DATED 23rd
November 2012


 


CHINA
EASTERN AIRLINES CORPORATION LIMITED


as
the seller


 


and


 


AIRBUS
S.A.S.


as
the buyer


 


and


 


CHINA
EASTERN AVIATION IMPORT AND EXPORT CORPORATION


as
the Consenting Party


 


and


 


CHINA
EASTERN AIRLINES, WUHAN COMPANY


CHINA
EASTERN YUNNAN AIRLINES


CHINA
EASTERN AIRLINES JIANGSU LTD.


SHANGHAI
AIRLINES COMPANY LIMITED


as
Sellers


 


 






AIRCRAFT
SALE AND PURCHASE AGREEMENT


relating
to


EIGHT
(8) BOMBARDIER CRJ-200 AIRCRAFT


AND
TEN (10) EMBRAER ERJ-145 AIRCRAFT 


 






 


CT1242070


 




    	 



    	 



    

 


CONTENTS


 


	Clause	 	Page
	 	 	 
	1.	Definitions And Interpretation	2
	2.	Representations And Warranties	5
	3.	Agreement To Sell And Purchase	6
	4.	Conditions Precedent	6
	5.	Payments	7
	6.	Engines	9
	7.	Delivery Procedure And Acceptance	9
	8.	Total Loss Before Delivery	13
	9.	Condition Of Aircraft	13
	10.	Operational Indemnities	13
	11.	Tax Indemnities	14
	12.	Liability Insurance	15
	13.	Termination	15
	14.	A320 Non-Delivery	15
	15.	Co-Operation	15
	16.	Manufacturer’s Warranties	16
	17.	Benefit Of Agreement	16
	18.	Waiver	16
	19.	Remarketing	16
	20.	Notices	17
	21.	Miscellaneous	17
	22.	Confidentiality	19
	23.	Law And Jurisdiction	19


 




    	 



    	 



    

 


 


AIRCRAFT
SALE AND PURCHASE AGREEMENT (the Agreement) is made on ____________________________2012


 


BETWEEN:


 


		1.	CHINA EASTERN AIRLINES CORPORATION
LIMITED, a company incorporated and existing under the laws of the People’s Republic of China, having its registered office
at Hongqiao International Airport, No. 2550 Hongqiao Road, Shanghai 200335, the People’s Republic of China (referred to in this
Agreement as China Eastern);



 


		2.	AIRBUS S.A.S., a société
par actions simplifiée incorporated under the laws of France whose registered office is at 1 rond-point Maurice Bellonte
31700 Blagnac Cedex, France (referred to in this agreement as Airbus);



 


		3.	CHINA EASTERN AVIATION IMPORT AND EXPORT
CORPORATION, a company incorporated
and existing under the laws of the People’s Republic of China, having its principal place of business at Hongqiao International
Airport, No. 2550 Hongqiao Road, Shanghai 200335, the People’s Republic of China (referred to in this Agreement as the Consenting
Party);






 


		4.	CHINA
                                                                    EASTERN AIRLINES, WUHAN COMPANY, a company incorporated
                                                                    and existing under the laws of the People’s Republic of China,
                                                                    having its registered office at 188 Julong Avenue, Panlongcheng
                                                                    Economic & Technological Development Zone, Wuhan, the
                                                                    People’s Republic of China (referred to in this Agreement
                                                                    as CES WUHAN);



 


		5.	CHINA EASTERN YUNNAN AIRLINES,
a company incorporated and existing under the laws of the People’s Republic of China, having its registered office at Wujiaba International
Airport, Kunming, Yunnan Province, the People’s Republic of China (referred to in this Agreement as CES YUNNAN);



 


		6.	CHINA
                                                                    EASTERN AIRLINES JIANGSU LTD., a company incorporated
                                                                    and existing under the laws of the People’s Republic
                                                                    of China, having its registered office at Lukou International
                                                                    Airport, Nanjing, the People’s Republic of China (referred
                                                                    to in this Agreement as CES JIANGSU); and



 


		7.	SHANGHAI AIRLINES COMPANY LIMITED,
a company incorporated and existing under the laws of the People’s Republic of China, having its registered office at Room 511
Building 6 No. 92, Honggangsan Rd., Hongqiao Airport, Shanghai, the People’s Republic of China (referred to in this Agreement as
SHANGHAI AIRLINES).



 


WHEREAS:


 





	 	A.	China Eastern and Airbus entered into an aircraft general terms agreement on 15 June 2009 and an Airbus A320 family aircraft purchase agreement with reference CT10002329 on 30 December 2010 (together the “Original Purchase Agreement”).
	 	 	 
	 	B.	China Eastern and Airbus entered into a first amendment to the Original Purchase Agreement on 28 June 2012 (the “Amendment No. 1”).
	 	 	 
	 	C	***


 




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		D.	In connection with and in consideration of the Amendment No. 2, China Eastern has agreed to sell
or procure the sale of the Aircraft (as defined below) to Airbus or its nominee and Airbus has agreed to purchase or, as the case
may be, to procure the purchase of the Aircraft on the terms and conditions set out herein.



 


IT
IS AGREED as follows:


 


		1.	DEFINITIONS AND INTERPRETATION



 


		1.1	Definitions



 


In
this Agreement (including the Schedules to this Agreement) capitalised words and expressions have the following meanings:


 


***


 


Acceptance
Certificate means the acceptance certificate in respect of an Aircraft substantially in the form set out in Schedule 7.


 


Affiliate
means, with respect to any person or entity, any other person or entity directly or indirectly controlling or controlled by or
under common control with such person or entity or any of the member companies of the same group as such person or entity.


 


Airbus
Conditions Precedent means the documents, evidence and conditions specified in Schedule 5 each in form and substance satisfactory
to Airbus.


 


Airbus
Indemnitees means Airbus, any Airbus Nominee and any of their respective Affiliates, shareholders directors, officers, servants,
agents and employees.


 


Airbus
Nominee means, at Airbus’ election and with regard to each Aircraft, any person or entity that has been nominated by Airbus
(and notified to China Eastern in writing) to accept Delivery of such Aircraft in accordance with the terms and conditions set
out in this Agreement.


 


Aircraft
means each Airframe together with the Aircraft Documents, Engines, parts, equipment and accessories relating thereto.


 


Aircraft
Documents has the meaning given to it in Schedule 9.


 


Airframes
means:


 


		(a)	the eight (8) Bombardier CRJ-200 airframes
as more particularly described in Part 1 of Schedule 1; and/or



 


		(b)	the ten (10) Embraer ERJ-145 airframes as
more particularly described in Part 1 of Schedule 1,



 


(each
individually an Airframe).


 


Approved
Provider means:


 


		(a)	in the case of a Ferry Flight, the relevant
Seller, the Consenting Party or any Affiliate of China Eastern approved by Airbus in writing in advance; and



 




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		(b)	in the case of an Intermediate Storage or Longer Term Storage, any person approved by Airbus in writing
in advance.



 


Aviation
Authority means the Civil Aviation Administration of China (CAAC) and includes any successor agency to the CAAC.


 


Bill
of Sale means the bill of sale in respect of an Aircraft substantially in the form set out in Schedule 6.


 


Business
Day means: (i) any day other than a Saturday or Sunday on which business of the nature contemplated by this Agreement is carried
out in Toulouse, Shanghai and the location of any Airbus Nominee; and (ii) where used in relation to payments, any days on which
banks are open for business in Toulouse, Shanghai, New York and the location of any Airbus Nominee.


 


China
Eastern Conditions Precedent means the documents, evidence and conditions specified in Schedule 4, each in form and substance
satisfactory to China Eastern.


 


China
Eastern Indemnitees means China Eastern and any of its respective Affiliates, shareholders, directors, officers, servants,
agents and employees.


 


Conditions
Precedent means, collectively, the Airbus Conditions Precedent and the China Eastern Conditions Precedent.


 


Delivery
means, with regard to each Aircraft, the delivery of, sale and transfer of title to such Aircraft in accordance with Clause
7 (and the term Delivered shall be construed accordingly).


 


Delivery
Condition means the conditions set out in Schedule 9.


 


Delivery
Date means, with regard to each Aircraft, the actual date (being a Business Day) on which Delivery of such Aircraft occurs.


