PURCHASE AGREEMENT NUMBER PA-03746


 


between


 


THE
BOEING COMPANY


 


and



 


China
Eastern Airlines Corporation, Ltd.


 


Relating
to Boeing Model 777-300ER Aircraft



 


with


 


China
Eastern Aviation Import & Export Corporation


 


as
consenting party


 


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TABLE
OF CONTENTS


 


	ARTICLES
	 	 
	Article 1.	Quantity, Model and Description
	Article 2.	Delivery Schedule
	Article 3.	Price
	Article 4.	Payment
	Article 5.	Additional Terms
	 	 
	TABLE
	 	 
	1.	Aircraft Information Table
	2.	Aircraft Information Table
	 	 
	EXHIBIT
	 	 
	A.	Aircraft Configuration
	B.	Aircraft Delivery Requirements and Responsibilities
	 
	SUPPLEMENTAL EXHIBITS
	 	 
	AE1.	Escalation Adjustment/Airframe and Optional Features
	BFE1.	BFE Variables
	CS1.	Customer Support Variables
	EE1.	Engine Warranty and Patent Indemnity
	SLP1.	Service Life Policy Components


 


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	LETTER AGREEMENTS
	 
	LA-1107140	LA-Aircraft Minor Model Substitution
	 	 
	LA-1207798	LA-Aircraft Cross Model Substitution
	 	 
	LA-1107141	LA-Shareholder Approval
	 	 
	LA-1107142	LA-Boeing BFE Purchase
	 	 
	LA-1107144	LA-EULA Special Matters
	 	 
	LA-1107145	LA-Board Approval
	 	 
	LA-1107146	LA-Liquidated Damages Non-Excusable Delay
	 	 
	LA-1107147	LA-Loading of Customer Software
	 	 
	LA-1107148	LA-Open Configuration Matters
	 	 
	LA-1107149	LA-Performance Guarantees
	 	 
	LA-1107150	LA-Promotional Support
	 	 
	LA-1107151	LA-Spare Parts Initial Provisioning
	 	 
	LA-1107152	LA-Special Matters
	 	 
	LA-1207193	LA-Payment Matters
	 	 
	LA-1207194	LA-Cabin Systems Equipment
	 	 
	LA-1207195	LA-Customer Support Special Matters –  Extra
    Training     and Services
	 	 
	LA-1207196	LA-Escalation Capped Factors
	 	 
	LA-1207199	LA-Government Approval
	 	 
	LA-1207459	LA-Aircraft Trade-In Matters


 


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Purchase Agreement No. PA-03746


 


between


 


The Boeing Company


 


and


 


China Eastern Airlines Corporation, Ltd.


 


This Purchase Agreement
No. PA-03746 between The Boeing Company, a Delaware corporation, (Boeing) and China Eastern Airlines Corporation,
Ltd., a China corporation, (Customer) relating to the purchase and sale of Model 777-300ER aircraft together with
all tables, exhibits, supplemental exhibits, letter agreements and other attachments thereto, if any, (Purchase Agreement)
incorporates the terms and conditions (except as specifically set forth below) of the Aircraft General Terms Agreement dated as
of March 7, 2001 between the parties, identified as AGTA-CEA (AGTA).


 


		1.	Quantity, Model andDescription.



 


The aircraft to be
delivered to Customer will be designated as Model 777-300ER aircraft (Aircraft). Boeing will manufacture and sell
to Customer Aircraft conforming to the configuration described in Exhibit A in the quantities listed in Table 1 and Table 2 to
the Purchase Agreement.


 


		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.


 


		3.	Price.



 


3.1         Aircraft
Basic Price. TheAircraft Basic Price is listed in Table 1 and Table 2 and is subject to escalation in accordance with the
terms of this Purchase Agreement.


 


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.


 


		4.	Payment.



 


4.1         Boeing
acknowledges receipt of a deposit in the amount shown in Table 1 and Table 2 for each Aircraft (Deposit).


 


4.2         The
standard advance payment schedule for the Model 777-300ER aircraft requires Customer to make certain advance payments, expressed
in a percentage of the Advance Payment Base Price of each Aircraft beginning with a payment of *** less the Deposit, on the effective
date of the Purchase Agreement for the Aircraft. Additional advance payments for each Aircraft are due as specified in and on
the first business day of the months listed in the attached Table 1 and Table 2.


 


4.3        For any Aircraft
whose scheduled month of delivery is less than *** from the date of this Purchase Agreement, the total amount of advance payments
due for payment upon signing of this Purchase Agreement will include all advance payments which are past due in accordance with
the standard advance payment schedule set forth in paragraph 4.2 above.


 


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4.4           Customer will
pay the balance of the AircraftPrice of each Aircraft at delivery.


 


		5.	Additional Terms.



 


5.1         Aircraft
Information Table. Table 1 andTable 2 consolidates 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 supplier 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 provided under Supplemental
Exhibit CS1 (Entitlements) assumes that at the time of delivery of Customer’s first Aircraft under the Purchase Agreement,
Customer has not taken possession of a 777-300ER aircraft whether such 777-300ER aircraft was purchased, leased or otherwise obtained
by Customer from Boeing or another party. If prior to the delivery of Customer’s first Aircraft, Customer has taken possession
of a 777-300ER aircraft, Boeing will revise the Entitlements to reflect the level of support normally provided by Boeing to operators
already operating such aircraft. 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 777-300ER 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.


 


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.


 


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	AGREED AND ACCEPTED this	 
	 	 
	 	 
	Date	 	 
	 	 	 
	THE BOEING COMPANY	 
	 	 	 
	By	/s/ Rocky E. Weller	 
	 	 	 
	Its 	Attorney-In-Fact	 
	 	 	 
	CHINA EASTERN AIRLINES CORPORATION,

    LTD.	 
	 	 	 
	By 		 
	 	 	 
	Its 	 	 
	 	 	 
	CHINA EASTERN AVIATION IMPORT &

    EXPORT CORPORATION	 
	 	 	 
	By		 
	 	 	 
	Its	 	 


 


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Table 1 To


Purchase Agreement No. 3746


Aircraft Delivery, Description, Price
and Advance Payments


 


	Airframe Model/MTOW:             777-300ER	***	Detail Specification:	***
	 	 	 	 
	Engine Model/Thrust:              GE90-II5BLI	***	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 Purchased Equipment (SPE) Estimate:	***	 	 
	 	 	 	 
	


Refundable Deposit/Aircraft at Proposal Accept: 


	***	 	 


 


	 	 	 	 	Escalation	 	 	 	 	 		 	 	 
	Delivery	 	Number of 	 	Factor	 	 	 	 	 		 	 	 
	Date	 	Aircraft	 	 (Airframe)	 	 	 	 	 	Escalation Estimate	 	Advance
    Payment Per Aircraft (Amts. Due/Mos. Prior Delivery):	 
	Sep-2014	 	1	 	***	 	 	 	 	 	***	 	***	 
	Nov-2014	 	1	 	***	 	 	 	 	 	***	 	***	 
	Dec-2014	 	1	 	***	 	 	 	 	 	***	 	***	 
	Mar-2015	 	1	 	***	 	 	 	 	 	***	 	***	 
	Jun-2015	 	1	 	***	 	 	 	 	 	***	 	***	 
	Jul-2015	 	1	 	***	 	 	 	 	 	***	 	***	 
	Aug-2015	 	1	 	***	 	 	 	 	 	***	 	***	 
	Nov-2015	 	1	 	***	 	 	 	 	 	***	 	***	 
	Feb-2016	 	1	 	***	 	 	 	 	 	***	 	***	 
	Apr-2016	 	1	 	***	 	 	 	 	 	***	 	***	 
	Jun-2016	 	1	 	***	 	 	 	 	 	***	 	***	 
	Aug-2016	 	1	 	***	 	 	 	 	 	***	 	***	 
	Oct-2016	 	1	 	***	 	 	 	 	 	***	 	***	 
	Feb-2017	 	1	 	***	 	 	 	 	 	***	 	***	 


 


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Table 1 To

Purchase Agreement No. 3746

Aircraft Delivery, Description, Price and Advance Payments


 


	 	 	 	 	Escalation	 	 	 	 	 		 		 
	Delivery	 	Number of	 	Factor	 	 	 	 	 	 	 	 	 
	Dale	 	Aircraft	 	(Airframe)	 	 	 	 	 	Escalation Estimate	 	Advance
    Payment Per Aircraft (Amts. Due/Mos. Prior Delivery):	 
	Apr-2017	 	1	 	***	 	 	 	 	 	***	 	***	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Total:	 	15	 		 	 	 	 	 		 		 


 


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Table 2 To

Purchase Agreement No. 3746

Aircraft Delivery, Description, Price and Advance Payments


 


	Airframe Model/MTOW:              777-300ER	***	Detail Specification:	***
	 	 	 	 
	Engine Model/Thrust:              GE90-II5BLI	***	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 Purchased Equipment (SPE) Estimate:	***	 	 
	 	 	 	 
	Refundable Deposit/Aircraft at Proposal Accept:	***	 	 


 


	 	 	 	 	Escalation	 	 	 	 	 	 	 	 	 
	Delivery	 	Number of	 	Factor	 	 	 	 	 	 	 	 	 
	Date	 	Aircraft	 	(Airframe)	 	 	 	 	 	Escalation Estimate	 	Advance
    Payment Per Aircraft (Amts. Due/Mos. Prior Delivery):	 
	Jun-2017	 	1	 	***	 	 	 	 	 	***	 	***	 
	Feb-2018	 	1	 	***	 	 	 	 	 	***	 	***	 
	Apr-2018	 	1	 	***	 	 	 	 	 	***	 	***	 
	Jun-2018	 	1	 	***	 	 	 	 	 	***	 	***	 
	Aug-2018	 	1	 	***	 	 	 	 	 	***	 	***	 
	Total:	 	5	 		 	 	 	 	 	 	 	 	 


 





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AIRCRAFT
CONFIGURATION


 


between


 


THE BOEING
COMPANY


 


and


 


China
Eastern Airlines Corporation, Ltd.


 


Exhibit
A to Purchase Agreement Number PA-03746


 


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Exhibit A


 


AIRCRAFT CONFIGURATION


 


Dated _____________


 


relating to


 


BOEING MODEL 777-300ER AIRCRAFT


 


The content of this
Exhibit A will be defined pursuant to the provisions of Letter Agreement CEA-PA-03746-LA-1107148 to the Purchase Agreement, entitled
“Open Configuration Matters”.


 


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AIRCRAFT
DELIVERY REQUIREMENTS AND


RESPONSIBILITIES


 


between


 


THE BOEING
COMPANY


 


and


 


China
Eastern Airlines Corporation, Ltd.


 


Exhibit
B to Purchase Agreement Number PA-03746


 


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Exhibit
B


 


AIRCRAFT
DELIVERY REQUIREMENTS AND RESPONSIBILITIES


 


relating
to


 


BOEING
MODEL 777-300ER AIRCRAFT


 


Both
Boeing and Customer have certain documentation and approval responsibilities at various times 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 six (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, and not later than three (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. The above Boeing obligation only applies to commercial passenger-configured
aircraft.


 


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 three
(3) months prior to delivery. Boeing will then use commercially reasonable efforts to obtain
the Certificate from the United States Public Health Service and present it to Customer at the time of Aircraft delivery. The
above Boeing obligation only applies to commercial passenger-configured aircraft.


 


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
three (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 *** all information required by U.S.
Customs and Border Protection, 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.


 


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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 *** 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
following delivery, and (i) Customer is a non-U.S. customer, Boeing will file an export declaration electronically with U.S. Customs
and Border Protection (CBP),
or (ii) Customer
is a U.S. customer, it is the responsibility of the U.S. customer, as the exporter of record, to file the export declaration with
CBP.


 


2.          Insurance
Certificates.


 


Unless
provided earlier, Customer will provide to Boeing not later than thirty (30) days prior to delivery
of the first Aircraft, a copy of the requisite annual insurance certificate in accordance with the requirements of Article 8 of
the AGTA.


 


3.          NOTICE
OF FLYAWAY CONFIGURATION.


 


Not
later than *** prior to delivery of the Aircraft, Customer will provide to Boeing
a configuration letter stating the requested “flyaway configuration” of the Aircraft for its ferry flight. This configuration
letter should include:


 


(i)          the
name of the company which is to furnish fuel for the ferry flight and any scheduled post-delivery flight training, the method
of payment for such fuel, and fuel load for the ferry flight;


 


(ii)         the
cargo to be loaded and where it is to be stowed on board the Aircraft, the address where cargo is to be shipped after flyaway and
notification of any hazardous materials requiring special handling;


 


(iii)        any
BFE equipment to be removed prior to flyaway and returned to Boeing BFE stores for installation on Customer’s subsequent Aircraft;


 


(iv)        a
complete list of names and citizenship of each crew member and non-revenue passenger who will be aboard the ferry flight; and


 


(v)         a
complete ferry flight itinerary.


 


4.          DELIVERY
ACTIONS BY BOEING.


 


4.1           Schedule
of Inspections. All FAA, Boeing, Customer and, if required, U.S. Customs Bureau inspections will be scheduled by Boeing for
completion prior to delivery or departure of the Aircraft. Customer will be informed of such schedules.


 


4.2           Schedule
of Demonstration Flights. All FAA and Customer demonstration flights will be scheduled by Boeing for completion prior to delivery
of the Aircraft.


 


4.3           Schedule
for Customer’s Flight Crew. Boeing will inform Customer of the date that a flight crew is required for acceptance routines
associated with delivery of the Aircraft.


 


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4.4           Fuel
Provided by Boeing. Boeing will provide to Customer, without charge, the amount of fuel shown in U.S. gallons in the table
below for the model of Aircraft being delivered and full capacity of engine oil at the time of delivery or prior to the ferry flight
of the Aircraft.


 


	Aircraft Model	 	Fuel Provided
	737	 	***
	747	 	***
	757	 	***
	767	 	***
	777	 	***
	787	 	***


 


4.5           Flight
Crew and Passenger Consumables. ***


 


4.6           Delivery
Papers, Documents and Data. Boeing will have available at the time of delivery of the Aircraft certain delivery papers, documents
and data for execution and delivery. If title for the Aircraft will be transferred to Customer through a Boeing sales subsidiary
and if the Aircraft will be registered with the FAA, Boeing will pre-position in Oklahoma City, Oklahoma, for filing with the FAA
at the time of delivery of the Aircraft an executed original Form 8050-2, Aircraft Bill of Sale, indicating transfer of title to
the Aircraft from Boeing’s sales subsidiary to Customer.


 


4.7           Delegation
of Authority.     If specifically requested in advance by Customer, Boeing will present a certified
copy of a Resolution of Boeing’s Board of Directors, designating and authorizing certain persons to act on its behalf in connection
with delivery of the Aircraft.


 


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 designating and authorizing certain persons to act on its behalf in connection with delivery of the specified
Aircraft.


 


5.4           TSA
Waiver Approval.      Customer may be required to have an approved Transportation Security Administration (TSA) waiver
for the ferry flight depending upon the Customer’s en-route stop(s) and destination unless the Customer already has a TSA
approved security program in place. Customer is responsible for application for the TSA waiver and obtaining TSA approval. Customer
will provide a copy of the approved TSA waiver to Boeing upon arrival at the Boeing delivery center.


 


5.5           Electronic
Advance Passenger Information System. Shouldthe ferry flight of an Aircraft leave the United States, the Department of
Homeland Security office requires Customer to comply with the Electronic Advance Passenger Information System (eAPIS). Customer
needs to establish their own account with US Customs and Border Protection in order to file for departure. A copy of the eAPIS
forms is to be provided by Customer to Boeing upon arrival of Customer’s acceptance team at the Boeing delivery center.


 


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ESCALATION
ADJUSTMENT


AIRFRAME
AND OPTIONAL FEATURES


 


between


 


THE
BOEING COMPANY


 


and


 


China
Eastern Airlines Corporation, Ltd.


 


Supplemental
Exhibit AE1


to
Purchase Agreement Number PA-03746


 


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ESCALATION
ADJUSTMENT


AIRFRAME
AND OPTIONAL FEATURES


 


relating
to


 


BOEING
MODEL 777-300ER AIRCRAFT


 


1.          Formula.


 


Airframe
and Optional Features price adjustments (Airframe Price Adjustment) are used to allow prices to be stated in current year
dollars at the signing of this Purchase Agreement and to adjust the amount to be paid by Customer at delivery for the effects of
economic fluctuation. The Airframe Price Adjustment will be determined at the time of Aircraft delivery in accordance with the
following formula:


 


***


 


Where:


 


***


 


Where:


 


ECIb
is the base year airframe escalation index (as set forth in Table 1 and Table 2 of this Purchase Agreement);


 


ECI
is a value determined using the U.S. Department of Labor, Bureau of Labor Statistics, Employment Cost Index for NAICS
Aircraft Manufacturing - Wages and Salaries (BLS Series ID CIU20232110000001), calculated by establishing a three-month
arithmetic average value (expressed as a decimal and rounded to the nearest tenth) using the values for the *** prior to the
month of scheduled delivery of the applicable Aircraft. As the Employment Cost Index values are only released on a quarterly
basis, the value released for ***








 


***


 


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Where:


 


ICIb
is the base year index (as set forth in Table 1 and Table 2 of this Purchase Agreement); and ICI is a value determined using
the U.S. Department of Labor, Bureau of Labor Statistics, Producer Price Index - Industrial Commodities Index (BLS
Series ID WPU03THRU15),calculated as ***


 


Where:


 


***


 


Note:


 


		(i)	***



 


		(ii)	***



 


		(iii)	***



 


		(iv)	***



 


		(iv)	***



 


		(vi)	***



 


2.          Values
to be Utilized in the Event of Unavailability.


 


2.1           If
the Bureau of Labor Statistics substantially revises the methodology used for the determination of the values to be used to determine
the ECI and ICI values (in contrast to benchmark adjustments or other corrections of previously released values), or for any reason
has not released values needed to determine the applicable Airframe Price Adjustment, the parties will, prior to the delivery of
any such Aircraft, select a substitute from other Bureau of Labor Statistics data or similar data reported by non-governmental
organizations. Such substitute will result in the same adjustment, insofar as possible, as would have been calculated utilizing
the original values adjusted for fluctuation during the applicable time period. However, if within *** after delivery of the Aircraft,
the Bureau of Labor Statistics should resume releasing values for the months needed to determine the Airframe Price Adjustment;
such values will be used to determine any increase or decrease in the Airframe Price Adjustment for the Aircraft from that determined
at the time of delivery of the Aircraft.


 





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2.2           Notwithstanding
Article 2.1 above, if prior to the scheduled delivery month of an Aircraft the Bureau of Labor Statistics changes the base year
for determination of the ECI and ICI values as defined above, such re-based values will be incorporated in the Airframe Price Adjustment
calculation.


