***
      INDICATES CONFIDENTIAL MATERIAL OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL
      TREATMENT AND FILED WITH THE SECURITIES AND EXCHANGE COMMISSION SEPARATELY
      WITH
      A REQUEST FOR CONFIDENTIAL TREATMENT.

     

    PURCHASE
      AGREEMENT NUMBER 3309

     

    between

     

    THE
      BOEING COMPANY

     

    and

     

    CHINA
      EASTERN AIRLINES CORPORATION, LTD.

     

    Relating
      to Boeing Model 737-79P and 737-89P Aircraft

     

    with

     

    CHINA
      EASTERN AVIATION IMPORT & EXPORT CORPORATION


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    TABLE
      OF
      CONTENTS

    


    
      	 	 	 	
              SA

            
	
               

            	  	 	
              NUMBER

            
	
              ARTICLES 

            	 	 	 
	 	 	 	 
	
              1.

            	
              Quantity,
                Model and Description

            	 	
              1

            
	 	 	 	 
	
              2.

            	
              Delivery
                Schedule

            	 	
              1

            
	 	 	 	 
	
              3.

            	
              Price

            	 	
              1

            
	 	 	 	 
	
              4.

            	
              Payment

            	 	
              2

            
	 	 	 	 
	
              5.

            	
              Miscellaneous

            	 	
              2

            
	 	 	 	 
	
              TABLE

            	 	 	 
	 	 	 	 
	
              1.

            	
              Aircraft
                Information Table – Block A Aircraft

            	 	
              5

            
	 	 	 	 
	
              2.

            	
              Aircraft
                Information Table – Block B Aircraft

            	 	
              7

            
	 	 	 	 
	
              EXHIBIT

            	 	 	 
	 	 	 	 
	
              A-1.

            	
              Aircraft
                Configuration – Block A Aircraft

            	 	
              A

            
	 	 	 	 
	
              A-2.

            	
              Aircraft
                Configuration – Block B Aircraft

            	 	
              A

            
	 	 	 	 
	
              B.

            	
              Aircraft
                Delivery Requirements and Responsibilities

            	 	
              B

            
	 	 	 	 
	
              SUPPLEMENTAL
                EXHIBITS

            	 	 
	 	 	 	 
	
              AE1.

            	
              Escalation
                Adjustment/Airframe and Optional Features

            	 	
              AE1

            
	 	 	 	 
	
              BFE1.

            	
              BFE
                Variables

            	 	
              BFE1

            
	 	 	 	 
	
              CS1.

            	
              Customer
                Support Variables

            	 	
              CS1

            
	 	 	 	 
	
              EE1.

            	
              Engine
                Escalation/Engine Warranty and Patent Indemnity

            	 	
              EE1

            
	 	 	 	 
	
              SLP1.

            	
              Service
                Life Policy Components

            	 	
              SLP1

            


    


    
      
        
        

      

      
        i

        
          

        

      

      
        
        

      

    


    LETTER
      AGREEMENTS

     

    
      	
              3309-01

            	
              737
                Spare Parts Initial Provisioning

            
	 	 
	
              3309-02

            	
              Aircraft
                Model Substitution

            
	 	 
	
              6-1165-REW-0111

            	
              Liquidated
                Damages Non-Excusable Delay

            
	 	 
	
              6-1165-REW-0112

            	
              Performance
                Guarantees

            
	 	 
	
              6-1165-REW-0113

            	
              Special
                Matters - Toolbox Contract Extension

            
	 	 
	
              6-1165-REW-0114

            	
              Special
                Matters

            
	 	 
	
              6-1165-REW-0115

            	
              Payment
                Matters

            
	 	 
	
              6-1165-REW-0116

            	
              Government
                Approval

            
	 	 
	
              6-1165-REW-0117

            	
              Special
                Escalation Program

            
	 	 
	
              6-1165-REW-0118

            	
              Shareholder
                Approval

            
	 	 
	
              6-1165-REW-0119

            	
              Board
                Approval

            
	 	 
	
              6-1165-REW-0120

            	
              Volume
                Agreement

            


    


    
      
        
        

      

      
        ii

        
          

        

      

      
        
        

      

    


    Purchase
      Agreement No. 3309

     

    between

     

    The
      Boeing Company

     

    and
      

     

    China
      Eastern Airlines Corporation, Ltd.

     

      
        

      

       

    

    This
      Purchase Agreement No. 3309 dated as of  30
      JAN 2008
      between
      The Boeing Company (Boeing)
      and
      China Eastern Airlines Corporation, Ltd., (Customer)
      relating to the purchase and sale of Model 737-79P and 737-89P aircraft together
      with all tables, exhibits, supplemental exhibits, letter agreement and other
      attachments thereto, if any, (Purchase
      Agreement)
      incorporates the terms and conditions of the Aircraft General Terms Agreement
      dated as of March 7, 2001 between the parties, identified as AGTA-CEA (AGTA).
      Boeing and China Eastern Aviation Import & Export Corporation consent and
      agree that Customer may utilize the AGTA for the Purchasing Agreement, and
      Customer agrees to be bound by the terms and conditions of the
      AGTA.

     

    
      
        Article
          1. Quantity,
          Model and Description.

      

    

     

    The
      aircraft to be delivered to Customer will be designated as Model 737-79P and
      737-89P aircraft (the Aircraft).
      Boeing
      will manufacture and sell to Customer Aircraft conforming to the configuration
      described in Exhibit A- l and A-2 in the quantities listed in Table 1 and Table
      2 to the Purchase Agreement.

     

    
      
        Article
          2. Delivery
          Schedule.

      

    

     

    The
      scheduled months of delivery of the Aircraft are listed in the attached Table
      1
      and Table 2. Exhibit B describes certain responsibilities for both Customer
      and
      Boeing in order to accomplish the delivery of the Aircraft.

     

    
      
        Article
          3. Price.

      

    

     

    3.1 Aircraft
      Basic Price.
      The
      Aircraft Basic Price is listed in Table 1 and Table 2 in subject to escalation
      dollars.

     

    3.2 Advance
      Payment Base Prices.
      The
      Advance Payment Base Prices
      listed in Table 1 and Table 2 were calculated utilizing the latest escalation
      factors available
      to Boeing on the date of this Purchase Agreement projected to the month of
      scheduled delivery.


    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    


    
      
        Article
          4.Payment.

      

    

     

    ***

    


    
      
        Article
          5.Miscellaneous.

      

    

     

    5.1 Aircraft
      Information Table.
      Table 1
      and Table 2 consolidate information contained in Articles 1, 2, 3 and 4 with
      respect to (i) quantity of Aircraft, (ii) applicable Detail Specification,
      (iii)
      month and year of scheduled deliveries, (iv) Aircraft Basic Price, (v)
      applicable escalation factors and (vi) Advance Payment Base Prices and advance
      payments and their schedules.

     

    5.2 Escalation
      Adjustment/Airframe and Optional Features.
      Supplemental Exhibit AE1 contains the applicable airframe and optional features
      escalation formula.

     

    5.3 Buyer
      Furnished Equipment Variables.
      Supplemental Exhibit BFE1 contains vendor selection dates, on dock dates and
      other variables applicable to the Aircraft.

     

    5.4 Customer
      Support Variables.
      Information, training, services and other things furnished by Boeing in support
      of introduction of the Aircraft into Customer's fleet are described in
      Supplemental Exhibit CS1. The level of support to be

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    


    provided
      under Supplemental Exhibit CS1 (the Entitlements) assumes that at the time
      of
      delivery of Customer's first Aircraft under the Purchase Agreement, Customer
      has
      taken possession of a 737-79P and 737-89P aircraft whether such aircraft was
      purchased, leased or otherwise obtained by Customer from Boeing or another
      party. Under no circumstances under the Purchase Agreement or any other
      agreement will Boeing provide the Entitlements more than once to support
      Customer's operation of 737-79P and 737-89P aircraft.

    


    5.5 Engine
      Escalation Variables.
      Supplemental Exhibit EE1 describes the applicable engine escalation formula
      and
      contains the engine warranty and the engine patent indemnity for the
      Aircraft.

     

    5.6 Service
      Life Policy Component Variables.
      Supplemental Exhibit SLP1 lists the SLP Components covered by the Service Life
      Policy for the Aircraft (Covered
      Components).

     

    5.7 Public
      Announcement.
      Boeing
      reserves the right to make a public announcement regarding Customer's purchase
      of the Aircraft upon approval of Boeing's press release by Customer's public
      relations department or other authorized representative.

     

    5.8 Negotiated
      Agreement; Entire Agreement.
      This
      Purchase Agreement, including the provisions of Article 8.2 of the AGTA relating
      to insurance, and Article 11 of Part 2 of Exhibit C of the AGTA relating to
      DISCLAIMER
      AND RELEASE
      and
EXCLUSION
      OF CONSEQUENTIAL AND OTHER DAMAGES,
      has
      been the subject of discussion and negotiation and is understood by the parties;
      the Aircraft Price and other agreements of the parties stated in this Purchase
      Agreement were arrived at in consideration of such provisions. This Purchase
      Agreement, including the AGTA, contains the entire agreement between the parties
      and supersedes all previous proposals, understandings, commitments or
      representations whatsoever, oral or written, and may be changed only in writing
      signed by authorized representatives of the parties.

     

    5.9 Confidential
      Treatment.
      The
      information contained herein represents confidential business information and
      has value precisely because it is not available generally or to other parties.
      By receiving this Purchase Agreement, Customer agrees to limit the disclosure
      of
      its contents to employees of Customer with a need to know the contents for
      purposes of helping Customer evaluate or respond to the Purchase Agreement
      and
      who understand they are not to disclose its contents to any other person or
      entity without the prior written consent of Boeing. In addition to any equitable
      relief that may be available to Boeing in the event of a breach of this clause,
      Boeing may rescind any business concessions or delivery positions that are
      the
      subject of the unauthorized disclosure by Customer.