 


Delivery
Location means, in respect of each Aircraft, the location of Delivery of the Aircraft as specified in column 5 of Part 1 of
Schedule 1 or such other location as Airbus and China Eastern may agree in writing.


 


Engines
means, together, all of the engines listed in Part 2 of Schedule 1 and, with regard to a specific Aircraft, the two (2) of such
engines (of make and model relevant to that Aircraft type as specified in column 4 of Part 1 of Schedule 1) installed on or to
be installed on that Airframe at Delivery.


 


Ferry
Flight has the meaning given to it in clause 7.10.1.


 


Ferry
Flight Agreement has the meaning given to it in clause 7.10.4.


 


Ferry
Flight Destination has the meaning given to it in clause 7.10.1.


 


FOD
means foreign object damage.


 


Gross
Sale Price means, in respect of each Aircraft, the amount in US Dollars relevant to such Aircraft specified in column 7 of
Part 1 of Schedule 1.


 


Intermediate
Storage has the meaning given to it in clause 7.10.2.


 


Lien
means any mortgage, charge, assignment, pledge, lien, statutory right in rem, right of possession, attachment or detention, right
of set-off, title retention arrangement, encumbrance or any other arrangement which has the effect of giving another person any
security claim or interest.


 


Longer
Term Storage has the meaning given to it in clause 7.10.4.


 




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Losses
and Loss means as the context may require, costs, expenses, fees, interest, payments, demands, obligations, liabilities, claims,
suits, actions, proceedings, penalties, fines, damages, judgements, orders or other sanctions causing pecuniary or other economic
loss.


 


Manufacturer
Agreement has the meaning given to it in paragraph (e) of Schedule 5 to this Agreement.


 


Material
Damage means any incident or accident involving an Aircraft which would in have a material negative effect on the residual
value or utility of the Aircraft.


 


Non-PRC
Deduction has the meaning given to it in Clause 5.6.1.


 


Non-PRC
Taxes means any and all Taxes imposed from time to time by any political or government entity or taxation authority outside
the PRC.


 


PRC
means the People’s Republic of China.


 


PRC
Deduction has the meaning given to it in Clause 5.5.1.


 


PRC
Taxes means any and all Taxes imposed from time to time by any political or government entity or taxation authority in the
PRC.


 


Prospective
Lessee or Purchaser means, with regard to each Aircraft, any person or entity that has expressed an interest in writing to
Airbus (and that Airbus has notified to China Eastern in writing) to lease or purchase such Aircraft and who may participate in
the Aircraft inspection process, limited to a maximum of two such persons or entities for any one Aircraft.


 


Sale
Documents means this Agreement, the Bills of Sale, the Acceptance Certificates, any Ferry Flight Agreement(s), and Storage
Agreements(s), any other agreement in writing agreed by Airbus and China Eastern to be a Sale Document and any written agreement
amending or supplementing any of the foregoing.


 


Scheduled
Delivery Date has the meaning given to it in clause 7.1, such date being a Business Day (otherwise the Scheduled Delivery Date
shall be the next occurring Business Day).


 


Seller
means collectively each of CES WUHAN, CES YUNNAN, CES JIANGSU and SHANGHAI AIRLINES and in respect of each Aircraft the Seller
identified alongside such Aircraft in column 8 of Part 1 of Schedule 1.


 


Storage
Agreement has the meaning given to it in clause 7.10.5.


 


Taxes
means any and all taxes, (including, without limitation, gross receipts, franchise, capital, preferences, sales, rentals, use,
turnover, property (tangible and intangible), documentary, excise, stamp duties or value added taxes), levies, imposts, duties,
charges, surcharges, assessments or withholdings of any nature whatsoever together with any and all penalties, fines, additions
to tax and interest thereon or computed with reference thereto.


 


Termination
Event means any of the events or circumstances set out in Clause 13.1.


 


Total
Loss means, with respect to an Aircraft:


 


		(a)	***



 


		(b)	***



 






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		(c)	***



 


		(d)	***



 


Undelivered
A320 has the meaning given to it in Clause 14.1.


 


Undelivered
Aircraft means each Aircraft in respect of which sale by China Eastern or the relevant Seller and purchase by Airbus or by
an Airbus Nominee, as the case may be, under this Agreement has not yet been completed and in respect of which no Bill of Sale
has been signed and delivered.


 


US
Dollars and US$ shall mean the lawful currency of the United States.


 


		1.2	Interpretation



 


In
this Agreement (including the Schedules to this Agreement), unless the contrary intention is stated, a reference to:


 


		(i)	each of China Eastern, Airbus or any other
person includes, without prejudice to the provisions of this Agreement restricting transfer or assignment, any successor, assignee
or transferee;



 


		(ii)	words importing the plural shall include the singular and vice versa;



 


		(iii)	any document shall include that document
as amended, novated, assigned or supplemented;



 


		(iv)	a Clause or a Schedule is a reference
to a clause of or a schedule to this Agreement;



 


		(v)	any law, or to any specified
provision of any law, is a reference to such law or provision as amended, substituted or re enacted; and



 


		(vi)	airworthy and airworthiness
unless otherwise indicated means airworthiness according to all requirements of the Aviation Authority (passenger transport category
CCAR121) and the possession in respect of an Aircraft of a current Certificate of Airworthiness issued by the Aviation Authority.



 


Clause
and Schedule headings are for ease of reference only and shall not modify, define, expand or limit any of the terms or provisions
of this Agreement.


 


		2.	REPRESENTATIONS
AND WARRANTIES



 


		2.1	China
Eastern Representations and Warranties



 


China
Eastern represents and warrants to Airbus on the terms set out in Schedule 2. The representations and warranties in Schedule 2
will survive the execution of this Agreement and will be deemed to be repeated by China Eastern on the date hereof and on the Delivery
Date of each Aircraft with reference to the facts and circumstances then existing.


 


		2.2	Airbus’
Representations and Warranties



 


Airbus
represents and warrants to China Eastern on the terms set out in Schedule 3. The representations and warranties in Schedule 3 will
survive the execution of this Agreement and will be deemed to be repeated by Airbus on the date hereof and on the Delivery Date
of each Aircraft with reference to the facts and circumstances then existing.


 




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		2.3	No
                                                                                                       Prejudice



 


The
rights of Airbus and China Eastern in relation to any misrepresentation or breach of warranty by Airbus or, as the case may be,
China Eastern shall not be prejudiced by any investigation by or on behalf of Airbus or, as the case may be, China Eastern into
the affairs of such other party.


 


		3.	AGREEMENT
                                                                                                      TO SELL AND PURCHASE



 


		3.1	Subject to the terms and conditions of
this Agreement, China Eastern agrees to sell or procure the sale of each Aircraft to Airbus or, if applicable, to an Airbus Nominee
and Airbus agrees to purchase or, as the case may be, to procure the purchase of each Aircraft by such Airbus Nominee in the Delivery
Condition.



 


		3.2	Other than in respect of any transfer
made in accordance with Clause 17, Airbus will remain bound by the terms of this Agreement to the extent that any Airbus Nominee
fails to perform.



 


		3.3	Other than in respect of any transfer
made in accordance with Clause 17, China Eastern will remain bound by the terms of this Agreement to the extent that any Seller
fails to perform.



 


		4.	CONDITIONS
                                                                                                      PRECEDENT



 


		4.1	China
                                                                                                       Eastern Conditions Precedent



 


		4.1.1	The obligation of China Eastern to sell
or to procure the sale of each Aircraft shall be subject to fulfilment of the China Eastern Conditions Precedent set out in Schedule
4, on or prior to the date for fulfilment of such China Eastern Conditions Precedent (except to the extent that China Eastern agrees
in writing in its absolute discretion to waive or defer any such condition).



 


		4.1.2	The China Eastern Conditions Precedent
have been inserted for the benefit of China Eastern and may be waived in writing, in whole or in part and with or without conditions,
by China Eastern without prejudicing the right of China Eastern to receive fulfilment of such conditions, in whole or in part,
at any time thereafter.



