FIRST AMENDMENT

EX-4.24 4 dipten.htm FIRST AMENDMENT

Exhibit 4.24

WAIVER, CONSENT AND TENTH AMENDMENT
TO REVOLVING CREDIT, TERM LOAN AND
GUARANTY AGREEMENT

WAIVER, CONSENT AND TENTH AMENDMENT, dated as of January 26, 2005 (the "Amendment"), to the REVOLVING CREDIT, TERM LOAN AND GUARANTY AGREEMENT, dated as of December 24, 2002, among UNITED AIR LINES, INC., a Delaware corporation (the "Borrower"), a debtor and a debtor-in-possession in a case pending under Chapter 11 of the Bankruptcy Code, UAL CORPORATION, a Delaware corporation and the parent company of the Borrower (the "Parent") and all of the direct and indirect subsidiaries of the Borrower and the Parent signatory thereto (the "Subsidiaries" and together with the Parent, each a "Guarantor" and collectively the "Guarantors"), each of which Guarantors referred to in this paragraph is a debtor and a debtor-in-possession in a case pending under Chapter 11 of the Bankruptcy Code, JPMORGAN CHASE BANK, N.A. (formerly known as JPMorgan Chase Bank), a national banking corporation ("JPMCB"), CITICORP USA, INC., a Delaware corporation ("CUSA"), THE CIT GROUP/BUSINESS CREDIT, INC., a New York corporation ("CIT Group"), GENERAL ELECTRIC CAPITAL CORPORATION, a Delaware corporation ("GECC"), each of the other financial institutions from time to time party hereto (together with JPMCB, CUSA, CIT Group and GECC, the "Lenders"), JPMORGAN CHASE BANK, N.A. and CUSA, as co-administrative agents (together, the "Agents") for the Lenders and JPMORGAN CHASE BANK, N.A., as paying agent (in such capacity, the "Paying Agent") for the Lenders.

W I T N E S S E T H:

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

WHEREAS, the Borrower and the Guarantors have requested that from and after the (i) Waiver and Consent Effective Date (as hereinafter defined), the Lenders agree to (A) waive the anticipated and historical Events of Default described in Article II hereof, (B) consent to the modifications to the corporate structure and ownership of UAL Loyalty Services, Inc. described in Article III hereof and the amendments to the Loan Documents necessary in connection with such modifications and (C) amend certain financial covenants as set forth in Paragraph 11(A) of this Amendment and (ii) Amendment Effective Date (as hereinafter defined), the Credit Agreement be amended as set forth in Article IV (other than the amendments set forth in Paragraph 11(A) of this Amendment) hereof to provide, among other things, that the Maturity Date of the Credit Agreement be extended to September 30, 2005, that the rates of interest under the Credit Agreement be reduced, certain financial covenants be amended and that the Credit Agreement be otherwise amended as set forth herein, all subject to and upon the terms and conditions set forth herein;

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

ARTICLE I. Definitions

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

ARTICLE II. Waivers

Waiver

ARTICLE III. Consents

3. Consents and Modification of Security and Pledge Agreement.

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

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

(C) Upon the effectiveness of the consents granted in Paragraph 3(A) of this Amendment and the conversion described in clause (ii) of the Paragraph 3(A) of this Amendment, the Lenders further consent to following modifications to the Security and Pledge Agreement to reflect such conversion: (i) the first sentence of Section 4(b) of the Security and Pledge Agreement shall be deemed amended by adding the language ", other than that UAL Loyalty Services, Inc. has been renamed UAL Loyalty Services, LLC" immediately prior to the period appearing at the end thereof and (ii) the proviso appearing in Section 4(e) of the Security and Pledge Agreement shall be deemed deleted in its entirety and replaced with the following new proviso: "provided that the Grantors do not represent or warrant that the Pledged Shares representing ownership interests in (i) Covia LLC, (ii) UAL Loyalty Services, LLCand (iii) corporations or other entities incorporated or formed in Guam, Bermuda and Mexico are fully paid and non-assessable."
__________________________________________________________________________________
¹To reflect removal of IAM liens on "Excluded Flight Simulators" schedule.
²To reflect removal of IAM liens on "Existing Liens" schedule.
³To reflect contribution and conversion of ULS on "Subsidiaries" schedule.
⁴To reflect contribution and conversion of ULS on "Pledged Shares" schedule.
⁵To reflect contribution and conversion of ULS on "Grantor Legal Names, Jurisdictions and ID Numbers" schedule.