    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    


    [***THIS
      PAGE HAS BEEN REDACTED***]


    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    


    Table
      1 to

    Aircraft
      Delivery, Description, Price and Advance Payments

    


    
      	
              Airframe
                Model/MTOW:

            	 	
              737-700

            	 	
              Detail
                Specification:

            	 	
              D019A001CEA37P-1 (8/6/2007)

            
	 	 	 	 	 	 	 
	
              Engine
                Model/Thrust:

            	 	
              CFM56-7B22

            	 	
              Airframe
                Price Base Year/Escalation Formula:

            	 	
              ***

            
	 	 	 	 	 	 	 
	
              Airframe
                Price:

            	 	
              ***

            	 	
              Engine
                Price Base Year/Escalation Formula:

            	 	
              ***

            
	 	 	 	 	 	 	 
	
              Optional
                Features:

            	 	
              ***

            	 	 	 	
            
	 	 	 	 	 	 	 
	
              Sub-Total
                of Airframe and Features:

            	 	
              ***

            	 	
              Airframe
                Escalation Data:

            	 	
            
	 	 	 	 	 	 	 
	
              Engine
                Price (Per Aircraft):

            	 	
              ***

            	 	
              Base
                Year Index (ECI):

            	 	
              ***

            
	 	 	 	 	 	 	 
	
              Aircraft
                Basic Price (Excluding BFE/SPE):

            	 	
              ***

            	 	
              Base
                Year Index (ICI):

            	 	
              ***

            
	 	 	 	 	 	 	 
	
              Buyer
                Furnished Equipment (BFE) Estimate:

            	 	
              ***

            	 	 	 	
            
	 	 	 	 	 	 	 
	
              Seller
                Furnished Equipment (SPE) Estimate:

            	 	
              ***

            	 	 	 	
            
	 	 	 	 	 	 	 
	 	 	
              ***

            	 	 	 	
            
	 	 	 	 	 	 	 
	
              Refundable
                Deposit/Aircraft at proposal Accept:

            	
                

            	
              ***

            	
                

            	 	
                

            	
               

            


    

    


    
      	
              Delivery
                Date

            	 	
              Number
                of

              Aircraft

            	 	
              ***

            
	
              Jul-2011

            	 	
              1

            	 	
              ***

            
	
              Aug-2012

            	 	
              1

            	 	
              ***

            
	
              Nov-2012

            	 	
              1

            	 	
              ***

            
	
              Apr-2013

            	 	
              1

            	 	
              ***

            
	
              Aug-2013

            	 	
              1

            	 	
              ***

            
	
              Nov-2013

            	 	
              1

            	 	
              ***

            
	
              Feb-2014

            	 	
              1

            	 	
              ***

            
	
              Apr-2014

            	 	
              1

            	 	
              ***

            
	
              Jun-2014

            	 	
              1

            	 	
              ***

            
	
              Aug-2014

            	 	
              1

            	 	
              ***

            
	
              Oct-2014

            	 	
              1

            	 	
              ***

            
	
              Mar-2015

            	 	
              1

            	 	
              ***

            
	
              Jun-2015

            	 	
              1

            	 	
              ***

            


    

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

    
      Table
        1 to

      Aircraft
        Delivery, Description, Price and Advance Payments
        (continued)

    

     

    
      	
              Aug-2015

            	 	
              1

            	 	
              ***

            
	
              Oct
                -2015

            	 	
              1

            	 	
              ***

            
	
              Total:

            	
                

            	
              15

            	
                

            	
              ***

            


    

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    


    Table
      2 to

    Aircraft
      Delivery, Description, Price and Advance Payments

    


    
      	
              Airframe
                Model/MTOW:

            	 	
              737-800

            	 	
              Detail
                Specification:

            	 	
              D019A001CEA38P-1 REV B (10/3/2005)

            
	 	 	 	 	 	 	 
	
              Engine
                Model/Thrust:

            	 	
              CFM56-7B2

            	 	
              Airframe
                Price Base Year/Escalation Formula:

            	 	
              ***

            
	 	 	 	 	 	 	 
	
              Airframe
                Price:

            	 	
              ***

            	 	
              Engine
                Price Base Year/Escalation Formula:

            	 	
              ***

            
	 	 	 	 	 	 	 
	
              Optional
                Features:

            	 	
              ***

            	 	 	 	
               

            
	 	 	 	 	 	 	 
	
              Sub-Total
                of Airframe and Features:

            	 	
              ***

            	 	
              Airframe
                Escalation Data:

            	 	
               

            
	 	 	 	 	 	 	 
	
              Engine
                Price (Per Aircraft):

            	 	
              ***

            	 	
              Base
                Year Index (ECI):

            	 	
              ***

            
	 	 	 	 	 	 	 
	
              Aircraft
                Basic Price (Excluding BFE/SPE):

            	 	
              ***

            	 	
              Base
                Year Index (ICI):

            	 	
              ***

            
	 	 	 	 	 	 	 
	
              Buyer
                Furnished Equipment (BFE) Estimate:

            	 	
              ***

            	 	 	 	
            
	 	 	 	 	 	 	 
	
              Seller
                Furnished Equipment (SPE) Estimate:

            	 	
              ***

            	 	 	 	
               

            
	 	 	
              ***

            	 	 	 	
               

            
	 	 	 	 	 	 	 
	
              Refundable
                Deposit/Aircraft at Proposal Accep:

            	
                

            	
              ***

            	
                

            	 	
                

            	
               

            


    

    


    
      	
              Delivery
                Date

            	 	
              Number
                of

              Aircraft

            	 	
              ***

            
	
              Nov-2011

            	 	
              1

            	 	
              ***

            
	
              Oct-2012

            	 	
              1

            	 	
              ***

            
	
              Mar-2013

            	 	
              1

            	 	
              ***

            
	
              Jun-2013

            	 	
              1

            	 	
              ***

            
	
              Sep-2013

            	 	
              1

            	 	
              ***

            
	
              Dec-2013

            	 	
              1

            	 	
              ***

            
	
              Mar-2014

            	 	
              1

            	 	
              ***

            
	
              May-2014

            	 	
              1

            	 	
              ***

            
	
              Jul-2014

            	 	
              1

            	 	
              ***

            
	
              Sep-2014

            	 	
              1

            	 	
              ***

            
	
              Feb-2015

            	 	
              1

            	 	
              ***

            
	
              Apr-2015

            	 	
              1

            	 	
              ***

            
	
              Jul-2015

            	 	
              1

            	 	
              ***

            


    

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

     

    
      Table
        2 to

      Aircraft
        Delivery, Description, Price and Advance Payments
        (continued)

    

     

    
      	
              Sep2015

            	 	
              1

            	 	
              ***

            
	
              Nov-2015

            	 	
              1

            	 	
              ***

            
	
              Total:

            	
                

            	
              15

            	
                

            	
              ***

            


    

     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

     

    AIRCRAFT
      CONFIGURATION

     

    between

     

    THE
      BOEING COMPANY

     

    and

     

    CHINA
      EASTERN AIRLINES CORPORATION, LTD.

     

    Exhibit
      A-1 to Purchase Agreement Number 3309


     

    Block
      A aircraft


    
      
        
        

      

      
        A

        
          

        

      

      
        
        

      

    

     

    AIRCRAFT
      CONFIGURATION

     

    Dated
      30
      JAN 2008

     

    relating
      to

     

    Block
      A

     

    BOEING
      MODEL 737-79P AIRCRAFT

     

    The
      Detail Specification is Boeing Detail Specification D019A001CEA38P-1 Rev TBD
      dated as of TBD. Such Detail Specification will be comprised of Boeing Detail
      Specification D019A001CEA37P-1 Rev L dated August 6, 2007 as amended to
      incorporate the Options listed below, including the effects on Manufacturer’s
      Empty Weight (MEW) and Operating Empty Weight (OEW). As soon as practicable,
      Boeing will furnish to Customer copies of the Detail Specification, which copies
      will reflect such Options. The Aircraft Basic Price reflects and includes all
      effects of such Options, except such Aircraft Basic Price does not include
      the
      price effects of any Buyer Furnished Equipment or Seller Purchased
      Equipment.

     

    
      
        
        

      

      
        A-1

        
          

        

      

      
        
        

      

    

     

    

        Attachment
          A-1

        to
          PA
          3309

         


    


      ***

    

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
      

           

          Attachment
            A-1

          to
            PA
            3309

           


      


        ***


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
      

           

          Attachment
            A-1

          to
            PA
            3309

           


      


        ***


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      

          Attachment
            A-1

          to
            PA
            3309

           


      


        ***


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      

          Attachment
            A-1

          to
            PA
            3309


      


        ***


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      

          Attachment
            A-1

          to
            PA
            3309

           


      


        ***


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
       

      

          Attachment
            A-1 to 

          PA
            3309

           


      


        ***


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    

      AIRCRAFT
        CONFIGURATION

       

      between

       

      THE
        BOEING COMPANY

       

      and

       

      CHINA
        EASTERN AIRLINES CORPORATION, LTD.


       

      Exhibit
        A-2 to Purchase Agreement Number 3309


       

      Block
        B aircraft


      
        
          
          

        

        
          A

          
            

          

        

        
          
          

        

      


      AIRCRAFT
        CONFIGURATION

       

      Dated
        30
        Jan
        2008

       

      relating
        to

       

      Block
        B

       

      BOEING
        MODEL 737-89P AIRCRAFT


       

      The
        Detail Specification is Boeing Detail Specification D019A001CEA38P-1 Rev
        TBD
        dated as of TBD. Such Detail Specification will be comprised of Boeing Detail
        Specification D019A001CEA38P-1 Rev B dated October 3, 2005 as amended to
        incorporate the Options listed below, including the effects on Manufacturer’s
        Empty Weight (MEW) and Operating Empty Weight (OEW). As soon as practicable,
        Boeing will furnish to Customer copies of the Detail Specification, which
        copies
        will reflect such Options. The Aircraft Basic Price reflects and includes
        all
        effects of such Options, except such Aircraft Basic Price does not include
        the
        price effects of any Buyer Furnished Equipment or Seller Purchased
        Equipment.

       

      
        
          
          

        

        
          A-1

          
            

          

        

        
          
          

        

      

       

      

          Exhibit
            A-2 to

          Purchase
            Agreement No. 3309

           

          ***

           


      

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        

            
              Exhibit
                A-2 to

              Purchase
                Agreement No. 3309

               

              ***

            

          

          
            
              
              

            

            
              
              

              
                

              

            

            
              
              

            

          

        

      

      
         

        

            Exhibit
              A-2 to

            Purchase
              Agreement No. 3309

             

            ***

          

          
            
              
              

            

            
              
              

              
                

              

            

            
              
              

            

          

        

      

      
         

        

            Exhibit
              A-2 to

            Purchase
              Agreement No. 3309

             

            ***

          

          
            
              
              

            

            
              
              

              
                

              

            

            
              
              

            

          

        

      

      
         

        

            Exhibit
              A-2 to

            Purchase
              Agreement No. 3309

             

            ***

             


        

      

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

     

    AIRCRAFT
      DELIVERY REQUIREMENTS AND RESPONSIBILITIES

     

    between

     

    THE
      BOEING COMPANY

     

    and

     

    CHINA
      EASTERN AIRLINES CORPORATION, LTD.

     

    Exhibit
      B
      to Purchase Agreement Number 3309

     

    
      
        
        

      

      
        B

        
          

        

      

      
        
        

      

    


    Exhibit
      B
      to

    Purchase
      Agreement No. 3309

    Page
      1


    


    AIRCRAFT
      DELIVERY REQUIREMENTS AND RESPONSIBILITIES

    


    relating
      to

    


    BOEING
      MODEL 737-79P and 737-89P AIRCRAFT

    


    


    Both
      Boeing and Customer have certain documentation and approval responsibilities
      at
      various time during the construction cycle of Customer’s Aircraft that are
      critical to making the delivery of each Aircraft a positive experience for
      both
      parties. This Exhibit B documents those responsibilities and indicates
      recommended completion deadlines for the actions to be
      accomplished.

