|[*]                                                    | Indicates that a confidential portion of the text of this Agreement has been omitted and filed separately with the Securities and Exchange Commission.
|------------------------------------------------------ | ------------------------------------------------------------------------------------------------------------------------------------------------------
|                                                      
|UNITED AIRLINES                                       
|                                                      
|                                                      
|PW2000 PIECE PART MBOH                                
|PROGRAM FOR UAL's PW 2000 SERIES AIRCRAFT ENGINE FLEET
|                                                      
|                                                      
|                                                      
|                                                      
|                                                      
|CHROMALLOY GAS TURBINE CORPORATION                    
|                                                      
|AUGUST 1, 2003                                        
|                                                      
|UAL CONTRACT No.  155340                              







|TABLE OF CONTENTS
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|PIECE PART MBOH AGREEMENT                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|This Piece Part MBOH Agreement ("'Agreement"'), is entered into as of August 1, 2003 by and between Chromalloy Gas Turbine Corporation a Delaware corporation, with its Administrative office located at 4430 Director Drive, San Antonio, Texas USA 78219 ("'Seller"'), and UNITED AIR LINES, INC., a Delaware Corporation and Debtor-in-Possession, with its principal office in the Township of Elk Grove, State of Illinois ("'United"').  In consideration of the mutual covenants set forth herein, Seller and United hereby agree as follows:



|ARTICLE 1.   SUBJECT MATTER OF AGREEMENT.
|-----------------------------------------
|                                         
|1.1                                      
|                                         
|1.2                                      
|                                         
|1.3                                      
|                                         
|                                         
|                                         





|ARTICLE 2.   DELIVERY AND REDELIVERY OF PW 2037 PIECE PARTS.
|------------------------------------------------------------
|                                                            
|2.1                                                         
|                                                            
|2.2                                                         
|                                                            
|2.3                                                         
|                                                            
|2.4                                                         
|                                                            
|ARTICLE 3.   PRICE AND PAYMENTS.                            
|                                                            
|3.1                                                         
|                                                            





|3.2                                    | Payment.   For Services performed on an MBOH basis, Appendix 2 (Monthly Flight Hours Update) will be authorized and verified within ten (15) days of the end of each month. United will pay for Services and Products within twenty (15) days after completion and acceptance of Appendix 2 by United and Seller.  Such approval shall not be unreasonably delayed by either United or Seller.  Seller's invoice and United's payment will be denominated in U.S. Dollars.  For Services performed on a time and materials basis, the payment terms shall be net thirty (30) days from completion of Service and receipt of Seller's invoice.
|-------------------------------------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|3.3                                    | Overtime For T&M.   For Services performed on a time and materials basis, overtime labor will not be charged by Seller unless prior written approval has been obtained from United; to accomplish additional services or to accelerate or change scheduled Services, Seller may request overtime subject to United's approval under time and material.  United will evidence its approval in writing and will pay the applicable rates mutually agreed by the parties.                                                                                                                                                                       
|                                      
|3.4                                    | [*]                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|                                      
|3.5                                    | Disputed Invoices.   In the event that United in good faith disputes any portion of Appendix 2, payment of the disputed portion shall be delayed until such dispute is resolved to the mutual satisfaction of the parties; however, United shall pay any undisputed portion within the period specified above.                                                                                                                                                                                                                                                                                                                               
|                                      
|3.6                                    | FOD Coverage.   Only Parts damaged by FOD (i.e. foreign object damage caused by a single non-mechanical ingestion of foreign substance into an engine), as determined by United and validated by Seller, will be covered by T& M pricing as outlined in Appendix 4; other engine parts, coming from the same engine that are not affected by FOD, will be repaired on a MBOH basis.                                                                                                                                                                                                                                                          
|                                      
|ARTICLE 4.   TECHNICAL COMPLIANCE.    
|                                      
|4.1                                    | For the purposes of this Agreement, Seller has assumed the following:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|                                      
|                                       | a.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|                                      
|                                       | b.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|                                      
|                                       | c.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|                                      
|ARTICLE 5.   TECHNICAL QUALIFICATIONS.
|                                      
|5.1                                    | Regulatory Qualifications.   Seller warrants that it has received and will maintain in effect at all times when Services are performed hereunder, all governmental certificates and approvals necessary to perform the Services, including without limitation Repair Station certificates issued under Part 145 of the Federal Aviation Regulations, with ratings applicable to performance of the Services.                                                                                                                                                                                                                                 
|                                      
|5.2                                    | United Qualifications.   Seller shall comply with the latest revision of United's Quality Assurance Certification Program requirements for outside service vendors for each applicable Service activity.  Seller's facility, and any subcontractor's facility, must also be approved by United's Quality Assurance Department to perform each applicable Service activity.  United's Quality Assurance Department may perform periodic audits on Seller and reserves the right to withdraw any previously issued approvals.                                                                                                                  
|                                      
|5.3                                    | Use of Other Locations or Subcontractors.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|                                      
|                                       | a.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|                                      
|                                       | b.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|                                      
|                                       | c.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|                                      
|                                       | d.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|                                      
|ARTICLE 6.   REQUIREMENTS.            
|                                      
|6.1                                    | General Scope.   Seller shall meet the following general scope:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|                                      
|                                       | a.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|                                      
|                                       | b.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|                                      
|                                       | c.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|                                      
|                                       | d.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|                                      
|6.2                                    | Inspection.   Seller shall maintain a regular, systematic inspection routine for the Services.  Upon United's request, Seller shall permit United's designated personnel to enter the Service Locations (as defined in Appendix 5) during normal business hours to inspect PW 2037 Piece Parts during Services.                                                                                                                                                                                                                                                                                                                              
|                                       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|6.3                                    | Intentionally Blank.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|                                       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|                                      
|6.4                                    | Records.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|                                       | a.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|                                      
|                                       | b.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|                                      
|                                       | c.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|                                       | United work order number and/or contract number,                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|                                       | Transaction number,                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|                                       | Part number,                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|                                       | Parts class and inventory number (PCN) if applicable,                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|                                       | PW 2037 Piece Parts's serial number if applicable,                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|                                       | List of new parts used in repair,                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|                                       | List of used or reconditioned parts used in repair,                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|                                       | Description of work performed,                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|                                       | Name and identification of employee/s who performed the repair,                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|                                       | Name and identification of employee/s who performed the final Inspection,                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|                                       | Name and identification of employee/s who performed the maintenance release,                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|                                       | Date of repair,                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|                                       | Service Bulletin modification tag,                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|                                       | Seller's contract number,                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|                                       | FAA repair station number, and                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|                                       | Address of Service location where work was performed                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|                                       | Date of Manufacture, if date available.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|                                       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|6.5                                    | Mechanisms for Adjustment to the Baseline Rate.   Either Party may, at any time, propose a modification including but not limited to Airworthiness Directives, Service Bulletins, use of Parts Manufacturing Authority (PMA) Part, and use of Designated Engineering Representative (DER) repair, with the following process governing such proposed modifications:                                                                                                                                                                                                                                                                          
|                                       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|                                       | a.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|                                      
|                                       | b.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|                                      
|                                       | c.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|                                       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|6.6                                    | Safety.   Seller must meet the following general safety requirements:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|                                       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|                                       | a.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|                                       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|                                       | b.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|                                       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|                                       | c.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           