ARTICLE IV. Amendments

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

Borrower

Parent

Subsidiaries

Guarantor

Guarantors

Case

Cases

JPMorgan Chase

CUSA

Bank One

CIT Group

Lenders

Agents

Paying Agent

Amendments to Section 1.01

(A) deleting the definition of each of the following terms: "Collateral Documents", "EBITDAR", "Maturity Date" and "Orders", appearing therein, and inserting the following new definitions in appropriate alphabetical order:

Collateral Documents

EBITDAR

plus

less

plus

minus

provided

however

Maturity Date

Orders

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

Mortgage Amendment No. 3

"Tenth Amendment Order" shall mean an order of the Bankruptcy Court in form and substance reasonably satisfactory to the Agents approving the execution of the Waiver, Consent and Tenth Amendment dated as of January 26, 2005.

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

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

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

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

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

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

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

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

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

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

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

12. Amendment to Section 6.13. Section 6.13 to the Credit Agreement is hereby deleted in its entirety and replaced with the following new Section 6.13:

                    "Section 6.13. Minimum Cash. Permit cash and cash equivalents (net of cash maintained in
                    the Escrow Accounts) to be less than $750,000,000, provided that if cumulative consolodated
                    EBITDAR (for purposes of this Section 6.13, clauses (a)(xiii) and (a)(xiv) of the definition of
                    EBITDAR shall not be included in the calculation of EBITDAR) for the twelve month period
                    ending on June 30, 2005 equals or exceeds $777,000,000, the Borrower and each of the
                    Guarantors will not permit cash and cash equivalents (net of cash maintained in the Escrow
                    Accounts) to be less than $600,000,000."

13. Amendment to Cover Page. The cover page of the Credit Agreement is hereby amended by deleting the
name "JPMORGAN CHASE BANK" appearing thereon and replacing it with the name "JPMORGAN CHASE BANK, N.A. (formerly known as JPMorgan Chase Bank)".

ARTICLE IV. Miscellaneous

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

15. Conditions to Amendment Effectiveness. The amendments set forth in Paragraphs 5 (other than the amendment with respect to the definition of "EBITDAR"), 6, 7, 8, 9, 10, 11(B), 12 and 13 of Article IV of this Amendment shall not become effective until the date (the "Amendment Effective Date") on which the following conditions precedent shall have been satisfied (or waived by the Required Lenders):

(A) Execution. This Amendment shall have been executed by the Borrower, the Guarantors and each of the Lenders and each Agent shall have received evidence reasonably satisfactory to it of such execution (provided, that if this Amendment is executed by fewer than all of the Lenders but is executed by Lenders constituting the Super-majority Lenders, then this Amendment may nonetheless become effective in accordance with the provisions of Section 10.10(b) of the Credit Agreement and the Tranche A Commitment and/or the Tranche B Commitment, as the case may be, of one or more of the Super-majority Lenders shall be increased as more fully set forth in paragraph 16 below).

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

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

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

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

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

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

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

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

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

18. Costs and Expenses. The Borrower agrees that its obligations set forth in Section 10.05 of the Credit Agreement shall extend to the preparation, execution and delivery of this Amendment, including the reasonable fees and disbursements of special counsel to the Agents.

19. Representations and Warranties. The Borrower represents and warrants to the Lenders, to induce the Lenders to enter into this Amendment, that no Event of Default or event with the passage of time would constitute an Event of Default (other than the Events of Default described in Article II herein) exists on the date hereof and that each of the representations and warranties made by the Borrower in the Credit Agreement and each other Loan Document are true and correct in all material respects as of the date hereof except where such representation or warranty relates to a specific date, in which such representation or warranty shall be true and correct in all material respects as of such date.

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

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

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

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

[SIGNATURE PAGES TO FOLLOW]

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

BORROWER:

UNITED AIR LINES, INC.

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

GUARANTORS:

UAL CORPORATION

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

UAL LOYALTY SERVICES, INC.