 


		4.2	Airbus
                                                                                                   Conditions Precedent



 


		4.2.1	The obligation of Airbus to purchase or,
as the case may be, to procure the purchase by the Airbus Nominee of each Aircraft shall be subject to fulfilment of the Airbus
Conditions Precedent set out in Schedule 5, on or prior to the date for fulfilment of such Airbus Conditions Precedent (except
to the extent that Airbus agrees in writing in its absolute discretion to waive or defer any such condition).



 


		4.2.2	The Airbus Conditions Precedent have been
inserted for the benefit of Airbus and may be waived in writing, in whole or in part and with or without conditions, by Airbus
without prejudicing the right of Airbus to receive fulfilment of such conditions, in whole or in part, at any time thereafter.



 


		4.3	Non-fulfilment
                                                                                                   of Conditions Precedent



 


If
any of the Conditions Precedent remain outstanding on an Aircraft’s Scheduled Delivery Date and are not waived or deferred
in writing by China Eastern or, as the case may be, Airbus, the relevant provisions of Clause 7.2 shall apply.


 




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		5.	PAYMENTS



 


		5.1	Gross Sale Price



 


The
purchase price for each Aircraft shall be an amount in US Dollars equal to the Gross Sale Price of suchAircraft.


 


		5.2	Clause 5.2



 


Intentionally
left blank.


 


		5.3	Payment
of Gross Sale Price



 


Airbus
shall on the Delivery Date of each Aircraft pay or procure the payment to China Eastern of the Gross Sale Price in respect of such
Aircraft, such payment to be made in accordance with the provisions of Clauses 5.4 to 5.9 below.


 


		5.4	Taxes



 


		5.4.1	***



 


		5.4.2	***



 


		5.4.3	***



 


		5.4.4	***



 


		5.5	No
gross-up - Airbus



 


		5.5.1	***



 


(a)
***


 


(b)
***


 


(c)
***


 




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		5.5.2	***



 


		5.5.3	***



 


		5.6	Gross-up
                                                                                - Airbus



 


		5.6.1	***



 


		5.6.2	***



 


		5.7	No
                                                                                gross-up - China Eastern



 


		5.7.1	***



 


(a)
***


 


(b)
***


 


(c)
***


 


		5.7.2	***



 


		5.7.3	***



 




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		5.8	Gross-up
- China Eastern



 


		5.8.1	***



 


		5.8.2	***



 


		5.9	Payments



 


Airbus
shall pay or, as the case may be, procure the payment of each Gross Sale Price in US Dollars in immediately available funds by
wire transfer to the following account:


 


	Beneficiary: 	***
	Account Number: 	***
	Receiving Bank:	***
	SWIFT Address:	***


 


If
any payment would otherwise be due on a non Business Day, it will be due on the next succeeding Business Day.


 


		6.	ENGINES



 


Each
Aircraft shall be Delivered with two (2) of the Engines listed in Part 2 of Schedule 1 installed
(of make and model relevant to that Aircraft type). The engine serial numbers ***


 


		7.	DELIVERY
PROCEDURE AND ACCEPTANCE



 


		7.1	Scheduled
Delivery Dates



 


Airbus
and China Eastern agree that the Aircraft shall each be Delivered during the quarters
set out in column 6 of Part 1 of Schedule 1 *** (each a Scheduled Delivery Date).


 


		7.2	Late
Delivery



 


		7.2.1	China Eastern shall immediately notify
Airbus upon becoming aware of any circumstances which could result in China Eastern not being in a position to tender or procure
the tender of any Aircraft for Delivery on its Scheduled Delivery Date.



 




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		7.2.2	***



 


		7.3	Delivery
                                                                                                                         Condition



 


Airbus’
obligation to purchase each Aircraft is conditional upon each Aircraft complying on its Delivery Date with the Delivery Condition.


 


		7.4	Inspection



 


With
regard to each Aircraft, Airbus and any Airbus Nominee shall be entitled to conduct a physical inspection and records analysis
in accordance with and in the manner set out in Schedule 9 for the purposes of confirming that such Aircraft meets the Delivery
Condition and is otherwise airworthy and in good working order and repair.


 


		7.5	Delivery



 


China
Eastern shall tender or procure the tender of each Aircraft for Delivery to Airbus or, as the case may be, any Airbus Nominee in
the Delivery Condition at the Delivery Location on the Scheduled Delivery Date.


 


		7.6	Acceptance



 


Subject
to the terms and conditions of this Agreement and the receipt or waiver by Airbus of the Airbus Conditions Precedent set out in
Schedule 5, Airbus shall be obliged to accept delivery (or to procure that the Airbus Nominee accepts delivery) of each Aircraft
when tendered for delivery in accordance with the terms of this Agreement and to execute and deliver (or to procure that the Airbus
Nominee executes and delivers) the Acceptance Certificate in respect of such Aircraft, which shall be conclusive evidence of the
matters stated therein.


 




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		7.7	Transfer
of Title



 


With
regard to each Aircraft, upon:


 


		7.7.1	delivery to China Eastern of the Acceptance
Certificate relating to such Aircraft duly executed by Airbus or by the Airbus Nominee, as applicable; and



 


		7.7.2	receipt or waiver by China Eastern of the
China Eastern Conditions Precedent set out in Schedule 4,



 


China
Eastern shall pass, or shall procure the passing of, title to such Aircraft to Airbus or, as the case may be, the Airbus Nominee
by delivering a Bill of Sale, with full title guarantee freeandclearof allLiens.


 


		7.8	Risk
Passing



 


The
risk of loss or destruction of each Aircraft or damage to such Aircraft shall pass to Airbus or, as the case may be, to the Airbus
Nominee upon Delivery.


 


		7.9	Exportation
&CustomsClearance



 


***


 


		7.10	Post-Delivery Ferry Flights / Intermediate Storage
/ Longer Term Storage



 


		7.10.1	***



 


		7.10.2	***



 


		7.10.3	***



 


		(a)	***



 


		(b)	***



 




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		(c)	***



 


		(d)	***



 


		(e)	***



 


		(f)	***



 


		(g)	***



 


		(h)	***



 


		7.10.4	***



 


		7.10.5	***



 




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		8.	TOTAL
                                                                                                                        LOSS BEFORE
                                                                                                                        DELIVERY



 


***


 


		9.	CONDITION
                                                                                                                        OF AIRCRAFT



 


		9.1	Disclaimers



 


SUBJECT
ALWAYS TO THE TERMS AND CONDITIONS SET OUT IN THIS AGREEMENT AND TO EACH AIRCRAFT BEING IN THE REQUIRED DELIVERY CONDITION, AIRBUS
AGREES THAT AS BETWEEN AIRBUS AND CHINA EASTERN EACH AIRCRAFT AND EACH PART THEREOF IS TO BE SOLD AND PURCHASED ON AN AS IS,
WHERE IS BASIS AS AT ITS DELIVERY DATE, AND, EXCEPT AS EXPRESSLY SET OUT IN THIS AGREEMENT AND THE OTHER SALE DOCUMENTS, NO
TERM, CONDITION, WARRANTY, REPRESENTATION OR IN RESPECT OF THE AIRWORTHINESS, VALUE, QUALITY, DURABILITY, CONDITION, DESIGN, OPERATION,
DESCRIPTION, MERCHANTABILITY OR FITNESS FOR USE OR PURPOSE OF SUCH AIRCRAFT OR ANY PART THEREOF, AS TO THE ABSENCE OF LATENT, INHERENT
OR OTHER DEFECTS (WHETHER OR NOT DISCOVERABLE), AS TO THE COMPLETENESS OR CONDITION OF THE TECHNICAL RECORDS, OR AS TO THE ABSENCE
OF ANY INFRINGEMENT OF ANY PATENT, COPYRIGHT, DESIGN, OR OTHER PROPRIETARY RIGHTS; AND, EXCEPT AS EXPRESSLY SET OUT IN THIS AGREEMENT
AND THE OTHER SALE DOCUMENTS, ALL CONDITIONS, WARRANTIES AND REPRESENTATIONS (OR OBLIGATION OR LIABILITY, IN CONTRACT OR IN TORT)
IN RELATION TO ANY OF THOSE MATTERS, EXPRESSED OR IMPLIED, STATUTORY OR OTHERWISE, ARE EXPRESSLY EXCLUDED.