|                                         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|---------------------------------------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                         | d.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|                                         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|                                         | Upon request, Seller shall promptly report to United all incidents Seller determines to be recordable on the OSHA 200 log, or its equivalent.  Additionally, upon United's request, Seller shall (i) provide United with a copy of the OSHA 200 log and all supporting forms      and (ii) provide United with its safety processes and practices documentation.                                                                                                                                                                                                                                                                                                                                                                                                                        
|                                        
|6.7                                      | Process.   Seller must comply with the following general process requirements:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|                                         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|                                         | a.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|                                         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|                                         | b.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|                                         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|6.8                                      | Tooling.   Seller shall provide all tooling, fixtures, and equipment required to perform Services ("'Tooling"').  Seller shall ensure that all required Tooling is available and in good working order at its facility prior to start of Services.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|                                         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|6.9                                      | Training/Qualification Requirements.   Seller shall establish a training and qualification program for its personnel to accomplish the Services hereunder.  Seller shall include a record of training and qualification levels achieved for Seller's personnel and each subcontractor's personnel.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|                                         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|6.10                                     | Seller's Employees: Supervision.   Seller shall employ only qualified and competent persons to perform the Services.  Seller shall employ and direct such personnel as it requires to perform the Services.  Seller shall exercise sole and exclusive authority over its personnel, and shall have the sole right to hire and discharge said persons.                                                                                                                                                                                                                                                                                                                                                                                                                                   
|                                         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|ARTICLE 7.   PARTS SUPPORT REQUIREMENTS.
|                                         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|7.1                                      | Parts Furnished by Seller.   Seller shall provide all parts, and components and materials required to perform the Services.  Seller shall identify, source and handle such parts necessary to provide the Services in accordance with Seller's standard procedures.    Seller shall identify to United and receive United's written approval prior to installing on the PW 2037 Piece Parts any part that is not listed in United's current Illustrated Parts Catalog. United and Seller will mutually agree on a list of Part 121 operators from which pool parts maybe used under this contract; provided that Seller acquires and transfers title to such parts to United upon redelivery.  Seller shall maintain a Master Bill of Materials which describes the source of all Parts.
|                                         | Mandatory Material and Repair Sources.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  





|    | United has worked extensively to develop other than FAA Type Certificate holder alternative parts (i.e. FAA PMA parts) and or committed exchange programs.  For the purposes of this Agreement, United requires that Seller, unless and until directed by United otherwise in writing, acquire when available, product from BELAC as soon as it has received United approval pursuant to the terms and conditions of the Belac agreement.  BELAC means that certain venture established by Chromalloy Gas Turbine and certain other parties, including airlines and, specifically including United Airlines, the main activities of which include the production and potential sales of certain PMA parts for gas turbine engines.                                                                                                                                                                                                            
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|7.2 | Parts and Materials Handling.  Seller shall document and handle all Parts and materials as follows:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|    | a.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|    | b.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|    | c.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|    | d.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|    | e.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|7.3 | Parts Storage.   Seller shall store all United property in a safe, segregated and secured location, including without limitation, fixtures, Parts and PW 2037 Piece Parts.  Seller shall provide United a listing of all United property removed from the PW 2037 Piece Parts and a separate list of that United property which is not to be reinstalled in connection with the Services.  Seller shall provide such listing within 5 days after removal of such United property from the PW 2037 Piece Parts.  Such listing shall be by Part number where applicable, and shall include a description and quantity.  Seller shall store United PW 2037 Piece Parts and Parts as required by United Airlines at no charge to United for the life of this Agreement.  Title to all stored Parts and PW 2037 Piece Parts that are to be repaired on a time and materials basis (as defined in Appendix 4) shall remain with United at all times.
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|7.4 | Hazardous Goods Handling.   Seller will provide personnel certified in hazardous goods handling per DOT and IATA regulations.  Seller will maintain all shipping documentation as prescribed by United's procedures and regulatory agencies.  Such documents will be available upon request.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               