    


    
      	
            	1.	
              GOVERNMENT
                DOCUMENTATION REQUIREMENTS.

            


    

     

    Certain
      actions are required to be taken by Customer in advance of the scheduled
      delivery month of each Aircraft with respect to obtaining certain government
      issued documentation.

     

    
      	
            	1.1	
              Airworthiness
                and Registration Documents.

            


    

     

    Not
      later
      than 6
      months prior to delivery
      of each
      Aircraft, Customer will notify Boeing of the registration number to be painted
      on the side of the Aircraft. In addition, not later than 3
      months prior to delivery
      of each
      Aircraft, Customer will, by letter to the regulatory authority having
      jurisdiction, authorize the temporary use of such registration numbers by Boeing
      during the pre-delivery testing of the Aircraft.

     

    Customer
      is responsible for furnishing any Temporary or Permanent Registration
      Certificates required by any governmental authority having jurisdiction to
      be
      displayed aboard the Aircraft after delivery.

     

    
      	
            	1.2	
              Certificate
                of Sanitary Construction.

            


    

     

    1.2.1 U.S.
      Registered Aircraft.
      Boeing
      will obtain from the United States Public Health Service, a United States
      Certificate of Sanitary Construction to be displayed aboard each Aircraft after
      delivery to Customer.

     

    1.2.2 Non-U.S.
      Registered Aircraft.
      If
      Customer requires a United States Certificate of Sanitary Construction at the
      time of delivery of the Aircraft, Customer will give written notice thereof
      to
      Boeing at least 3 months prior to delivery. Boeing will then use its reasonable
      best efforts to obtain the Certificate from

     

    
      
        
        

      

      
        B-1

        
          

        

      

      
        
        

      

    

    

      Exhibit
        B
        to

      Purchase
        Agreement No. 3309

      Page
        2

       

      the
        United States Public Health Service and present it
        to Customer at the time of Aircraft delivery.

       

    

    
      	
            	
              1.3

            	
              Customs
                Documentation.

            


    

     

    1.3.1 Import
      Documentation.
      If the
      Aircraft is intended to be exported from the United States, Customer must notify
      Boeing not later than 3 months prior to delivery of each Aircraft of any
      documentation required by the customs authorities or by any other agency of
      the
      country of import.

     

    1.3.2 General
      Declaration - U.S.
      If the
      Aircraft is intended to be exported from the United States, Boeing will prepare
      Customs Form 7507, General Declaration, for execution by U.S. Customs
      immediately prior to the ferry flight of the Aircraft. For this purpose,
      Customer will furnish to Boeing not later than 20 days prior to delivery all
      information required by U.S. Customs or U.S. Immigration and Naturalization
      Service, including without limitation (i) a complete crew and passenger list
      identifying the names, birth dates, passport numbers and passport expiration
      dates of all crew and passengers and (ii) a complete ferry flight itinerary,
      including point of exit from the United States for the Aircraft.

     

    If
      Customer intends, during the ferry flight of an Aircraft, to land at a U.S.
      airport after clearing Customs at delivery, Customer must notify Boeing not
      later than 20
      days prior to delivery
      of such
      intention. If Boeing receives such notification, Boeing will provide to Customer
      the documents constituting a Customs permit to proceed, allowing such Aircraft
      to depart after any such landing. Sufficient copies of completed Form 7507,
      along with passenger manifest, will be furnished to Customer to cover U.S.
      stops
      scheduled for the ferry flight.

     

    1.3.3 Export
      Declaration - U.S.
      If the
      Aircraft is intended to be exported from the United States, Boeing will prepare
      Form 7525V and, immediately
      prior to the ferry flight,
      will
      submit such Form to U.S. Customs on Seattle in order to obtain clearance for
      the
      departure of the Aircraft, including any cargo, from the United States. U.S.
      Customs will deliver the Export Declaration to the U.S. Department of Commerce
      after export.

     

    
      	
            	2.	
              INSURANCE
                CERTIFICATES.

            


    

     

    ***

     

    
      
        
        

      

      
        B-2

        
          

        

      

      
        
        

      

    

    

      Exhibit
        B
        to

      Purchase
        Agreement No. 3309

      Page
        3

    

    


    
      	
            	3.	
              NOTICE
                OF FLYAWAY CONFIGURATION.

            


    

     

    ***

     

    
      	
            	4.	
              DELIVERY
                ACTIONS BY BOEING.

            


    

     

    ***

     

    
      
        
        

      

      
        B-3

        
          

        

      

      
        
        

      

    

    

      Exhibit
        B
        to

      Purchase
        Agreement No. 3309

      Page
        4

    

     

    ***

     

    
      	
            	5.	
              DELIVERY
                ACTIONS BY CUSTOMER.

            


    

     

    5.1 Aircraft
      Radio Station License. At delivery Customer will provide its Aircraft Radio
      Station License to be placed on board the Aircraft following
      delivery.

     

    5.2 Aircraft
      Flight Log.
      At
      delivery Customer will provide the Aircraft Flight Log for the
      Aircraft.

     

    5.3 Delegation
      of Authority.
      Customer will present to Boeing at delivery of the Aircraft an original or
      certified copy of Customer’s Delegation of Authority designing and authorizing
      certain persons to act on its behalf in connection with delivery of the
      specified Aircraft.

     

    5.4 TSA
      Waiver Approval.
      Should
      the Aircraft be exported, a TSA waiver approval is required for the ferry
      flight, unless Customer has a TSA

     

    
      
        
        

      

      
        B-4

        
          

        

      

      
        
        

      

    

    

      Exhibit
        B
        to

      Purchase
        Agreement No. 3309

      Page
        5

       

    

    approved
      program. Customer is responsible for submittal of TSA waiver to the TSA and
      following up with the TSA for approval. A copy of the TSA waiver approval is
      to
      be provided by Customer to Boeing upon arrival of Customer’s acceptance team at
      the Boeing delivery center.

     

    
      
        
        

      

      
        B-5

        
          

        

      

      
        
        

      

    


    ESCALATION
      ADJUSTMENT

     

    AIRFRAME
      AND OPTIONAL FEATURES

     

    between

     

    THE
      BOEING COMPANY

     

    and

     

    CHINA
      EASTERN AIRLINES CORPORATION, LTD.

     

    Supplemental
      Exhibit AE1 to Purchase Agreement Number 3309

     

    
      
        
        

      

      
        AE1

        
          

        

      

      
        
        

      

    


    
      	
              1.

            	
              Formula.

            


    

     

    ***

     

    
      
        
        

      

      
        AE1-1

        
          

        

      

      
        
        

      

    

     

    [***THIS
      PAGE HAS BEEN REDACTED***]

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    [***THIS
      PAGE HAS BEEN REDACTED***]

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    [***THIS
      PAGE HAS BEEN REDACTED***]

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    BUYER
      FURNISHED EQUIPMENT VARIABLES

     

    between

     

    THE
      BOEING COMPANY

     

    and

     

    CHINA
      EASTERN AIRLINES CORPORATION, LTD. (CEA)

     

    Supplemental
      Exhibit BFE1 to Purchase Agreement Number 3309

     

    
      
        
        

      

      
        BFE1

        
          

        

      

      
        
        

      

    


    BUYER
      FURNISHED EQUIPMENT VARIABLES

     

    relating
      to

     

    BOEING
      MODEL 737-79P and 737-89P AIRCRAFT

     

    This
      Supplemental Exhibit BFE1 contains vendor selection dates, on-dock dates and
      other variables applicable to the Aircraft.

     

    
      	
              1.

            	
              Supplier
                Selection.

            


    

     

    Customer
      will:

     

    
      	 	
              1.1

            	
              Select
                and notify Boeing of the suppliers and part numbers of the following
                BFE
                items by the following dates:

            


    

     

    
      	
              Galley
                System

            	
              ***September
                1, 2010

            
	 	 
	
              Galley
                Inserts

            	
              ***September
                1, 2010

            
	 	 
	
              Seats
                (passenger)

            	
              ***September
                1, 2010

            
	 	 
	
              Cabin
                Systems Equipment

            	
              September
                1, 2010

            
	 	 
	
              Miscellaneous
                Emergency Equipment

            	
              September
                1, 2010

            
	 	 
	
              Cargo
                Handling Systems

            	
              September
                1, 2010

            


    

     

    For
      a new
      certification, supplier requires notification 10 months prior to Cargo Handling
      System on-dock date.

     

    **-If
      configuration for this program includes any or all below, customer will need
      to
      provide Supplier Selections two (2) months earlier than stated
      above.

     

    
      	 	
              -

            	
              Development
                seats

            


    

     

    
      	 	
              -

            	
              In
                seat video

            


    

     

    
      	 	
              -

            	
              G4C/G4D
                galleys

            


    

     

    
      
        
        

      

      
        BFE1-1

        
          

        

      

      
        
        

      

    

    2. On-dock
      Dates

     

    On
      or
      before October 2010, Boeing will provide to Customer a BFE Requirements
      On-Dock/Inventory Document (BFE Document) or an electronically transmitted
      BFE
      Report which may be periodically revised, setting forth the items, quantities,
      on-dock dates and shipping instructions relating to the in-sequence installation
      of BFE. For planning purposes, a preliminary BFE on-dock schedule is set forth
      below:

     

    
      	
              Item

            	 	
              Preliminary On-Dock Dates

            	 
	 	 	
              July 2011

              Aircraft

            	 	
              November 2011

              Aircraft

            	 
	
              Seats

            	 	5/20/2011	 	9/22/2011	 
	
              Galleys/Furnishings

            	 	5/13/2011	 	9/15/2011	 
	
              Antennas
                & Mounting Equipment

            	 	3/21/2011	 	7/22/2011	 
	
              Avionics

            	 	5/13/2011	 	9/15/2011	 
	
              Cabin
                Systems Equipment

            	 	5/13/2011	 	9/15/2011	 
	
              Miscellaneous
                Emergency Equipment

            	 	5/13/2011	 	9/15/2011	 
	
              Textiles/Raw
                Material

            	 	2/8/2011	 	6/9/2011	 
	
              Cargo
                Systems

            	 	4/29/2011	 	9/1/2011	 
	
              Provision
                Kits

            	 	12/23/2010	 	5/2/2011	 
	
              Radomes

            	 	4/13/2011	 	8/15/2011	 


    

     

    
      
        
        

      

      
        BFE1-2

        
          

        

      

      
        
        

      

    

    

      
        	
                Item

              	 	
                Preliminary On-Dock Dates

              	 
	 	 	
                August 2012

                Aircraft

              	 	
                October 2012

                Aircraft

              	 
	