 


2.3           In
the event escalation provisions are made non-enforceable or otherwise rendered void by any agency of the United States Government,
the parties agree, to the extent they may lawfully do so, to equitably adjust the Aircraft Price of any affected Aircraft to reflect
an allowance for increases or decreases consistent with the applicable provisions of paragraph 1 of this Supplemental Exhibit AE1
in labor compensation and material costs occurring since August of the year prior to the price base year shown in the Purchase
Agreement.


 


2.4           If
within *** of Aircraft delivery, the published index values are revised due to an acknowleded error by the Bureau of Labor Statistics,
the Airframe Price Adjustment will be re-calculated using the revised index values (this does not include those values noted as
preliminary by the Bureau of Labor Statistics). A credit memorandum or supplemental invoice will be issued for the Airframe Price
Adjustment difference. Interest charges will not apply for the period of original invoice to issuance of credit memorandum or supplemental
invoice.


 


Note:


		(i)	The
values released by the Bureau of Labor Statistics and available to Boeing thirty (30) days prior to the first day of the scheduled
delivery month of an Aircraft will be used to determine the ECI and ICI values for the applicable months (including those noted
as preliminary by the Bureau of Labor Statistics) to calculate the Airframe Price Adjustment for the Aircraft invoice at the time
of delivery. The values will be considered final and no Airframe Price Adjustments will be made after Aircraft delivery for any
subsequent changes in published index values, subject always to paragraph 2.4 above.



 


		(ii)	The
maximum number of digits to the right of the decimal after rounding utilized in any part of the Airframe Price Adjustment equation
will be 4, where rounding of the fourth digit will be increased to the next highest digit when the 5th digit is equal to five
(5) or greater.



 


	CEA-PA-03746-AE1	 	 
	 	 	AE1 Page 4
	 	BOEING
    PROPRIETARY	 


 




    	 



    	 



    

 


BUYER
FURNISHED EQUIPMENT VARIABLES


 


between


 


THE
BOEING COMPANY 


 


and


 


China
Eastern Airlines Corporation, Ltd.


 


Supplemental
Exhibit BFE1


to
Purchase Agreement Number PA-03746


 


	CEA-PA-03746-BFE1	 	 
	 	 	BFE1 Page 1
	 	BOEING
    PROPRIETARY	 


 




    	 



    	 



    

 


BUYER
FURNISHED EQUIPMENT VARIABLES


 


relating
to


 


BOEING
MODEL 777-300ER AIRCRAFT


 


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


 


1.          Supplier
Selection.


 


Customer
will:


 


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


 


	Galley
    System	July
    1, 2013
	 	 
	Galley Inserts	July
    1, 2013
	 	 
	Seats (Suites)	June
    1, 2012
	 	 
	Seats (F/C, B/C, Premium
    E/C)	January
    2, 2013
	 	 
	Seats (Economy class)	June
    1, 2013
	 	 
	Overhead & Audio System	November
    1, 2013
	 	 
	In-Seat
    Video System	*****
	 	 
	Miscellaneous Emergency
    Equipment	July
    1, 2013


 


****In-Flight
Entertainment (IFE) In seat video system must be selected concurrent with the longest lead seat program.


 


2.          On-dock
Dates and Other Information.


 


On
or before January 2014, Boeing will provide to Customer the BFE Requirements electronically in My Boeing Fleet (MBF),
through My Boeing Configuration (MBC). These requirements may be periodically
revised, setting forth the items, quantities, on-dock dates and shipping instructions and other requirements relating to the in-sequence
installation of BFE. For planning purposes, preliminary BFE on-dock dates are set forth below:


 


	CEA-PA-03746-BFE1	 	 
	 	 	BFE1
    Page 2
	 	BOEING PROPRIETARY	 


 




    	 



    	 



    

 





	 	 	 	Preliminary
                                                                                                                                            BFE
                                                                                                                                            On-dock
                                                                                                                                            Dates
                                                                                                                                            for
                                                                                                                                            Planning
                                                                                                                                            Purposes
                                                                                                                                            Only
	Scheduled
    
Month of

 Delivery:	 	 	Qty	 	 	Seats	 	Galleys
    / 
Furnishings	 	Antennas
    & 
Mounting 
Equipment	 	Avionics	 	Cabin
    
Systems 
Equipment	 	Miscellaneous/
    
Emergency 
Equipment	 	Textiles
    / 

Raw Material
	Sep
    2014	 	 	1	 	 	07/09/2014	 	07/07/2014	 	05/09/2014	 	07/07/2014	 	07/07/2014	 	07/07/2014	 	04/09/2014
	Nov
    2014	 	 	1	 	 	09/08/2014	 	09/04/2014	 	07/08/2014	 	09/04/2014	 	09/04/2014	 	09/04/2014	 	06/09/2014
	Dec
    2014	 	 	1	 	 	10/09/2014	 	10/07/2014	 	08/08/2014	 	10/07/2014	 	10/07/2014	 	10/07/2014	 	07/11/2014
	Mar
    2015	 	 	1	 	 	01/08/2015	 	01/06/2015	 	11/07/2014	 	01/06/2015	 	01/06/2015	 	01/06/2015	 	09/29/2014
	Jun
    2015	 	 	1	 	 	04/08/2015	 	04/06/2015	 	02/06/2015	 	04/06/2015	 	04/06/2015	 	04/06/2015	 	01/09/2015
	Jul
    2015	 	 	1	 	 	05/06/2015	 	05/02/2015	 	03/06/2015	 	05/02/2015	 	05/02/2015	 	05/02/2015	 	02/07/2014
	Aug
    2015	 	 	1	 	 	06/08/2015	 	06/04/2015	 	04/08/2015	 	06/04/2015	 	06/04/2015	 	06/04/2015	 	03/10/2015
	Nov
    2015	 	 	1	 	 	09/02/2015	 	08/31/2015	 	07/02/2015	 	08/31/2015	 	08/31/2015	 	08/31/2015	 	06/09/2015
	Feb
    2016	 	 	1	 	 	12/01/2015	 	11/30/2015	 	10/01/2015	 	11/30/2015	 	11/30/2015	 	11/30/2015	 	08/31/2015
	Apr
    2016	 	 	1	 	 	02/05/2016	 	02/03/2016	 	12/01/2015	 	02/03/2016	 	02/03/2016	 	02/03/2016	 	10/28/2015
	Jun
    2016	 	 	1	 	 	04/07/2016	 	04/05/2016	 	02/05/2016	 	04/05/2016	 	04/05/2016	 	04/05/2016	 	01/11/2016
	Aug
    2016	 	 	1	 	 	06/08/2016	 	06/06/2016	 	04/08/2016	 	06/06/2016	 	06/06/2016	 	06/06/2016	 	03/10/2016
	Oct
    2016	 	 	1	 	 	08/09/2016	 	06/06/2016	 	06/08/2016	 	06/06/2016	 	06/06/2016	 	06/06/2016	 	05/10/2016
	Feb
    2017	 	 	1	 	 	11/30/2016	 	11/28/2016	 	09/30/2016	 	11/28/2016	 	11/28/2016	 	11/28/2016	 	08/30/2016
	Apr
    2017	 	 	1	 	 	02/06/2017	 	02/02/2017	 	12/16/2016	 	02/02/2017	 	02/02/2017	 	02/02/2017	 	10/27/2016
	Jun
    2017	 	 	1	 	 	04/06/2017	 	04/04/2017	 	02/06/2017	 	04/04/2017	 	04/04/2017	 	04/04/2017	 	01/09/2017
	Feb
    2018	 	 	1	 	 	12/1/2017	 	11/29/2017	 	10/2/2017	 	11/29/2017	 	11/29/2017	 	11/29/2017	 	08/29/2017
	Apr
    2018	 	 	1	 	 	02/06/2018	 	02/02/2018	 	11/29/2017	 	02/02/2018	 	02/02/2018	 	02/02/2018	 	10/27/2017
	Jun
    2018	 	 	1	 	 	04/06/2018	 	04/04/2018	 	02/06/2018	 	04/04/2018	 	04/04/2018	 	04/04/2018	 	01/09/2018
	Aug
    2018	 	 	1	 	 	06/07/2018	 	06/05/2018	 	04/06/2018	 	06/05/2018	 	06/05/2018	 	06/05/2018	 	03/09/2018
	Total
    A/C	 	 	20	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 





 


	CEA-PA-03746-BFE1	 	BFE1
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3.          Additional
Delivery Requirements - Import.


 


Customer
will be the “importer of record” (as defined by the U.S. Customs and Border Protection) for all BFE imported
into the United States, and as such, it has the responsibility to ensure all of Customer’s BFE shipments comply with U.S.
Customs Service regulations. In the event Customer requests Boeing, in writing, to act as importer of record for Customer’s
BFE, and Boeing agrees to such request, Customer is responsible for ensuring Boeing can comply with all U.S. Customs Import Regulations
by making certain that, at the time of shipment, all BFE shipments comply with the requirements in the “international Shipment
Routing Instructions”, including the Customs Trade Partnership Against Terrorism (C-TPAT), as set out on the
Boeing website referenced below. Customer agrees to include the International Shipment Routing Instructions, including C-TPAT
requirements, in each contract between Customer and BFE supplier.


 


http://www.boeing.com/companyoffices/doingbiz/supplier_portal/index_general.html


 


	CEA-PA-03746-BFE1	 	 
	 	 	BFE1 Page 4
	 	BOEING
    PROPRIETARY	 


 




    	 



    	 



    

 


CUSTOMER
SUPPORT VARIABLES


 


between


 


THE
BOEING COMPANY 


 


and


 


CHINA
EASTERN AIRLINES CORPORATION, LTD.


 


Supplemental
Exhibit CS1


to
Purchase Agreement Number PA-03746


 


	CEA-PA-03746-CS1	 	 
	 	 	CS1 Page 1
	 	BOEING
    PROPRIETARY	 


 


 




    	 



    	 



    

 


CUSTOMER
SUPPORT VARIABLES 


 


relating
to 


 


BOEING
MODEL 777-300ER AIRCRAFT


 


Customer
and Boeing will conduct planning conferences approximately twelve (12) months prior to delivery of the first Aircraft, or as mutually
agreed, in order to develop and schedule a customized Customer Support Program to be furnished by Boeing in support of the Aircraft.


 


The
customized Customer Services Program will be based upon and equivalent to the entitlements summarized below.


 


1.          Maintenance
Training.


 


1.1           ***


 


1.2           ***


 


1.3           ***


 


1.4           ***


 


1.5           ***


 


1.6           ***


 


1.7           ***


 


1.8           ***


 


1.9           ***


 


 


2.          Flight
Training.


 


2.1           ***


 


2.2           ***


 


2.3           ***


 


2.4           ***


 


2.5           ***


 


	CEA-PA-03746-CS1	 	 
	 	 	CS1 Page 2
	 	BOEING
    PROPRIETARY	 


 




    	 



    	 



    

 


2.6           Additional
Flight Operations Services:


 


		(i)	***



 


		(ii)	***



 


		(iii)	***



 


3.            Planning
Assistance.


 


3.1          Maintenance
Engineering.    Notwithstanding anything in Exhibit B to the AGTA seemingly to the contrary, Boeing will provide the following
Maintenance Engineering support:


 


		3.1.1	Maintenance
Planning Assistance. ***



 


		3.1.2	ETOPS
Maintenance Planning Assistance. ***



 


		3.1.3	GSE/Shops/Tooling Consulting. ***



 


		3.1.4	Maintenance Engineering Evaluation.
***



 


3.2          Spares.


 


		(i)	Recommended
Spares Parts List (RSPL). ***



 


		(ii)	Illustrated
Parts Catalog (IPC). ***



 


		(iii)	Provisioning
Training. ***



 


		(iv)	Spares
Provisioning Conference. ***



 


	CEA-PA-03746-CS1	 	 
	 	 	CS1 Page 3
	 	BOEING
    PROPRIETARY	 


 




    	 



    	 



    

 


4.          Technical
Data and Documents.


 


4.1           Flight
Operations.


 


***


 


4.2           Maintenance.


 


***


 


4.3           Maintenance
Planning.


 


***


 


4.4           Spares.


 


***


 


	CEA-PA-03746-CS1	 	 
	 	 	CS1
    Page 4
	 	BOEING PROPRIETARY	 


  



    	 



    	 



    

 


4.5           Facilities
and Equipment Planning.


 


***


 


4.6           Supplier
Technical Data.


 


***


 


	CEA-PA-03746-CS1	 	 
	 	 	CS1 Page 5
	 	BOEING
    PROPRIETARY	 


 


 



    	 



    	 



    

 


ENGINE
ESCALATION,


ENGINE
WARRANTY AND PATENT INDEMNITY


 


between


 


THE
BOEING COMPANY


 


and


 


CHINA
EASTERN AIRLINES CORPORATION, LTD.


 


Supplemental
Exhibit EE1


to
Purchase Agreement Number PA-03746


 


	CEA-PA-03746-EE1	 	 
	 	 	EE1
    Page 1
	 	BOEING PROPRIETARY	 


 




    	 



    	 



    

 


ENGINE
ESCALATION


ENGINE
WARRANTY AND PATENT INDEMNITY


 


relating
to


 


BOEING
MODEL 777-300ER AIRCRAFT


 


1.          ENGINE
ESCALATION.


 


No
separate engine escalation methodology is defined for the 777-300ER 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 General Electric Company (GE) GE’s guarantee that GE will extend directly to Customer GE’s warranty,
special guarantees and product support services (hereinafter collectively referred to as Warranty); subject, however,
to Customer’s acceptance of the conditions set forth in the Warranty.


 


In
consideration for Boeing’s having obtained GE’s guarantee to provide the Warranty directly to the 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 Engines and Customer hereby waives, releases and renounces all its rights in all such claims, obligations and liabilities.
THE WARRANTY GE EXTENDS DIRECTLY TO CUSTOMER IS EXCLUSIVE, AND IS IN LIEU OF ALL OTHER WARRANTIES WHETHER WRITTEN, ORAL OR IMPLIED.
THERE ARE NO IMPLIED WARRANTIES OF FITNESS OR MERCHANTABILITY.


 


	CEA-PA-03746-EE1		EE1 Page 2
	 	BOEING
    PROPRIETARY	 


 




    	 



    	 



    

 


SERVICE
LIFE POLICY COMPONENTS


 


between


 


THE
BOEING COMPANY


 


and


 


CHINA
EASTERN AIRLINES CORPORATION, LTD.


 


Supplemental
Exhibit SLP1


to
Purchase Agreement Number PA-03746


 


	CEA-PA-03746-SLP1	 	 
	 	 	SLP1
    Page
	 	BOEING PROPRIETARY	 


 




    	 



    	 



    

 


SERVICE
LIFE POLICY COMPONENTS


 


relating to


 


BOEING MODEL 777-300ER 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. PA-03746.


 


1.          Wing.


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



 


		(ii)	Wing
spar webs, chords and stiffeners.



 


		(iii)	Inspar
wing ribs.



 


		(iv)	Inspar
splice plates and fittings.



 


		(v)	Main
landing gear support structure.



 


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



 


		(vii)	Wing-to-body
structural attachments.



 


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



 


		(ix)	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.



 


		(x)	Leading
edge device and trailing edge flap support system.



 


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



 


2.          Body.


		(i)	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.



 


		(ii)	Window
and windshield structure but excluding the windows and windshields.



 


		(iii)	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.



 


	CEA-PA-03746-SLP1	 	 
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    PROPRIETARY	 


 




    	 



    	 



    

 



 


		(iv)	Nose wheel well structure, including the
wheel well walls, pressure deck, forward and aft bulkheads, and the gear support structure.



 


		(v)	Main gear wheel well structure including
pressure deck, bulkheads and landing gear beam support structure.



 


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



 


		(vii)	Forward and aft pressure bulkheads.



 


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



 


		(ix)	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.



 


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



 


		3.	Vertical Stabilizer.



 


		(i)	External skins between front and rear
spars.



 


		(ii)	Front and rear spars including stiffeners.



 


		(iii)	Attachment fittings between vertical stabilizer
and body.



 


		(iv)	Inspar ribs.



 


		(v)	Rudder hinges and supporting ribs, excluding
bearings.



 


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



 


		(vii)	Rudder internal, fixed attachment and
actuator support structure.



 


		4.	Horizontal Stabilizer.



 


		(i)	External skins between front and rear
spars.



 


		(ii)	Front and rear spars including splices
and stiffeners.



 


		(iii)	Inspar ribs.



 


		(iv)	Stabilizer splice fittings and pivot and
screw support structure.



 


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



 


		(vi)	Elevator internal, fixed attachment and
actuator support structure.



 


		(vii)	Elevator hinges and supporting ribs, excluding
bearings.



 


	CEA-PA-03746-SLP1	 	 
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	 	BOEING PROPRIETARY	 


 




    	 



    	 



    

 


		5.	Engine Strut.



 


		(i)	Strut
external surface skin and doublersand stiffeners.



 


		(ii)	Internal strut chords, frames and bulkheads.



 


		(iii)	Strut
to wing fittings anddiagonalbrace.



 


		(iv)	Engine mount support fittings attached
directly to strut structure.






 


		(v)	For Aircraft equipped with General Electric
or Pratt & Whitney
engines only, the engine-mounted support fittings.






 


		6.	Main Landing Gear.



 


		(i)	Outer cylinder.



 


		(ii)	Inner cylinder.



 


		(iii)	Upper and lower side strut, including
spindles and universals.



 


		(iv)	Upper and lower drag strut, including
spindles and universals.



 


		(v)	Orifice support tube.



 


		(vi)	Downlock
links includingspindlesand universals.



 


		(vii)	Torsion links.



 


		(viii)	Bogie beam.



 


		(ix)	Axles.



 


		(x)	Steering crank arm.



 


		(xi)	Steering rod.



  


		7.	Nose Landing Gear.



 


		(i)	Outer cylinder.



 


		(ii)	Inner cylinder, including axles.



 


		(iii)	Orifice support tube.



 


		(iv)	Upper and lower drag strut, including
lock links.



 


		(v)	Steering plates and steering collar.



 


		(vi)	Torsion links.



 


		(vii)	Actuator support beam and hanger.



 


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.


 


	CEA-PA-03746-SLP1	 	 
	 	 	SLP1 Page 4
	 	BOEING PROPRIETARY	 


 




    	 



    	 



    

 


		The Boeing Company
	P.O. Box 3707
	Seattle, WA 98124-2207
	 	 


 


CEA-PA-03746-LA-1107140


 


China
Eastern Airlines Corporation, Ltd.