|ARTICLE 8.   PROGRAM MANAGEMENT.       
|---------------------------------------
|                                       
|8.1                                    
|                                       
|8.2                                    
|                                       
|8.3                                    
|                                       
|8.4                                    
|                                       
|8.5                                    
|                                       
|8.6                                    
|                                       
|ARTICLE 9.   UNITED'S RESPONSIBILITIES.
|                                       
|9.1                                    

|                                             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|-------------------------------------------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|9.2                                          | Inspection.  No inspection shall be required to be performed prior to delivery to Seller on Parts being repaired or replaced on a MBOH basis (as defined in Appendix 5).  However, for all parts being repaired on a time and materials basis (as defined under Appendix 5), United shall perform an inspection and advise Seller of work scope expectation prior to shipment to Seller.  United shall, at its option, perform an acceptance inspection prior to installation at United on all PW 2037 Piece Parts repaired on both a time and materials basis and MBOH basis (as defined in Appendix 5).                                                                                                                                                                                                                                                                                     
|                                             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|ARTICLE 10.   TITLE, RISK OF LOSS AND LIENS.
|                                            
|10.1                                         | Title and Risk of Loss.  For all PW2037 Piece Parts to be repaired by Seller on a time and materials basis, title will remain with United at all times and Seller shall bear the risk of loss of such parts while they are in Seller's possession. For each PW2037 Piece Part to be repaired by Seller on a MBOH basis, title to each individual part will remain with United until such time as Seller provides to United a new or repaired Part (same, better, or equivalent Part as permitted by United's IPC) at which time Seller will gain title to the Part provided to it by United and United will gain title of the new or repaired Part (same, better, or equivalent Part as permitted by United's IPC) provided to it by Seller.  Seller will bear the risk of loss for each PW2037 Piece Part to be repaired by Seller on a MBOH basis while said Part is in Seller's possession.
|                                             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|10.2                                         | Liens.  Seller will keep United's PW 2037 Piece Parts free and clear from any liens arising out of the Services performed or Products furnished hereunder by any of Seller's subcontractors.  As a condition precedent to payment hereunder, Seller will, upon request by United, furnish waivers or releases of liens or receipts for all subcontractor claims for Services or Products, as well as an affidavit that all such claims have been fully satisfied.                                                                                                                                                                                                                                                                                                                                                                                                                             
|                                             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|ARTICLE 11.   WARRANTY.                     
|                                             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|11.1                                         | Coverage.   Seller warrants that for a period of [*] from delivery:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|                                             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|                                             | a.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|                                             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|                                             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|                                             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|11.2                                         | Warranty and Notice Period.   United's remedies and Seller's obligations and liabilities under this Article, with respect to each Defect, are conditioned upon (i) such Defect having become apparent to United within the applicable warranty periods as set forth in the applicable order, and (ii) United having notified Seller of such Defect within 90 days after the Defect becomes apparent to United.  Seller will notify United in writing within 30 days after receipt of United's notification of Seller's acceptance or rejection of such claim.  Seller's failure to provide such notice constitutes acceptance of United's claim.                                                                                                                                                                                                                                              
|                                             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               





|11.3 | Correction of Defects.                                                                                                                                                                                                                                                                                                                                                                                                          
|---- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                 
|     | a.                                                                                                                                                                                                                                                                                                                                                                                                                              
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                 
|     | With respect to time and materials work, if United chooses to correct the Defect:                                                                                                                                                                                                                                                                                                                                               
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                 
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                 
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                 
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                 
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                 
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                 
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                 
|     | b.                                                                                                                                                                                                                                                                                                                                                                                                                              
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                 
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                 
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                 
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                 
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                 
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                 
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                 
|11.4 | Resulting Damage.   If as a result of a Defect in a Part repaired by Seller or one of its authorized subcontractors, any Defect directly causes damage to any other part of United's engine, airframe or other property, Seller will reimburse United for all actual, reasonable and necessary direct out-of-pocket costs incurred to repair such damage. Seller's warranty obligations are subject to the following conditions:
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                 
|     | a.                                                                                                                                                                                                                                                                                                                                                                                                                              





