes", "Security and Pledge Agreement", "SGR Security Agreement", "Supporting Route Facilities", and "Tranche A Reserve" appearing therein, and inserting the following new definitions in appropriate alphabetical order:

(C) inserting the following new definitions of the terms "Mortgage Amendment" and "Seventh Amendment Order" in appropriate alphabetical order:

(E) amending the definition of the term "EBITDAR" by (x) deleting the parenthetical clause appearing in clause (a)(iii) thereof, (y) inserting at the end of clause (a)(vi) thereof the words "and a one-time rent expense in an amount not in excess of $44,000,000 paid in 2004 in connection with a settlement of the dispute relating to the Chicago O'Hare municipal bond transaction relating to the out-of-period portion (relating to 2004) of such rent expense" and (z) inserting at the end of clause (c) thereof the words ", provided, however, that a one-time amount not in excess of $50,000,000 paid in respect of the Chicago O'Hare municipal bond transaction relating to the out-of-period portion (relating to 2003) of rent expense shall not be so deducted for purposes of this clause (c)".

(F) amending clause (d) of the definition of "Ineligible Collateral and Reserves Amount" to read in its entirety as follows:

4. Amendment to Section 2.03(a). Section 2.03(a) of the Credit Agreement is hereby amended by deleting the words "amounts permitted to be outstanding pursuant to Section 2.01(c)" appearing in clause (ii) thereof and inserting in lieu thereof the words "Total Tranche A Commitment".

5. Amendments to Section 2.08. Section 2.08 of the Credit Agreement is hereby amended by (A) deleting the amount "5.5%" appearing in subsection (a) thereof and inserting in lieu thereof the amount "4.5%"; (B) inserting the following proviso at the end of subsection (a) thereof:

8. Amendment to Section 2.13(e). Section 2.13(e) of the Credit Agreement is hereby amended by inserting the following proviso at the end of the first sentence appearing therein:

11. Amendments to Section 3.09. Section 3.09 of the Credit Agreement is hereby amended by inserting the words "as further amended by the Vision - 100 Century of Aviation Reauthorization Act and" immediately following the words "Homeland Security Act of 2002 and" appearing in clause (i) thereof and immediately preceding the words "the maximum".

12. Amendment to Section 4.02. Section 4.02 of the Credit Agreement is hereby amended by deleting clause (h) in its entirety and inserting in lieu thereof the title "(h) Intentionally Omitted".

13. Amendments to Section 5.01. Section 5.01 of the Credit Agreement is hereby amended by (A) amending subsection (n) thereof to read in its entirety as follows:

16. Amendment to Section 5.13. Section 5.13 of the Credit Agreement is hereby amended by inserting the following new subsection (c) immediately following subsection (b) thereof:

19. Amendments to Section 5.20. Section 5.20 of the Credit Agreement is hereby amended by (A) deleting the word "Upon" appearing at the beginning of subsection (a) thereof and inserting in lieu thereof the words "Within thirty (30) days of"; and (B) inserting the following new subsection (c) immediately following subsection (b) thereof:

22. Amendment to Section 6.11. Section 6.11 of the Credit Agreement is hereby amended by (A) deleting the word "and" immediately preceding clause (xv) appearing therein and (B) inserting the following new clause (xvi):

25. Amendment to Schedule 1.01(b). Schedule 1.01(b) is hereby replaced in its entirety with the new Schedule 1.01(b) attached hereto as Exhibit A.

26. Amendments to List of Schedules in Table of Contents. The List of Schedules in the Table of Contents of the Credit Agreement is hereby amended by adding the following listing in appropriate numerical order: "Schedule 5.01(o) - Primary Foreign Slots."

27. Conditions to Amendment Effectiveness. The amendments set forth in 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 each of the Lenders and each Agent shall have received evidence reasonably satisfactory to it of such execution (provided, that if this Amendment is executed by fewer than all of the Lenders but is executed by Lenders constituting the Super-majority Lenders, then this Amendment may nonetheless become effective in accordance with the provisions of Section 10.10(b) of the Credit Agreement and the Tranche A Commitment and/or the Tranche B Commitment, as the case may be, of one or more of the Super-majority Lenders shall be increased as more fully set forth in paragraph 28 below).

(b) Bankruptcy Court Order. The Bankruptcy Court shall have entered an order reasonably satisfactory in form and substance to the Agents approving the terms of this Amendment which order shall be in full force and effect, and shall not have been vacated, stayed, reversed, modified or amended in any respect that the Agents reasonably determine to be adverse to the interests of the Lenders; and, if such order is the subject of a pending appeal in any respect, the continued performance by the Borrower or any of the Guarantors of any of their respective obligations under the Credit Agreement or under the Loan Documents or under any other instrument or agreement referred to therein shall not be the subject of a presently effective stay pending appeal.

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

(d) Bank One DIP Waiver. The Agents shall have received satisfactory evidence that any defaults arising under the Bank One DIP shall have been waived by the Bank One Lenders.

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

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

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

(f) 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.

(a) This Amendment has been executed by Lenders constituting the Super-majority Lenders and, pursuant to Section 10.10(b) of the Credit Agreement, shall become effective upon satisfaction of the conditions set forth in paragraph 27 above. On the Effective Date, (i) the Tranche A Commitments and the Tranche B Commitments, as the case may be, of the Minority Lenders shall be terminated, (ii) the Tranche A Commitments and/or the Tranche B Commitments of certain of the Super-majority Lenders (the "Increasing Lenders") shall be increased so that on and after the Effective Date the Tranche A Commitments and the Tranche B Commitments of all of the Super-majority Lenders (including the Increasing Lenders) shall equal the Total Commitment, as reduced by this Amendment, (iii) the Increasing Lenders shall make additional non-pro rata Loans to the Borrower in an aggregate amount necessary to repay in full the outstanding Loans of the Minority Lenders before giving effect to this Amendment and in accordance with their respective Tranche A Commitment Percentages and Tranche B Commitment Percentages after giving effect to the increases referred to in the preceding clause, (iv) if any Letters of Credit are outstanding on the Effective Date, the undivided interests and participations therein of Minority Lenders that are Tranche A Lenders before giving effect to this Amendment shall terminate and each of the Increasing Lenders shall be deemed to have purchased from the Fronting Bank pursuant to Section 2.03(e) of the Credit Agreement an undivided interest and participation in such Letters of Credit to the extent of the increase in such Increasing Lender's Tranche A Commitment Percentage, (v) the Borrower shall pay any accrued but unpaid interest and Fees owing to the Minority Lenders as of the Effective Date and (vi) the Minority Lenders shall no longer be Lenders under the Credit Agreement.

(b) Annex A to the Credit Agreement is hereby replaced in its entirety by the revised Annex A attached hereto as Exhibit D. The Tranche A Commitment and the Tranche B Commitment of each of the Super-majority Lenders after giving effect to this paragraph 28 is reflected on revised Annex A.

29. 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.

30. 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.

31. 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 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 as of such date.

32. 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.

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

34. 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.

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

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

BORROWER:

UNITED AIR LINES, INC.

By: /s/ Frederic F. Brace
Name: Frederic F. Brace
Title: Executive Vice President & CFO

GUARANTORS:

UAL CORPORATION

By: /s/ Frederic F. Brace
Name: Frederic F. Brace
Title: Executive Vice President & CFO

UAL LOYALTY SERVICES, INC.