2550
Hongqiao Road 


SHANGHAI
200335 


PEOPLE’S
REPUBLIC OF CHINA


 


		Subject:	Aircraft Minor Model Substitution



 


		Reference:	Purchase
                                                                                                         Agreement No. PA-03746
                                                                                                         (Purchase Agreement)
                                                                                                         between The Boeing Company
                                                                                                         (Boeing)
                                                                                                         and China Eastern Airlines
                                                                                                         Corporation, Ltd. (Customer)
                                                                                                         relating to Model 777-300ER
                                                                                                         aircraft (Aircraft)



 


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


 


Customer
may substitute the purchase of Boeing Model 777-Freighter aircraft (Substitute Aircraft)
in place of any Aircraft in Table 1 and Table 2, subject to the following terms and conditions:


 


		1.	Customer’s
Written Notice.



 


Customer
shall provide written notice of its intention to substitute the purchase of an Aircraft with the purchase of a Substitute
Aircraft no later than the first day of the month that is *** prior 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.


 


		2.	Boeing’s
Production Capability.



 


2.1           Customer’s
substitution right is conditioned upon Boeing having production capability for the Substitute Aircraft in the same scheduled delivery
month as the Aircraft for which it will be substituted. Boeing will provide a written response to Customer within ten (10) business
days of Customer’s notice of intent indicating whether or not Boeing’s production capability will support the scheduled
delivery month.


 


2.2           If
Boeing is unable to manufacture the Substitute Aircraft in the same scheduled delivery month as the Aircraft for which it will
be substituted, then within ten (10) business days of Customer’s notice of intent, Boeing shall make a written offer of
an alternate delivery month for Customer’s consideration and written acceptance within thirty days of such offer.


 


2.3           All
of Boeing’s quoted delivery positions for Substitute Aircraft shall be considered preliminary until such time as the parties
enter into a definitive agreement in accordance with paragraph 3. below.


 


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	Aircraft Minor Model Substitution	 	LA Page
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		3.	Definitive Agreement.



 


Customer’s substitution right and Boeing obligation in this Letter Agreement are further conditioned upon Customer and Boeing’s executing
a definitive agreement for the purchase of the Substitute Aircraft within *** of Customer’s substitution notice to Boeing
or of Customer’s acceptance of an alternate delivery month in accordance with paragraph 2. above.


 


		4.	Price and Advance Payments.



 


4.1           The
Airframe Price, Optional Features Price and, if applicable, Engine Price will be adjusted to Boeing’s and the engine manufacturer’s
then-current prices for such elements as of the date of execution of the definitive purchase agreement for the Substitute Aircraft.
The escalation indices and methodology used to estimate the Advance Payment Base Price (APBP) will be adjusted to
Boeing’s and the engine manufacturer’s then-current provisions for such elements as of thedate of execution of
the definitive purchase agreement for the Substitute Aircraft.


 


4.2            If
the APBP for any Substitute Aircraft is higher than the APBP of the Aircraft, Customer will pay to Boeing the amount of the difference
in Advance Payments as of the date of execution of the definitive agreement for the Substitute Aircraft. If the APBP of the Substitute
Aircraft is lower than the APBP of the Aircraft, Boeing will retain any excess amounts previously paid by Customer until the next
payment is due, at which time Customer may reduce the amount of such payment by the amount of the excess. In no case will Boeing
refund or pay interest on any excess amounts created by virtue of Customer’s exercise of the rights of substitution described
herein.


 


		5.	Assignment.



 


Notwithstanding
any other provisions of the Purchase Agreement, the rights and obligations described in this Letter Agreement are provided to Customer
in consideration of Customer’s becoming the operator of the Aircraft and cannot be assigned in whole or, in part.


 


		6.	Confidential Treatment.



 


The
information contained herein represents confidential business information and has value precisely because it is not available generally
or to other parties. Customer will limit the disclosure of its contents to employees of Customer with a need to know the contents
for purposes of helping Customer perform its obligations under 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.


 


	CEA-PA-03746-LA-1107140 

Aircraft Minor Model Substitution	 	LA Page 2
	 	BOEING PROPRIETARY	 


 




    	 



    	 



    

 





 


Very
truly yours,


 


	THE
    BOEING COMPANY	 
	 	 
	By	/s/
Rocky E. Weller



	 
	 	 	 
	Its	Attorney-In-Fact	 


 


	ACCEPTED
    AND AGREED TO this	 
	 	 
	Date:	 	 


 


	CHINA
    EASTERN AIRLINES CORPORATION, LTD.	 
	 	 
	By		 
	 	 
	Its	 	 


 


	CHINA
    EASTERN AVIATION IMPORT & 

    EXPORT CORPORATION	 
	 	 
	By
    		 
	 	 
	Its	 	 


 


	CEA-PA-03746-LA-1107140	 	 
	Aircraft
    Minor Model Substitution	 	LA Page
    3
	 	BOEING PROPRIETARY	 


 




    	 



    	 



    

 


		The Boeing Company
	P.O. Box 3707
	 
	Seattle, WA 98124-2207
	 	 


 


CEA-PA-03746-LA-1207798


 


China
Eastern Airlines Corporation, Ltd.


2550
Hongqiao Road 


SHANGHAI
200335 


PEOPLE’S
REPUBLIC OF CHINA


 


		Subject:	Aircraft Cross Model
Substitution



 


		Reference:	Purchase
                                                                                                         Agreement No. PA-03746
                                                                                                         (Purchase Agreement)
                                                                                                         between The Boeing Company
                                                                                                         (Boeing)
                                                                                                         and China Eastern Airlines
                                                                                                         Corporation, Ltd. (Customer)
                                                                                                         relating to Model 777-300ER
                                                                                                         aircraft (Aircraft)



 


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


 


Customer
may substitute the purchase of Boeing Model 737, 747-8, 787-8 and 787-9 aircraft (Substitute Aircraft)
in place of any Aircraft in Table 2 only, subject to the following terms and conditions:


 


		1.	Customer’s
Written Notice.



 


Customer
shall provide written notice of its intention to substitute the purchase of an Aircraft with the purchase of a Substitute
Aircraft no later than the first day of the month that is *** prior to the scheduled month of delivery of the Aircraft for
which it will be substituted.


 


		2.	Boeing’s
Production Capability.



 


2.1          Customer’s
substitution right is conditioned upon Boeing having production capability for the Substitute Aircraft in the same scheduled delivery
month as the Aircraft for which it will
be substituted. Boeing will provide a written response to Customer within *** of Customer’s notice of intent indicating
whether or not Boeing’s production capability will support the scheduled delivery month.


 


2.2          If
Boeing is unable to manufacture the Substitute Aircraft in the same scheduled delivery month as the Aircraft for which it
will be substituted, then within *** of Customer’s notice of intent, Boeing shall make a written offer of an alternate
delivery month for Customer’s consideration and written acceptance within thirty days of such offer.


 


2.3         All
of Boeing’s quoted delivery positions for Substitute Aircraft shall be considered preliminary and quoted STAP (Subject to
Available Position) until such time as the parties enter into a definitive agreement in accordance with paragraph 4. below. The
Substitute Aircraft will be subject to production, lead time and customer introduction constraints.


 


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		3.	Equal Deal Value.



 


***


 


		4.	Definitive Agreement.



 


Customer’s
substitution right and Boeing obligation in this Letter Agreement are further conditioned upon Customer and Boeing’s executing
a definitive agreement for the purchase of the Substitute Aircraft within *** of Customer’s substitution notice to Boeing
or of Customer’s acceptance of an alternate delivery month in accordance with paragraph 2. above.


 


		5.	Price and Advance
Payments.



 


5.1           The
Airframe Price, Optional Features Price and, if applicable, Engine Price will be adjusted to Boeing’s and the engine manufacturer’s
then-current prices for such elements as of the date of execution of the definitive purchase agreement for the Substitute Aircraft.
The escalation indices and methodology used to estimate the Advance Payment Base Price (APBP)
will be adjusted to Boeing’s and the engine manufacturer’s then-current provisions for such elements as of the date
of execution of the definitive purchase agreement for the Substitute Aircraft.


 


5.2           The
APBP for the total number of Substitute Aircraft will be higher than the APBP of the Table 2 Aircraft, and Customer will pay to
Boeing the amount of the difference in Advance Payments as of the date of execution of the definitive agreement for the Substitute
Aircraft.


 





		6.	Assignment.








 


Notwithstanding
any other provisions of the Purchase Agreement, the rights and obligations described in this Letter Agreement are provided to Customer
in consideration of Customer’s becoming the operator of the Aircraft and cannot be assigned in whole or, in part.


 





		7.	Confidential Treatment.














 


The
information contained herein represents confidential business information and has value precisely because it is not available generally
or to other parties. Customer will limit the disclosure of its contents to employees of Customer with a need to know the contents
for purposes of helping Customer perform its obligations under 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.


 


	CEA-PA-03746-LA-1207798	 	 
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    Cross Model Substitution	 	LA Page 2
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Very
truly yours,


 


	THE
    BOEING COMPANY 	 
	 	 	 
	By	/s/
                                                                                                           Rocky E. Weller



	 
	 	 
	Its
    	Attorney-In-Fact	 


 


	ACCEPTED
    AND AGREED TO this	 
	 	 
	Date:	 	 
	 	 	 





	CHINA
    EASTERN AIRLINES CORPORATION, LTD.	 
	 	 
	By		 
	 	 
	Its	 	 


 


	CHINA
    EASTERN AVIATION IMPORT & 

EXPORT CORPORATION	 
	 	 
	By		 
	 	 
	Its	 	 


 


	CEA-PA-03746-LA-1207798	 	 
	Aircraft
    Cross Model Substitution	 	LA Page
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	 	BOEING PROPRIETARY	 


 




    	 



    	 



    

 


		The Boeing Company
	P.O. Box 3707
	Seattle, WA 98124-2207
	 	 


 


CEA-PA-03746-LA-1107141


 


China
Eastern Airlines Corporation, Ltd.


2550
Hongqiao Road 


SHANGHAI
200335 


PEOPLE’S
REPUBLIC OF CHINA


 


		Subject:	Shareholder Approval



 





		Reference:	Purchase Agreement No. PA-03746
                                                                (Purchase Agreement) between The Boeing Company (Boeing)
                                                                and China Eastern Airlines Corporation, Ltd. (Customer)
                                                                relating to Model 777-300ER aircraft (Aircraft)














 


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


 


		1.	Listing Matters.



 


***


 


		2.	Shareholder Approval.



 


***


 


	CEA-PA-03746-LA-1107141	 	 
	Shareholder
    Approval	 	LA Page
    1
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Very
truly yours,


 


	THE BOEING COMPANY 	 
	 	 
	By	/s/ Rocky E. Weller



	 
	 	 
	Its 	Attorney-In-Fact	 


 


	ACCEPTED AND AGREED TO this	 
	 	 
	Date:	 	 
	 	 	 


 


	CHINA EASTERN AIRLINES CORPORATION, LTD.	 
	 	 
	By		 
	 	 
	Its 	 	 


 


	CHINA EASTERN AVIATION IMPORT & 

EXPORT CORPORATION	 
	 	 
	By		 
	 	 
	Its	 	 


 


	CEA-PA-03746-LA-1107141	 	 
	Shareholder
    Approval	 	LA Page
    2
	 	BOEING PROPRIETARY	 


 




    	 



    	 



    

 


		The Boeing Company
	P.O. Box 3707
	Seattle, WA 98124-2207
	 	 


 


CEA-PA-03746-LA-1107142


 


China
Eastern Airlines Corporation, Ltd.


2550
Hongqiao Road


SHANGHAI
200335


PEOPLE’S
REPUBLIC OF CHINA


 


		Subject:	Boeing Purchase of Buyer Furnished Equipment



 


		Reference:	Purchase Agreement No. PA-03746 (Purchase Agreement) between The Boeing Company (Boeing)
and China Eastern Airlines Corporation, Ltd. (Customer) relating to Model 777-300ER aircraft (Aircraft)



 


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


 


Customer
will sell to Boeing the Buyer Furnished Equipment (BFE) listed in the Annex to Exhibit A to this Letter Agreement under
the terms and conditions set forth below.


 


1.            Customer
will deliver to Boeing a bill of sale for the BFE conveying good title, free of any encumbrances, in the form of Exhibit A to this
Letter Agreement (BFE Bill of Sale) immediately prior to delivery of the Aircraft.


 


2.            The
BFE purchase price will be the amount stated on the BFE Bill of Sale applicable to the Aircraft and will be paid to Customer immediately
after receipt by Boeing of the Aircraft Price balance and Aircraft delivery, at which time Boeing will deliver a bill of sale for
the BFE to Customer at the time of payment in the form of Exhibit B to this Letter Agreement.


 


3.            Customer
will pay to Boeing the amount of any taxes, duties or other charges of whatever nature imposed by any United States, Federal, State
or local taxing authority, or any taxing authority outside the United States required to be paid by Boeing as a result of any sale,
purchase, use, ownership, delivery, transfer, storage or other activity associated with any of the BFE purchased as part of this
Letter Agreement.


 


4.            The
purchase price of the Aircraft will be increased by the amount paid by Boeing for the BFE as shown on the applicable BFE Bill
of Sale plus any amounts which are identified at the time of Aircraft delivery to be due to Boeing from Customer pursuant to the
provisions of paragraph 3, above. The remainder of any charges due Boeing from Customer pursuant to paragraph 3 will be payable
to Boeing upon demand.


 


5.            Customer
will indemnify and hold harmless Boeing from and against all claims, suits, actions, liabilities, damages, costs and expenses
for any actual or alleged infringement of any patent issued or equivalent right under the laws of any country arising out of or
in any way connected with any sale, purchase, use, ownership, delivery, transfer, storage or other activity associated with any
of the BFE purchased as part of this Letter Agreement.


 


	CEA-PA-03746-LA-1107142	 	 
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6.           Customer
will indemnify and hold harmless Boeing from and against all claims and liabilities, including costs and expenses (including attorneys’
fees) incident thereto or incident to successfully establishing the right to indemnification, for injury to or death of any person
or persons, including employees of Customer but not employees of Boeing, or for loss of or damage to any property, including any
aircraft, arising out of or in any way connected with the performance by Boeing of services or other obligations under this Letter
Agreement and whether or not arising in tort or occasioned in whole or in part by the negligence of Boeing.


 


7.           Boeing
makes no warranty other than warranty of such title to the BFE as has been transferred by Customer to Boeing pursuant to this Letter
Agreement. The exclusion of liabilities and other provisions of the AGTA are applicable to this Letter Agreement.


 


8.           For
the purposes of this Letter Agreement, the term “Boeing” includes The Boeing Company, its divisions, subsidiaries, affiliates,
the assignees of each, and their directors, officers, employees and agents.


 


	CEA-PA-03746-LA-1107142	 	 
	Boeing
    Purchase of BFE	 	LA
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Very Truly Yours,


 


	THE
    BOEING COMPANY	 
	 	 
	By	/s/ Rocky E. Weller	 
	 	 
	Its	Attorney-In-Fact	 


 


	ACCEPTED
    AND AGREED TO this	 
	 	 
	Date:	 	 
	 	 	 


 


	CHINA
    EASTERN AIRLINES CORPORATION, LTD.	 
	 	 
	By		 
	 	 
	Its	 	 


 


	CHINA
    EASTERN AVIATION IMPORT & EXPORT CORPORATION	 
	 	 
	By	 	 
	 	 
	Its	 	 


 


	CEA-PA-03746-LA-1107142	 	 
	Boeing
    Purchase of BFE	 	LA
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Exhibit
A


FULL
WARRANTY BILL OF SALE


 


China
Eastern Airlines Corporation, Ltd. (Seller) in consideration of the promise of
The Boeing Company (Buyer) to pay to Seller + U.S. Dollars ($+) hereby sells to
Buyer the goods described in the Schedule of Equipment attached hereto (BFE).
Such payment by Buyer will be made immediately after delivery to Seller of and payment for the Aircraft bearing Manufacturer’s
Serial No. + on which the BFE is installed.


 


Seller
warrants to Buyer that it has good title to the BFE free and clear of all liens, encumbrances and rights of others; and that it
will warrant and defend such title against all claims and demands whatsoever.


 


This
Full Warranty Bill of Sale is delivered by Seller to Buyer in Seattle, Washington, and governed by the law of the State of Washington,
U.S.A. EXCLUSIVE OF WASHINGTON’S CONFLICTS OF LAWS PRINCIPLES.


 


	China Eastern Airlines Corporation, Ltd.	 
	 	 
	By:	 	 
	 	 
	Date:	 	 


 


Receipt
of this Full Warranty Bill of Sale is hereby acknowledged by Buyer by its duly authorized representative.


 


	THE BOEING COMPANY	 
	 	 
	By:	 	 
	 	 	 


 


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SCHEDULE
OF EQUIPMENT (BFE)


Applicable
to


Model
777-300ER Aircraft bearing


Manufacturer’s
Serial No. <MSN> 


Document
PED 


Issued
+


Revision
of +


 


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    Purchase of BFE	 	LA Page
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Exhibit
B


BOEING
BILL OF SALE


 


The
Boeing Company (Seller) in consideration of the sum of $1.00 and other valuable
consideration hereby sells to China Eastern Airlines Corporation, Ltd. (Buyer)
the goods described in the Schedule of Equipment attached hereto (BFE).


 


Seller
represents and warrants that it has such title to the BFE as was previously transferred to Seller by Buyer and that it hereby conveys
such BFE and such title thereto to Buyer.


 


This
Boeing Bill of Sale is delivered by Seller to Buyer in Seattle, Washington, and governed by the law of the State of Washington,
U.S.A EXCLUSIVE OF WASHINGTON’S CONFLICTS OF LAWS PRINCIPLES.


 


	THE BOEING COMPANY	 
	 	 
	By:	 	 
	 	 	 


 


Receipt
of this Full Warranty Bill of Sale is hereby acknowledged by Buyer by its duly authorized representative.


 


	China Eastern Airlines Corporation, Ltd.	 
	 	 
	By:	 	 
	 	 
	Date:	 	 


 


	CEA-PA-03746-LA-1107142	 	 
	Boeing
    Purchase of BFE	 	LA
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SCHEDULE
OF EQUIPMENT (BFE)


Applicable
to


Model
777-300ER Aircraft bearing


Manufacturer’s
Serial No. <MSN> 


Document
PED


Issued
+


Revision
of +


 


	CEA-PA-03746-LA-1107142	 	 
	Boeing
    Purchase of BFE	 	LA
    Page 7
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		The Boeing Company
	P.O. Box 3707
	Seattle, WA 98124-2207
	 	 


 


CEA-PA-03746-LA-1107144


 


China
Eastern Airlines Corporation, Ltd.