|     | b.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           | The Parts to which the warranty applies were not altered or repaired by anyone other than Seller, Seller's subcontractor or United since the last repair by Seller or United and have been maintained in accordance with United's FAA approved Airworthiness Maintenance Program and Maintenance Manual. This will be the Seller's sole liability to United for any such damage to any other part of United's engine, airframe, or other property, whether in contract, negligence, tort (including strict liability), or otherwise. Not withstanding anything to the contrary stated herein, it is understood that in the event of any third party property damage, personal injury, or death deemed to be attributable a Part or Service provided by Seller under this Agreement, Seller's insurance as provided in Articles 21 and 22 herein shall respond
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|11.5 | Discovery of United's Warranty Claims.  Seller shall notify United of all potential warranty claims against the Original Equipment Manufacturer ("'OEM"') and parts suppliers that are discovered by Seller while performing the Services.  Seller shall provide United with data or parts necessary to support United's warranty claims.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|11.6 | Prosecution of Third Party Warranty Claims.   Seller will be responsible for prosecution and settlement of all third party (to United) warranty claims resulting from the MBOH Services.  Upon settlement of each claim, Seller shall provide to United a copy of the claim and any response from the third party.   In the event United becomes aware of a claim, it will give prompt notification to Seller with appropriate documentation. Seller will have complete control over the handling of the lawsuit including the sole right to retain and fire counsel and to settle the litigation in any manner Seller deems appropriate. United will fully cooperate with Seller in the defense of any such claim, demand, or suit.   Conversely, United will be responsible for prosecution and settlement of all third party (to United) warranty claims resulting from the T&M Services. In the event Seller becomes aware of a claim, it will give prompt notification to Seller with appropriate documentation. United will have complete control over the handling of the lawsuit including the sole right to retain and fire counsel and to settle the litigation in any manner United deems appropriate. Seller will fully cooperate with United in the defense of any such claim, demand, or suit.
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|11.7 | Assignment of Warranties.   The warranties granted herein will extend to the benefit of United, its successors, assigns and any subsidiary of United, to whom the serviced PW 2037 Piece Parts or purchased Products may be resold.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|11.8 | Shipping.  Transportation and insurance charges for shipment from United to Seller of any warranted item with a claimed Defect will be prepaid by United.  Seller will, upon receipt of United's claim, reimburse United such transportation and insurance charges for any item determined to be defective under the terms of the warranty set forth in this Article.  Seller will be responsible for transportation and insurance charges for return shipment of such item to United.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
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|11.9 | DISCLAIMER.  THE WARRANTIES SET FORTH ABOVE IN THIS ARTICLE AND THE OBLIGATIONS AND LIABILITIES OF SELLER THEREUNDER ARE EXPRESSLY IN LIEU OF, AND UNITED HEREBY WAIVES AND RELEASES SELLER FROM, ANY AND ALL OTHER WARRANTIES, AGREEMENTS, GUARANTEES, CONDITIONS, DUTIES, OBLIGATIONS, REMEDIES OR LIABILITIES, EXPRESS OR IMPLIED, ARISING BY LAW OR OTHERWISE, WITH RESPECT TO SELLER'S PERFORMANCE HEREUNDER.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          





|ARTICLE 12.   COMPLIANCE WITH LAWS.
|-----------------------------------
|                                   
|12.1                               
|                                   
|12.2                               
|                                   
|ARTICLE 13.   AUDIT RIGHTS.        
|                                   
|13.1                               
|                                   
|ARTICLE 14.   TAXES.               
|                                   
|14.1                               
|                                   





|ARTICLE 15.   LIQUIDATED DAMAGES.   
|------------------------------------
|                                    
|15.1                                
|                                    
|15.2                                
|                                    
|15.3                                
|                                    
|ARTICLE 16.   CONSEQUENTIAL DAMAGES.
|                                    
|16.1                                
|                                    
|ARTICLE 17.   EXCUSABLE DELAY.      
|                                    
|17.1                                