 


		9.2	Waiver



 


AIRBUS
HEREBY WAIVES, AS BETWEEN ITSELF (ON THE ONE HAND) AND CHINA EASTERN (ON THE OTHER HAND), ALL OF ITS RIGHTS IN RESPECT OF ANY WARRANTY
OR REPRESENTATION, ON THE PART OF CHINA EASTERN AND ALL CLAIMS AGAINST CHINA EASTERN HOWSOEVER AND WHENEVER ARISING AT ANY TIME
IN RESPECT OF OR OUT OF THE OPERATION OR PERFORMANCE OF EACH AIRCRAFT, THIS AGREEMENT OR THE OTHER SALE DOCUMENTS, PROVIDED ALWAYS
THAT THIS WAIVER SHALL NOT APPLY TO THE WARRANTIES AND REPRESENTATIONS GIVEN BY CHINA EASTERN TO AIRBUS IN ANY OF THE SALE DOCUMENTS.


 


		10.	OPERATIONAL
                                                                                                                         INDEMNITIES



 


		10.1	***



 






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		(i)	***



 


		(ii)	***



 


		(iii)	***




 


		10.2	***



 


		(i)	***



 


		(ii)	***



 


		(iii)	***



 


		10.3	The obligations of China Eastern and Airbus
to make any payment pursuant to this Clause 10 are continuing obligations and shall remain in full force and effect notwithstanding
any termination of this Agreement.



 


		11.	TAX INDEMNITIES



 


		11.1	***



 


		11.2	***



 


		11.3	***



 







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		12.	LIABILITY
                                                                   INSURANCE



 


Airbus
shall maintain or procure that liability insurance is maintained in respect of each Aircraft with China Eastern or the relevant
Seller, as the case may be, as additional insured during the period commencing on its Delivery Date and ending on the earlier
of:


 


***





 


		13.	TERMINATION



 


		13.1	The
                                                             termination of the A320 Purchase Agreement for any reason in accordance
                                                             with its terms with respect to any or all of the A320 Aircraft shall
                                                             be a Termination Event and shall constitute a repudiatory
                                                             breach by China Eastern of this Agreement.



 


		13.2	If a Termination Event occurs, Airbus
may, at its option and without prejudice to any other rights it may then have, at any time thereafter terminate all or part this
Agreement and any other Sale Documents (including, without limitation, with respect to any or all Undelivered Aircraft), whereupon
all or part (as applicable) of this Agreement and any such Sale Documents shall be of no further force and effect.



 


		13.3	***



 


		14.	***



 


		14.1	***



 


		14.2	***



 


		15.	CO-OPERATION



 


Airbus
requests and China Eastern undertakes at its own cost to cooperate (and to ensure the cooperation of each Seller) fully with Airbus
at all times and to provide (and to ensure the provision by each Seller of) all assistance and access as may be reasonable within
its power to facilitate the remarketing of each Aircraft by Airbus to any third party or potential Airbus Nominee, provided that
such co-operation does not unreasonably disrupt the scheduled revenue passenger operations of each Aircraft.


 










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 Reference CT1242070	15



    	 



    

 


		16.	MANUFACTURER’S
                                                                 WARRANTIES



 


		16.1	China Eastern hereby agrees to procure
the assignment to Airbus or, as the case may be, to the Airbus Nominee of any remaining and assignable warranties of any manufacturer,
vendor or repairer which may exist at Delivery.



 


		16.2	If it is not possible for China Eastern
to assign certain remaining warranties of any manufacturer, vendor or repairer which may exist at Delivery, China Eastern agrees
to use its best endeavours to procure that the benefit of such warranties is transferred to or is otherwise accounted for to Airbus
or, as the case may be, to the Airbus Nominee.



 


		17.	BENEFIT
                                                                 OF AGREEMENT



 


Airbus
shall at any time have (i) the right to nominate an Airbus Nominee to act as buyer in accordance with the terms and conditions
set out in this Agreement and/or (ii) the right to assign, sell, transfer or otherwise dispose of its rights and obligations under
this Agreement and the other Sale Documents to any person with the consent of China Eastern (not to be unreasonably withheld).
The agreements contained in this Agreement are, without prejudice to China Eastern’s right to nominate an Approved Provider under
Clause 7.10 or to procure the sale of any Aircraft by a Seller, personal to China Eastern and none of China Eastern, the Sellers
and the Consenting Party may assign, transfer, novate or otherwise dispose of any of its rights or obligations under this Agreement
or the Sale Documents without the prior written agreement of Airbus.


 


		18.	WAIVER



 


		18.1	The failure of any party to enforce at
any time any of the provisions of this Agreement, or to exercise any option herein provided, or to require at any time performance
by the other party of any of the provisions herein, shall in no way be construed to be a present or future waiver of such provision
nor in any way affect the validity of this Agreement or any part thereof or the right of the other party thereafter to enforce
each and every such provision.



 


		18.2	The waiver by any party to any provision,
condition or requirement of this Agreement (otherwise than by express waiver or a variation in writing) shall not constitute a
waiver of any future obligation to comply with such provision, condition or requirement.



 


		18.3	The rights, remedies, powers and privileges
herein provided are cumulative and not exclusive of any rights, remedies, powers and privileges provided by applicable law.



 


		19.	REMARKETING



 


***


 


		(a)	***



 










    	Aircraft Sale and Purchase Agreement
 Reference CT1242070	16



    	 



    

 


		(b)	***



 


		(c)	***



 


***


 


		20.	NOTICES



 


All
notices under or in connection with this Agreement will, unless otherwise stated, be given in writing by letter or facsimile. Any
such notice is deemed effectively to be given as follows:


 


		20.1	if
by letter, when delivered; and



 


		20.2	if by facsimile, when transmitted and full
transmission has been confirmed by the sender’s fax machine.



 


The
address and facsimile numbers of China Eastern and Airbus are as follows:


 


	China Eastern:	China Eastern Airlines Corporation Limited
	 	 
	Address:	Hongqiao International Airport

 No. 2550 Hongqiao Road 

Shanghai 200335 

People’s Republic of China
	 	 
	Attention:	Manager - Fleet Planning
	Facsimile:	+86 21 62686393
	 	 
	Airbus:	Airbus S.A.S.
	Address:	1 rond-point Maurice Bellonte 

31707 Blagnac CEDEX 

France
	 	 
	Attention:	Vice President - Asset Management
	Facsimile:	+33 5 61 93 30 37


 


 


		21.	MISCELLANEOUS



 


		21.1	Severability



 


If
a provision of this Agreement or any of the other Sale Documents is or becomes illegal, invalid or unenforceable in any jurisdiction
that will not affect:


 


		21.1.1	the legality, validity or enforceability
in that jurisdiction of any other provision of this Agreement or the Sale Documents; or



 


		21.1.2	the legality, validity or enforceability
in any other jurisdiction of that or any other provision of this Agreement or the Sale Documents.



 





		21.2	Expenses
	 	 	 
	 	 	***


 













    	Aircraft Sale and Purchase Agreement
 Reference CT1242070	17



    	 



    

  


		21.3	Sole
                                                                               and Entire Agreement



 


This
Agreement contains the entire agreement between the parties in relation to the matters referred to herein and supersedes any previous
understandings, commitments or representations whatsoever oral or written. No provision of this Agreement may be changed, waived
or discharged except by an instrument in writing signed by all parties (or by their duly authorised representatives or agents).


 


		21.4	Language



 


All
notices to be given under this Agreement will be in English. All other documents delivered to China Eastern by Airbus or, as the
case may be, delivered to Airbus by China Eastern, pursuant to this Agreement will (unless otherwise expressly stated herein) be
in English, or if not in English, will be accompanied by a certified English translation. If there is any inconsistency between
the English version of this Agreement and any version in any other language, the English version will prevail.


 


		21.5	Time
                                                                               of the Essence



 


The
time stipulated in this Agreement for the performance of the payment obligations of Airbus or China Eastern, as the case may be,
under this Agreement shall be of the essence of this Agreement.


 


		21.6	Counterparts



 


This
Agreement may be executed in counterparts, each of which will constitute one and the same document.