2550
Hongqiao Road


SHANGHAI
200335


PEOPLE’S
REPUBLIC OF CHINA


 


		Subject:	Special Matters relating to COTS Software and End User License Agreements



 


		Reference:	Purchase Agreement No. PA-03746 (Purchase Agreement) between The Boeing Company (Boeing)
and China Eastern Airlines Corporation, Ltd. (Customer) relating to Model 777-300ER aircraft (Aircraft)



 


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


 


Recitals


 


1.           Certain
third party, commercial off-the-shelf software products are available to perform various functions required in the Aircraft (COTS
Software).


 


2.           The
industry practice with respect to COTS Software is to permit manufacturers to install the software in products for sale to customers.
The manufacturer is required to pass to the customer an End User License Agreement (EULA),
which covers the right to use the COTS Software. The EULA also requires each user of the product to further license the software
and pass the EULA to any user to whom he transfers the product.


 


3.           Because
of the described industry practice with respect to COTS Software, Boeing does not acquire title to COTS Software and cannot pass
title to COTS Software at the time of delivery of the Aircraft.


 


4.           Therefore,
the parties desire to amend certain provisions of the Purchase Agreement to properly reflect the respective rights and obligations
of the parties with respect to the COTS Software included in the Aircraft.


 


Agreement


 


1.           At
delivery of the Aircraft, Boeing will furnish to Customer copies of all EULA’s applicable to the Aircraft, and Customer agrees
to comply with all provisions of the applicable EULA’s.


 


2.           Notwithstanding
the provisions of Article 6.3 of the AGTA, at delivery of each Aircraft, Boeing will provide Customer a bill of sale conveying
good title, free of encumbrances except as provided in applicable EULA’s.


 


3.           In
connection with any sale or other transfer of the Aircraft, Customer agrees to comply with all provisions of the applicable EULA’s,
including without limitation the re-licensing of the software to Customer’s transferee and the flow down within such license
of the further requirement that Customer’s transferee comply with and flow to other transferees the obligations of the EULA.


 


	CEA-PA-03746-LA-1107144	 	 
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	Very truly yours,	 
	 	 
	THE BOEING COMPANY	 
	 	 
	By	/s/ Rocky E. Weller




	 
	 	 
	Its 	Attorney-In-Fact	 


 


	ACCEPTED AND AGREED TO this	 
	 	 
	Date:	 	 
	 	 	 


 


	CHINA EASTERN AIRLINES CORPORATION, LTD.	 
	 	 
	By		 
	 	 
	Its	 	 


 


	CHINA EASTERN AVIATION IMPORT & 

EXPORT CORPORATION	 
	 	 
	By		 
	 	 
	Its	 	 


 


	CEA-PA-03746-LA-1107144	 	 
	EULA
    Special Matters	 	LA
    Page 2
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		The Boeing Company
	P.O. Box 3707
	Seattle, WA 98124-2207
	 	 


 


CEA-PA-03746-LA-1107145


 


China
Eastern Airlines Corporation, Ltd.


2550
Hongqiao Road 


SHANGHAI
200335 


PEOPLE’S
REPUBLIC OF CHINA


 


		Subject:	Board Approval



 


		Reference:	Purchase
                                                                                                         Agreement No. PA-03746
                                                                                                         (Purchase Agreement)
                                                                                                         between The Boeing Company
                                                                                                         (Boeing)
                                                                                                         and China Eastern Airlines
                                                                                                         Corporation, Ltd. (Customer)
                                                                                                         relating to Model 777-300ER
                                                                                                         aircraft (Aircraft)



 


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


 


Board
Approval.


 


***


 


	CEA-PA-03746-LA-1107145	 	 
	Board
    Approval	 	LA
        Page 1

        

	 	BOEING PROPRIETARY	 


 




    	 



    	 



    

 





 


Very
truly yours,


 


	THE BOEING COMPANY	 
	 	 
	By	/s/ Rocky E. Weller




	 
	 	 
	Its 	Attorney-In-Fact	 


 


	ACCEPTED AND AGREED TO this	 
	 	 
	Date:	 	 


 


	CHINA EASTERN AIRLINES CORPORATION, LTD.	 
	 	 
	By		 
	 	 
	Its	 	 


 


	CHINA EASTERN AVIATION IMPORT & EXPORT CORPORATION	 
	 	 
	By		 
	 	 
	Its	 	 


 


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	Board
    Approval	 	LA Page
    2
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		The Boeing Company

P.O. Box 3707

Seattle, WA 98124-2207
	 	 


 


CEA-PA-03746-LA-1107146


 


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. PA-03746 (Purchase Agreement) between The Boeing Company (Boeing)
and China Eastern Airlines Corporation, Ltd. (Customer) relating to Model 777-300ER aircraft (Aircraft)



 


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


 


Definition of Terms:


 


Non-Excusable Delay:
Delay in delivery of any Aircraft beyond the last day of the delivery month (Scheduled Delivery) established in the Purchase
Agreement by any cause that is not an Excusable Delay pursuant to Article 7 of the AGTA and for which Customer is otherwise entitled
to a remedy from Boeing pursuant to applicable law.


 


		1.	Liquidated Damages.



 


***


 


		2.	Interest.



 


***


 


Such interest will
be calculated on a simple interest basis and paid in full at actual delivery.


 


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BOEING PROPRIETARY


 




    	 



    	 



    

 





 


		3.	Right of Termination.



 


Customer will not
have the right to refuse to accept delivery of any Aircraft because of a Non-Excusable Delay unless and until the aggregate duration
of the Non-Excusable Delay for such Aircraft exceeds *** (Non-Excusable Delay Period). After such Non-Excusable
Delay Period, either party may terminate the Purchase Agreement as to such Aircraft by written or telegraphic notice given to
the other.


 


		4.	Termination.



 


If the Purchase Agreement
is terminated with respect to any Aircraft for a Non- Excusable Delay, Boeing will, in addition to paying Liquidated Damages and
Interest as described above, promptly repay to Customer the entire principal amount of the advance payments received by Boeing
for such Aircraft.


 


		5.	Exclusive Remedies.



 


The Liquidated Damages
and Interest payable in accordance with paragraphs 1 and 2 of this Letter Agreement, and Customer’s right to terminate pursuant
to this Letter Agreement are Customer’s exclusive remedies for a Non-Excusable Delay and are in lieu of all other damages,
claims, and remedies of Customer arising at law or otherwise for any Non-Excusable Delay in the Aircraft delivery. Customer hereby
waives and renounces all other claims and remedies arising at law or otherwise for any such Non-Excusable Delay.


 


		6.	Assignment.



 


Notwithstanding any
other provisions of the Purchase Agreement, the rights and obligations described in this Letter Agreement are provided to Customer
in consideration of Customer’s becoming the operator of the Aircraft and cannot be assigned in whole or, in part.


 


		7.	Confidential Treatment.



 


The information contained
herein represents confidential business information and has value precisely because it is not available generally or to other parties.
Customer will limit the disclosure of its contents to employees of Customer with a need to know the contents for purposes of helping
Customer perform its obligations under 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.


 


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BOEING PROPRIETARY


 




    	 



    	 



    

 





 


	Very truly yours,	 
	 	 
	THE BOEING COMPANY	 
	 	 	 
	By	/s/ Rocky E. Weller	 
	 	 	 
	Its	Attorney-In-Fact	 
	 	 
	ACCEPTED AND AGREED TO this	 
	 	 
	Date:	 	 
	 	 
	CHINA EASTERN AIRLINES CORPORATION,

LTD.	 
	 	 	 
	By		 
	 	 	 
	Its	 	 
	 	 
	CHINA EASTERN AVIATION IMPORT &

EXPORT CORPORATION	 
	 	 	 
	By		 
	 	 	 
	Its	 	 


 


	CEA-PA-03746-LA-1107146	 
	Liquidated Damages Non-Excusable Delay	LA Page 3




BOEING PROPRIETARY


 




    	 



    	 



    

 


		The Boeing Company

P.O. Box 3707

Seattle, WA 98124-2207
	 	 


 


CEA-PA-03746-LA-1107147


 


China Eastern Airlines Corporation, Ltd.


2550 Hongqiao Road


SHANGHAI 200335


PEOPLE’S REPUBLIC OF CHINA


 


		Subject:	Loading of Customer Software



 


		Reference:	Purchase Agreement No. PA-03746 (Purchase Agreement) between The Boeing Company (Boeing)
and China Eastern Airlines Corporation, Ltd. (Customer) relating to Model 777-300ER aircraft (Aircraft)



 


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


 


1.         Customer
may request Boeing to install software owned by or licensed to Customer (Software) in the following systems in the
Aircraft: (i) aircraft communications addressing and reporting system (ACARS), (ii) digital flight data acquisition
unit (DFDAU), (iii) flight management system (FMS), (iv) cabin management system (CMS),
(v) engine indication and crew alerting system (EICAS), (vi) airplane information management system (AIMS),
(vii) satellite communications system (SATCOM), and (viii) In-Flight Entertainment (IFE).


 


2.         For
all Software described in paragraph 1, above, other than Software to be installed in SATCOM and IFE, the Software is not part of
the configuration of the Aircraft certified by the FAA and therefore cannot be installed prior to delivery. If requested by Customer,
Boeing will install such Software after the transfer to Customer of title to the Aircraft, but before fly away.


 


3.         The
SATCOM Software is part of the configuration of the Aircraft and included in the type design. If requested by Customer, Boeing
will install the SATCOM Software prior to transfer to Customer of title to the Aircraft.


 


4.         For
IFE Software, if requested by Customer, Boeing will make the Aircraft accessible to Customer and Customer’s IFE Software
supplier so that the supplier can install the Software after delivery of the Aircraft, but before fly away.


 


5.         All
Software which is installed by Boeing other than the SATCOM Software will be subject to the following conditions:


 


		(i)	Customer and Boeing agree that the Software is BFE for the purposes of Articles 3.1.3, 3.2, 3.4,
3.5, 3.10, 10 and 11 of Exhibit A, Buyer Furnished Equipment Provisions Document, to the AGTA and such articles apply to the installation
of the Software.



 


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BOEING PROPRIETARY


 




    	 



    	 



    

 





 


		(ii)	Customer and Boeing further agree that the installation of the Software is a service under Exhibit
B, Customer Support Document, to the AGTA.



 


		(iii)	Boeing makes no warranty as to the performance of such installation and Article 11 of Part 2 of
Exhibit C of the AGTA, Disclaimer and Release; Exclusion of Liabilities and Article 8.2, Insurance of the AGTA apply to the installation
of the Software.



 


	CEA-PA-03746-LA-1107147	 
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BOEING PROPRIETARY


 




    	 



    	 



    

 





 


	Very truly yours,	 
	 	 
	THE BOEING COMPANY	 
	 	 	 
	By	/s/ Rocky E. Weller	 
	 	 	 
	Its	Attorney-In-Fact	 
	 	 
	ACCEPTED AND AGREED TO this	 
	 	 
	Date:	 	 
	 	 
	CHINA EASTERN AIRLINES CORPORATION,

LTD.	 
	 	 	 
	By		 
	 	 	 
	Its	 	 
	 	 
	CHINA EASTERN AVIATION IMPORT &

EXPORT CORPORATION	 
	 	 	 
	By		 
	 	 	 
	Its	 	 


 


	CEA-PA-03746-LA-1107147	 
	Loading of Customer Software	LA Page 3




BOEING PROPRIETARY


 




    	 



    	 



    

 


		The Boeing Company

P.O. Box 3707

Seattle, WA 98124-2207
	 	 


 


CEA-PA-03746-LA-1107148


 


China Eastern Airlines Corporation, Ltd.


2550 Hongqiao Road


SHANGHAI 200335


PEOPLE’S REPUBLIC OF CHINA


 


		Subject:	Open Configuration Matters



 


		Reference:	Purchase Agreement No. PA-03746
                                                                (Purchase Agreement) between The Boeing Company
                                                                (Boeing) and China Eastern Airlines Corporation,
                                                                Ltd. (Customer) relating to Model 777-300ER aircraft
                                                                (Aircraft)



 


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


 


1.            Aircraft
Configuration.


 


1.1        Initial
Configuration. The initial configuration of Customer’s Model 777-300ER Aircraft has been defined by Boeing
Model 777-300ER Detail Specification D019W005 Rev H dated August 31, 2011 as described in Article 1 and Exhibit A of the Purchase
Agreement. Final configuration of the Aircraft will be completed as described in this Letter Agreement.


 


1.2        Final
Configuration Schedule. Customer and Boeing hereby agree to complete the configuration of the Aircraft using
the then-current Boeing configuration documentation (Final Configuration) in accordance with the following schedule:


 


1.2.1        No
later than *** prior to the first Aircraft’s scheduled delivery month, Boeing and Customer will discuss potential optional
features.


 


1.2.2        Within ***
after that meeting, Boeing will provide Customer with a proposal for those optional features that can be incorporated
into the Aircraft during production.


 


1.2.3        Customer
will then have *** to accept or reject the optional features.


 


2.            Amendment
of the Purchase Agreement. Within *** following Final Configuration, Boeing and Customer will execute a
written amendment to the Purchase Agreement which will reflect the following:


 


2.1        Changes
applicable to the basic Model 777-300ER aircraft which are developed by Boeing between the date of signing of the Purchase Agreement
and date of Final Configuration.


 


	CEA-PA-03746-LA-1107148	 
	Open Configuration Matters	LA Page 1




BOEING PROPRIETARY


 




    	 



    	 



    

 





 


2.2        Incorporation
into Exhibit A of the Purchase Agreement, by written amendment, those optional features which have been agreed to by Customer
and Boeing pursuant to Article 1.2 above (Customer Configuration Changes);


 


2.3        Revisions
to the Performance Guarantees to reflect the effects, if any, on Aircraft performance resulting from the incorporation of the Customer
Configuration Changes;


 


2.4        Changes
to the Optional Features Prices, Aircraft Basic Price and Advance Payment Base Price of the Aircraft to adjust for the difference,
if any, between the prices estimated in Table 1 and Table 2 of the Purchase Agreement for optional features reflected in the Aircraft
Basic Price and the actual prices of the optional features reflected in the Customer Configuration Changes; and


 


2.5        Changes
to the Advance Payment Base Price of the Aircraft to adjust for the difference between the estimated amount included in Table
1 and Table 2 of the Purchase Agreement for Seller Purchased Equipment (SPE) and the price of the SPE reflected in the
Customer Configuration Changes.


 


3.            Other
Letter Agreements.


 


Boeing and Customer
acknowledge that as the definition of the Aircraft progresses, there may be a need to execute letter agreements addressing one
or more of the following subjects:


 


3.1        Software.
Additional provisions relating to software.


 


3.2        Seller
Purchased Equipment (SPE) and/or Buyer Furnished Equipment (BFE). Provisions relating to the terms under which
Boeing may offer or install SPE and/or BFE in the Aircraft.


 


	CEA-PA-03746-LA-1107148	 
	Open Configuration Matters	LA Page 2




BOEING PROPRIETARY


 




    	 



    	 



    

 





 


	Very truly yours,	 
	 	 
	THE BOEING COMPANY	 
	 	 	 
	By	 /s/ Rocky E. Weller	 
	 	 	 
	Its	Attorney-In-Fact	 
	 	 
	ACCEPTED AND AGREED TO this	 



 


	Date:	 	 	 



 


	CHINA EASTERN AIRLINES CORPORATION,

LTD.	 
	 	 	 
	By		 
	 	 	 
	Its	 	 
	 	 
	CHINA EASTERN AVIATION IMPORT &

EXPORT CORPORATION	 
	 	 	 
	By		 
	 	 	 
	Its	 	 


 


	CEA-PA-03746-LA-1107148	 
	Open Configuration Matters	LA Page 3




BOEING PROPRIETARY


 




    	 



    	 



    

 


		The Boeing Company

P.O. Box 3707

Seattle, WA 98124-2207
	 	 


 


CEA-PA-03746-LA-1107149


 


China Eastern Airlines Corporation, Ltd.


2550 Hongqiao Road


SHANGHAI 200335


PEOPLE’S REPUBLIC OF CHINA


 


		Subject:	Aircraft Performance Guarantees



 


		Reference:	Purchase Agreement No. PA-03746 (Purchase Agreement) between The Boeing Company (Boeing)
and China Eastern Airlines Corporation, Ltd. (Customer) relating to Model 777-300ER aircraft (Aircraft)



 


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


 


Boeing agrees to provide
Customer with the performance guarantees in the Attachment. These guarantees are exclusive and expire upon delivery of the Aircraft
to Customer. Customer agrees to limit the remedy for non-compliance of any performance guarantee to the terms in Letter Agreement
No. CEA-PA-03746-LA-1107146.


 


		1.	Assignment.



 


Notwithstanding any
other provisions of the Purchase Agreement, the rights and obligations described in this Letter Agreement are provided to Customer
in consideration of Customer’s becoming the operator of the Aircraft and cannot be assigned in whole or, in part.


 


		2.	Confidential Treatment.



 


The information contained
herein represents confidential business information and has value precisely because it is not available generally or to other parties.
Customer will limit the disclosure of its contents to employees of Customer with a need to know the contents for purposes of helping
Customer perform its obligations under 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.


 


	CEA-PA-03746-LA-1107149	 
	Performance Guarantees	LA Page 1




BOEING PROPRIETARY


 






    	 



    	 



    

 



 


 


 


	Very truly yours,	 
	 	 	 
	THE BOEING COMPANY	 
	 	 	 
	By	/s/ Rocky E. Weller	 
	 	 	 
	Its 	Attorney-In-Fact	 
	 	 	 
	ACCEPTED AND AGREED TO this	 
	 	 	 
	Date:	 	 
	 	 	 
	CHINA EASTERN AIRLINES CORPORATION,	 
	LTD.	 	 
	 	 	 
	By		 
	 	 	 
	Its 	 	 
	 	 	 
	CHINA EASTERN AVIATION IMPORT &	 
	EXPORT CORPORATION	 
	 	 	 
	By		 
	 	 	 
	Its	 	 


  


	CEA-PA-03746-LA-1107149	 	 
	Performance
    Guarantees		LA
    Page 2


BOEING PROPRIETARY


 




    	 



    	 



    

 


Attachment
to Letter Agreement


No.
CEA-PA-03746-LA-1107149


GE90-115BL
Engines


Page
1


 


MODEL
777-300ER PERFORMANCE GUARANTEES


 


FOR
CHINA EASTERN AIRLINES CORPORATION, LTD.


