FIRST AMENDMENT TO AMENDED AND RESTATED REVOLVING CREDIT TERM LOAN AND GUARANTY AGREEMENT

Exhibit 4.1

FIRST AMENDMENT
TO REVOLVING CREDIT, TERM LOAN AND
GUARANTY AGREEMENT

          FIRST AMENDMENT dated as of December 5, 2007 (the “ Amendment ”) to the AMENDED AND RESTATED REVOLVING CREDIT, TERM LOAN AND GUARANTY AGREEMENT, dated as of February 2, 2007, 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 signatory thereto (such subsidiaries, 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 (each, an “ Agent ” and together, the “ Agents ”) and co-collateral agents for the Lenders (each, a “ Collateral Agent ” and together, the “ Collateral Agents ”) and JPMCB, as paying agent for the Lenders (in such capacity, the “ Paying Agent ”).

      WHEREAS , the Borrower, the Guarantors, the Lenders, the Collateral Agents, the Paying Agent and the Agents are parties to that certain Amended and Restated Revolving Credit, Term Loan and Guaranty Agreement, dated as of February 2, 2007 (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 agree to amend the Credit Agreement as set forth in Article II 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. Amendment

     2. Amendments to Section 1.01. Section 1.01 of the Credit Agreement is hereby amended by (A) inserting the following new defined term:

““ Shareholder Initiative Payment ” shall mean any Restricted Payment with respect to any Equity Interests in the Parent”; and

(B) amending and restating in their entireties each of the definitions of the terms “Parent”, “Permitted Holder”, “Permitted Holder Acquisition” and “Restricted Payment” as follows:

““ Parent ” shall have the meaning set forth in the first paragraph of this Agreement and shall include all of such Person’s successors; provided, however, that if a Permitted Holder exists or is created, the provisions of Sections 5.01(a), (b) and (c), 6.09, and 7.01(g), (h), (i) and (j) will apply to the Permitted Holder in the same manner as such sections apply to the Parent (except as may be otherwise provided in such sections).”

““ Permitted Holder ” shall mean any corporation or limited liability company organized under the laws of the United States of America or any state thereof so long as the Controlling Person (as defined in the definition of Affiliate) of such entity, or such entity itself, is a publicly traded major U.S. airline or a holding company which has (or will simultaneously acquire) as its other principal investment another major U.S. airline.”

““ Permitted Holder Acquisition ” shall mean (i) an acquisition consummated by a Permitted Holder in accordance with clause (y) of the definition of Permitted Acquisition or (ii) a merger involving the Parent or a Subsidiary of Parent permitted by Section 6.02(d) in connection with which the conditions appearing in the definition of Permitted Acquisition are satisfied.”

““ Restricted Payment ” shall mean any dividend or other distribution (whether in cash, securities or other property) with respect to any Equity Interests in the Borrower or any Guarantor, or any payment (whether in cash, securities or other property), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, acquisition, cancellation or termination of any such Equity Interests in the Borrower or a Guarantor or any option, warrant or other right to acquire any such Equity Interests in the Borrower or a Guarantor.”

     3.  Amendment to Section 5.15 . Section 5.15 of the Credit Agreement is hereby amended by deleting the words “twenty (20) Business Days after any Subsidiary” appearing therein and inserting in lieu thereof the words “twenty (20) Business Days after any of its Subsidiaries”.

     4.  Amendments to Section 6.02 . Section 6.02 of the Credit Agreement is hereby amended by (A) replacing all references therein to “any Loan Party” with references to