                Seats

              	 	6/21/2012	 	8/23/2012	 
	
                Galleys/Furnishings

              	 	6/14/2012	 	8/16/2012	 
	
                Antennas
                  & Mounting Equipment

              	 	4/20/2012	 	6/22/2012	 
	
                Avionics

              	 	6/14/2012	 	8/16/2012	 
	
                Cabin
                  Systems Equipment

              	 	6/14/2012	 	8/16/2012	 
	
                Miscellaneous
                  Emergency Equipment

              	 	6/14/2012	 	8/16/2012	 
	
                Textiles/Raw
                  Material

              	 	3/9/2012	 	5/10/2012	 
	
                Cargo
                  Systems

              	 	6/1/2012	 	8/2/2012	 
	
                Provision
                  Kits

              	 	2/1/2012	 	4/2/2012	 
	
                Radomes

              	 	5/14/2012	 	7/16/2012	 


      

    

    

      
        	
                Item

              	 	
                Preliminary On-Dock Dates

              	 
	 	 	
                November 2012

                Aircraft

              	 	
                March 2013

                Aircraft

              	 
	
                Seats

              	 	9/20/2012	 	1/23/2013	 
	
                Galleys/Furnishings

              	 	9/13/2012	 	1/16/2013	 
	
                Antennas
                  & Mounting Equipment

              	 	7/20/2012	 	11/26/2012	 
	
                Avionics

              	 	9/13/2012	 	1/16/2013	 
	
                Cabin
                  Systems Equipment

              	 	9/13/2012	 	1/16/2013	 
	
                Miscellaneous
                  Emergency Equipment

              	 	9/13/2012	 	1/16/2013	 
	
                Textiles/Raw
                  Material

              	 	6/7/2012	 	10/1/2012	 
	
                Cargo
                  Systems

              	 	8/30/2012	 	1/2/2013	 
	
                Provision
                  Kits

              	 	4/30/2012	 	9/4/2012	 
	
                Radomes

              	 	8/13/2012	 	1/11/2012	 


      

    

     

    
      
        
        

      

      
        BFE1-3

        
          

        

      

      
        
        

      

    

     

    
      	
              Item

            	 	
              Preliminary On-Dock Dates

            	 
	 	 	
              April 2013

              Aircraft

            	 	
              June 2013

              Aircraft

            	 
	
              Seats

            	 	2/20/2013	 	4/19/2013	 
	
              Galleys/Furnishings

            	 	2/13/2013	 	4/12/2013	 
	
              Antennas
                & Mounting Equipment

            	 	12/11/2012	 	2/20/2013	 
	
              Avionics

            	 	2/13/2013	 	4/12/2013	 
	
              Cabin
                Systems Equipment

            	 	2/13/2013	 	4/12/2013	 
	
              Miscellaneous
                Emergency Equipment

            	 	2/13/2013	 	4/12/2013	 
	
              Textiles/Raw
                Material 

            	 	10/29/2012	 	1/10/2013	 
	
              Cargo
                Systems

            	 	1/30/2013	 	3/29/2013	 
	
              Provision
                Kits

            	 	9/28/2012	 	11/29/2012	 
	
              Radomes

            	 	1/14/2013	 	4/10/2013	 


    

     

    
      	
              Item

            	 	
              Preliminary On-Dock Dates

            	 
	 	 	
              August 2013

              Aircraft

            	 	
              September 2013

              Aircraft

            	 
	
              Seats

            	 	 6/20/2013	 	 7/23/2013	 
	
              Galleys/Furnishings

            	 	 6/13/2013	 	 7/16/2013	 
	
              Antennas
                & Mounting Equipment

            	 	 4/19/2013	 	 5/23/2013	 
	
              Avionics

            	 	 6/13/2013	 	 7/16/2013 
	
              Cabin
                Systems Equipment

            	 	 6/13/2013	 	 7/16/2013	 
	
              Miscellaneous
                Emergency Equipment

            	 	 6/13/2013	 	 7/16/2013	 
	
              Textiles/Raw
                Material

            	 	 3/8/2013	 	 4/9/2013	 
	
              Cargo
                Systems

            	 	 5/30/2013	 	 7/2/2013	 
	
              Provision
                Kits

            	 	 1/30/2013	 	 3/1/2013	 
	
              Radomes

            	 	 5/13/2013	 	 6/17/2013	 


    

     

    
      
        
        

      

      
        BFE1-4

        
          

        

      

      
        
        

      

    

     

    
      	
              Item

            	 	
              Preliminary On-Dock Dates

            	 
	 	 	
              November 2013

              Aircraft

            	 	
              December 2013

              Aircraft

            	 
	
              Seats

            	 	9/20/2013	 	10/23/2013	 
	
              Galleys/Furnishings

            	 	9/13/2013	 	10/16/2013	 
	
              Antennas
                & Mounting Equipment

            	 	7/19/2013	 	8/23/2013	 
	
              Avionics

            	 	9/13/2013	 	10/16/2013	 
	
              Cabin
                Systems Equipment

            	 	9/13/2013	 	10/16/2013	 
	
              Miscellaneous
                Emergency Equipment

            	 	9/13/2013	 	10/16/2013	 
	
              Textiles/Raw
                Material 

            	 	6/7/2013	 	7/11/2013	 
	
              Cargo
                Systems

            	 	8/30/2013	 	10/2/2013	 
	
              Provision
                Kits

            	 	4/30/2013	 	6/3/2013	 
	
              Radomes

            	 	9/10/2013	 	9/16/2013	 


    

     

    
      	
              Item

            	 	
              Preliminary On-Dock Dates

            	 
	 	 	
              February 2014

              Aircraft

            	 	
              March 2014

              Aircraft

            	 
	
              Seats

            	 	12/13/2013	 	1/23/2014	 
	
              Galleys/Furnishings

            	 	12/6/2013	 	1/16/2014	 
	
              Antennas
                & Mounting Equipment

            	 	10/14/2013	 	11/22/2013	 
	
              Avionics

            	 	12/6/2013	 	1/16/2014	 
	
              Cabin
                Systems Equipment

            	 	12/6/2013	 	1/16/2014	 
	
              Miscellaneous
                Emergency Equipment

            	 	12/6/2013	 	1/16/2014	 
	
              Textiles/Raw
                Material

            	 	8/29/2013	 	10/1/2013	 
	
              Cargo
                Systems

            	 	11/22/2013	 	1/2/2014	 
	
              Provision
                Kits

            	 	7/22/2013	 	9/3/2013	 
	
              Radomes

            	 	11/6/2013	 	12/16/2013	 


    

     

    
      
        
        

      

      
        BFE1-5

        
          

        

      

      
        
        

      

    

     

    
      	
              Item

            	 	
              Preliminary On-Dock Dates

            	 
	 	 	
              April 2014

              Aircraft

            	 	
              May 2014

              Aircraft

            	 
	
              Seats

            	 	2/20/2014	 	3/21/2014	 
	
              Galleys/Furnishings

            	 	2/13/2014	 	3/14/2014	 
	
              Antennas
                & Mounting Equipment

            	 	12/20/2013	 	1/21/2014	 
	
              Avionics

            	 	2/13/2014	 	3/14/2014	 
	
              Cabin
                Systems Equipment

            	 	2/13/2014	 	3/14/2014	 
	
              Miscellaneous
                Emergency Equipment

            	 	2/13/2014	 	3/14/2014	 
	
              Textiles/Raw
                Material

            	 	10/29/2013	 	11/27/2013	 
	
              Cargo
                Systems

            	 	1/30/2014	 	2/28/2014	 
	
              Provision
                Kits

            	 	9/30/2013	 	10/28/2013	 
	
              Radomes

            	 	1/13/2014	 	2/14/2014	 


    

     

    
      	
              Item

            	 	
              Preliminary On-Dock Dates

            	 
	 	 	
              June 2014

              Aircraft

            	 	
              July 2014

              Aircraft

            	 
	
              Seats

            	 	4/22/2014	 	5/21/2014	 
	
              Galleys/Furnishings

            	 	4/15/2014	 	5/14/2014	 
	
              Antennas
                & Mounting Equipment

            	 	2/21/2014	 	3/21/2014	 
	
              Avionics

            	 	4/15/2014	 	5/14/2014	 
	
              Cabin
                Systems Equipment

            	 	4/15/2014	 	5/14/2014	 
	
              Miscellaneous
                Emergency Equipment

            	 	4/15/2014	 	5/14/2014	 
	
              Textiles/Raw
                Material

            	 	1/9/2014	 	2/7/2014	 
	
              Cargo
                Systems

            	 	4/2/2014	 	5/1/2014	 
	
              Provision
                Kits

            	 	12/2/2013	 	1/2/2014	 
	
              Radomes

            	 	3/14/2014	 	4/14/2014	 


    

     

    
      
        
        

      

      
        BFE1-6

        
          

        

      

      
        
        

      

    

     

    
      	
              Item

            	 	
              Preliminary On-Dock Dates

            	 
	 	 	
              August 2014

              Aircraft

            	 	
              September 2014

              Aircraft

            	 
	
              Seats

            	 	6/20/2014	 	7/23/2014	 
	
              Galleys/Furnishings

            	 	6/13/2014	 	7/16/2014	 
	
              Antennas
                & Mounting Equipment

            	 	4/21/2014	 	5/23/2014	 
	
              Avionics

            	 	6/13/2014	 	7/16/2014	 
	
              Cabin
                Systems Equipment

            	 	6/13/2014	 	7/16/2014	 
	
              Miscellaneous
                Emergency Equipment

            	 	6/13/2014	 	7/16/2014	 
	
              Textiles/Raw
                Material 

            	 	3/10/2014	 	4/9/2014	 
	
              Cargo
                Systems

            	 	5/30/2014	 	7/2/2014	 
	
              Provision
                Kits

            	 	1/30/2014	 	3/3/2014	 
	
              Radomes

            	 	5/13/2014	 	6/16/2014	 


    

     

    
      	
              Item

            	 	
              Preliminary On-Dock Dates

            	 
	 	 	
              October 2014

              Aircraft

            	 	
              February 2015

              Aircraft

            	 
	
              Seats

            	 	8/21/2014	 	12/15/2014	 
	
              Galleys/Furnishings

            	 	8/14/2014	 	12/8/2014	 
	
              Antennas
                & Mounting Equipment

            	 	6/20/2014	 	10/15/2014	 
	
              Avionics

            	 	8/14/2014	 	12/8/2014	 
	
              Cabin
                Systems Equipment

            	 	8/14/2014	 	12/8/2014	 
	
              Miscellaneous
                Emergency Equipment

            	 	8/14/2014	 	12/8/2014	 
	
              Textiles/Raw
                Material

            	 	5/8/2014	 	8/29/2014	 
	
              Cargo
                Systems

            	 	7/31/2014	 	11/24/2014	 
	
              Provision
                Kits

            	 	3/31/2014	 	7/24/2014	 
	
              Radomes

            	 	7/14/2014	 	11/7/2014	 


    

     

    
      
        
        

      

      
        BFE1-7

        
          

        

      

      
        
        

      

    

     

    
      	
              Item

            	 	
              Preliminary On-Dock Dates

            	 
	 	 	