 


	SECTION	CONTENTS
	 	 
	1	AIRCRAFT MODEL APPLICABILITY
	 	 
	2	FLIGHT PERFORMANCE
	 	 
	3	MANUFACTURER’S EMPTY WEIGHT
	 	 
	4	AIRCRAFT CONFIGURATION
	 	 
	5	GUARANTEE CONDITIONS
	 	 
	6	GUARANTEE COMPLIANCE
	 	 
	7	EXCLUSIVE GUARANTEES





 





	P.A.
    No. PA-3746	 	 
	AERO-B-BBA4-M12-0206A		SS
    12-0114


BOEING PROPRIETARY


 




    	 



    	 



    

 


Attachment
to Letter Agreement


No.
CEA-PA-03746-LA-1107149


GE90-115BL
Engines


Page
2


 


		1	AIRCRAFT
                                                                                                 MODEL APPLICABILITY



 


The
guarantees contained in this Attachment (the “Performance Guarantees”) are applicable to the 777-300ER Aircraft
with a maximum takeoff weight of 775,000 pounds, a maximum landing weight of 554,000 pounds, and a maximum zero
fuel weight of 524,000 pounds, and
equipped with Boeing furnished GE90-115BL engines.


 


		2	FLIGHT
                                                                          PERFORMANCE



 


		2.1	Takeoff



 


The
FAA approved takeoff field length at a gross weight at the start of the ground roll of 775,000 pounds, at a temperature of 86°F,
at a sea level altitude, and using maximum takeoff thrust, shall not be more than the following guarantee value: 


 


	GUARANTEE:	10,600  Feet


 


		2.2	Landing



 


The
FAA approved landing field length at a gross weight of 554,000 pounds and at a sea level altitude, shall not be more than the following
guarantee value:


 


	GUARANTEE:	5,850  Feet


 


		2.3	Mission



 


		2.3.1	Mission
                                                                              Payload



 


The
payload for a stage length of 6,725 nautical miles in still air (equivalent to a distance of 6,600 nautical miles with a 9 knot
headwind, representative of a Shanghai to New York route) using the conditions and operating rules defined below, shall not be
less than the following guarantee value:


 


	NOMINAL:	102,670	  Pounds
	TOLERANCE:	-5,600	  Pounds
	GUARANTEE:	97,070	  Pounds


  


Conditions
and operating rules:


 


	P.A.
    No. PA-3746	 	 
	AERO-B-BBA4-M12-0206A		SS12-0114


BOEING PROPRIETARY


 




    	 



    	 



    

 


Attachment
to Letter Agreement


No.
CEA-PA-03746-LA-1107149


GE90-115BL
Engines


Page
3


 


		Stage

 Length:	The stage length is defined as the sum
of the distances for the climbout maneuver, climb, cruise, and descent.



 


		Fuel Density:	The fuel density is 6.5 pounds per gallon.



 


		Takeoff:	The airport altitude is 10 feet.



 


The
takeoff gross weight is not limited by the airport conditions.


 


Maximum
takeoff thrust is used for the takeoff.


 


The
takeoff gross weight shall conform to FAA Regulations.


 


		Climbout

Maneuver:	Following the takeoff to 35 feet, the Aircraft accelerates
to the recommended speed of 262 KCAS while climbing to 1,500 feet above the departure airport altitude and retracting flaps and
landing gear.



 


		Climb:	The Aircraft climbs from 1,500 feet above the departure
airport altitude to 10,000 feet altitude at the recommended speed of 262 KCAS.



 


The
Aircraft then accelerates at a rate of climb of 300 feet per minute to a climb speed of 320 KCAS.


 


The
climb continues at 320 KCAS until 0.8223 Mach number is reached.


 


The
climb continues at 0.8223 Mach number to the initial cruise altitude.


 


The
temperature is ISA+5°C during climb.


 


Maximum
climb thrust is used during climb.


 


		Cruise:	The Aircraft cruises at 0.84 Mach number.



 


The
initial cruise altitude is 29,000 feet.


  


	P.A.
    No. PA-3746	 	 
	AERO-B-BBA4-M12-0206A		SS12-0114





BOEING PROPRIETARY


 




    	 



    	 



    

 


Attachment
to Letter Agreement


No.
CEA-PA-03746-LA-1107149


GE90-115BL
Engines


Page
4


 


A
step climb or multiple step climbs of 2,000 feet altitude may be used when beneficial to minimize fuel burn.


 


The
temperature is ISA+5°C during cruise.


 


The
cruise thrust is not to exceed maximum cruise thrust except during a step climb when maximum climb thrust may be used.


 


		Descent:	The Aircraft descends from the final cruise altitude
at 0.84 Mach number until 250 KCAS is reached.



 


The
descent continues at 250 KCAS to an altitude of 1,500 feet above the destination airport altitude.


 


Throughout
the descent, the cabin pressure will be controlled to a maximum rate of descent equivalent to 300 feet per minute at sea level.


 


The
temperature is ISA+5°C during descent.


 


		Approach Hold	The Aircraft holds for 9 minutes at the recommended
holding speed at 1,500 feet above the destination airport altitude.



 


The
temperature is ISA+5°C during hold.


 


	 	Approach

and Landing

Maneuver:	The Aircraft decelerates to the final approach speed while extending landing gear and flaps, then descends and lands.



 


The
destination airport altitude is 13 feet.


 


		Fixed Allowances:	For the purpose of this guarantee and
for the purpose of establishing compliance with this guarantee, the following shall be used as fixed quantities and allowances:



 


Operational
Empty Weight, OEW (Paragraph 2.6.3): 391,873 Pounds


  


	P.A.
    No. PA-3746	 	 
	AERO-B-BBA4-M12-0206A		SS12-0114


BOEING
PROPRIETARY 





 




    	 



    	 



    

 


Attachment
to Letter Agreement


No.
CEA-PA-03746-LA-1107149


GE90-115BL
Engines


Page
5


 





Taxi
Out: 





	Fuel	1,400 Pounds







 





Takeoff
and Climbout Maneuver: 





	Fuel	2,370 Pounds
	Distance	    5.1 Nautical Miles







 





Approach
Hold 





	Fuel	2,020 Pounds







 





Approach
and Landing Maneuver: 





	Fuel	   540 Pounds




 





Taxi
In (shall be consumed from the reserve fuel): 





	Fuel	1,050 Pounds







 


Usable
reserve fuel remaining upon completion of the approach and landing maneuver: 21,420 Pounds


 


For
information purposes, the reserve fuel is based on a standard day temperature and a) a contingency fuel allowance equivalent to
10 percent of the trip time required to fly from a redispatch point 5,411 nautical miles from the airport of origin (based on a
Winnipeg initial destination) to the final destination airport, starting at the end of the mission cruise and at a constant 0.84
Mach number, b) a missed approach and flight to a 200 nautical mile alternate, c) an approach and landing maneuver at the alternate
airport, and d) a 30 minute hold at 1,500 feet above the alternate airport at sea level.


 





	P.A.
    No. PA-3746	 	 
	AERO-B-BBA4-M12-0206A		SS12-0114


BOEING PROPRIETARY


 




    	 



    	 



    

 


Attachment
to Letter Agreement


No.
CEA-PA-03746-LA-1107149


GE90-115BL
Engines


Page
6


 


		2.3.2	MissionBlockFuel



 


The
block fuel for a stage length of 6,725 nautical miles in still air (equivalent to a distance of 6,600 nautical miles with a 9 knot
headwind, representative of a Shanghai to New York route) with a 97,070 pound payload using the conditions and operating rules
defined below, shall not be more than the following guarantee value:


 





	NOMINAL:	258,810	  Pounds
	TOLERANCE:	+6,450	  Pounds
	GUARANTEE:	265,260	  Pounds







 


Conditions
and operating rules are the same as Paragraph 2.3.1 except as follows:


 


		Block Fuel:	The block fuel is
defined as the sum of the fuel used for taxi-out, takeoff and climbout maneuver, climb, cruise, descent, approach hold, approach
and landing maneuver, and taxi-in.



 


		Fixed Allowances:	For the purpose
of this guarantee and for the purpose of establishing compliance with this guarantee, the following shall be used as fixed quantities
and allowances:



 


Operational
Empty Weight, OEW

 (Paragraph 2.3.6): 391,900 Pounds


 





Taxi
Out:






	Fuel	1,400
    Pounds







 


Takeoff
and Climbout Maneuver:








	Fuel	2,330
    Pounds
	Distance	  5. Nautical
    Miles







 


Approach
Hold 





	Fuel	2,000
    Pounds




 


Approach
and Landing Maneuver: 





	Fuel	   540
    Pounds







  





	P.A.
    No. PA-3746	 	 
	AERO-B-BBA4-M12-0206A		SS12-0114


 BOEING PROPRIETARY


 




    	 



    	 



    

 


Attachment
to Letter Agreement


No.
CEA-PA-03746-LA-1107149


GE90-115BL
Engines


Page
7


 


Taxi
In (shall be consumed from the reserve fuel):  





	Fuel	1,050 Pounds







 


Usable
reserve fuel remaining upon completion of the approach and landing maneuver: 21,240 Pounds


 


		2.3.3	Mission
                                                                              Payload



 


The
payload for a stage length of 7,058 nautical miles in still air (equivalent to a distance of 6,599 nautical miles with a 32 knot
headwind, representative of a New York to Shanghai route) using the conditions and operating rules defined below, shall not be
less than the following guarantee value:


 


	NOMINAL:	93,860	Pounds
	TOLERANCE:	-5,720	Pounds
	GUARANTEE:	88,140	Pounds


  


Conditions
and operating rules:


 


		Stage

Length:	The stage length
is defined as the sum of the distances for the climbout maneuver, climb, cruise, and descent.



 


		Fuel Density:	The fuel density
is 6.7 pounds per gallon.



 


		Take off:	The airport altitude
is 13 feet.



 


The
takeoff gross weight is not limited by the airport conditions.


 


Maximum
takeoff thrust is used for the takeoff.


 


The
takeoff gross weight shall conform to FAA Regulations.


 


		Climbout

Maneuver:	Following the takeoff
to 35 feet, the Aircraft accelerates to 262 KCAS while climbing to 1,500 feet above the departure airport altitude and retracting
flaps and landing gear.



 





	P.A.
    No. PA-3746	 	 
	AERO-B-BBA4-M12-0206A		SS12-0114


 BOEING PROPRIETARY


 




    	 



    	 



    

 


Attachment
to Letter Agreement


No.
CEA-PA-03746-LA-1107149


GE90-115BL
Engines


Page
8


 


		Climb:	The  Aircraft climbs from  1,500 feet above the
                                                                                                                            departure airport altitude to 10,000 feet altitude at 262 KCAS.



 


The
Aircraft then accelerates at a rate of climb of 300 feet per minute to a climb speed of 320 KCAS.


 


The
climb continues at 320 KCAS until 0.8384 Mach number is reached.


 


The
climb continues at 0.8384 Mach number to the initial cruise altitude.


 


The
temperature is ISA+5°C during climb.


 


Maximum
climb thrust is used during climb.


 


		Cruise:	The Aircraft cruises
at 0.84 Mach number.



 


The
initial cruise altitude is 30,000 feet.


 


A
step climb or multiple step climbs of 2,000 feet altitude may be used when beneficial to minimize fuel burn.


 


The
temperature is ISA+5°C during cruise.


 


The
cruise thrust is not to exceed maximum cruise thrust except during a step climb when maximum climb thrust may be used.


 


		Descent:	The Aircraft descends
from the final cruise altitude at 0.84 Mach number until 250 KCAS is reached.



 


The
descent continues at 250 KCAS to an altitude of 1,500 feet above the destination airport altitude.


 


Throughout
the descent, the cabin pressure will be controlled to a maximum rate of descent equivalent to 300 feet per minute at sea level.


 


The
temperature is ISA+5°C during descent.


 





	P.A.
    No. PA-3746	 	 
	AERO-B-BBA4-M12-0206A		SS12-0114


 BOEING PROPRIETARY


 




    	 



    	 



    

 


Attachment
to Letter Agreement


No.
CEA-PA-03746-LA-1107149


GE90-115BL
Engines


Page
9


 


		Approach Hold	The Aircraft holds
for 9 minutes at the recommended holding speed at 1,500 feet above the destination airport altitude.



 


The
temperature is ISA+5°C during hold.


 


		Approach

and Landing

Maneuver:	The Aircraft decelerates
to the final approach speed while extending landing gear and flaps, then descends and lands.



 


The
destination airport altitude is 10 feet.


 


		Fixed

Allowances:	For the purpose
of this guarantee and for the purpose of establishing compliance with this guarantee, the following shall be used as fixed quantities
and allowances:



 


Operational
Empty Weight, OEW (Paragraph 2.6.3): 391,873
Pounds


 





Taxi
Out:









	Fuel	1,400 
    Pounds




 


Takeoff and Climbout Maneuver:








	Fuel	2,370 
    Pounds
	Distance	    5.1  Nautical Miles




 


Approach Hold








	Fuel	1,990  Pounds




 





Approach
and Landing Maneuver:









	Fuel	    540 Pounds




  





Taxi
In (shall be consumed from the reserve fuel):









	Fuel	1,050  Pounds




 


Usable
reserve fuel remaining upon completion of the approach and landing maneuver: 20,020 Pounds


 





	P.A.
    No. PA-3746	 	 
	AERO-B-BBA4-M12-0206A		SS12-0114


 BOEING PROPRIETARY


 




    	 



    	 



    

 








 


Attachment
to Letter Agreement 


No.
CEA-PA-03746-LA-1107149 


GE90-115BL
Engines 


Page
10


 


For information purposes, the reserve fuel is based on a standard day temperature and a) a contingency
fuel allowance equivalent to 10 percent of the trip time required to fly from a redispatch point 6,369 nautical miles from the
airport of origin (based on a Shenyang initial destination) to the final destination airport, starting at the end of the mission
cruise at a constant 0.84 Mach number, b) a missed approach and flight to a 200 nautical mile alternate, c) an approach and landing
maneuver at the alternate airport, and d) a 30 minute hold at 1,500 feet above the alternate airport at sea level.








 


		2.3.4	Mission
                                                                                                         Block Fuel



 


The
block fuel for a stage length of 7,058 nautical miles in still air (equivalent to a distance of 6,599 nautical miles with a 32
knot headwind, representative of a New York to Shanghai route) with a 88,148 pound payload using the conditions and operating
rules defined below, shall not be more than the following guarantee value:


 


	NOMINAL:	 	268,830	 	Pounds
	TOLERANCE:	 	+6,790	 	Pounds
	GUARANTEE:	 	275,620	 	Pounds





 


		Conditions	and operating rules
are the same as Paragraph 2.3.3 except as follows:



 


		Block Fuel:	The
block fuel is defined as the sum of the fuel used for taxi-out, takeoff and climbout maneuver, climb, cruise, descent, approach
hold, approach and landing maneuver, and taxi- in.



 


		Fixed Allowances:	For
the purpose of this guarantee and for the purpose of establishing compliance with this guarantee, the following shall be used
as fixed quantities and allowances:



 


Operational
Empty Weight, OEW 

(Paragraph 2.3.6): 391,900 Pounds


 


	P.A.
    No. PA-3746	 	 
	AERO-B-BBA4-M12-0206A	 	SS12-0114
	 	BOEING PROPRIETARY	 





 




    	 



    	 



    

 


Attachment
to Letter Agreement


No.
CEA-PA-03746-LA-1107149


GE90-115BL
Engines


Page
11


 


	Taxi Out:	 
	Fuel	1,400 Pounds
	 	 
	Takeoff and Climbout Maneuver:
	Fuel	2,320 Pounds
	Distance	4.9 Nautical Miles
	 	 
	Approach Hold
	Fuel	1,970 Pounds
	 	 
	Approach and Landing Maneuver:
	Fuel	   540 Pounds
	 	 
	Taxi In
    (shall be consumed from the reserve fuel):
	Fuel	1,050 Pounds





 


Usable
reserve fuel remaining upon completion of the approach and landing maneuver: 19,870 Pounds


 


		2.3.5	Operational
                                                                                  Empty Weight Basis



 


The
Operational Empty Weight (OEW) derived in Paragraph 2.3.6 is the basis for the mission guarantees of Paragraphs 2.3.1, 2.3.2, 2.3.3,
and 2.3.4.


 





	P.A.
    No. PA-3746	 	 
	AERO-B-BBA4-M12-0206A	 	SS12-0114
	 	BOEING
    PROPRIETARY	 





 







    	 



    	 



    

 


Attachment
to Letter Agreement 


No.
CEA-PA-03746-LA-1107149 


GE90-115BL
Engines 


Page
12


 


	2.3.6   777-300ER Weight Summary - China Eastern




 





	 	 	Pounds	 
	Standard Model Specification MEW	 	 	337,200	 
	Configuration Specification D019W005, Rev. H,	 	 	 	 
	Dated August 31, 2011	 	 	 	 
	 	 	 	 	 
	365 (22 FC / 70 BC / 273 TC) Interior	 	 	 	 
	GE90-115B Engines	 	 	 	 
	702000 Lb. Maximum Taxi Weight	 	 	 	 
	47890 USG Fuel Capacity	 	 	 	 
	 	 	 	 	 
	Changes for China Eastern:	 	 	 	 
	Interior Change to 318 Passengers (4 FC / 56 CC / 258 YC ) *	 	 	12,907	 
	Ref: LOPA-B7713174B	 	 	 	 
	Selected MTW: 777000
    1b	 	 	0	 
	Engine Thrust Rating: GE90-115B	 	 	0	 
	In-Flight Entertainment System (Non-Seat Mounted Equipt only)	 	 	1,000	 
	In-Flight Overheat Pilot Rest (2 Berths and 2 Seats)	 	 	1,500	 
	In-Flight Overhead Attendant Rest (8 berths)	 	 	2,460	 
	Large Aft Cargo Door	 	 	955	 
	Additional Customer Options Allowance	 	 	1,700	 
	 	 	 	 	 
	China Eastern Manufacturer’s
    Empty Weight (MEW)	 	 	357,722	 
	Standard and Operational Items Allowance	 	 	34,151	 
	(Paragraph 2.4.4)	 	 	 	 
	 	 	 	 	 
	China Eastern Operational
    Empty Weight (OEW)	 	 	391,873	 


















	 	 	Quantity	 	 	Pounds	 	 	Pounds	 	 	 	 
	* Seat Weight Included:	 	 	 	 	 	 	 	 	 	 	26,617	 	 	 		 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 		 
	First Class Singles	 	 	4	 	 	 	1,840	 	 	 		 	 	 		 
	Business Class Singles	 	 	56	 	 	 	12,320	 	 	 		 	 	 		 
	Business Class Monuments	 	 	6	 	 	 	720	 	 	 		 	 	 		 
	Economy Class Doubles	 	 	9	 	 	 	873	 	 	 		 	 	 		 
	Economy Class Triples	 	 	44	 	 	 	5,896	 	 	 		 	 	 		 
	Economy Class Quads	 	 	27	 	 	 	4,968	 	 	 		 	 	 		 








 





	P.A.
    No. PA-3746	 	 
	AERO-B-BBA4-M12-0206A	 	SS12-0114
	 	BOEING
    PROPRIETARY	 





 