 


		21.7	Further
                                                                               Assurances



 


Airbus
and China Eastern each agree from time to time and at the requesting party’s cost to do and perform such other and further
acts and execute and deliver any and all such other instruments as may be required by law or requested by the other party to establish,
maintain and protect the rights and remedies of such party and to carry out and effect the intent and purpose of this Agreement.


 


		21.8	Third
                                                                               Party Rights



 


The
parties do not intend that any term of this Agreement shall be enforceable solely by virtue of the Contracts (Rights of Third
Parties) Act 1999 (the Act) by any person who is not a party to this Agreement. The parties may rescind, vary, waive, release,
assign, novate or otherwise dispose of all or any of their respective rights or obligations under this Agreement in accordance
with the terms of this Agreement without the consent of any person who is not a party to this Agreement.


 


		21.9	No
                                                                               Brokers



 


Airbus
and China Eastern each represent and warrant to the other that it has not paid, agreed to pay or caused to be paid directly or
indirectly in any form any commission, percentage, contingent fee, brokerage or other similar payments of any kind, in connection
with this Agreement or the other Sale Documents or any of the transactions contemplated hereby or thereby.  Each party agrees to
indemnify and hold the others harmless from and against any and all claims, suits, damages, costs and expenses (including reasonable
legal fees) asserted by any agent, broker or third party appointed by the indemnifying party in respect of any commission or compensation
of any nature whatsoever based upon the Aircraft, this Agreement, the other Sale Documents or any of the transactions contemplated
hereby or thereby.


 










    	Aircraft Sale and Purchase Agreement
 Reference CT1242070	18



    	 



    

 


		21.10	Consenting
                                                              Party and Sellers



 


The
Consenting Party and each of the Sellers signs this Agreement in acknowledgement of its terms and does not, unless otherwise expressly
stated, have any rights or obligations arising under or out of this Agreement.


 


		22.	CONFIDENTIALITY



 


		22.1	This
                                                             Agreement (and its existence) and any data exchanged between the
                                                             parties in connection with this Agreement (together the Confidential
                                                             Information) shall be treated by the parties as confidential
                                                             and shall not be released in whole or in part to any third party
                                                             except:



 


		22.1.1	as may be required by law;
	 	 	 



		22.1.2	to appointed legal, tax or accounting
advisors who are bound by a professional duty of confidentiality and who need to be involved for the implementation of the transactions
contemplated by this Agreement;
	 	 	 



		22.1.3	by Airbus to an Airbus Nominee;
	 	 	 



		22.1.4	otherwise in accordance with Clause 22.2.2
below.



 


		22.2	Without prejudice to the foregoing, the
parties agree:



 


		22.2.1	not to make any press release concerning
the Confidential Information without the prior written consent of the other party hereto; and



 


		22.2.2	that
                                                                  each party shall enter into consultations with the others reasonably
                                                                  in advance of any required disclosure of Confidential Information
                                                                  to a third party (the Receiving Party) and that any subsequent
                                                                  disclosure to a Relevant Party shall be subject to written agreement
                                                                  between China Eastern and Airbus, including in particular, but
                                                                  not limited to, the following details:



 


		(a)	the
contact details of the Receiving Party; and



 


		(b)	the
nature and extent of the Confidential Information being disclosed.



 


		22.3	In the case of a disclosure of Confidential
Information by China Eastern, any Seller or the Consenting Party in connection with any filing required to be made with any governmental
or regulatory agency, China Eastern, such Seller and the Consenting Party shall use their best efforts to limit the disclosure
of the Confidential Information to the minimum that is legally required. China Eastern agrees that prior to any such disclosure
or filing, Airbus and China Eastern shall jointly review and agree on the Confidential Information to be filed or disclosed.



 


		22.4	The provisions of this Clause 22 shall
survive any termination of this Agreement for a period of twelve (12) years after the date of Delivery of the last Aircraft to
be delivered under this Agreement.



 


		23.	LAW
                                                            AND JURISDICTION



 


		23.1	This Agreement and the relationship between
the parties shall be governed by and construed in accordance with English law.



 


		23.2	The courts of England are to have jurisdiction
to settle any disputes arising under or in connection with this Agreement and each party submits to the non-exclusive jurisdiction
of the English courts with respect to such disputes



 










    	Aircraft Sale and Purchase Agreement
 Reference CT1242070	19



    	 



    

 


		23.3	Each
party:



 


		23.3.1	waives objection to the English courts
on grounds of forum non conveniens or otherwise as regards proceedings in connection with this Agreement;



 


		23.3.2	agrees that a judgment or order of an
English court in connection with this Agreement is conclusive and binding on it and may be enforced against it in the courts of
any other jurisdiction.



 


		23.4	Without
prejudice to any other mode of service allowed under any relevant law:



 


		23.4.1	China Eastern, the Sellers and the Consenting
Party appoint China Eastern Airlines London Office of 37-39 George Street, London, W1U 3QD, United Kingdom as their agent for service
of process in relation to any proceedings before the English courts in connection with any Sale Document; and



 


		23.4.2	Airbus appoints Airbus Operations Limited,
New Filton House, Filton, Bristol, BS99 7AR, United Kingdom as its agent for service of process in relation to any proceedings
before the English courts in connection with any Sale Document; and



 


all
parties agree that failure by a process agent to notify them of the process will not invalidate the proceedings concerned.


 


IN
WITNESS whereof this Agreement has been signed on the day and year first above written.


 










    	Aircraft Sale and Purchase Agreement
 Reference CT1242070	20



    	 



    

 


SCHEDULE
1


 


AIRCRAFT


 


Part
1


 





	 	 	1

                                                                                                              

        Airframe

        

        Make/Model
	 	2

                                                                                                              Manufacturer’s
                                                                                                              

                                                                                                              Serial
                                                                                                              Number
	 	3

                                                                                                              

        Chinese

        

        Registration
	 	4

                                                                                                              

        Engine

        

        Make/Model
	 	5

        Delivery
        Location
	 	6

                                                                                                              

        Scheduled
        

        Delivery Date
	 	7

                                                                                                              

        Gross
        Sale Price 

        (US$)
	 	8

                                                                                                              

        Seller
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	1.	 	Bombardier

        CRJ-200
	 	7571	 	B-3013	 	CF34-3B1	 	Kunming	 	***	 	***	 	CES
    YUNNAN	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	2.	 	Bombardier

        CRJ-200
	 	7581	 	B-3019	 	CF34-3B1	 	Kunming	 	***	 	***	 	CES
    YUNNAN	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	3.	 	Bombardier

        CRJ-200
	 	7596	 	B-3021	 	CF34-3B1	 	Kunming	 	***	 	***	 	CES
    YUNNAN	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	4.	 	Bombardier

        CRJ-200
	 	7647	 	B-3070	 	CF34-3B1	 	Kunming	 	***	 	***	 	CES
    YUNNAN	 







 










    	Aircraft Sale and Purchase Agreement
 Reference CT1242070	21



    	 



    









 


	 	 	1

                                                                                                              

        Airframe

        

        Make/Model
	 	2

                                                                                                              Manufacturer’s
                                                                                                              

                                                                                                              Serial
                                                                                                              Number
	 	3

                                                                                                              

        Chinese

        

        Registration
	 	4

                                                                                                              

        Engine

        

        Make/Model
	 	5

        Delivery
        Location
	 	6

                                                                                                              

        Scheduled
        

        Delivery Date
	 	7

                                                                                                              

        Gross
        Sale Price 

        (US$)
	 	8

                                                                                                              

        Seller
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	5.	 	Bombardier

        CRJ-200
	 	7684	 	B-3071	 	CF34-3B1	 	Kunming	 	***	 	***	 	CES
    YUNNAN	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	6.	 	Bombardier

        CRJ-200
	 	7453	 	B-3018	 	CF34-3B1	 	Shanghai	 	***	 	***	 	SHANGHAI

        AIRLINES
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	7.	 	Bombardier

        CRJ-200
	 	7459	 	B-3020	 	CF34-3B1	 	Shanghai	 	***	 	***	 	SHANGHAI

        AIRLINES
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	8.	 	Bombardier

        CRJ-200
	 	7556	 	B-3011	 	CF34-3B1	 	Shanghai	 	***	 	***	 	SHANGHAI

        AIRLINES
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	9.	 	Embraer

        ERJ-145
	 	14500839	 	B-3049	 	AE3007A1	 	Nanjing	 	***	 	***	 	CES
    JIANGSU	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	10.	 	Embraer