              March 2015

              Aircraft

            	 	
              April 2015

              Aircraft

            	 
	
              Seats

            	 	1/22/2015	 	2/19/2015	 
	
              Galleys/Furnishings

            	 	1/15/2015	 	2/12/2015	 
	
              Antennas
                & Mounting Equipment

            	 	11/23/2014	 	12/19/2014	 
	
              Avionics

            	 	1/15/2015	 	2/12/2015	 
	
              Cabin
                Systems Equipment

            	 	1/15/2015	 	2/12/2015	 
	
              Miscellaneous
                Emergency Equipment

            	 	1/15/2015	 	2/12/2015	 
	
              Textiles/Raw
                Material 

            	 	9/30/2014	 	10/28/2014	 
	
              Cargo
                Systems

            	 	1/2/2015	 	1/29/2015	 
	
              Provision
                Kits

            	 	9/2/2014	 	9/29/2014	 
	
              Radomes

            	 	12/15/2014	 	1/12/2015	 


    

     

    
      	
              Item

            	 	
              Preliminary On-Dock Dates

            	 
	 	 	
              June 2015

              Aircraft

            	 	
              July 2015

              Aircraft

            	 
	
              Seats

            	 	4/22/2015	 	5/20/2015	 
	
              Galleys/Furnishings

            	 	4/15/2015	 	5/13/2015	 
	
              Antennas
                & Mounting Equipment

            	 	2/23/2015	 	3/20/2015	 
	
              Avionics

            	 	4/15/2015	 	5/13/2015	 
	
              Cabin
                Systems Equipment

            	 	4/15/2015	 	5/13/2015	 
	
              Miscellaneous
                Emergency Equipment

            	 	4/15/2015	 	5/13/2015	 
	
              Textiles/Raw
                Material

            	 	1/9/2015	 	2/6/2015	 
	
              Cargo
                Systems

            	 	4/1/2015	 	4/29/2015	 
	
              Provision
                Kits

            	 	12/1/2014	 	12/23/2014	 
	
              Radomes

            	 	3/16/2015	 	4/13/2015	 


    

     

    
      
        
        

      

      
        BFE1-8

        
          

        

      

      
        
        

      

    

     

    
      	
              Item

            	 	
              Preliminary On-Dock Dates

            	 
	 	 	
              August 2015

              Aircraft

            	 	
              September 2015

              Aircraft

            	 
	
              Seats

            	 	6/22/2015	 	7/23/2015	 
	
              Galleys/Furnishings

            	 	6/15/2015	 	7/16/2015	 
	
              Antennas
                & Mounting Equipment

            	 	4/15/2015	 	5/22/2015	 
	
              Avionics

            	 	6/15/2015	 	7/16/2015	 
	
              Cabin
                Systems Equipment

            	 	6/15/2015	 	7/16/2015	 
	
              Miscellaneous
                Emergency Equipment

            	 	6/15/2015	 	7/16/2015	 
	
              Textiles/Raw
                Material 

            	 	4/24/2015	 	4/9/2015	 
	
              Cargo
                Systems

            	 	6/1/2015	 	7/2/2015	 
	
              Provision
                Kits

            	 	2/2/2015	 	3/2/2015	 
	
              Radomes

            	 	5/15/2015	 	6/16/2015	 


    

     

    
      	
              Item

            	 	
              Preliminary On-Dock Dates

            	 
	 	 	
              October 2015

              Aircraft

            	 	
              November 2015

              Aircraft

            	 
	
              Seats

            	 	8/21/2015	 	9/22/2015	 
	
              Galleys/Furnishings

            	 	8/14/2015	 	9/15/2015	 
	
              Antennas
                & Mounting Equipment

            	 	6/22/2015	 	7/22/2015	 
	
              Avionics

            	 	8/14/2015	 	9/15/2015	 
	
              Cabin
                Systems Equipment

            	 	8/14/2015	 	9/15/2015	 
	
              Miscellaneous
                Emergency Equipment

            	 	8/14/2015	 	9/15/2015	 
	
              Textiles/Raw
                Material

            	 	5/8/2015	 	6/9/2015	 
	
              Cargo
                Systems

            	 	7/31/2015	 	9/1/2015	 
	
              Provision
                Kits

            	 	3/31/2015	 	5/1/2015	 
	
              Radomes

            	 	7/14/2015	 	8/14/2015	 


    

     

    
      
        
        

      

      
        BFE1-9

        
          

        

      

      
        
        

      

    

     

    3. Additional
      Delivery Requirements

     

    Customer
      will insure that Customer’s BFE suppliers provide sufficient information to
      enable Boeing, when acting as Importer of Record for Customer’s BFE, to comply
      with all applicable provisions of the U.S. Customs Service.

     

    
      
        
        

      

      
        BFE1-10

        
          

        

      

      
        
        

      

    

     

    CUSTOMER
      SUPPORT VARIABLES


     

    between


     

    THE
      BOEING COMPANY


     

    and


     

    CHINA
      EASTERN AIRLINES CORPORATION, LTD.

     

    Supplemental
      Exhibit CS1 to Purchase Agreement Number 3309

     

    
      
        
        

      

      
        CS1

        
          

        

      

      
        
        

      

    

     

    CUSTOMER
      SUPPORT VARIABLES

     

    relating
      to

     

    BOEING
      MODEL 737-79P and 737-89P AIRCRAFT


     

    Customer
      currently operates an aircraft of the same model as the Aircraft. Upon
      Customer’s request, Boeing will develop and schedule a customized Customer
      Support Program to be furnished in support of the Aircraft. The customized
      program will be based upon and equivalent to the entitlements summarized
      below.

     

    ***

     

    
      
        
        

      

      
        CS1-1

        
          

        

      

      
        
        

      

    

     

    ENGINE
      ESCALATION,

    ENGINE
      WARRANTY AND PATENT INDEMNITY

     

    between


     

    THE
      BOEING COMPANY


     

    and

     

    CHINA
      EASTERN AIRLINES CORPORATION, LTD.

     

    Supplemental
      Exhibit EE1 to Purchase Agreement Number 3309

     

    
      
        
        

      

      
        EE1

        
          

        

      

      
        
        

      

    


    ENGINE
      ESCALATION, 

    ENGINE
      WARRANTY AND PATENT INDEMNITY

     

    relating
      to

     

    BOEING
      MODEL 737-79P and 737-89P AIRCRAFT

     

    1. ENGINE
      ESCALATION.
      No
      separate engine escalation methodology is defined for the 737-600, -700, -800
      or
      -900 Aircraft. Pursuant to the AGTA, the engine prices for these Aircraft are
      included in and will be escalated in the same manner as the
      Airframe.

     

    2. ENGINE
      WARRANTY AND PRODUCT SUPPORT PLAN.
      Boeing
      has obtained from CFM International, Inc. (or CFM International, S.A., as the
      case may be) (CFM) the right to extend to Customer the provisions of CFM’s
      warranty as set forth below (herein referred to as the “Warranty”); subject,
      however, to Customer’s acceptance of the conditions set forth herein.
      Accordingly, Boeing hereby extends to Customer and Customer hereby accepts
      the
      provisions of CFM’s Warranty as hereinafter set forth, and such Warranty shall
      apply to all CFM56-7 type Engines (including all Modules and Parts thereof)
      installed in the Aircraft at the time of delivery or purchased from Boeing
      by
      Customer for support of the Aircraft except that, if Customer and CFM have
      executed, or hereafter execute, a General Terms Agreement, then the terms of
      that Agreement shall be substituted for and supersede the provisions of
      Paragraphs 2.1 through 2.10 below and Paragraphs 2.1 through 2.10 below shall
      be
      of no force or effect and neither Boeing nor CFM shall have any obligation
      arising therefrom. In consideration for Boeing’s extension of the CFM Warranty
      to Customer, Customer hereby releases and discharges Boeing from any and all
      claims, obligations and liabilities whatsoever arising out of the purchase
      or
      use of such CFM56-7 type Engines and Customer hereby waives, releases and
      renounces all its rights in all such claims, obligations and liabilities. In
      addition, Customer hereby releases and discharges CFM from any and all claims,
      obligations and liabilities whatsoever arising out of the purchase or use of
      such CFM56-7 type Engines except as otherwise expressly assumed by CFM in such
      CFM Warranty or General Terms Agreement between Customer and CFM and Customer
      hereby waives, releases and renounces all its rights in all such claims,
      obligations and liabilities.

     

    2.1 Title.
      CFM
      warrants that at the date of delivery, CFM has legal title to and good and
      lawful right to sell its CFM56-7 type Engine and Products and furthermore
      warrants that such title is free and clear of all claims, liens and encumbrances
      of any nature whatsoever.

     

    
      
        
        

      

      
        EE1-1

        
          

        

      

      
        
        

      

    

     

    2.2 Patents.

     

    2.2.1CFM
      shall
      handle all claims and defend any suit or proceeding brought against Customer
      insofar as based on a claim that any product or part furnished under this
      Agreement constitutes an infringement of any patent of the United States, and
      shall pay all damages and costs awarded therein against Customer. This paragraph
      shall not apply to any product or any part manufactured to Customer’s design or
      to the aircraft manufacturer’s design. As to such product or part, CFM assumes
      no liability for patent infringement.

     

    2.2.2.CFM’s
      liability hereunder is conditioned upon Customer promptly notifying CFM in
      writing and giving CFM authority, information and assistance (at CFM’s expense)
      for the defense of any suit. In case said equipment or part is held in such
      suit
      to constitute infringement and the use of said equipment or part is enjoined,
      CFM shall expeditiously, at its own expense and at its option, either (i)
      procure for Customer the rights to continue using said product or part; (ii)
      replace the same with a satisfactory and noninfringing product or part; or
      (iii)
      modify the same so it becomes satisfactory and noninfringing. The foregoing
      shall constitute the sole remedy of Customer and the sole liability of CFM
      for
      patent infringement.

     

    2.2.3The
      above
      provisions also apply to products which are the same as those covered by this
      Agreement and are delivered to Customer as part of the installed equipment
      on
      CFM56-7 powered Aircraft.

     

    2.3 Initial
      Warranty.
      CFM
      warrants that CFM56-7 Engine products will conform to CFM’s applicable
      specifications and will be free from defects in material and workmanship prior
      to Customer’s initial use of such products.

     

    2.4 Warranty
      Pass-On.

     

    2.4.1If
      requested by Customer and agreed to by CFM in writing, CFM will extend warranty
      support for Engines sold by Customer to commercial airline operators, or to
      other aircraft operators. Such warranty support will be limited to the New
      Engine Warranty, New Parts Warranty, Ultimate Life Warranty and Campaign Change
      Warranty and will require such operator(s) to agree in writing to be bound
      by
      and comply with all the terms and conditions, including the limitations,
      applicable to such warranties.

     

    
      
        
        

      

      
        EE1-2

        
          

        

      

      
        
        

      

    

     

    2.4.2Any
      warranties set forth herein shall not be transferable to a third party, merging
      company or an acquiring entity of Customer.