    	 



    	 



    

 


Attachment
to Letter Agreement 


No.
CEA-PA-03746-LA-1107149 


GE90-115BL
Engines 


Page
13





 





	2.3.7  Standard and Operational Items Allowance







 





	 	 	Qty	 	 	Pounds	 	 	Pounds	 	 	Pounds
	Standard Items Allowance	 	 	 	 	 	 	 	 	 	 	 	 	 	8,179
	Unusable Fuel	 	 	 	 	 	 	 	 	 	 	344	 	 	
	Oil	 	 	 	 	 	 	 	 	 	 	161	 	 	
	Oxygen Equipment	 	 	 	 	 	 	 	 	 	 	91	 	 	
	Passenger Portable	 	 	13	 	 	 	91	 	 	 	 	 	 	
	Miscellaneous Equipment	 	 	 	 	 	 	 	 	 	 	74	 	 	
	First Aid Kits	 	 	4	 	 	 	12	 	 	 	 	 	 	
	Crash Axe	 	 	1	 	 	 	3	 	 	 	 	 	 	
	Megaphones	 	 	2	 	 	 	7	 	 	 	 	 	 	
	Flashlights	 	 	14	 	 	 	20	 	 	 	 	 	 	
	Smoke Goggles	 	 	4	 	 	 	1	 	 	 	 	 	 	
	Smoke Hoods	 	 	6	 	 	 	30	 	 	 	 	 	 	
	Fire Gloves	 	 	1	 	 	 	1	 	 	 	 	 	 	
	Galley Structure & Fixed Inserts	 	 	 	 	 	 	 	 	 	 	7,509	 	 	
	Operational Items Allowance	 	 	 	 	 	 	 	 	 	 	 	 	 	25,972
	Crew and Crew Baggage	 	 	 	 	 	 	 	 	 	 	2,750	 	 	
	Flight Crew	 	 	2	 	 	 	340	 	 	 	 	 	 	
	Cabin Crew	 	 	14	 	 	 	1,960	 	 	 	 	 	 	
	Baggage	 	 	16	 	 	 	400	 	 	 	 	 	 	
	Flight Crew Briefcase	 	 	2	 	 	 	50	 	 	 	 	 	 	
	Catering Allowance: 2.5 Meal Service	 	 	 	 	 	 	 	 	 	 	10,856	 	 	
	First Class	 	 	4	 	 	 	552	 	 	 	 	 	 	
	Business Class	 	 	56	 	 	 	3,080	 	 	 	 	 	 	
	Economy Class	 	 	258	 	 	 	7,224	 	 	 	 	 	 	
	Passenger Service Equipment ( 318 @ 3 lb. ea.)	 	 	 	 	 	 	 	 	 	 	954	 	 	
	Potable Water - (296 USG)	 	 	 	 	 	 	 	 	 	 	2,477	 	 	
	Waste Tank Disinfectant	 	 	 	 	 	 	 	 	 	 	3	 	 	
	Emergency Equipment (Incl. Overwater Equip.)	 	 	 	 	 	 	 	 	 	 	2,612	 	 	
	Slide Rafts	 	 	10	 	 	 	2,166	 	 	 	 	 	 	
	Life Vests	 	 	336	 	 	 	439	 	 	 	 	 	 	
	Locator Transmitter	 	 	2	 	 	 	7	 	 	 	 	 	 	
	Cargo System	 	 	 	 	 	 	 	 	 	 	6,320	 	 	
	Pallets	 	 	8	 	 	 	2,320	 	 	 	 	 	 	
	Containers	 	 	20	 	 	 	4,000	 	 	 	 	 	 	
	Total Standard and Operational Items Allowance	 	 	 	 	 	 	 	 	 	 	 	 	 	34,151








 





	P.A.
    No. PA-3746	 	 
	AERO-B-BBA4-M12-0206A	 	SS12-0114
	 	BOEING
    PROPRIETARY	 





 




    	 



    	 



    

 


Attachment
to Letter Agreement


No.
CEA-PA-03746-LA-1107149


GE90-115BL
Engines


Page
14


 


		3	MANUFACTURER’S
                                                          EMPTY WEIGHT



 


The
Manufacturer’s Empty Weight (MEW) is guaranteed not to exceed the value in Section 03-60-00 of Detail Specification TBD, plus
one percent.


 


		4	AIRCRAFT
                                                          CONFIGURATION



 


	4.1	The
                                                         guarantees contained in this Attachment are based on the Aircraft configuration
                                                         as defined in the original release of Detail Specification TBD (hereinafter
                                                         referred to as the Detail Specification). Appropriate adjustment shall
                                                         be made for changes in such Detail Specification approved by the Customer
                                                         and Boeing or otherwise allowed by the Purchase Agreement which cause
                                                         changes to the flight performance and/or weight and balance of the Aircraft.
                                                         Such adjustment shall be accounted for by Boeing in its evidence of compliance
                                                         with the guarantees.



 


		4.2	The
                                                                                                     guarantee payloads of Paragraph
                                                                                                     2.3.1 and 2.3.3 and the specified
                                                                                                     payloads of Paragraph 2.3.2
                                                                                                     and 2.3.4 block fuel guarantees
                                                                                                     will be adjusted by Boeing
                                                                                                     for the effect of the following
                                                                                                     on OEW and the Manufacturer’s
                                                                                                     Empty Weight guarantee of
                                                                                                     Section 3 will be adjusted
                                                                                                     by Boeing for the following
                                                                                                     in its evidence of compliance
                                                                                                     with the guarantees:



 


(1)    Changes
to the Detail Specification or any other changes mutually agreed upon between the Customer and Boeing or otherwise allowed by the
Purchase Agreement.


 


(2)    The
difference between the component weight allowances given in Appendix IV of the Detail Specification and the actual weights.


 


		5	GUARANTEE
                                                          CONDITIONS



 


		5.1	All guaranteed performance data are
based on the International Standard Atmosphere (ISA) and specified variations therefrom; altitudes are pressure altitudes.



 


		5.2	The Federal Aviation Administration
(FAA) regulations referred to in this Attachment are, unless otherwise specified, the 777-300ER Certification Basis regulations
specified in the Type Certificate Data Sheet T00001SE, dated March 16, 2004.



 





	P.A.
    No. PA-3746	 	 
	AERO-B-BBA4-M12-0206A	 	SS12-0114
	 	BOEING
    PROPRIETARY	 





 




    	 



    	 



    

 


Attachment
to Letter Agreement


No.
CEA-PA-03746-LA-1107149


GE90-115BL
Engines


Page
15


 


		5.3	In the event a change is made to any law,
governmental regulation or requirement, or in the interpretation of any such law, governmental regulation or requirement that affects
the certification basis for the Aircraft as described in Paragraph 5.2, and as a result thereof, a change is made to the configuration
and/or the performance of the Aircraft in order to obtain certification, the guarantees set forth in this Attachment shall be appropriately
modified to reflect any such change.



 


		5.4	The takeoff and landing guarantees, and
the takeoff portion of the mission guarantees are based on hard surface, level and dry runways with no wind or obstacles, no clearway
or stopway, 235 mph tires, with anti-skid operative, and with the Aircraft center of gravity at the most forward limit unless otherwise
specified. The takeoff performance is based on no engine bleed for air conditioning or thermal anti-icing and the Auxiliary Power
Unit (APU) turned off unless otherwise specified. Unbalanced field length calculations and the improved climb performance procedure
will be used for takeoff as required. The landing performance is based on the use of automatic spoilers.



 


		5.5	The climb, cruise and descent portions
of the mission guarantees include allowances for normal power extraction and engine bleed for normal operation of the air conditioning
system. Normal electrical power extraction shall be defined as not less than a 212 kilowatts total electrical load. Normal operation
of the air conditioning system shall be defined as pack switches in the “Auto” position, the temperature control switches
in the “Auto” position that results in a nominal cabin temperature of 75°F, and all air conditioning systems operating
normally. This operation allows a maximum cabin pressure differential of 8.6 pounds per square inch at higher altitudes, with a
nominal Aircraft cabin ventilation rate of 10,300 cubic feet per minute including passenger cabin recirculation (nominal recirculation
is 50 percent). The APU is turned off unless otherwise specified.



 


		5.6	The climb, cruise and descent portions
of the mission guarantees are based on an Aircraft center of gravity location of 30 percent of the mean aerodynamic chord.



 


		5.7	Performance, where applicable, is based
on a fuel Lower Heating Value (LHV) of 18,580 BTU per pound, unless otherwise specified.



 





	P.A.
    No. PA-3746	 	 
	AERO-B-BBA4-M12-0206A	 	SS12-0114
	 	BOEING
    PROPRIETARY	 


 




    	 



    	 



    

 


Attachment
to Letter Agreement


No.
CEA-PA-03746-LA-1107149


GE90-115BL
Engines


Page
16


 


		6	GUARANTEE
                                                              COMPLIANCE



 


		6.1	Compliance with the guarantees of Sections
2 and 3 shall be based on the conditions specified in those sections, the Aircraft configuration of Section 4 and the guarantee
conditions of Section 5.



 


		6.2	Compliance with the takeoff and landing
guarantees and the takeoff portion of the mission guarantee shall be based on the FAA approved Airplane Flight Manual for the Model
777-300ER.



 


		6.3	Compliance with the climb, cruise and
descent portions of the mission guarantees shall be established by calculations based on flight test data obtained from an aircraft
in a configuration similar to that defined by the Detail Specification.



 


		6.4	The OEW used for compliance with the mission
guarantees shall be the actual MEW plus the Standard and Operational Items Allowance in Paragraph 03-60-00 of the Detail Specification.



 


		6.5	Compliance with the Manufacturer’s Empty
Weight guarantee shall be based on information in the “Weight and Balance Control and Loading Manual - Aircraft Report.”



 


		6.6	The data derived from tests shall be adjusted
as required by conventional methods of correction, interpolation or extrapolation in accordance with established engineering practices
to show compliance with these guarantees.



 


		6.7	Compliance shall be based on the performance
of the airframe and engines in combination, and shall not be contingent on the engine meeting its manufacturer’s performance specification.



 


		7	EXCLUSIVE
                                                                                                      GUARANTEES



 


			The only performance guarantees applicable to the Aircraft are those set forth in this
                                                                           Attachment.



 





	P.A.
    No. PA-3746	 	 
	AERO-B-BBA4-M12-0206A	 	SS12-0114
	 	BOEING
    PROPRIETARY	 


 




    	 



    	 



    

 





		The Boeing Company
	P.O.
    Box 3707
	 	Seattle, WA 98124-2207










 


 





CEA-PA-03746-LA-1107150


 


China
Eastern Airlines Corporation, Ltd.


2550
Hongqiao Road 


SHANGHAI
200335 


PEOPLE’S
REPUBLIC OF CHINA


 


		Subject:	Promotional Support



 


		Reference:	Purchase
                                                                                                                  Agreement No.
                                                                                                                  PA-03746 (Purchase
                                                                                                                  Agreement)
                                                                                                                  between The
                                                                                                                  Boeing Company
                                                                                                                  (Boeing)
                                                                                                                  and China Eastern
                                                                                                                  Airlines Corporation,
                                                                                                                  Ltd. (Customer)
                                                                                                                  relating to
                                                                                                                  Model 777-300ER
                                                                                                                  aircraft (Aircraft)



 


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


 


Boeing
and Customer wish to enter into an agreement pursuant to which each party will contribute equally to promotional programs in support
of the entry into service of the Aircraft as more specifically provided below.


 


		1.	Definitions.



 


1.1       Commitment
Limit shall have the meaning set forth in Article 2, below.


 


1.2       Covered
Aircraft shall mean those Aircraft identified on Table 1 and Table 2 to the Purchase Agreement
as of the date of signing of this Letter Agreement.


 


1.3       Performance
Period shall mean the period beginning one (1) year before and ending one (1) year after
the scheduled delivery month of the first Covered Aircraft.


 


1.4       Promotional
Support shall mean mutually agreed marketing and promotion programs that promote the entry
into service of the Covered Aircraft such as marketing research, tourism development, corporate identity, direct marketing, videotape
or still photography, planning, design and production of collateral materials, management of promotion programs, advertising campaigns
or such other marketing and promotional activities as the parties may mutually agree.


 


1.5      Qualifying
Third Party Fees shall mean fees paid by Customer to third party providers for Promotional
Support provided to Customer during the Performance Period.


 


		2.	Commitment.



 


As
more particularly set forth in this Letter Agreement, Boeing agrees to provide
Promotional Support to Customer during the Performance Period in a value not to exceed *** Aircraft delivered to Customer thereafter.


  


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		3.	Methods of Performance.



 


3.1      Subject
to the Commitment Limit, Boeing will reimburse *** of Customer’s payments of Qualifying Third Party Fees provided that
Customer provides Boeing copies of paid invoices for such Qualifying Third Party Fees no later than twenty-four (24) months
after the delivery of the first Covered Aircraft.


 


3.2      Notwithstanding
the above, at Customer’s request and subject to a mutually agreed project, Boeing will provide certain Promotional Support
during the Performance Period directly to Customer. The full value of such Boeing provided Promotional Support will be accounted
for as part of the Commitment Limit and will correspondingly reduce the amount of Qualifying Third Party Fees that are subject
to reimbursement pursuant to Article 3.1 above.


 


3.3      In
the event Customer does not (i) utilize the full amount of the Commitment Limit within the Performance Period or (ii) submit its
paid invoices for Qualifying Third Party Fees within the required time, as set forth in Article 3.1, Boeing shall have no further
obligation to Customer for such unused Commitment Limit or to reimburse Customer for such Qualifying Third Party Fees, respectively.


 


		4.	Project Approval.



 


Following
the execution of this Letter Agreement, a Boeing Airline Marketing Services representative will meet with Customer’s designated
representative to review and approve the extent, selection, scheduling, and funds disbursement process for the Promotional Support
to be provided pursuant to this Letter Agreement.


 


		5.	Assignment.



 


Notwithstanding
any other provisions of the Purchase Agreement, the rights and obligations described in this Letter Agreement are provided to Customer
in consideration of Customer’s becoming the operator of the Aircraft and cannot be assigned in whole or, in part.


 


		6.	Confidential Treatment.



 


The
information contained herein represents confidential business information and has value precisely because it is not available generally
or to other parties. Customer will limit the disclosure of its contents to employees of Customer with a need to know the contents
for purposes of helping Customer perform its obligations under 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.


 





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Very truly yours,


 


	THE BOEING COMPANY	 	 
	 	 	 
	By	/s/
    Rocky E. Weller	 	 
	 	 	 	 
	Its	Attorney-In-Fact	 	 
	 	 	 	 
	ACCEPTED
    AND AGREED TO this	 	 



 


	Date:	 	 	 	 



 


	CHINA EASTERN AIRLINES CORPORATION,

LTD.	 	 
	 	 	 
	By
    		 	 
	 	 	 
	Its	 	 	 
	 	 	 
	CHINA EASTERN AVIATION IMPORT &

EXPORT CORPORATION	 	 
	 	 	 
	By 		 	 
	 	 	 
	Its	 	 	 


  





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    PROPRIETARY	 


 







    	 



    	 



    

 





		The Boeing Company
	P.O.
    Box 3707
	 	Seattle,
    WA 98124-2207





 


 


CEAPA-03746-LA-1107151


 


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. 03746 (Purchase Agreement) between The Boeing Company (Boeing)
and China Eastern Airlines Corporation, Ltd. (Customer) relating to Model 777-300ER aircraft (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.



 


1.1      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.


 


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


 


1.3      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 *** prior to delivery of the first Aircraft the parties will conduct an initial
provisioning meeting were 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 *** the initial provisioning
meeting will be established as soon as reasonably possible after execution of the Purchase Agreement.


 





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


 


3.2         Prices
of Initial Provisioning Spare Parts.


 


3.2.1    
Boeing Spare Parts. ***


 


3.2.2    
Supplier Spare Parts. ***


 


3.3         QEC
Kits, Standards kits, Raw Material Kits, Bulk Material Kits and Service Bulletin Kits. ***


 


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    Parts Initial Provisioning		LA
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    PROPRIETARY	 





 




    	 



    	 



    

 





 


***


 


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.


 


5.          Substitution
for Obsolete Spare Parts.


 


5.1       
Obligation to Substitute Pre-Delivery. ***


 


5.2
       Delivery of Obsolete Spare and Substitutes. ***


 





6.          Repurchase
of Provisioning Items.


 


6.1       
Obligation to Repurchase. ***


 






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




 


6.3        Notification
and Format. Customer will notify Boeing, in writing when Customer desires to return Provisioning Items under the provisions
of this Article 6. Customer’s notification will include a detailed summary, in part number sequence, of the Provisioning Items
Customer desires to return. Such summary will be in the form of listings, tapes, diskettes or other media as may be mutually agreed
between Boeing and Customer and will include part number, nomenclature, purchase order number, purchase order date and quantity
to be returned. Within five (5) business days after receipt of Customer’s notification, Boeing will advise Customer in writing
when Boeing’s review of such summary will be completed.


 


6.4        Review
and Acceptance by Boeing. Upon completion of Boeing’s review of any detailed summary submitted by Customer pursuant to Article
6.3, Boeing will issue to Customer a Material Return Authorization (MRA) for those Provisioning Items Boeing agrees are eligible
for repurchase in accordance with this Article 6. Boeing will advise Customer of the reason that any Provisioning Item included
in Customer’s detailed summary is not eligible for return. Boeing’s MRA will state the date by which Provisioning Items listed
in the MRA must be redelivered to Boeing, and Customer will arrange for shipment of such Provisioning Items accordingly.


 


6.5        Price
and Payment. The price of each Provisioning Item repurchased by Boeing pursuant to this Article 6 will be an amount equal to
one hundred percent (100%) of the original invoice price thereof except that the repurchase price of Provisioning Items purchased
pursuant to Article 3.2.2 will not include Boeing’s twelve percent (12%) handling charge. Boeing will pay the repurchase price
by issuing a credit memorandum in favor of Customer which may be applied against amounts due Boeing for the purchase of Spare Parts
or Standards.


 


6.6        Delivery
of Repurchased
Provisioning Items.
Provisioning Items repurchased by Boeing pursuant
to this Article 6 will be delivered to Boeing F.O.B. at its Seattle Distribution Center or such other destination as Boeing may
reasonably designate.


 


7.           Title
and
Risk of Loss.


 


Title
and risk of loss of any Spare Parts or Standards delivered to Customer by Boeing in accordance with this Letter Agreement will
pass from Boeing to Customer in accordance with the applicable provisions of the CSGTA. Title to and risk of loss of any Spare
Parts or Standards returned to Boeing by Customer in accordance with this Letter Agreement will pass to Boeing upon delivery of
such Spare Parts or Standards to Boeing in accordance with the provisions of Article 5.2 or Article 6.6, herein, as appropriate.