|17.2                                       | Extension of Performance. If Seller is prevented by Excusable Delay from timely performance of any of its obligations hereunder, the time for performance will be extended by a period of business days equal to the time lost by reason of such delay, provided that Seller will promptly notify United of any Excusable Delay affecting Seller's performance.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
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|17.3                                       | Termination for Excusable Delay.   If delay in the performance of any of Seller's obligations, including any extension pursuant to Article 17.2, exceeds 60 days due to Excusable Delay, United may terminate this Agreement only with respect to those obligations that have been delayed and cannot be cured.  Peter and David to review and agree                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|ARTICLE 18.   TERM.                       
|                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|18.1                                       | The term of this Agreement will commence on August 1, 2003 and will remain in effect until July 31, 2013.  In addition, this Agreement may be extended for up to two five (5) year option terms at United's option.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|18.2                                       | End State Transition - In the event this agreement is terminated by, either party, both parties agree to effect a ramp down of work to be performed by Seller.  Charges will be covered under T&M rates Appendix 4.  This transition is to be accomplished within 120 days utilizing a gradual transition of Parts and Services.  This transition it is intended to mitigate disruption to United's maintenance operation. United to provide a ramp down timeline of Parts and Services at its discretion.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
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|ARTICLE 19.   TERMINATION.                
|                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|19.1                                       | Failure to Perform.   If either party fails to perform its obligations under this Agreement and such failure to perform continues for a period of 60 days after written notice to the non-performing party by the other party, the other party may immediately terminate the purchase of any Services or Products or other performance undelivered or unfurnished on the effective date of such termination.  The right of each party to require strict performance of any obligations hereunder will not be affected in any way by any previous waiver, forbearance or course of dealing.  If either party exercises its right to terminate hereunder, such action will not affect or impair its right to bring suit for any default or breach of this Agreement, and no rights or causes of action will accrue to the defaulting party by reason of such termination.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|19.2                                       | Bankruptcy/Liquidation.   If (a) United is judicially determined to be unable to confirm a Chapter 11 plan of reorganization under which it continues to operate as an airline and instead United commences the liquidation of all of its assets, (b) United's Chapter 11 case is converted to a case under Chapter 7 of the United States Bankruptcy Code, or (c) an event of default occurs pursuant to either the "'Debtor in Possession Credit Agreement, dated as of December 24, 2002, among United, the Credit Parties, the Lenders, Bank One, NA, as Agent and Banc One Capital Markets, Inc.,"' as amended, or the "'Revolving Credit, Term Loan and Guaranty Agreement, dated as of December 24, 2002, among United, UAL Corporation, their Subsidiaries, the Lenders, JP Morgan, Chase Bank, Citicorp USA, Inc., J.P. Morgan Securities Inc., Salomon Smith Barney Inc., Bank One, NA, Banc One Capital Markets, Inc., and The CIT Group/Business Credit, Inc., as amended, (COLLECTIVELY, the "'DIP Agreements"') and SUCH EVENT OF DEFAULT CAUSES AN ACCELERATION OF UNITED'S OBLIGATIONS UNDER EITHER OF THE DIP AGREEMENTS, and (i)  If  United discontinues all flight operations, then United may terminate the Agreement; or (ii) If United does not discontinue all flight operations, then Seller may request that United (or its successor in interest, including without limitation an examiner or trustee) provide adequate assurances of performance of the Agreement, and if such adequate assurances are not provided within 30 days of such request, then Seller may terminate the Agreement.
|                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|                                           | In the event that this Agreement is terminated pursuant to this paragraph, then the Seller's claims under the Agreement shall be limited to (a) an administrative expense claim under Sections 503(b)(1) and 507(a)(1) of the Bankruptcy Code for amounts due under the Agreement for the period from the execution of the Agreement through the date of such termination and (b) a prepetition general unsecured non-priority claim for any other damages under the Agreement (including, without limitation, any damages pertaining to future services or lost profits).  Each of the foregoing prepetition general unsecured non-priority claims shall be subject to objection by any party, including a Chapter 11 or Chapter 7 trustee, solely as to the amount thereof.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|ARTICLE 20.   TERMINATION FOR CONVENIENCE.
|                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|20.1                                       | Termination for Convenience.   United may terminate this Agreement, in whole or part, by giving notice to Seller at least 60 days prior to the effective date of such termination.  After receipt of any such notice of termination, Seller will (i) discontinue all work with respect to that part of this Agreement so terminated by United, (ii) place no further orders or subcontracts for materials or services as to that part of the work terminated, and (iii) take such other reasonable action as may reduce the termination costs due Seller under this Article.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|20.2                                       | Terminations Charges.   In the event United terminates this Agreement, in whole or in part, in accordance with this Article, United will pay to Seller all costs incurred by Seller which can be reasonably allocated to uncompleted Services or Products in accordance with the accepted accounting practices consistently followed by Seller and certified by Seller's independent auditors.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|20.3                                       | Redelivery.   Upon payment of the amounts as provided in Article 20.2 above, Seller will deliver to United, F.O.B. Seller's facility, all Equipment on which Services have not been completed and all fabricated or incomplete parts, work in process, supplies, and other materials, the cost of which has been included in the costs determined in accordance with Article 20.2 above.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                





|20.4                           | Estimated Termination Costs.   Seller will, upon United's request, notify United of the then estimated termination costs for which United would be liable if United had elected to exercise United's rights under Article 20.1 at the time of such request.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
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|20.5                           | Termination Cost Limitation.   In no event will termination costs exceed the total price of the Services or Products terminated by United.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|                               |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|20.6                           | Accrued Rights.   Termination by United of any of this Agreement, in whole or in part, pursuant to this Article will not affect any other rights or obligations of the parties under the remainder of this Agreement.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|                               |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|ARTICLE 21.   INDEMNIFICATION.
|                               |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|21.1                           | Seller will indemnify and hold harmless United, its directors, officers, employees and agents (each an "'Indemnitee"') from and against any and all liabilities, claims, demands, suits, damages and losses including, without limitation, all reasonable attorney's fees, costs and expenses in connection therewith or incident thereto (including but not limited to attorneys' fees incurred by United in establishing its right to indemnification hereunder) (collectively referred to in this Article as "'Claims"') of third parties for death of or personal injury to any person or persons whomsoever (including, without limitation, Seller's employees but excluding United's employees) and for loss of, damage to, destruction of, any property whatsoever, in any manner arising out of or in any way connected with (i) a defect in the workmanship of the Services or the manufacture or design of any Products furnished under this Agreement (including without limitation any parts or spare parts), or (ii) any tortuous act or omission of Seller, in connection with Seller's performance or failure to perform under this Agreement except to the extent that the "'Claims"' are the result of United's negligence or willful misconduct.  Seller will, at the request of United, negotiate and defend any Claim brought against any Indemnitee or in which any Indemnitee is joined as a party defendant based upon any other matters for which Seller has agreed to indemnify each Indemnitee as provided above.  Seller's obligations under this Article will survive the termination of this Agreement.
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|ARTICLE 22.   INSURANCE.      
|                               |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|22.1                           | Seller will, at its sole cost and expense, maintain in full force and effect during the term of this Agreement, policies of insurance of the type and in the minimum amounts stated below.  Such policy will be issued by an insurer of recognized responsibility.  Such policy will contain appropriate cross liability clauses, be primary without right of contribution, and will provide that United will be given 30 days advance written notice in the event of cancellation, termination or modification which materially restricts the coverage thereof. Within  30  days  of execution of this Agreement, Seller will provide United with a certificate of insurance naming United as an additional insured and which will evidence Seller's insurance company's agreement to recognize and incur the contractual obligation assumed by Seller under the Indemnification Article above.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    