        ERJ-145
	 	14500848	 	B-3050	 	AE3007A1	 	Nanjing	 	***	 	***	 	CES
    JIANGSU	 










 










    	Aircraft Sale and Purchase Agreement
 Reference CT1242070	22



    	 



    

 


	 	 	1

                                                                                                              

        Airframe

        

        Make/Model
	 	2

                                                                                                              Manufacturer’s
                                                                                                              

                                                                                                              Serial Number
	 	3

                                                                                                              

        Chinese

        

        Registration
	 	4

                                                                                                              

        Engine

        

        Make/Model
	 	5

        Delivery
        Location
	 	6

                                                                                                              

        Scheduled
        

        Delivery Date
	 	7

                                                                                                              

        Gross
        Sale Price 

        (US$)
	 	8

                                                                                                              

        Seller
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	11.	 	Embraer

        ERJ-145
	 	14500898	 	B-3051	 	AE3007A1	 	Nanjing	 	***	 	***	 	CES
    JIANGSU	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	12.	 	Embraer

        ERJ-145
	 	14500905	 	B-3052	 	AE3007A1	 	Nanjing	 	***	 	***	 	CES
    JIANGSU	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	13.	 	Embraer

        ERJ-145
	 	14500882	 	B-3053	 	AE3007A1	 	Nanjing	 	***	 	***	 	CES
    JIANGSU	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	14.	 	Embraer

        ERJ-145
	 	14500921	 	B-3055	 	AE3007A1	 	Wuhan	 	***	 	 ***	 	CES
    WUHAN	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	15.	 	Embraer

        ERJ-145
	 	14500928	 	B-3056	 	AE3007A1	 	Wuhan	 	***	 	 ***	 	CES
    WUHAN	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	16.	 	Embraer

        ERJ-145
	 	14500932	 	B-3057	 	AE3007A1	 	Wuhan	 	 ***	 	 ***	 	CES
    WUHAN	 



 













    	Aircraft Sale and Purchase Agreement
 Reference CT1242070	23



    	 



    

 


	 	 	1

                                                                                                              

        Airframe

        

        Make/Model
	 	2

                                                                                                              Manufacturer’s
                                                                                                              

                                                                                                              Serial
                                                                                                              Number
	 	3

                                                                                                              

        Chinese

        

        Registration
	 	4

                                                                                                              

        Engine

        

        Make/Model
	 	5

        Delivery
        Location
	 	6

                                                                                                              

        Scheduled
        

        Delivery Date
	 	7

                                                                                                              

        Gross
        Sale Price 

        (US$)
	 	8

                                                                                                              

        Seller
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	17.	 	Embraer

        ERJ-145
	 	14500958	 	B-3058	 	AE3007A1	 	Wuhan	 	***	 	***	 	CES
    WUHAN	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	18.	 	Embraer

        ERJ-145
	 	14500949	 	B-3059	 	AE3007A1	 	Wuhan	 	***	 	***	 	CES
    WUHAN	 


  













    	Aircraft Sale and Purchase Agreement
 Reference CT1242070	24



    	 



    

 


Part
2


 


Engine
Make/Model: CF34-3B1 (16 of the following 19 engine pool)


 





	Engine Serial Numbers
	 
	873589	873246
	873161	873493
	872856	872878
	873195	873387
	873235	872855
	873390	873123
	873164	872877
	873234	873118
	873490	873388
	873200	 










 


Engine
Make/Model: AE3007A1 (20 of the following 24 engine pool)


 





	Engine Serial Numbers
	 
	CAE-312818	CAE-312866	CAE-313006	CAE-312963
	CAE-312819	CAE-312878	CAE-313014	CAE-312979
	CAE-312853	CAE-312854	CAE-312952	CAE-312855
	CAE-312938	CAE-312940	CAE-313013	CAE-312863
	CAE-312777	CAE-313005	CAE-312957	CAE-312982
	CAE-312861	CAE-313039	CAE-312980	CAE-313040







 










    	Aircraft Sale and Purchase Agreement
 Reference CT1242070	25



    	 



    

 


SCHEDULE 2


 


CHINA
EASTERN REPRESENTATIONS AND WARRANTIES


 


China
Eastern represents and warrants to Airbus that:


 


		(a)	Status:
                                                          China Eastern and each Seller are companies duly incorporated under
                                                          the laws of China and each Seller is a wholly owned subsidiary of China
                                                          Eastern;



 


		(b)	Power
                                                          and authority: China Eastern and each Seller have the power to:
                                                          (i) enter into and perform and have taken all necessary action to authorise
                                                          the entry into, performance and delivery of this Agreement and the other
                                                          Sale Documents to which they are party; (ii) to own their assets; and
                                                          (iii) carry on their business as it is being conducted;



 


		(c)	Legal
                                                          validity: this Agreement and the other Sale Documents to which China
                                                          Eastern and each Seller are party constitute, or when entered into will
                                                          constitute, China Eastern’s and/or such Seller’s legal,
                                                          valid and binding obligation;



 


		(d)	Non-conflict:
                                                          neither the execution and delivery of this Agreement or any of the other
                                                          Sale Documents to which China Eastern or any Seller is party, nor the
                                                          performance of any of the obligations contained herein or therein will
                                                          contravene any law, judgement or order by which China Eastern or such
                                                          Seller or any of their assets is bound or affected; and



 


		(e)	No
                                                          immunity:



 


		(i)	China Eastern and each Seller are subject
to civil commercial law with respect to their obligations under this Agreement and the other Sale Documents to which they are party;
and



 


		(ii)	none of China Eastern, each Seller nor
any of their assets are entitled to any right of immunity, and the entry into and performance of this Agreement and the other Sale
Documents to which they are party constitute private and commercial acts.



 


		(f)	No Liens: at the Delivery the
                                                          Aircraft shall be free and clear of all Liens.



 










    	Aircraft Sale and Purchase Agreement
 Reference CT1242070	26



    	 



    

 


SCHEDULE
3


 


AIRBUS
REPRESENTATIONS AND WARRANTIES


 


Airbus
represents and warrants to China Eastern that:


 


		(g)	Status:
                                                            Airbus is a company duly incorporated under the laws of France.



 


		(h)	Power
                                                            and authority: Airbus has the power to enter into and perform,
                                                            and has taken all necessary corporate action to (i) authorise the
                                                            entry into, performance and delivery of this Agreement and the other
                                                            Sale Documents to which it is party; (ii) own its assets; and (iii)
                                                            carry on its business as it is being conducted.








 


		(i)	Legal
                                                            validity: this Agreement and the other Sale Documents to which
                                                            it is a party constitutes, or when entered into will constitute, Airbus’
                                                            legal, valid and binding obligations enforceable against Airbus in
                                                            accordance with the terms hereof and thereof;



 


		(j)	Non-conflict: neither the execution
                                                            and delivery of this Agreement or any of the other Sale Documents
                                                            to which Airbus is party, nor the performance of any of the obligations
                                                            contained herein or therein will contravene any law, judgement or
                                                            order by which Airbus or any of its assets are bound or affected;



 








		(k)	No immunity:



 


		(i)	Airbus is subject to civil commercial
law with respect to its obligations under this Agreement and the other Sale Documents to which it is a party; and
	 	 	 



		(ii)	neither Airbus nor any of its assets is
entitled to any right of immunity, and the entry into and performance by Airbus of this Agreement and the other Sale Documents
to which it is a party constitute private and commercial acts.