 


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8.          Termination
for Excusable Delay.


 


In
the event of termination of the Purchase Agreement pursuant to
Article 7 of
the AGTA with respect to any Aircraft, such termination will, if
Customer so requests by written notice received by Boeing within fifteen (15) days after such termination, also discharge and
terminate all obligations and liabilities of the parties as to any Spare Parts or Standards which Customer had ordered
pursuant to the provisions of this Letter Agreement as initial provisioning for such Aircraft and which are undelivered on
the date Boeing receives such written notice.


 


9.          Order
of Precedence.


 


In
the event of any inconsistency between the terms of this
Letter Agreement and
the terms of any other provisions of the CSGTA, the terms of this Letter Agreement will control.


 


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	Very truly yours,	 
	 	 
	THE
    BOEING COMPANY	 
	 	 
	By	/s/
    Rocky E. Weller	 
	 	 
	Its	Attorney-In-Fact	 


 


	ACCEPTED AND AGREED TO this	 
	 	 
	Date:	 	 


 


	CHINA
    EASTERN AIRLINES CORPORATION,	 
	LTD.	 
	 	 
	By		 
	 	 
	Its	 	 


 


	CHINA
    EASTERN AVIATION IMPORT &	 
	EXPORT
    CORPORATION 	 
	 	 
	By		 
	 	 	 
	Its	 	 


 


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    Parts Initial Provisioning		LA
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        The Boeing Company

        P.O. Box 3707

        Seattle, WA 98124-2207

	 	 







 


 


CEA-PA-03746-LA-1107152


 


China
Eastern Airlines Corporation, Ltd.


2550
Hongqiao Road 


SHANGHAI
200335


PEOPLE’S
REPUBLIC OF CHINA


 


		Subject:	Special Matters



 


		Reference:	Purchase
                                                                                                                                Agreement
                                                                                                                                No.
                                                                                                                                PA-03746
                                                                                                                                (Purchase
                                                                                                                                Agreement)
                                                                                                                                between
                                                                                                                                The
                                                                                                                                Boeing
                                                                                                                                Company
                                                                                                                                (Boeing)
                                                                                                                                and
                                                                                                                                China
                                                                                                                                Eastern
                                                                                                                                Airlines
                                                                                                                                Corporation,
                                                                                                                                Ltd.
                                                                                                                                (Customer)
                                                                                                                                relating
                                                                                                                                to
                                                                                                                                Model
                                                                                                                                777-300ER
                                                                                                                                aircraft
                                                                                                                                (Aircraft)



 


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


 


1.           Credit
Memoranda.


 


1.1          
***


 


1.2          
***


 


1.3          
***


 


1.4          
***


 


1.5          
***


 


1.6          
***


 


1.7          
***


 


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1.8          
***


 


1.9          
***


 


1.10         ***


 


2.           Escalation
of Credit Memoranda.


 


*** 


 


3.           Assignment.


 


Unless
otherwise noted herein, the Credit Memoranda described in this Letter Agreement are provided as a financial accommodation to Customer
and in consideration of Customer’s taking title to the Aircraft at time of delivery and becoming the operator of the Aircraft.
This Letter Agreement cannot be assigned, in whole or in part, without the prior written consent of Boeing.


 


4.           Confidentiality


 


Customer
understands and agrees that the information contained herein represents confidential business information and has value precisely
because it is not available generally or to other parties. 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 perform its obligations under 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.


 


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Very
truly yours,


 


	THE BOEING COMPANY	 
	 	 
	By	/s/ Rocky E. Weller	 
	 	 	 
	Its	Attorney-In-Fact	 


 


	ACCEPTED AND AGREED TO this	 
	 	 
	Date:	 	 


 


	CHINA
    EASTERN AIRLINES CORPORATION,	 
	LTD.	 
	 	 
	By		 
	 	 	 
	Its	 	 


 


	CHINA
    EASTERN AVIATION IMPORT &

    EXPORT CORPORATION	 
	 	 
	By		 
	 	 	 
	Its
    	 	 


 


	CEA-PA-03746-LA-1107152	 	 
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    Matters		LA Page 3
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        The Boeing Company

        P.O. Box 3707

        Seattle, WA 98124-2207

	 	 












 


CEA-PA-03746-LA-1207193


 


China
Eastern Airlines Corporation, Ltd.





2550
Hongqiao Road


SHANGHAI
200335


PEOPLE’S
REPUBLIC OF CHINA


 


		Subject:	Payment Matters



 


		Reference:	Purchase
                                                                                                                                Agreement
                                                                                                                                No.
                                                                                                                                PA-03746
                                                                                                                                (Purchase
                                                                                                                                Agreement)
                                                                                                                                between
                                                                                                                                The
                                                                                                                                Boeing
                                                                                                                                Company
                                                                                                                                (Boeing)
                                                                                                                                and
                                                                                                                                China
                                                                                                                                Eastern
                                                                                                                                Airlines
                                                                                                                                Corporation,
                                                                                                                                Ltd.
                                                                                                                                (Customer)
                                                                                                                                relating
                                                                                                                                to
                                                                                                                                Model
                                                                                                                                777-300ER
                                                                                                                                aircraft
                                                                                                                                (Aircraft)



 


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


 


1.           Advance
Payments for the Aircraft.


 


1.1.          Agreed
Deferral. It is understood that Customer’s ability to make advance payments described in Article 4.2 of the Purchase
Agreement may be impacted due to monetary issues, therefore Boeing agrees that all advance payments due on the effective date
of the Purchase Agreement, as specified in Article 4.2, and those that shall become due during the time from the effective date
and deferred due date, may be deferred without interest until ten business days after the effective date of the Purchase Agreement,
by which time Customer will pay all advance payments specified in the Purchase Agreement as being due on or before that date.


 


1.2.          Advance
Payment Invoices. Boeing will provide invoices to Customer for all advance payments due pursuant to Article 4.2 of the Purchase
Agreement, at least *** prior to the due date thereof.


 


2.           Payment
at Aircraft Delivery.


 


Pursuant
to Article 4.4 of the Purchase Agreement, Customer will pay
the balance of
the Aircraft Price of each Aircraft
at delivery. Boeing will provide the invoices for such payment at
least *** prior to Aircraft delivery.


 


3.           Rescheduling
Aircraft.


 


In
the event that Customer is not able to make the advance payments described above by the tenth business day after the
effective date of the Purchase Agreement, Boeing may reschedule ***


 


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4.           Effect
of Aircraft Rescheduling.


 


If
Boeing reschedules any or all of the Aircraft pursuant to the provisions of 3. above, the Customer and Boeing will complete a
Supplemental Agreement to document the revised Aircraft delivery schedules within *** is given.


 


5.           Default
Interest.


 


If
Boeing does not reschedule any or all of the Aircraft pursuant to the provisions of 3. above, and Customer has not brought the
advance payments current, Customer agrees to compensate Boeing for the delayed payment of the advance payments described above,
and those that shall become due after the tenth business day. Such compensation will be computed on the unpaid advance payment
amount, starting from the eleventh business day after the effective date of the Purchase Agreement, or from the date that any additional
advance payments become due, until such date as payments are received by Boeing. The agreed rate of interest shall be *** as published
on the first business day of each month in the Wall Street Journal.


 


6.           Alternative
Methodology.


 


In
the event that circumstances described in paragraph 5. above occur, Customer and Boeing agree that Customer may exercise an alternative
method of compensation to Boeing. Such alternative method is described below.


 


6.1.     
Dollar Day Principal. ***


 


6.2.
     Default Procedure. ***


 


7.           Confidential
Treatment.


 


Customer
understands that certain commercial and financial information contained in this Letter Agreement are 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.


 


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Very
truly yours,


 


	THE BOEING COMPANY	 
	 	 	 
	By	/s/ Rocky E. Weller	 
	 	 	 
	Its 	Attorney-In-Fact	 
	 	 	 
	ACCEPTED AND AGREED TO this	 
	 	 	 
	Date:	 	 
	 	 	 
	CHINA
    EASTERN AIRLINES CORPORATION,

    LTD.	 
	 	 	 
	By		 
	 	 	 
	Its	 	 
	 	 	 
	CHINA EASTERN AVIATION IMPORT & 

EXPORT CORPORATION	 
	 	 	 
	By		 
	 	 	 
	Its	 	 


 


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		The Boeing Company
	P.O. Box 3707
	Seattle, WA 98124-2207


 


 


CEA-PA-03746-LA-1207194


 


China
Eastern Airlines Corporation, Ltd.


2550
Hongqiao Road


SHANGHAI
200335


PEOPLE’S
REPUBLIC OF CHINA


 


		Subject:	Installation of Cabin Systems Equipment



 


		Reference:	Purchase
                                                                                                         Agreement No. PA-03746
                                                                                                         (Purchase Agreement)
                                                                                                         between The
                                                                                                         Boeing Company (Boeing)
                                                                                                         and China Eastern
                                                                                                         Airlines Corporation,
                                                                                                         Ltd.



(Customer)
relating to Model 777-300ER aircraft (Aircraft)


 


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


 


Customer
has requested that Boeing install in the Aircraft the in-flight entertainment and cabin communications systems (IFE/CCS)
described in Attachment A to this Letter Agreement.


 


Because
of the complexity of the IFE/CCS, special attention and additional resources will be required during the development, integration,
certification, and manufacture of the Aircraft to achieve proper operation of the IFE/CCS at the time of delivery of the Aircraft.
To assist Customer, Boeing will perform the functions of project manager (Project Manager)
as set forth in Attachment B.


 


		1.	Responsibilities.



 


		1.1	Customer will:



 


1.1.1    provide
Customer’s IFE/CCS system requirements to Boeing;


 


1.1.2    select
the IFE/CCS suppliers (Suppliers)
from among those suppliers identified in the Option(s) listed in Attachment A to this Letter Agreement, on or before Jan 2, 2013,
or as otherwise formally offered by Boeing;


 


1.1.3    promptly
after selecting Suppliers, participate with Boeing in meetings with Suppliers to ensure that Supplier’s functional system specifications
meet Customer’s and Boeing’s respective requirements. Such functional systems specifications define functionality to which Boeing
will test prior to delivery but is not a guarantee of functionality at delivery;


 


1.1.4    select
Supplier part numbers;


 


1.1.5    negotiate
and obtain agreements on product assurance, product support following Aircraft delivery (including spares support), and any other
special business arrangements directly with Suppliers;


 


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1.1.6    provide
pricing information for part numbers selected above to Boeing by a mutually selected date;


 


1.1.7    negotiate
and obtain agreements with any required service providers; and


 


1.1.8    include
in Customer’s contract with any seat supplier a condition obligating such seat supplier to enter into and comply with a Boeing
approved bonded stores agreement. This bonded stores agreement will set forth the procedures concerning the use, handling and storage
for the Boeing owned IFE/CCS equipment during the time such equipment is under the seat supplier’s control.


 


		1.2	Boeing will;



 


1.2.1    perform
the Project Manager functions stated in Attachment B;


 


1.2.2    provide
Aircraft interface requirements to Suppliers;


 


1.2.3    assist
Suppliers in the development of their IFE/CCS system specifications and approve such specifications;


 


1.2.4    negotiate
terms and conditions (except for price, product assurance, product support following Aircraft delivery and any other special business
arrangements) and enter into contracts with Suppliers and manage such contracts for the IFE/CCS;


 


1.2.5    coordinate
the resolution of technical issues with Suppliers;


 


1.2.6    ensure
that at time of Aircraft delivery the IFE/CCS configuration meets the requirements of the Option(s) contained in Attachment A to
this Letter Agreement as such Attachment A may be amended from time to time; and


 


1.2.7    obtain
FAA certification of the Aircraft with the IFE/CCS installed therein.


 


		2.	Software.



 


IFE/CCS
systems may contain software of the following two types:


 


2.1         Systems
Software. The software required to operate and certify the IFE/CCS systems on the Aircraft is the Systems Software and is part
of the IFE/CCS.


 


2.2         Customer’s
Software. The software accessible to the Aircraft passengers which controls Customer’s specified optional features is Customer’s
Software and is not part of the IFE/CCS.


 


2.2.1Customer
is solely responsible for specifying Customer’s Software functional and performance requirements and ensuring that Customer’s
Software meets such requirements. Customer and Customer’s Software supplier will have total responsibility for the writing, certification,
modification, revision, or correction of any of Customer’s Software. Boeing will not perform the functions and obligations described
in paragraph 1.2 above, nor the Project Manager’s functions described in Attachment B, for Customer’s Software.


 


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2.2.2    The
omission of any Customer’s Software or the lack of any functionality of Customer’s Software will not be a valid condition for Customer’s
rejection of the Aircraft at the time of Aircraft delivery.


 


2.2.3    Boeing
has no obligation to approve any documentation to support Customer’s Software certification. Boeing will only review and operate
Customer’s Software if in Boeing’s reasonable opinion such review and operation is necessary to certify the IFE/CCS system on the
Aircraft.


 


2.2.4    Boeing
will not be responsible for obtaining FAA certification for Customer’s Software.


 


		3.	Changes.



 


3.1         After
Boeing and Supplier have entered into a contract for the purchase of the IFE/CCS, changes to such contract may only be made by
Boeing. Any Customer request for changes to the IFE/CCS specification after the Boeing/Supplier contract has been signed must be
made in writing directly to Boeing. Boeing shall respond to such request by Customer in a timely manner. If such change is technically
feasible and Boeing has the resources and time to incorporate such change, then Boeing shall negotiate with the Supplier to incorporate
such change into the contract for the IFE/CCS. Any Supplier price increase resulting from such a change will be negotiated between
Customer and Supplier.


 


3.2         Boeing
and Customer recognize that the developmental nature of the IFE/CCS may require changes to the IFE/CCS or the Aircraft in order
to ensure (i) compatibility of the IFE/CCS with the Aircraft and all other Aircraft systems, and (ii) FAA certification of the
Aircraft with the IFE/CCS installed therein. In such event Boeing will notify Customer and recommend to Customer the most practical
means for incorporating any such change. If within fifteen (15) days after such notification Customer and Boeing through negotiations
cannot mutually agree on the incorporation of any such change or alternate course of action, then the remedies available to Boeing
in Paragraph 6 shall apply.


 


3.3         The
incorporation into the Aircraft of any mutually agreed change to the IFE/CCS may result in Boeing adjusting the price of the Option(s)
contained in Attachment A to this Letter Agreement.


 


3.4         Boeing’s
obligation to obtain FAA certification of the Aircraft with the IFE/CCS installed is limited to the IFE/CCS as described in Attachment
A, as Attachment A may be amended from time to time.


 


		4.	Supplier Defaults.



 


Boeing
shall notify Customer in a timely manner in the event of a default by a Supplier under the Supplier’s contract with Boeing. Within
fifteen (15) days of Customer’s receipt of such notification, Boeing and Customer shall agree through negotiations on an
alternative Supplier or other course of action. If Boeing and Customer are unable to agree on an alternative Supplier or course
of action within such time, the remedies available to Boeing in Paragraph 6 shall apply.


 


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		5.	Exhibits
B and C to the AGTA.



 


IFE/CCS
is deemed to be BFE for the purposes of Exhibit B, Customer Support Document, and Exhibit C, the Product Assurance Document, of
the AGTA.


 


		6.	Boeing’s
Remedies.



 


If
Customer does not comply with any of its obligations set forth herein, Boeing may:


 


6.1         delay
delivery of the Aircraft; or


 


6.2         deliver
the Aircraft without part or all
of the IFE/CCS installed, or with part or all of the IFE/CCS inoperative;


 


6.3         increase
the Aircraft Price by the amount
of Boeing’s additional costs attributable to such noncompliance.


 


		7.	Advance
Payments.



 


7.1         Estimated
Price for the IFE/CCS. An
estimated price for the IFE/CCS purchased by Boeing will be included in the
Aircraft Advance Payment Base Price to establish the advance payments for each Aircraft and shown in Table 1 and Table 2.


 


7.2         Aircraft
Price. The Aircraft Price will include the actual IFE/CCS prices and any associated transportation costs charged Boeing by
Suppliers.


 


		8.	Customer’s
Indemnification of Boeing.



 


Customer
will indemnify and hold harmless Boeing from and against all claims and liabilities, including costs and expenses (including
attorneys’ fees) incident thereto or incident to successfully establishing the right to indemnification, for injury to
or death of any person or persons, including employees of Customer but not employees of Boeing, or for loss of or damage to
any property, including Aircraft, arising out of or in any way connected with any nonconformance or defect in any IFE/CCS, or
in the installation thereof or in the provision of services hereunder, and whether or not arising in tort or occasioned in
whole or in part by the negligence of Boeing. This indemnity will not apply with respect to any nonconformance or defect
caused solely by Boeing’s installation of the IFE/CCS.


 


		9.	Title
and Risk of Loss.



 


Title
and risk of loss of IFE/CCS equipment will remain with Boeing until the Aircraft title is transferred to Customer.


 


If
the foregoing correctly sets forth your understanding of our agreement with respect to the matters treated above, please indicate
your acceptance and approval below.


 


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Very
truly yours,


 


	THE BOEING COMPANY	 
	 	 	 
	By	/s/ Rocky E. Weller	 
	 	 	 
	Its 	Attorney-In-Fact	 
	 	 	 
	ACCEPTED AND AGREED TO this	 
	 	 	 
	Date:	 	 
	 	 	 
	CHINA EASTERN AIRLINES CORPORATION,

LTD.	 
	 	 	 
	By		 
	 	 	 
	Its	 	 
	 	 	 
	CHINA EASTERN AVIATION IMPORT & 

EXPORT CORPORATION	 
	 	 	 
	By		 
	 	 	 
	Its	 	 


 


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Attachment
A

Cabin Systems Equipment


 


The
following Option(s) describe(s) the items of equipment that under the terms and conditions of this Letter Agreement are considered
to be IFE/CCS. Each such Option is fully described in Option Document /document number/ as described in Exhibit A to the Purchase
Agreement. Final configuration will be based on Customer acceptance of any or all Options listed below.


 


Option
Request Number and Title


 


2300CHXXXX


CABIN
ENTERTAINMENT AND...


 


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Attachment
B

Project Manager


 


This
Attachment B describes the functions that Boeing will perform as Project Manager to support (i) the development and integration
of the IFE/CCS and (ii) the FAA certification of the IFE/CCS when installed on the Aircraft.