     

    2.4.3In
      the
      event Customer is merged with, or acquired by, another aircraft operator which
      has a general terms agreement with CFM, the Warranties as set forth herein
      shall
      apply to the Engines, Modules, and Parts.

     

    2.5 New
      Engine Warranty.


     

    ***

     

    2.6 Never
      Parts Warranty.
      In
      addition to the warranty granted for new Engines and new Modules, CFM warrants
      Engine and Module Parts as follows:

     

    ***

     

    
      
        
        

      

      
        EE1-3

        
          

        

      

      
        
        

      

    

     

    ***

     

    2.7 Ultimate
      Life Warranty.


    ***

    


    2.8 Campaign
      Change Warranty.

    


    ***

    


    
      
        
        

      

      
        EE1-4

        
          

        

      

      
        
        

      

    

     

    ***

     

    2.9 Limitations.
      THE
      PROVISIONS SET FORTH HEREIN ARE EXCLUSIVE AND ARE IN LIEU OF ALL OTHER
      WARRANTIES WHETHER WRITTEN, ORAL OR IMPLIED. THERE ARE NO IMPLIED WARRANTIES
      OF
      FITNESS OR MERCHANTABILITY. SAID PROVISIONS SET FORTH THE MAXIMUM LIABILITY
      OF
      CFM WITH RESPECT TO CLAIMS OF ANY KIND, INCLUDING NEGLIGENCE, ARISING OUT OF
      MANUFACTURE, SALE, POSSESSION, USE OR HANDLING OF THE PRODUCTS OR PARTS THEREOF
      OR THEREFOR, AND IN NO EVENT SHALL CFM’S LIABILITY TO CUSTOMER EXCEED THE
      PURCHASE PRICE OF THE PRODUCT GIVING RISE TO CUSTOMER’S CLAIM OR INCLUDE
      INCIDENTAL OR CONSEQUENTIAL DAMAGES.

     

    2.10 Indemnity
      and Contribution.

     

    2.10.1IN
      THE
      EVENT CUSTOMER ASSERTS A CLAIM AGAINST A THIRD PARTY FOR DAMAGES OF THE TYPE
      LIMITED OR EXCLUDED IN LIMITATIONS, PARAGRAPH 2.9. ABOVE, CUSTOMER SHALL
      INDEMNIFY AND HOLD CFM HARMLESS FROM AND AGAINST ANY CLAIM BY OR LIABILITY
      TO
      SUCH THIRD PARTY FOR CONTRIBUTION OR INDEMNITY, INCLUDING COSTS AND EXPENSES
      (INCLUDING ATTORNEYS’ FEES) INCIDENT THERETO OR INCIDENT TO ESTABLISHING
      SUCCESSFULLY THE RIGHT TO INDEMNIFICATION UNDER THIS PROVISION. THIS INDEMNITY
      SHALL APPLY WHETHER OR NOT SUCH DAMAGES WERE OCCASIONED IN WHOLE OR IN PART
      BY
      THE FAULT OR NEGLIGENCE OF CFM, WHETHER ACTIVE, PASSIVE OR IMPUTED.

     

    2.10.2CUSTOMER
      SHALL INDEMNIFY AND HOLD CFM HARMLESS FROM ANY DAMAGE, LOSS, CLAIM, AND
      LIABILITY OF ANY KIND (INCLUDING EXPENSES OF 

     

    
      
        
        

      

      
        EE1-5

        
          

        

      

      
        
        

      

    

     

    LITIGATION
      AND ATTORNEYS’ FEES) FOR PHYSICAL INJURY TO OR DEATH OF ANY PERSON, OR FOR
      PROPERTY DAMAGE OF ANY TYPE, ARISING OUT OF THE ALLEGED DEFECTIVE NATURE OF
      ANY
      PRODUCT OR SERVICE FURNISHED UNDER THIS AGREEMENT, TO THE EXTENT THAT THE
      PAYMENTS MADE OR REQUIRED TO BE MADE BY CFM EXCEED ITS ALLOCATED SHARE OF THE
      TOTAL FAULT OR LEGAL RESPONSIBILITY OF ALL PERSONS ALLEGED TO HAVE CAUSED SUCH
      DAMAGE, LOSS, CLAIM, OR LIABILITY BECAUSE OF A LIMITATION OF LIABILITY ASSERTED
      BY CUSTOMER OR BECAUSE CUSTOMER DID NOT APPEAR IN AN ACTION BROUGHT AGAINST
      CFM.
      CUSTOMER’S OBLIGATION TO INDEMNIFY CFM HEREUNDER SHALL BE APPLICABLE AT SUCH
      TIME AS CFM IS REQUIRED TO MAKE PAYMENT PURSUANT TO A FINAL JUDGEMENT IN AN
      ACTION OR PROCEEDING IN WHICH CFM WAS A PARTY, PERSONALLY APPEARED, AND HAD
      THE
      OPPORTUNITY TO DEFEND ITSELF. THIS INDEMNITY SHALL APPLY WHETHER OR NOT
      CUSTOMER’S LIABILITY IS OTHERWISE LIMITED.

     

    
      
        
        

      

      
        EE1-6

        
          

        

      

      
        
        

      

    

     

    TABLE
      1

    737X

     

    ***

     

    
      
        
        

      

      
        EE1-7

        
          

        

      

      
        
        

      

    


    TABLE
      1

    737X

    ***

    (Continued)


     

    ***

     

    
      
        
        

      

      
        EE1-8

        
          

        

      

      
        
        

      

    

     

    SERVICE
      LIFE POLICY COMPONENTS

     

    between

     

    THE
      BOEING COMPANY

     

    and

     

    CHINA
      EASTERN AIRLINES CORPORATION, LTD.

     

    Supplemental
      Exhibit SLP1 to Purchase Agreement Number 3309

     

    
      
        
        

      

      
        SLP1

        
          

        

      

      
        
        

      

    


    SERVICE
      LIFE POLICY COMPONENTS

     

    relating
      to

     

    BOEING
      MODEL 737 AIRCRAFT

     

    This
      is
      the listing of SLP Components for the Aircraft which relate to Part 3,
Boeing
      Service Life Policy
      of
      Exhibit C, Product
      Assurance Document
      to the
      AGTA and is a part of Purchase Agreement No. 3309.

     

    
      	1.	
              Wing.

            


    

     

    a)  Upper
      and
      lower wing skins and stiffeners between the  forward
      and rear wing spars.

     

    b)  Wing
      spar
      webs, chords and stiffeners.

     

    c)  Inspar
      wing ribs.

     

    d)  Inspar
      splice plates and fittings.

     

    e)  Main
      landing gear support structure.

     

    f)  Wing
      center section lower beams, spanwise beams and floor  beams,
      but not the seat tracks attached to floor beams.

     

    g)  Wing-to-body
      structural attachments.

     

    h)  Engine
      strut support fittings attached directly to wing primary  structure.

     

    i)  Support
      structure in the wing for spoilers and spoiler actuators; for  aileron
      hinges and reaction links; and for leading edge devices and  trailing
      edge flaps.

     

    j)  Trailing
      edge flap tracks and carriages.

     

    k)  Aileron
      leading edge device and trailing edge flap internal,  fixed
       attachment
      and actuator support structure.

     

    
      
        
        

      

      
        SLP1-1

        
          

        

      

      
        
        

      

    

     

    
      	2.	
              Body.

            


    

     

    
      	
            	a)	
              External
                surface skins and doublers, longitudinal stiffeners, longerons
                 and
                circumferential rings and frames between the forward pressure  bulkhead
                and the vertical stabilizer rear spar bulkhead and structural  support
                and enclosure for the APU but excluding all system  components
                and related installation and connecting devices, insulation,  lining,
                and decorative panels and related installation and connecting  devices.

            


    

     

    
      	
            	b)	
              Window
                and windshield structure but excluding the windows and  windshields.

            


    

     

    
      	
            	c)	
              Fixed
                attachment structure of the passenger doors, cargo doors and
                 emergency exits, excluding door mechanisms and movable hinge
                 components. Sills and frames around the body openings for the
                 passenger doors, cargo doors and emergency exits, excluding scuff
                 plates and pressure seals.

            


    

     

    
      	
            	d)	
              Nose
                wheel well structure, including the wheel well walls, pressure
                 deck,
                bulkheads, and gear support
                structure.

            


    

     

    
      	
            	e)	
              Main
                gear wheel well structure including pressure deck and landing  gear
                beam support structure.

            


    

     

    
      	
            	f)	
              Floor
                beams and support posts in the control cab and passenger cabin
                 area,
                but excluding seat tracks.

            


    

     

    
      	
            	g)	
              Forward
                and aft pressure bulkheads.

            


    

     

    
      	
            	h)	
              Keel
                structure between the wing front spar bulkhead and the main gear
                 wheel
                well aft bulkhead including
                splices.

            


    

     

    
      	
            	i)	
              Wing
                front and rear spar support bulkheads, and vertical and horizontal
                 stabilizer front and rear spar support bulkheads including terminal
                 fittings but excluding all system components and related
                installation  and connecting devices, insulation, lining, and
                decorative panels and  related installation and connecting
                devices.

            


    

     

    
      	
            	j)	
              Support
                structure in the body for the stabilizer pivot and stabilizer  screw.

            


    

     

    
      
        
        

      

      
        SLP1-2

        
          

        

      

      
        
        

      

    

     

    
      	3.	
              Vertical
                Stabilizer.

            


    

     

    
      	
            	a)	
              External
                skins between front and rear spars.

            


    

     

    
      	
            	b)	
              Front,
                rear and auxiliary spar chords, webs and stiffeners and  attachment
                fittings.

            


    

     

    
      	
            	c)	
              Inspar
                ribs.

            


    

     

    
      	
            	d)	
              Rudder
                hinges and supporting ribs, excluding
                bearings.

            


    

     

    
      	
            	e)	
              Support
                structure in the vertical stabilizer for rudder hinges, reaction
                 links
                and actuators.

            


    

     

    
      	
            	f)	
              Rudder
                internal, fixed attachment and actuator support
                structure.

            


    

     

    
      	4.	
              Horizontal
                Stabilizer.

            


    

     

    
      	
            	a)	
              External
                skins between front and rear spars.

            


    

     

    
      	
            	b)	
              Front
                and rear spar chords, webs and
                stiffeners.

            


    

     

    
      
        	
              	c)	
                Inspar
                  ribs.

              


      

    

     

    
      	
            	d)	
              Stabilizer
                center section including hinge and screw support
                structure.

            


    

     

    
      	
            	e)	
              Support
                structure in the horizontal stabilizer for the elevator hinges,
                 reaction
                links and actuators.

            


    

     

    
      	
            	f)	
              Elevator
                internal, fixed attachment and actuator support
                structure.

            


    

     

    
      	5.	
              Engine
                Strut.

            


    

     

    
      	
            	a)	
              Strut
                external surface skin and doublers and
                stiffeners.