 










    	Aircraft Sale and Purchase Agreement
 Reference CT1242070	27



    	 



    

 


SCHEDULE
4


 


CHINA
EASTERN CONDITIONS PRECEDENT


 


The
obligation of China Eastern to sell and deliver an Aircraft or to procure the sale and delivery of an Aircraft on the terms and
conditions set out in this Agreement is conditional upon satisfaction in full, on the Delivery Date, of the following conditions,
each in form and substance satisfactory to China Eastern:


 


		(a)	Insurance:
                                                                                     ***



 


		(b)	Licences,
                                                                                     Consents and Registrations: ***



 


		(c)	No
                                                                                     Default: 
                                                                                     ***



 


		(d)	Representations:
                                                                                     ***



 


		(e)	Legality:
                                                                                     ***



 


		(f)	No
                                                                                     Total Loss or Material Damage: ***



 


		(g)	Gross
                                                                                     Sale Price: ***



 


		(h)	Opinion
                                                                                     ***



 


		(i)	Powers
                                                                                                                          of Attorney:
                                                                                                                          ***



 


		(j)	Corporate
                                                                                     Certificate: ***



 


		(k)	Sale
                                                                                                                          Documents:
                                                                                                                          ***



 










    	Aircraft Sale and Purchase Agreement
 Reference CT1242070	28



    	 



    

 

 


SCHEDULE
5


 


AIRBUS
CONDITIONS PRECEDENT


 


The
obligation of Airbus to purchase or procure the purchase of an Aircraft on the terms and conditions set out in this Agreement is
conditional upon satisfaction in full, on the Delivery Date (unless otherwise stated), of the following conditions, each in form
and substance satisfactory to Airbus:


 


		(a)	Corporate
                                                                  Certificate: ***



 


		(b)	Opinions:
                                                                  ***



 


		(c)	Licences,
                                                                  Consents and Registrations: ***



 


		(d)	***



 


		(e)	***



 


		(i)	***



 


		(ii)	***



 


		(iii)	***



 


		(f)	Representations:
                                                           ***



 


		(g)	Legality:
                                                           ***



 




    	Aircraft Sale and Purchase Agreement
Reference CT1242070	 	29



    	 



    

 


		(h)	No Total Loss or Material Damage:
                                                           ***



 


		(i)	Delivery
                                                           Condition: ***



 


		(j)	Delivery Location:
                                                                  ***



 


		(k)	Process Agent:
                                                           ***



 


		(l)	Sale Documents:
                                                           ***



 




    	Aircraft Sale and Purchase Agreement
Reference CT1242070	 	30



    	 



    

 


SCHEDULE
6


 


FORM
OF BILL OF SALE


 


BILL
OF SALE


 


For
valuable consideration, the receipt and sufficiency of which is hereby acknowledged, [          ]
(Seller), owner of the aircraft described below (hereinafter referred to as the Aircraft):


 


		1.	one (1) [          ]
aircraft bearing manufacturer’s serial number [          ];



 


		2.	two
(2) [         ] engines bearing manufacturer’s serial numbers [         ]
and [         ];



 


		3.	all equipment, accessories and parts belonging
to, installed in or appurtenant to such Aircraft; and



 


		4.	the documents, data and records relating
to the Aircraft,



 


does
hereby sell, grant, transfer and deliver all its right, title and interest in and to the Aircraft with full title guarantee to
[          ] (the Buyer) to have and hold forever free and clear of all
Liens.


 


The
Seller hereby warrants to the Buyer, and its successors and assigns, that there is hereby conveyed to the Buyer, with full title
guarantee, all of the Seller’s right, title and interest in and to the Aircraft free and clear of all Liens and that it will warrant
and defend such title forever against all claims and demands whatsoever.


 


Unless
otherwise defined herein, all capitalised terms and expressions used in this Bill of Sale shall have the meanings given in the
aircraft sale and purchase agreement dated [          ] 2012 and made between
China Eastern, China Eastern Aviation Import and Export Corporation and Airbus S.A.S. (the Agreement).


 


Except
as otherwise provided herein or pursuant to the Agreement, the Aircraft is sold on the basis of an as is, where is sale.


 


This
Bill of Sale is governed by English law.


 


IN
WITNESS whereof, the Seller has caused this Bill of Sale to be duly executed at [          ]
am/pm in [          ] this [          ]
day of [          ]


 


	SIGNED by a duly authorised representative	)	 
	for and on behalf of	)	 
	 	)	 
	[          ]	)	 
	 	)   	 
	 	)	 
	 	 	 
	in the presence of:	 	 
	 	 	 
	Name:	 	 
	Address:	 	 


 




    	Aircraft Sale and Purchase Agreement
Reference CT1242070	 	31



    	 



    

 


SCHEDULE
7


 


FORM
OF ACCEPTANCE CERTIFICATE


 


ACCEPTANCE
CERTIFICATE RELATING TO ONE (1) [          ] AIRCRAFT,

MANUFACTURER’S SERIAL NUMBER [          ] (the Aircraft)


 


[          ]
(the Buyer) hereby certifies that pursuant to the aircraft sale and purchase agreement dated [          ]
2012 between China Eastern Airlines Corporation Limited, China Eastern Aviation Import and Export Corporation and Airbus S.A.S.
(the Agreement):


 


		(a)	[the Buyer has inspected the Aircraft,
found it to be complete and satisfactory to it and the Aircraft conforms with the description and is in the condition and equipped
as required by the Agreement];



 


		(b)	the Buyer has accepted delivery of the
Aircraft; and



 


		(c)	the Buyer [has inspected, found to be
complete and satisfactory to it and] has received all of the documents, data and records relating to the Aircraft as required by
the Agreement.



 


Capitalised
terms and expressions used in this Acceptance Certificate shall have the meanings given in the Agreement.


 


Date:
[          ] 2012


 


	SIGNED by a duly authorised representative	)	 
	for and on behalf of	)	 
	 	)	 
	[          ]	)	 
	 	)   	 
	 	)	 
	 	 	 
	in the presence of:	 	 
	 	 	 
	Name:	 	 
	Address:	 	 


 




    	Aircraft Sale and Purchase Agreement
Reference CT1242070	 	32



    	 



    

 


SCHEDULE
8


 


Intentionally
left blank.


 




    	Aircraft Sale and Purchase Agreement
Reference CT1242070	 	33



    	 



    

 


SCHEDULE
9


 


DELIVERY
CONDITION


 


At
delivery of any Aircraft (the Delivery) the Aircraft will comply with each of the conditions set out below (the Delivery
Condition). The procedures for ascertaining if the Aircraft comply with the Delivery Condition are set out in paragraphs 3,
5(b) and 6 to 10 hereunder. Except if and where otherwise expressly stated, the Delivery Condition shall be met at China Eastern’s
cost.


 


All
references to Airbus hereunder, in its capacity as buyer of the Aircraft, shall be deemed also to include reference to any Airbus
Nominee.


 


Capitalised
terms not otherwise defined in this Schedule 9 shall have the same meanings as are ascribed to them in Clause 1 of the Agreement.


 


		1.	General Condition



 


***


 


		2.	Certificate of Airworthiness Matters



 


On
the Delivery Date the Aircraft shall:


 


		(a)	***



 


		(b)	***



 


		3.	Condition
                                                                                                   of Engines



 


		(a)	***



 


		(b)	***



 


		4.	Condition of APU



 


***


 




    	Aircraft Sale and Purchase Agreement
Reference CT1242070	 	34



    	 



    

 


		5.	Aircraft
                                                                                                   Documents



 


		(a)	China Eastern shall provide to Airbus without prejudice to paragraph 12 below:



 


		(i)	***



 


		A.	***



 


		B.	***



 


		C.	***



 


		D.	***



 


		E.	***



 


		F.	***



 


		G.	***



 


		H.	***



 


		I.	***



  


		(ii)	with respect to Engines:-



 


		A.	***



 


		B.	***



 


		C.	***



 


		D.	***



 


		E.	*** and



 


		(iii)	With respect to the APU:-



 


		A.	***



 


		B.	***



 


		C.	***



 


		D.	***



 


		(iv)	***



 


		(v)	***



 




    	Aircraft Sale and Purchase Agreement
Reference CT1242070	 	35



    	 



    

 


		(b)	***



 


		6.	Ground Inspection by Airbus



 


***


 


		7.	Operational Ground Check



 


***


 


		8.	Acceptance
                                                          Flight



 


		(a)	***



 



    	Aircraft Sale and Purchase Agreement
Reference CT1242070	 	36



    	 



    

 


		(b)	***



 


		9.	***



 


		10.	***



 


		11.	***



 


		12.	***



 


		·	***



 


		·	***



 


		·	***



 


		·	***



 


		·	***



 


		·	***



 


		·	***



 


		·	***



 


		·	***



 


		·	***



 


		·	***



 


		·	***



 


as
long as any such finding still allows the Aircraft to be released for commercial passenger transport operations under Aviation
Authority airworthiness requirements.