|                                         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                | Comprehensive General Liability Insurance in an amount not less than $  5 	million any one accident/occurrence in the aggregate annually;                                                                   
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|                                         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |                                                                                                                                                                                                             
|                                         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                | Aircraft Products and Completed Operations liability insurance, including 	contractual liability coverage in an amount not less than $750 million per 	accident/occurrence and in the aggregate annually.   
|                                         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |                                                                                                                                                                                                             
|                                         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                | Property insurance covering all risks and covering all United property other than 	the Aircraft, in Seller's custody and control.  Said property insurance will be 	carried on a "'replacement cost"' basis;
|                                         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |                                                                                                                                                                                                             
|                                         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                | Employer's liability insurance in an amount of not less than $1 million one 	accident/occurrence;                                                                                                           
|                                         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |                                                                                                                                                                                                             
|                                         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                | Worker's Compensation insurance in statutory amounts; and                                                                                                                                                   
|                                         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |                                                                                                                                                                                                             
|                                         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                | Auto insurance in an amount of not less than $1 million one 	accident/occurrence.                                                                                                                           
|                                         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |                                                                                                                                                                                                             
|ARTICLE 23.   PATENT INDEMNITY.         
|                                         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |                                                                                                                                                                                                             
|23.1                                     | Definition.   For purposes of this Article, the term "'Product"' will include without limitation each Product and all components, accessories and parts thereof, spare parts and all other goods furnished to United hereunder, including without limitation, data processing software.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|                                         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |                                                                                                                                                                                                             
|23.2                                     | Indemnity.   Seller will defend and hold harmless United from and against all claims, suits, actions, liabilities, damages and costs, arising as a result of any claims that any Product provided by Seller hereunder of its own manufacture and design infringes any valid U.S. patent,   (each a "'Patent"') except where the claim for infringement is based on the designs or manufacturing specifications provided by United or is based on United's use thereof in combination with other materials or in the operation of any process.                                                                                                                                                                                                                                                                 
|                                         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |                                                                                                                                                                                                             
|23.3                                     | Defense.   Seller will, at its expense, defend any suit brought against United based upon any grounds for which Seller has agreed to defend and hold United harmless in Article 22.2 above, provided that United (i) promptly delivers to Seller all infringement notices and other papers received by or served upon United, (ii) permits Seller to assume or control the defense of such suit and to compromise the same, if deemed advisable, and (iii) provides reasonable assistance in the conduct of such defense, at Seller's expense. United shall have the option to be represented by counsel at its own expense.                                                                                                                                                                                  
|                                         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |                                                                                                                                                                                                             
|23.4                                     | Substitute Products.   If United is enjoined by a court of competent jurisdiction from using any Product for the intended purpose on the grounds that such use infringes a Patent, or if Seller reasonably believes that use of any Product infringes an existing Patent, Seller will, at its option, (i) procure for United a license to continue using such Product, (ii) modify such Product so as to make it non-infringing without impairing its performance, or (iii) replace such Product with another product that is substantially equal to the original Product but is non-infringing.                                                                                                                                                                                                              
|                                         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |                                                                                                                                                                                                             
|23.5                                     | Use of Products.   Seller will not be liable to United under the provisions of this Article if any infringement is based upon the use of a Product or any part thereof in any manner not reasonably contemplated by this Agreement.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|                                         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |                                                                                                                                                                                                             
|23.6                                     | DISCLAIMER.   THE INDEMNITY OBLIGATIONS AND LIABILITIES OF SELLER AND THE REMEDIES OF UNITED SET FORTH IN THIS ARTICLE ARE EXCLUSIVE AND IN SUBSTITUTION FOR, AND UNITED HEREBY WAIVES AND RELEASES, ALL OTHER INDEMNITIES, WARRANTIES, OBLIGATIONS AND LIABILITIES OF SELLER AND RIGHTS, CLAIMS AND REMEDIES OF UNITED AGAINST SELLER WITH RESPECT TO ANY INFRINGEMENT.                                                                                                                                                                                                                                                                                                                                                                                                                                      
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|ARTICLE 24.   CHANGE IN BUSINESS ENTITY.
|                                         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |                                                                                                                                                                                                             
|24.1                                     | Change in Ownership.   If any person or business entity that does not have a controlling interest in Seller as of the date of this Agreement obtains a controlling interest, whether by merger, acquisition, or otherwise, (hereafter "'Acquiring Entity"'), then: United, in its sole discretion, may terminate this Agreement, in whole or in part, at any time 30 days or more after the acquisition of such controlling interest without further obligation or liability to Seller or the Acquiring Entity.  If United does not terminate this Agreement, Seller will require the Acquiring Entity to become bound by the terms and conditions of this Agreement.                                                                                                                                         
|                                         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |                                                                                                                                                                                                             
|24.2                                     | For the purposes of this Agreement, "'Change of Ownership"' means  any  transaction  in  which thirty-five percent (35%) or more  of  the capital stock or assets of the Seller directly or indirectly  is transferred to or acquired by a single person or entity,  or  to  an  association  or  group  of entities and/or individuals  (for  example, without limitation, a voting trust) which  has an understanding or agreement among its constituents regarding  the ownership of their interests in Seller but shall not  shall  not  include  a  transfer  to  the estate of Norman Alexander (current  owner of approximately 53% of the aggregate voting power of   Sequa  Corporation  {ultimate  parent  of Chromalloy})  or a trust established by Norman Alexander for the benefit of his heirs.
|                                         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |                                                                                                                                                                                                             
|24.3                                     | Cessation of Business.   If Seller ceases to do business as a going concern, Seller will, if applicable, promptly provide United with all design, engineering, and manufacturing drawings and specifications, all testing and quality control procedures, equipment and manuals, and all other technical information, sufficient to allow United to obtain substitute performance of any obligations of Seller under this Agreement that Seller ceases to perform, and Seller hereby grants to United and its agents the right to use or have used such information to obtain such substitute performance, all at no charge to United other than copying costs.                                                                                                                                               