            


    

     

    
      	
            	b)	
              Internal
                strut chords, frames and bulkheads.

            


    

     

    
      	
            	c)	
              Strut
                to wing fittings and diagonal
                brace.

            


    

     

    
      	
            	d)	
              Engine
                mount support fittings attached directly to strut structure and
                 including
                the engine-mounted support
                fittings.

            


    

     

    
      
        
        

      

      
        SLP1-3

        
          

        

      

      
        
        

      

    

     

    
      	6.	
              Main
                Landing Gear.

            


    

     

    
      	
            	a)	
              Outer
                cylinder.

            


    

     

    
      	
            	b)	
              Inner
                cylinder, including axles.

            


    

     

    
      	
            	c)	
              Upper
                and lower side struts, including spindles, universals and reaction
                 links.

            


    

     

    
      	
            	d)	
              Drag
                strut.

            


    

     

    
      	
            	e)	
              Orifice
                support tube.

            


    

     

    
      	
            	f)	
              Downlock
                links including spindles and
                universals.

            


    

     

    
      	
            	g)	
              Torsion
                links.

            


    

     

    
      	
            	h)	
              Bell
                crank.

            


    

     

    
      	
            	i)	
              Trunnion
                link.

            


    

     

    
      	
            	j)	
              Actuator
                beam, support link and beam aim.

            


    

     

    
      	7.	
              Nose
                Landing Gear.

            


    

     

    
      	
            	a)	
              Outer
                cylinder.

            


    

     

    
      	
            	b)	
              Inner
                cylinder, including axles.

            


    

     

    
      	
            	c)	
              Orifice
                support tube.

            


    

     

    
      	
            	d)	
              Upper
                and lower drag strut, including lock
                links.

            


    

     

    
      	
            	e)	
              Steering
                plates and steering collars.

            


    

     

    
      	
            	f)	
              Torsion
                links.

            


    

     

    
      	
              NOTE:

            	
              The
                Service Life Policy does not cover any bearings, bolts, bushings,
                clamps,
                brackets, actuating mechanisms or latching mechanisms used in or
                on the
                SLP Components.

            


    

     

    
      
        
        

      

      
        SLP1-4

        
          

        

      

      
        
        

      

    

     

    3309-01

     

    China
      Eastern Airlines Corporation, Ltd.

    2550
      Hongqiao Road

    Shanghai
      200335

    People’s
      Republic of China

     

    Subject: Spare
      Parts Initial Provisioning

     

    
      	
              Reference:

            	
              a)

            	
              Purchase
                Agreement No. 3309 (the Purchase Agreement) between The Boeing Company
                (Boeing) and China Eastern Airlines Corporation, Ltd. (Customer)
                relating
                to Model 737-89P aircraft (the
                Aircraft)

            


    

     

    
      	 	
              b)

            	
              Customer
                Services General Terms Agreement No. 9P (CSGTA) between Boeing and
                Customer

            


    

     

    This
      letter agreement (Letter Agreement) is entered into on the date below and amends
      and supplements the CSGTA. All capitalized terms used but not defined in this
      Letter Agreement have the same meaning as in the CSGTA, except for “Aircraft”
which will have the meaning as defined in the Purchase Agreement.

     

    In
      order
      to define the process by which Boeing and Customer will (i) identify those
      Spare
      Parts and Standards critical to Customer’s successful introduction of the
      Aircraft into service and its continued operation, (ii) place Orders under
      the
      provisions of the CSGTA as supplemented by the provisions of this Letter
      Agreement for those Spare Parts and Standards, and (iii) manage the return
      of
      certain of those Spare Parts which Customer does not use, the parties agree
      as
      follows.

     

    1.Definitions.

     

    “Provisioning
      Data”
means
      the documentation provided by Boeing to Customer, including but not limited
      to
      the Recommended Spare Parts List (RSPL), identifying all Boeing initial
      provisioning requirements for the Aircraft.

     

    “Provisioning
      Items”
means
      the Spare Parts and Standards identified by Boeing as initial provisioning
      requirements in support of the Aircraft, excluding special tools, ground support
      equipment (GSE), engines and engine parts.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      China
        Eastern Airlines Corporation, Ltd.

      3309-01 Page
        2

       

    

    “Provisioning
      Products Guide”
means
      the Boeing Manual D6-81834 entitled “Spares Provisioning Products
      Guide”.

     

    2. Phased
      Provisioning.

     

    2.1 Provisioning
      Products Guide.
      Prior
      to the initial provisioning meeting Boeing will furnish to Customer a copy
      of
      the Provisioning Products Guide.

     

    2.2 Initial
      Provisioning Meeting.
      On or
      about twelve (12) months prior to delivery of the first Aircraft the parties
      will conduct an initial provisioning meeting as applicable, where the
      procedures, schedules, and requirements for training will be established to
      accomplish phased provisioning of Spare Parts and Standards for the Aircraft
      in
      accordance with the Provisioning Products Guide. If the lead time from execution
      of the Purchase Agreement until delivery of the first Aircraft is less than
      twelve (12) months, the initial provisioning meeting will be established as
      soon
      as reasonably possible after execution of the Purchase Agreement.

     

    2.3 Provisioning
      Data.
      During
      the initial provisioning meeting Customer will provide to Boeing the operational
      parameter information described in Chapter 6 of the Provisioning Products Guide.
      After review and acceptance by Boeing of such Customer information, Boeing
      will
      prepare the Provisioning Data. Such Provisioning Data will be furnished to
      Customer on or about ninety (90) days after Boeing finalizes the engineering
      drawings for the Aircraft. The Provisioning Data will be as complete as possible
      and will cover Provisioning Items selected by Boeing for review by Customer
      for
      initial provisioning of Spare Parts and Standards for the Aircraft. Boeing
      will
      furnish to Customer revisions to the Provisioning Data until approximately
      ninety (90) days following delivery of the last Aircraft or until the delivery
      configuration of each of the Aircraft is reflected in the Provisioning Data,
      whichever is later.

     

    2.4 Buyer
      Furnished Equipment (BFE) Provisioning Data.
      Unless
      otherwise advised by Boeing, Customer will provide or insure its BFE suppliers
      provide to Boeing the BFE data in scope and format acceptable to Boeing, in
      accordance with the schedule established during the initial provisioning
      meeting.

     

    3. Purchase
      from Boeing of Spare Parts and Standards as Initial Provisioning for the
      Aircraft.

     

    3.1 Schedule.
      In accordance
      with schedules established during the initial provisioning meeting, Customer
      may
      place Orders for Provisioning Items and any GSE, special tools or engine spare
      parts which Customer

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      China
        Eastern Airlines Corporation, Ltd.

      3309-01 Page
        3

       

      determines
        it will initially require for maintenance,
        overhaul and servicing of the Aircraft and/or engines.

       

    

    3.2 Prices
      of Initial Provisioning Spare Parts.

     

    ***

    


    4. Delivery.

     

    For
      Spare
      Parts and Standards ordered by Customer in accordance with Article 3 of this
      Letter Agreement, Boeing will, insofar as reasonably possible, deliver to
      Customer such Spare Parts and Standards on dates reasonably calculated to
      conform to Customer’s anticipated needs in view of the scheduled deliveries of
      the Aircraft. Customer and Boeing will agree upon the date to begin delivery
      of
      the provisioning Spare Parts and Standards ordered in accordance with this
      Letter Agreement. Where appropriate, Boeing will arrange for shipment of such
      Spare Parts and Standards which are manufactured by suppliers directly to
      Customer from the applicable supplier’s facility. The routing and method of
      shipment for initial deliveries and all subsequent deliveries of such Spare
      Parts and Standards will be as established at the initial provisioning meeting
      and thereafter by mutual agreement.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    
      China
        Eastern Airlines Corporation, Ltd.

      3309-01 Page
        4

    

     

    5. Substitution
      for Obsolete Spare Parts.

     

    5.1 Obligation
      to Substitute Pre-Delivery.
      In the
      event that, prior to delivery of the first Aircraft, any Spare Part purchased
      by
      Customer from Boeing in accordance with this Letter Agreement as initial
      provisioning for the Aircraft is rendered obsolete or unusable due to the
      redesign of the Aircraft or of any accessory, equipment or part thereof (other
      than a redesign at Customer’s request) Boeing will deliver to Customer at no
      charge new and usable Spare Parts in substitution for such obsolete or unusable
      Spare Parts and, upon such delivery, Customer will return the obsolete or
      unusable Spare Parts to Boeing.

     

    5.2 Delivery
      of Obsolete Spare Parts and Substitutes.
      Obsolete or unusable Spare Parts returned by Customer pursuant to this Article
      5
      will be delivered to Boeing at its Seattle Distribution Center or such other
      destination as Boeing may reasonably designate. Spare Parts substituted, for
      such returned obsolete or unusable Spare Parts will be delivered to Customer
      in
      accordance with the CSGTA. Boeing will pay the freight charges for the shipment
      from Customer to Boeing of any such obsolete or unusable Spare Part and for
      the
      shipment from Boeing to Customer of any such substitute Spare Part.

     

    6. Repurchase
      of Provisioning Items.

     

    6.1 Obligation
      to Repurchase.
      During
      a period commencing one (1) year after delivery of the first Aircraft, and
      ending five (5) years after such delivery, Boeing will, upon receipt of
      Customer’s written request and subject to the exceptions in Article 6.2,
      repurchase unused and undamaged Provisioning Items which were peculiar to the
      Aircraft as compared to the delivery configuration of Model 737-89P aircraft
      previously purchased by Customer from Boeing and (i) were recommended by Boeing
      in the Provisioning Data as initial provisioning for the Aircraft, (ii) were
      purchased by Customer from Boeing, and (iii) are surplus to Customer’s
      needs.

     

    6.2 Exceptions.
      Boeing will
      not be obligated under Article 6.1 to repurchase any of the following: (i)
      quantities of Provisioning Items in excess of those quantities recommended
      by
      Boeing in the Provisioning Data for the Aircraft, (ii) QEC kits, bulk material
      kits, raw material kits, service bulletin kits, Standards kits and components
      thereof (except those components listed separately in the Provisioning Data),
      (iii) Provisioning Items for which an Order was received by Boeing more than
      five (5) months after delivery of the last Aircraft , (iv) Provisioning Items
      which have become obsolete or have been replaced by other Provisioning Items
      as
      a result of Customer’s modification of the Aircraft, and (v) Provisioning Items
      which become excess as a result of a change in Customer’s operating parameters,
      as provided to Boeing pursuant to the initial

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    China
      Eastern Airlines Corporation, Ltd.

    
      3309-01 Page
        5

       

    

    provisioning
      meeting and which were the basis of
      Boeing’s initial provisioning recommendations for the Aircraft.

     

    ***

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      China
        Eastern Airlines Corporation, Ltd.

      3309-01 Page
        6

    

     

    7. Title
      and Risk of Loss.

     

    ***

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    [***THIS
      PAGE HAS BEEN REDACTED***]

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    3309-02

    


    China
      Eastern Airlines Corporation, Ltd.