 




    	Aircraft Sale and Purchase Agreement
Reference CT1242070	 	37



    	 



    

 


For
any issues which may be found unresolved during inspection which China Eastern estimates are necessary to correct and/or do not
allow the Aircraft to be released for commercial passenger transport operations under Aviation Authority airworthiness requirements,
China Eastern shall repair or replace the part or missing item at its expense. Unless otherwise agreed between Airbus and China
Eastern, Airbus shall not require financial compensation as an alternative remedy to such findings.


 




    	Aircraft Sale and Purchase Agreement
Reference CT1242070	 	38



    	 



    

 


SCHEDULE
10


 


AIRCRAFT
DOCUMENTS


 


Intentionally
left blank.


 




    	Aircraft Sale and Purchase Agreement
Reference CT1242070	 	39



    	 



    

 


EXECUTION
PAGE – AIRCRAFT SALE AND PURCHASE AGREEMENT


 


	Airbus	 	 
	 	 	 
	SIGNED
    by a duly authorised representative	)	 
	for
    and on behalf of	)	 
	 	)	 
	AIRBUS S.A.S.	)	/s/
    John LEAHY
	 	)	John
    LEAHY
	 	 	COO - CUSTOMERS
	 	 	 
	China
    Eastern	 	 
	 	 	 
	SIGNED
    by a duly authorised representative	)	 
	for
    and on behalf of	)	 
	CHINA
    EASTERN AIRLINES

CORPORATION
    LIMITED	)

)

)   	 
	 	)	 
	 	 	 
	Consenting
    Party

    

    SIGNED by a duly authorised representative

    for and on behalf of

    

    CHINA EASTERN AVIATION IMPORT AND

    EXPORT CORPORATION	 

 

)

)

)

)

)	
	 	)	 


 




    	Aircraft Sale and Purchase Agreement
Reference CT1242070	 	40



    	 



    

 


EXECUTION
PAGE – AIRCRAFT SALE AND PURCHASE AGREEMENT


 





	Sellers	 	 
	 	 	 
	SIGNED by a duly authorised representative

for and on behalf of

 

CHINA EASTERN AIRLINES,

WUHAN COMPANY	)

)

)

)

)	
	 	)   	 
	 	 	 
	SIGNED by a duly authorised representative

for and on behalf of

 

CHINA EASTERN YUNNAN AIRLINES	)

)

)

)	
	 	)	 
	 	 	 
	SIGNED by a duly authorised representative 

for and on behalf of

 

CHINA EASTERN AIRLINES JIANGSU LTD.	)

)

)

)	
	 	)	 
	 	 	 
	SIGNED by a duly authorised representative 

for and on behalf of

 

SHANGHAI AIRLINES COMPANY LIMITED.	)

)

)

)	
	 	)	 




 




    	Aircraft Sale and Purchase Agreement
Reference CT1242070	 	41



    	 



    

 


TOTAL
LOSS SIDE LETTER


 


		To:	AIRBUS S.A.S. (Airbus)



1
rond-point Maurice Bellonte 31700 Blagnac Cedex, France


 


		From:	CHINA EASTERN AIRLINES CORPORATION LIMITED (China Eastern)



Bai
Yun Airport, Guangzhou 510405, the People’s Republic of China


 


		And:	CHINA EASTERN AVIATION IMPORT AND EXPORT CORPORATION



(the
Consenting Party) Hongqiao International Airport, No. 2550 Hongqiao Road, Shanghai 200335, the People’s Republic
of China


 


		And:	CHINA EASTERN AIRLINES, WUHAN COMPANY (CES WUHAN)



188
Julong Avenue, Panlongcheng Economic & Technological Development Zone, Wuhan, the People’s Republic of China


 


		And:	CHINA EASTERN YUNNAN AIRLINES (CES YUNNAN)



Wujiaba
International Airport, Kunming, Yunnan Province, the People’s Republic of China


 


		And:	CHINA EASTERN AIRLINES JIANGSU LTD. (CES JIANGSU)



Lukou
International Airport, Nanjing, the People’s Republic of China


 


		And:	SHANGHAI AIRLINES COMPANY LIMITED (SHANGHAI AIRLINES)



Room
511 Building 6 No. 92, Honggangsan Rd., Hongqiao Airport, Shanghai, the People’s Republic of China


 





23rd November 2012


 


Dear
Sir or Madam,


 


		1.	We refer to:



 


		(a)	the
                                                               aircraft sale and purchase agreement (the Agreement) dated
                                                               today’s date entered into between Airbus, China Eastern,
                                                               the Consenting Party, CES WUHAN, CES YUNNAN, CES JIANGSU and SHANGHAI
                                                               AIRLINES (together the Parties) with respect to the sale
                                                               and purchase of eight (8) Bombardier CRJ-200 and ten (10) Embraer
                                                               ERJ-145 aircraft (together the Aircraft); and



 


		(b)	***



 


		2.	Capitalised terms used in this Side Letter
and not otherwise defined herein shall have the meanings given to them in the Agreement.



 


		3.	***



 


		(i)	***



 




    	Total Loss Side Letter	 	1



    	 



    

 


		(ii)	***



 


		4.	Each Lost Aircraft Credit will be granted
subject to the following conditions:



 


		(a)	***



 


		(b)	***



 


		(c)	***



 


		(d)	***



 


		(e)	***



 


		5.	Notwithstanding this Side Letter, the
Agreement shall continue in full force and effect in accordance with its terms.



 


		6.	As between the Parties, this Side Letter
forms an integral part of the arrangements contemplated by the Agreement and is a “Sale Document”.



 


		7.	Clauses 21 (Miscellaneous), 22
(Confidentiality) and 23 (Law and Jurisdiction) of the Agreement shall each apply to this Side Letter as if set out
here in full herein, save that references to the “Agreement” shall instead be read as references to this Side Letter.



 


		8.	Airbus enters into the Agreement and this
Side Letter in consideration of China Eastern entering into the Amendment No. 2.



 


		9.	If you agree to the terms of this Side
Letter, please sign in acknowledgement and agreement of its terms where indicated below.



 




    	Total Loss Side Letter	 	2



    	 



    

 


EXECUTION
PAGE – TOTAL LOSS SIDE LETTER


 


Yours
faithfully,


 





	SIGNED by a duly authorised representative

for and on behalf of

 

CHINA EASTERN AIRLINES

CORPORATION LIMITED	)

)

)

)

)   	
	 	)	 




 


Signed
in acknowledgement and agreement of the terms of this Side Letter


 


	SIGNED by a duly authorised representative	)	 
	for and on behalf of	)	 
	 	)	 
	AIRBUS S.A.S.	)	 
	 	)   	/s/ John LEAHY
	 	)	John LEAHY
	 	 	 
	 	 	COO - CUSTOMERS


 




    	Total Loss Side Letter	 	3



    	 



    

 


EXECUTION
PAGE – TOTAL LOSS SIDE LETTER


 


Signed
in acknowledgement and agreement of the terms of this Side Letter


 





	SIGNED by a duly authorised representative

for and on behalf of

 

CHINA EASTERN AVIATION IMPORT AND

EXPORT CORPORATION	)

)

)

)

)	
	 	)	 
	 	 	 
	SIGNED by a duly authorised representative

for and on behalf of

 

CHINA EASTERN AIRLINES,

WUHAN COMPANY	)

)

)

)

)	
	 	)	 
	 	 	 
	SIGNED by a duly authorised representative

for and on behalf of

 

CHINA EASTERN YUNNAN AIRLINES	)

)

)

)	
	 	)	 
	 	 	 
	SIGNED by a duly authorised representative

for and on behalf of

 

CHINA EASTERN AIRLINES JIANGSU LTD.	)

)

)

)	
	 	)	 
	 	 	 
	SIGNED by a duly authorised representative

for and on behalf of

 

SHANGHAI AIRLINES COMPANY LIMITED.	)

)

)

)	
	 	)	 




 



    	Total Loss Side Letter	 	4