|ARTICLE 25.   CONFIDENTIAL INFORMATION.
|---------------------------------------
|                                       
|25.1                                   
|                                       
|25.2                                   





|ARTICLE 26.   PROPRIETARY RIGHTS.         
|------------------------------------------
|                                          
|                                          
|ARTICLE 27.   RELATIONSHIP OF THE PARTIES.
|                                          
|27.1                                      
|                                          
|27.2                                      
|                                          
|ARTICLE 28.   UNAUTHORIZED PAYMENTS.      
|                                          
|28.1                                      
|                                          
|28.2                                      
|                                          





|ARTICLE 29.   Publicity.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|29.1                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|ARTICLE 30.   NOTICES.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|30.1                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|FOR UNITED:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|FOR SELLER:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|Notices delivered personally will be deemed delivered when actually received.  Notices sent by certified mail or by overnight delivery service will be deemed delivered and received on the first to occur of (x) 2 business days after deposit in the United States mail or 1 business day after delivery of the same to such delivery service, as applicable, (y) written acceptance of delivery by the recipient thereof or (z) written rejection of delivery by the recipient thereof.  Notices transmitted by facsimile will be deemed delivered and received upon telephone or electronic confirmation of receipt.  If a Notice is received on a day that is not a business day, it will be deemed received on the next business day following such day.  Any Notice not in accordance with this Article will be void and of no legal effect.
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|ARTICLE 31.   GENERAL PROVISIONS.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|31.1                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               

|31.2 | Assignment.   Neither party may assign this Agreement in whole or in part without the prior written consent of the other party, and any such attempted assignment will be void.  Subject to the foregoing, the provisions herein will inure to the benefit of, and be binding upon, any permitted assignees of the respective parties hereto.  Consent by either party to such assignment in one instance will not constitute consent by either party to any other assignment.
|---- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|31.3 | Construction and Interpretation.   Unless otherwise expressly indicated or the context of this Agreement otherwise clearly requires:                                                                                                                                                                                                                                                                                                                                          
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|     | a).                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|     | b).                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|     | c).                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|     | d).                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|     | e).                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|     | f).                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|     | g).                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|     | h).                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|     | i).                                                                                                                                                                                                                                                                                                                                                                                                                                                                           