    2550
      Hongqiao Road

    Shanghai
      200335

    People’s
      Republic of China

    


    
      	Subject:	
              Aircraft
                Model Substitution

            


    

    


    
      	Reference:	
              Purchase
                Agreement No. 3309 (the Purchase Agreement) between The Boeing Company
                (Boeing) and China Eastern Airlines Corporation, Ltd. (Customer)
                relating
                to Model 737-79P and 737-89P aircraft (the
                Aircraft)

            


    

    


    This
      letter agreement (Letter Agreement) amends and supplements the Purchase
      Agreement. All terms used but not defined in this Letter Agreement have the
      same
      meaning as in the Purchase Agreement.

    


    Subject
      to the terms and conditions herein, Customer may substitute the purchase of
      Boeing Model 737-800 or 737-900ER aircraft (Substitute
      Aircraft)
      in
      place of any of the Block A Aircraft. Correspondingly, Customer may substitute
      the purchase of Boeing Model 737-700 or 737-900ER aircraft (Substitute
      Aircraft)
      in
      place of any of the Block B Aircraft.

    


    
      	1.	
              Customer’s
                Written Notice.

            


    

    


    Customer
      will provide written notice of its intention to substitute the purchase of
      an
      Aircraft with the purchase of a Substitute Aircraft,

    


    
      	 	
              a)

            	
              no
                later than the first day of the month that is twelve months prior
                (for
                Model 737-700 and 737-800 aircraft) and fifteen moths prior (for
                Model
                737-900ER aircraft) to the scheduled month of delivery of the Aircraft
                for
                which it will be substituted, provided that a Substitute Aircraft
                has been
                previously certified and delivered to Customer,
                or;

            


    

    


    
      	 	
              b)

            	
              no
                later than the first day of the month that is fifteen months prior
                (for
                Model 737-700 and 737-800 aircraft) and eighteen months prior (for
                Model
                737-900ER aircraft) to the scheduled month of delivery of the Aircraft
                for
                which it will be substituted, if a Substitute Aircraft has not been
                previously certified and delivered to
                Customer.

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    China
      Eastern Airlines Corporation, Ltd.

    3309-02
      Page
      2

    


    
      	2.	
              Boeing’s
                Production Capability.

            


    

    


    Customer’s
      substitution right is conditioned upon Boeing’s having production capability for
      the Substitute Aircraft in the scheduled delivery month of the Aircraft for
      which it will be substituted.

    


    Boeing
      will tentatively quote delivery positions for Substitute Aircraft to allow
      Customer to secure quotes from Buyer Furnished Equipment vendors, and Boeing
      to
      secure quotes from Seller Furnished Equipment vendors which supports the
      required on-dock dates. If Boeing is unable to manufacture the Substitute
      Aircraft in the scheduled delivery month of the Aircraft for which it will
      be
      substituted, then Boeing shall promptly make a written offer of an alternate
      delivery month for Customer’s consideration and written acceptance within thirty
      days of such offer.

    


    Substitution
      rights for Model 737-900ER aircraft exclude installation of auxiliary fuel
      tanks.

    


    
      	3.	
              Definitive
                Agreement.

            


    

    


    ***



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


    [***THIS
      PAGE HAS BEEN REDACTED***]



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    6-1165-REW-0111

    


    China
      Eastern Airlines Corporation, Ltd.

    2550
      Hongqiao Road

    Shanghai
      200335

    People’s
      Republic of China

     

    
      
        	Subject:	
                Liquidated
                  Damages - Non-Excusable Delay

              


      

       

    

    
      	Reference:	
              Purchase
                Agreement No. 3309 (the Purchase Agreement) between The Boeing Company
                (Boeing) and China Eastern Airlines Corporation, Ltd. (Customer)
                relating
                to Model 737-79P and 737-89P aircraft (the
                Aircraft)

            


    

    


    ***



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    China
      Eastern Airlines Corporation, Ltd.

    6-1165-REW-0111  Page
      2

    


    
      	2.	
              Interest

            


    

    


    ***



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


    [***THIS
      PAGE HAS BEEN REDACTED***]

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    6-1165-REW-0112

    


    China
      Eastern Airlines Corporation, Ltd.

    2550
      Hongqiao Road

    Shanghai
      200335

    People’s
      Republic of China

    


    
      	Subject:	
              Aircraft
                Performance Guarantees

            


    

    


    
      	Reference:	
              Purchase
                Agreement No. 3309 (the Purchase Agreement) between The Boeing Company
                (Boeing) and China Eastern Airlines Corporation, Ltd. (Customer)
                relating
                to Model 737-79P and 737-89P aircraft (the
                Aircraft)

            


    

    


    This
      letter agreement (Letter Agreement) amends and supplements the Purchase
      Agreement. All terms used but not defined in this Letter Agreement have the
      same
      meaning as in the Purchase Agreement.

    


    Boeing
      agrees to provide Customer with the performance guarantees in the Attachments.
      These guarantees are exclusive and expire upon delivery of the Aircraft to
      Customer.

    


    Customer
      understands that certain commercial and financial information contained in
      this
      Letter Agreement is considered by Boeing as confidential. Customer agrees that
      it will treat this Letter Agreement and the information contained herein as
      confidential and will not, without the prior written consent of Boeing, disclose
      this Letter Agreement or any information contained herein to any other person
      or
      entity.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    [***THIS
      PAGE HAS BEEN REDACTED***]


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    [***THIS
      PAGE HAS BEEN REDACTED***]


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    [***THIS
      PAGE HAS BEEN REDACTED***]


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    [***THIS
      PAGE HAS BEEN REDACTED***]


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    [***THIS
      PAGE HAS BEEN REDACTED***]


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    [***THIS
      PAGE HAS BEEN REDACTED***]


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    [***THIS
      PAGE HAS BEEN REDACTED***]


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    [***THIS
      PAGE HAS BEEN REDACTED***]


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    [***THIS
      PAGE HAS BEEN REDACTED***]


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    [***THIS
      PAGE HAS BEEN REDACTED***]


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    [***THIS
      PAGE HAS BEEN REDACTED***]


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    [***THIS
      PAGE HAS BEEN REDACTED***]


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    [***THIS
      PAGE HAS BEEN REDACTED***]


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    [***THIS
      PAGE HAS BEEN REDACTED***]


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    [***THIS
      PAGE HAS BEEN REDACTED***]


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    [***THIS
      PAGE HAS BEEN REDACTED***]


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    [***THIS
      PAGE HAS BEEN REDACTED***]


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    [***THIS
      PAGE HAS BEEN REDACTED***]


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    [***THIS
      PAGE HAS BEEN REDACTED***]


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    [***THIS
      PAGE HAS BEEN REDACTED***]


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    [***THIS
      PAGE HAS BEEN REDACTED***]


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    [***THIS
      PAGE HAS BEEN REDACTED***]

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    [***THIS
      PAGE HAS BEEN REDACTED***]

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    [***THIS
      PAGE HAS BEEN REDACTED***]

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    [***THIS
      PAGE HAS BEEN REDACTED***]

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    [***THIS
      PAGE HAS BEEN REDACTED***]

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    

        [***THIS
          PAGE HAS BEEN REDACTED***]


       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

         

      

    

    6-1165-REW-0113

     

    China
      Eastern Airlines Corporation, Ltd.

    2550
      Hongqiao Road

    Shanghai
      200335

    People’s
      Republic of China

     

    Subject: Special
      Matters – Toolbox Contract Extension 

     

    ***

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    [***THIS
      PAGE HAS BEEN REDACTED***]

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    [***THIS
      PAGE HAS BEEN REDACTED***]

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    6-1165-REW-0114

     

    China
      Eastern Airlines Corporation, Ltd.

    2550
      Hongqiao Road

    Shanghai
      200335

    People’s
      Republic of China

     

    Subject: Special
      Matters

     

    ***

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    China
      Eastern Airlines Corporation, Ltd.

    6-1165-REW-0114  Page
      2 

     

    ***

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
       

      China
        Eastern Airlines Corporation, Ltd.

      6-1165-REW-0114  Page 3 

       

      ***

       

    

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    [***THIS
      PAGE HAS BEEN REDACTED***]

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    [***THIS
      PAGE HAS BEEN REDACTED***]

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    6-1165-REW-0115

     

    China
      Eastern Airlines Corporation, Ltd.

    2550
      Hongqiao Road

    Shanghai
      200335

    People’s
      Republic of China

     

    Subject: Payment
      Matters

     

    ***

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    China
      Eastern Airlines Corporation, Ltd.

    
      6-1165-REW-0115  Page
        2

       

      ***

       

    

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      China
        Eastern Airlines Corporation, Ltd.

      6-1165-REW-0115  Page
        3

       

      ***

    

    
       

      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    [***THIS
      PAGE HAS BEEN REDACTED***]

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      China
        Eastern Airlines Corporation, Ltd.

      6-1165-REW-0116

    

     

    China
      Eastern Airlines Corporation, Ltd.

    2550
      Hongqiao Road

    Shanghai
      200335

    People’s
      Republic of China

     

    Subject: Government
      Approval

     

    ***

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      [***THIS
        PAGE HAS BEEN REDACTED***]

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    [***THIS
      PAGE HAS BEEN REDACTED***]

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    6-1165-REW-0117

     

    China
      Eastern Airlines Corporation, Ltd.

    2550
      Hongqiao Road

    Shanghai
      200335

    People’s
      Republic of China


     

    Subject: Special
      Escalation Program

     

    ***

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    China
      Eastern Airlines Corporation, Ltd.

    6-1165-REW-0117  Page
      2

     

    ***

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
       

       

    

    [***THIS
      PAGE HAS BEEN REDACTED***]

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     


      Attachment
        1 to 



      6-1165-REW-0117



     

    SPECIAL
      ESCALATION PROGRAM FACTORS

     

    ***

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    6-1165-REW-0118

     

    China
      Eastern Airlines Corporation, Ltd.

    2550
      Hongqiao Road

    Shanghai
      200335

    People’s
      Republic of China

     

    Subject: Shareholder
      Approval

     

    ***

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    [***THIS
      PAGE HAS BEEN REDACTED***]

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    6-1165-REW-0119

     

    China
      Eastern Airlines Corporation, Ltd.

    2550
      Hongqiao Road

    Shanghai
      200335

    People’s
      Republic of China


     

    Subject: Board
      Approval

     

    ***

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    [***THIS
      PAGE HAS BEEN REDACTED***]

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    6-1165-REW-0120

     

    China
      Eastern Airlines Corporation, Ltd.

    2550
      Hongqiao Road

    Shanghai
      200335

    People’s
      Republic of China


     

    Subject: Volume
      Agreement

     

    ***

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    
      China
        Eastern Airlines Corporation, Ltd.

      6-1165-REW-0120  Page
        2

       

      ***

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
      
      

    

     

    [***THIS
      PAGE HAS BEEN REDACTED***]