 


		10.	Project Management.



 


Boeing
will perform the following functions for the IFE/CCS. Boeing will have authority to make day-to-day management decisions, and decisions
on technical details which in Boeing’s reasonable opinion do not significantly affect form, fit, function, cost or aesthetics.
Boeing will be responsible for:


 


		(i)	managing the development
of all program schedules;



 


		(ii)	evaluating and approving
Supplier’s program management and developmental plans;



 


		(iii)	defining program
metrics and status requirements;



 


		(iv)	scheduling and conducting
program status reviews;



 


		(v)	scheduling and conducting
design and schedule reviews with Customer and Suppliers;



 


		(vi)	monitoring compliance
with schedules;



 


		(vii)	evaluating and approving
any recovery plans or plan revisions which may be required of either Suppliers or Customer;



 


		(viii)	leading
                                                                                                         the development of a
                                                                                                         joint IFE/CCS project
                                                                                                         management plan (Program
                                                                                                         Plan)
                                                                                                         and;



 


		(ix)	managing the joint
development of the System Specification.



 


		11.	System Integration.



 


Boeing’s
performance as Project Manager will include the functions of systems integrator (Systems Integrator).
As Systems Integrator Boeing will perform the following functions:


 


		(i)	As required, assist
Suppliers in defining their system specifications
for the IFE/CCS, approve such specifications and develop an overall system functional specification;



 


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		(ii)	Coordinate Boeing,
Customer and Supplier teams to ensure sufficient Supplier and Supplier sub system testing and an overall cabin system acceptance
test are included in the Program Plan; and



 


		(iii)	Organize and conduct
technical coordination meetings with Customer and Suppliers to review responsibilities, functionality, Aircraft installation requirements
and overall program schedule, direction and progress.



 


		12.	Seat Integration.



 


		(i)	Boeing will coordinate
the interface requirements between seat suppliers and Suppliers. Interface requirements are defined in Boeing Document Nos. D6-36230,
“Passenger Seat Design and Installation”; D6-36238, “Passenger Seat Structural Design and Interface Criteria”;
D222W232, “Seat Wiring and Control Requirements”; and D222W013-4, “Seat Assembly Functional Test Plan”.



 


		(ii)	The Suppliers will
be required to coordinate integration testing and provide seat assembly functional test procedures for seat electronic parts to
seat suppliers and Boeing, as determined by Boeing.



 


		(iii)	The Suppliers will
assist the seat suppliers in the preparation of seat assembly functional test plans.



 


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		The Boeing Company
	P.O. Box 3707
	Seattle, WA 98124-2207


 


 


CEA-PA-03746-LA-1207195


 


China
Eastern Airlines Corporation, Ltd.





2550
Hongqiao Road


SHANGHAI 200335


PEOPLE’S REPUBLIC OF CHINA


 


		Subject:	Customer Support Special Matters - Extra Training and Services



 


		Reference:	Purchase
                                                                                                         Agreement No. PA-03746
                                                                                                         (Purchase Agreement)
                                                                                                         between The
                                                                                                         Boeing
                                                                                                         Company (Boeing)
                                                                                                         and China Eastern Airlines
                                                                                                         Corporation, Ltd. (Customer)
                                                                                                         relating to Model 777-300ER
                                                                                                         aircraft (Aircraft)



 


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


 


1.0       Maintenance
Training: In addition to the Maintenance Training provided within Supplemental Exhibit CS1, Boeing will provide the following
additional:


 


1.1       ***


 


1.2       ***


 


1.3       ***


 


1.4       ***


 


1.5       ***


 


1.6       ***


 


1.7       ***


 


1.8       ***


 


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		2.0	Flight Training: In addition to the Flight Training provided within Supplemental Exhibit
CS1, Boeing will provide the following:



 


		2.1	***



 


		2.2	***



 


		2.3	***



 


		2.4	***



 


3.0        Performance
Engineering Training: In addition to CEA participation in regularly scheduled courses per Supplemental Exhibit CS1 Paragraph
2.4, Boeing will provide ***


 


4.0        Maintenance
Training System: Boeing will provide ***


 


5.0        Digital
Tools Fund Credit Memorandum: At the time of delivery of the first 777-***


 


6.0        Assignment.


 


Notwithstanding any
other provisions of the Purchase Agreement, the rights and obligations described in this Letter Agreement are provided to Customer
in consideration of Customer’s becoming the operator of the Aircraft and cannot be assigned in whole or, in part.


 


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7.0        Confidential
Treatment


 


The information contained
herein represents confidential business information and has value precisely because it is not available generally or to other parties.
Customer will limit the disclosure of its contents to employees of Customer with a need to know the contents for purposes of helping
Customer perform its obligations under 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.


 


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	Very truly yours,	 
	 	 
	THE BOEING COMPANY	 
	 	 	 
	By	/s/ Rocky E. Weller	 
	 	 	 
	Its	Attorney-In-Fact	 
	 	 
	ACCEPTED AND AGREED TO this	 
	 	 
	Date:	 	 
	 	 
	CHINA EASTERN AIRLINES CORPORATION,

LTD.	 
	 	 	 
	By		 
	 	 	 
	Its	 	 
	 	 
	CHINA EASTERN AVIATION IMPORT &

EXPORT CORPORATION	 
	 	 	 
	By		 
	 	 	 
	Its	 	 


 


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CEA-PA-03746-LA-1207196


 


China Eastern Airlines Corporation, Ltd.


2550 Hongqiao Road


SHANGHAI 200335


PEOPLE’S REPUBLIC OF CHINA


 


		Subject:	Escalation Capped Factors



 


		Reference:	Purchase Agreement No. PA-03746 (Purchase Agreement) between The Boeing Company (Boeing)
and China Eastern Airlines Corporation, Ltd. (Customer) relating to Model 777-300ER aircraft (Aircraft)



 


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


 


		1.	Capped Escalation.



 


1.1        Boeing
will cap the Escalation Adjustment for the Airframe Price and Optional Features Prices of each Aircraft for the Aircraft delivery
positions set forth in Table 1 and Table 2 (Capped Period), in accordance with the terms of this Letter Agreement.


 


1.2        ***


 


		2.	Determining Escalation for Aircraft Delivering Within the Capped Period.



 


2.1        For
Aircraft delivering within the Capped Period, Boeing will, at time of Aircraft delivery, calculate the Escalation Adjustment of
the Airframe Price and Optional Features Prices using (i) actual indices in accordance with the provisions of Supplemental Exhibit
AE1 to the Purchase Agreement (Standard Escalation Formula) and (ii) the Capped Factor. The final Aircraft Price will include
the escalated Airframe Price and Optional Features Prices utilizing the Standard Escalation Formula or the Capped Factor, whichever
is less.


 


2.2        In
the event any Aircraft scheduled to deliver within the Capped Period delivers after the Capped Period, in addition to any other
applicable terms and/or conditions set forth in the Purchase Agreement, the Escalation Adjustment for the Airframe Price and Optional
Features Prices will be calculated in accordance with the Standard Escalation Formula or the Standard Escalation Formula, as modified
in paragraph 3 below (which will utilize the Capped Factor for the last month of the Capped Period), whichever is less.


 


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		3.	Effect on Advance Payments.



 


The amount and timing
of advance payments Customer is required to pay to Boeing pursuant to the Purchase Agreement shall be unaffected by any terms set
forth in this Letter Agreement.


 


		4.	Aircraft Applicability.



 


Unless otherwise stated,
the terms of this Letter Agreement shall only apply to the firm Aircraft set forth in Table 1 and Table 2 of the Purchase Agreement
as of the execution date of this Letter Agreement.


 


		5.	Applicability to Other FinancialConsideration.



 


The escalation adjustment
for any other sum identified in the Purchase Agreement as subject to escalation pursuant to Supplemental Exhibit AE1, and which
pertains to an Aircraft set forth in Table 1 and Table 2 as of the date of this Letter Agreement, shall be calculated using the
escalation methodology established in this Letter Agreement notwithstanding any other provisions of the Purchase Agreement to the
contrary.


 


		6.	Assignment.



 


Notwithstanding any
other provisions of the Purchase Agreement, the rights and obligations described in this Letter Agreement are provided to Customer
in consideration of Customer’s becoming the operator of the Aircraft and cannot be assigned in whole or, in part.


 


		7.	Confidential Treatment.



 


The information contained
herein represents confidential business information and has value precisely because it is not available generally or to other parties.
Customer will limit the disclosure of its contents to employees of Customer with a need to know the contents for purposes of helping
Customer perform its obligations under 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.


 


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	Very truly yours,	 
	 	 
	THE BOEING COMPANY	 
	 	 	 
	By	/s/ Rocky E. Weller	 
	 	 	 
	Its	Attorney-In-Fact	 
	 	 
	ACCEPTED AND AGREED TO this	 
	 	 
	Date:	 	 
	 	 
	CHINA EASTERN AIRLINES CORPORATION,

LTD.	 
	 	 	 
	By		 
	 	 	 
	Its	 	 
	 	 
	CHINA EASTERN AVIATION IMPORT &

EXPORT CORPORATION	 
	 	 	 
	By		 
	 	 	 
	Its	 	 


 


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BOEING PROPRIETARY


 




    	 



    	 



    

 





 


Attachment A to Letter Agreement CEA-PA-03746-LA-1207196


 


Airframe Price Base Year: 2011


 


	Jan-14	***	 	Jun-17	***	 
	Feb-14	***	 	Jul-17	***	 
	Mar-14	***	 	Aug-17	***	 
	Apr-14	***	 	Sep-17	***	 
	May-14	***	 	Oct-17	***	 
	Jun-14	***	 	Nov-17	***	 
	Jul-14	***	 	Dec-17	***	 
	Aug-14	***	 	Jan-18	***	 
	Sep-14	***	 	Feb-18	***	 
	Oct-14	***	 	Mar-18	***	 
	Nov-14	***	 	Apr-18	***	 
	Dec-14	***	 	May-18	***	 
	Jan-15	***	 	Jun-18	***	 
	Feb-15	***	 	Jul-18	***	 
	Mar-15	***	 	Aug-18	***	 
	Apr-15	***	 	Sep-18	***	 
	May-15	***	 	Oct-18	***	 
	Jun-15	***	 	Nov-18	***	 
	Jul-15	***	 	Dec-18	***	 
	Aug-15	***	 	 	 	 
	Sep-15	***	 	 	 	 
	Oct-15	***	 	 	 	 
	Nov-15	***	 	 	 	 
	Dec-15	***	 	 	 	 
	Jan-16	***	 	 	 	 
	Feb-16	***	 	 	 	 
	Mar-16	***	 	 	 	 
	Apr-16	***	 	 	 	 
	May-16	***	 	 	 	 
	Jun-16	***	 	 	 	 
	Jul-16	***	 	 	 	 
	Aug-16	***	 	 	 	 
	Sep-16	***	 	 	 	 
	Oct-16	***	 	 	 	 
	Nov-16	***	 	 	 	 
	Dec-16	***	 	 	 	 
	Jan-17	***	 	 	 	 
	Feb-17	***	 	 	 	 
	Mar-17	***	 	 	 	 
	Apr-17	***	 	 	 	 
	May-17	***	 	 	 	 


 


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BOEING PROPRIETARY


 




    	 



    	 



    

 


		The Boeing Company

P.O. Box 3707

Seattle, WA 98124-2207
	 	 


 


CEA-PA-03746-LA-1207199


 


China Eastern Airlines Corporation, Ltd.


2550 Hongqiao Road


SHANGHAI 200335


PEOPLE’S REPUBLIC OF CHINA


 


		Subject:	Government Approval



 


		Reference:	Purchase Agreement No. PA-03746 (Purchase Agreement) between The Boeing Company (Boeing)
and China Eastern Airlines Corporation, Ltd. (Customer) relating to Model 777-300ER aircraft (Aircraft)



 


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


 


		1.	Government Approval.



 


***


 


		2.	Flexibility.



 


***


 


2.1        Reschedule
Aircraft. Boeing may reschedule any or all of the Aircraft. Boeing ***


 


The following terms shall apply to the
rescheduled Delivery Period Aircraft.


 


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BOEING PROPRIETARY


 




    	 



    	 



    

 





 


		2.1.1.	***



 


		2.1.2.	***



 


		2.1.3.	***



 


		2.1.4.	***



 


2.2.        Terminate
Aircraft. Boeing may terminate the Aircraft by providing Customer with written notice of such termination and shall promptly
return to Customer, ***


 


		3.	Confidential Treatment.



 


Customer understands
and agrees that the information contained herein represents confidential business information and has value precisely because it
is not available generally or to other parties. Customer agrees to limit the disclosure of its contents to employees, officers
and advisors of Customer with a need to know the contents for purposes of helping Customer perform its obligations under 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


 


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BOEING PROPRIETARY


 




    	 



    	 



    

 





 


	Very truly yours,	 
	 	 
	THE BOEING COMPANY	 
	 	 	 
	By	/s/ Rocky E. Weller	 
	 	 	 
	Its	Attorney-In-Fact	 
	 	 
	ACCEPTED AND AGREED TO this	 
	 	 
	Date:	 	 
	 	 
	CHINA EASTERN AIRLINES CORPORATION,

LTD.	 
	 	 	 
	By		 
	 	 	 
	Its	 	 
	 	 
	CHINA EASTERN AVIATION IMPORT &

EXPORT CORPORATION	 
	 	 	 
	By		 
	 	 	 
	Its	 	 


 


	CEA-PA-03746-LA-1207199	 
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BOEING PROPRIETARY


 




    	 



    	 



    

 


		The Boeing Company

P.O. Box 3707

Seattle, WA 98124-2207
	 	 


 


CEA-PA-03746-LA-1207459


 


China Eastern Airlines Corporation, Ltd.


2550 Hongqiao Road


SHANGHAI 200335


PEOPLE’S REPUBLIC OF CHINA


 


		Subject:	Aircraft Trade-In Matters



 





		Reference:	Purchase Agreement No. PA-03746 (Purchase Agreement) between The Boeing Company (Boeing)
and China Eastern Airlines Corporation, Ltd. (Customer) relating to Model 777-300ER aircraft (Aircraft)








 





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




 


		1.	Purchase of Used Model A340-642 Aircraft.



 


***


 


Table 1.


	Used	 	Manufacturer	 	 	 	 	 	Used Aircraft
	Aircraft	 	Serial	 	Used Aircraft	 	Aircraft Delivery	 	Trade-In Delivery
	Model	 	Number	 	Build Year	 	Date	 	Date
	 	 	 	 	 	 	 	 	 
	A340-642	 	468	 	June 2003	 	September 2014	 	November 26, 2014
	 	 	 	 	 	 	 	 	 
	A340-642	 	488	 	August 2003	 	November 2014	 	January 29, 2015
	 	 	 	 	 	 	 	 	 
	A340-642	 	514	 	October 2003	 	December 2014	 	March 31, 2015
	 	 	 	 	 	 	 	 	 
	A340-642	 	577	 	June 2004	 	March 2015	 	May 28, 2015
	 	 	 	 	 	 	 	 	 
	A340-642	 	586	 	July 2004	 	June 2015	 	July 30, 2015


 


		2.	Used Aircraft Acquisition Agreement.



 


Boeing and Customer
agree to enter into a used aircraft acquisition agreement that will include the provisions contained in Boeing’s standard
form acquisition agreement and any additional mutually agreed terms and conditions (the “Acquisition Agreement”).
Boeing’s purchase of the Used Aircraft shall be in accordance with the provisions of the Acquisition Agreement, and subject
to the Used Aircraft complying with the specified return conditions as set forth in the Acquisition Agreement. Customer agrees
to execute an Acquisition Agreement for the Used Aircraft with Boeing at time of execution of this Letter Agreement. If such Acquisition
Agreement is not executed within such time period, Boeing shall not be obligated to purchase the Used Aircraft.


 


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BOEING PROPRIETARY


 




    	 



    	 



    

 





 


		3.	Trade-In Delivery and Title Transfer.



 


The trade-in delivery
and title transfer of such Used Aircraft shall be delivered on the date specified in the Acquisition Agreement (the “Trade-In
Date”). Customer shall ensure that the Used Aircraft meets the return conditions described in the Acquisition Agreement
at the time of the Trade-in Date. If such conditions cannot be met, at Boeing’s sole discretion, either the Trade-In Price
shall be reduced by a mutually agreed to amount or Boeing shall be relieved of its obligation to purchase such Used Aircraft.


 


		4.	Price.



 


		4.1	***



 


Table 2.


 


	Used Aircraft	 	Manufacturer	 	 	 	 
	Model	 	Serial Number	 	Trade-In Price	 	Year
	A340-642	 	468	 	***	 	***
	A340-642	 	488	 	***	 	***
	A340-642	 	514	 	***	 	***
	A340-642	 	577	 	***	 	***
	A340-642	 	586	 	***	 	***


 


		4.2	***



 


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BOEING PROPRIETARY


 




    	 



    	 



    

 





 


		5.	Trade-In Delivery Conditions.



 


Boeing’s purchase
of the Used Aircraft is subject to the Used Aircraft complying with the specified trade-in delivery conditions set forth in the
Acquisition Agreement.


 


		6.	Notice of Election to Sell.



 


Upon execution of the Acquisition Agreement,
Seller elects to sell the Used Aircraft to Boeing (Election Notice).


 


***


 


		7.	Non-Transferable.



 


Boeing’s agreement
to purchase the Used Aircraft as described herein is provided as a financial accommodation to the Customer in consideration of
Customer purchasing the Aircraft and the purchase of the Used Aircraft by Boeing is non-transferable to a third party and requires
the continuous operation and ownership of the Used Aircraft by Customer.


 


		8.	Assignment.



 


Boeing reserves the
unrestricted right to transfer or assign all or a portion of its rights, title and interest in the Used Aircraft and its obligations
and benefits under any Acquisition Agreement to third parties. Customer shall cooperate with Boeing in complying with reasonable
documentation and insurance/indemnity requirements. Boeing agrees that no such transfer or assignment will materially change the
duty of or materially increase the burden or risk imposed on Customer.


 


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BOEING PROPRIETARY


 




    	 



    	 



    

 





 


		9.	Confidential Treatment



 


Customer understands
and agrees that the information contained herein represents confidential business information and has value precisely because it
is not available generally or to other parties. 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 perform its obligations under 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.


 


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BOEING PROPRIETARY


 




    	 



    	 



    

 





 


	Very truly yours,	 
	 	 
	THE BOEING COMPANY	 
	 	 	 
	By	/s/ Rocky E. Weller	 
	 	 	 
	Its	Attorney-In-Fact	 
	 	 
	ACCEPTED AND AGREED TO this	 
	 	 
	Date:	 	 
	 	 
	CHINA EASTERN AIRLINES CORPORATION,

LTD.	 
	 	 	 
	By		 
	 	 	 
	Its	 	 
	 	 
	CHINA EASTERN AVIATION IMPORT &

EXPORT CORPORATION	 
	 	 	 
	By		 
	 	 	 
	Its	 	 


 


	CEA-PA-03746-LA-1207459	 
	Aircraft Trade-In Matters	LA Page 5


BOEING PROPRIETARY