|     | j).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         | United and Seller represent that each of them was given an equal opportunity to negotiate the terms and conditions contained this Agreement and were represented by counsel. This Agreement will not be construed as if prepared by one of the parties, but rather according to its fair meaning as a whole, as if both parties had prepared it.
|---- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |                                                                                                                                                                                                                                                                                                                                                 
|31.4 | Counterparts.   This Agreement may be executed in multiple counterparts, each of which will be considered to be one and the same agreement, and will become a binding agreement when one or more counterparts have been signed by each party hereto and delivered to the other party.  If this Agreement or the signature page, as executed, is transmitted by one party to the other by facsimile, such facsimile transmission will be deemed an executed original of this Agreement and of such signature.                                                                                                                                                                                                                                                                                                                                               
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |                                                                                                                                                                                                                                                                                                                                                 
|31.5 | Entire Agreement.   This Agreement, including all appendicies attached to and/or referred to in this Agreement, embodies the entire agreement and understanding of the parties and, as of its effective date, terminates and supersedes all prior or independent agreements and understandings between the parties covering the same subject matter.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |                                                                                                                                                                                                                                                                                                                                                 
|31.6 | No Agency.   Nothing herein contained and no act in performance hereof will be deemed to constitute an agency, partnership or joint venture relationship between the parties.  Neither party will at any time represent or cause to suffer any representation that it, its officers, agents or employees have any such relationship or are employed by the other.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |                                                                                                                                                                                                                                                                                                                                                 
|31.7 | Partial Invalidity.   If any material provision of this Agreement is declared invalid by operation of law or held unenforceable by any court of competent jurisdiction and one party would suffer material harm thereby, such party will so notify the other party after which the parties will promptly attempt to agree to an amendment that would abrogate the effect of such invalid provision.  If the parties are not able to agree to such an amendment, the party who would suffer material harm by reason of such invalid provision may terminate this Agreement, in whole or in part, effective 30 days after notice to the other party.  If any other provision of this Agreement is for any reason held invalid, ineffective, unenforceable or contrary to public policy, the remainder of this Agreement will remain in full force and effect.
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |                                                                                                                                                                                                                                                                                                                                                 
|31.8 | Survival Clause.   Seller's representations, warranties, guarantees, indemnification and confidentiality obligations will continue in full force and effect notwithstanding expiration or termination of this Agreement and are expressly made for the benefit of and will be enforceable by United.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |                                                                                                                                                                                                                                                                                                                                                 
|31.9 | Third Party Rights.   Except as specifically provided otherwise, nothing contained in this Agreement will or is intended to create or will be construed to create any right in any duty or obligation to any third party.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  





|31.10                                                                                               | Waiver.  The right of either party to require strict performance and observance of any obligation hereunder will not be affected in any way by any previous waiver, forbearance or course of dealing.  No waiver of any right, obligation or default will be implied, but must be in writing signed by the party against whom the waiver is sought to be enforced.  Any particular waiver of any right, obligation or default will not be construed as a waiver of any subsequent or other right, obligation or default.  The remedies of either party provided herein will be cumulative and not exclusive.
|--------------------------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                                                                                    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|31.11                                                                                               | Governing Law.   This Agreement, including any actions in tort or contract, will be governed by and construed in accordance with the laws of the State of New York, without giving effect to conflict of laws principles which might refer such interpretation to the laws of a different state or jurisdiction.                                                                                                                                                                                                                                                                                            
|                                                                                                    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|31.12                                                                                               | Intentionally Blank.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|                                                                                                    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|31.13                                                                                               | Intentionally Blank.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|                                                                                                    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|31.14                                                                                               | Condition Precedent.   This Agreement will not be effective and binding on the parties until such time as:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|                                                                                                    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|                                                                                                    | a.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|                                                                                                    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|                                                                                                    | b.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|                                                                                                    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|                                                                                                    | Seller will commence promptly the steps to obtain the foregoing approval and agrees that it will complete the process and inform United on or before Aug. 29, 2003.                                                                                                                                                                                                                                                                                                                                                                                                                                         
|                                                                                                    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|EXECUTED as of the day and year first set forth above by the following duly authorized individuals.
|                                                                                                    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|CHROMALLOY GAS TURBINE CORPORATION                                                                  | UNITED AIR LINES, INC.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|By:                                                                                                 |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|Name:                                                                                               | Christine Richardson                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|Title:                                                                                              | President, Repair Operations,
Chromalloy Aircraft Engine Services                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           



APPENDIX 1

RATE ADJUSTMENT MECHANISM





[*]





APPENDIX 2

Monthly Flight Hours Update:

- In order to properly monitor the MBOH engines, a report will be required from United on a monthly basis that includes the average number of flight hours flown for all the engines included in the MBOH rate.  See sample report form below:



MONTHLY STATEMENT OF FLIGHT HOURS



FOR



UNITED AIRLINES PW2000 MBOH ENGINES









|Total Number of Hours Flown | Total Number of Cycles Flown | Take-off Derate
|--------------------------- | ---------------------------- | ---------------
|                            |                              |                







|AUTHORIZED UNITED AIRLINES SIGNATURE:
|-------------------------------------
|                                     
|NAME (Print):                        
|                                     
|                                     
|TITLE (Print):                       
|                                     
|                                     
|SIGNATURE:                           
|                                     
|                                     
|DATE:                                
|                                     
|                                     





|CHROMALLOY VERIFICATION:
|------------------------
|                        
|NAME (Print):           
|                        
|                        
|TITLE (Print):          
|                        
|                        
|SIGNATURE:              
|                        
|                        
|DATE:                   
|                        
|                        



APPENDIX 3



INITIAL TRANSITION PERIOD



The initial transition period spans approximately [*] before a full MBOH rate is achieved and that is outlined in a milestone chart.  The milestone chart includes detailed information on the Technical and Parts implementation details and timelines. [*]







APPENDIX 4

Time and Material Pricing



[*]



APPENDIX 5

|Appendix 5 - PW2000 RFP.xls |                                                                  |  |  |     |  |  |  | 
|--------------------------- | ---------------------------------------------------------------- |  |  | --- |  |  |  | 
|                            |                                                                  |  |  |     |  |  |  | 
|SUPPLIER NAME:              |                                                                  |  |  |     |  |  |  | 
|                            |                                                                  |  |  |     |  |  |  | 
|                            | United Airlines PW2000 Piece Part Material Cost Per Hour Program |  | 
|                            |                                                                  |  |  | [*] |  |  |  | 
|                           
|