ACQUISITION
AGREEMENT


 


for


 


USED AIRCRAFT


 


between


 


BOEING AIRCRAFT
HOLDING COMPANY


 


and


 


CHINA EASTERN
AIRLINES CORPORATION, LTD.


 


Relating
to Five (5) Airbus Model A340-642 Aircraft


 


Agreement
No. A0175/CEA-01


 


with China
Eastern Aviation Import & Export Corporation as Consenting Party


 







    	Acq. Agmt. No. A0175/CEA-01



    	 



    

 


TABLE
OF CONTENTS


 


	 	 	 	
        Page

        Number

	 	 	 	 
	Article 1.	 	Subject Matter of Sale	1
	Article 2.	 	Delivery of Used Aircraft; Title and Risk of Loss	2
	Article 3.	 	Purchase Price of Used Aircraft	4
	Article 4.	 	Payment	4
	Article 5.	 	Condition of Used Aircraft	5
	Article 6.	 	Aircraft Documentation and Safety Devices	8
	Article 7.	 	Inspection, Technical Acceptance, and Flights	8
	Article 8.	 	Indemnification and Insurance	9
	Article 9.	 	Manufacturer’s Warranties	10
	Article 10.	 	Warranty and Disclaimer	10
	Article 11.	 	Excusable Delay and Termination	11
	Article 12.	 	Assignment	11
	Article 13.	 	Taxes and Customs Duties	12
	Article 14.	 	Reserved	13
	Article 15.	 	Notices and Requests	13
	Article 16.	 	Reserved	14
	Article 17.	 	Miscellaneous	14
	 	 	 	 
	Exhibit A.	 	Bill of Sale	A-l
	Exhibit B.	 	Used Aircraft and Aircraft Documentation Delivery Receipt	B-1
	Exhibit C.	 	Aircraft Documentation	C-1


 




    	Acq. Agmt. No. A0175/CEA-01	(i)	 



    	 



    

 


ACQUISITION
AGREEMENT FOR


 


USED
AIRCRAFT NO. A0175/CEA-01


 


Relating
to Five (5) Airbus


 


Model
A340-642 Aircraft


 










 



  


THIS
Used Aircraft Acquisition Agreement (the Agreement) is entered into as of _________________, 2012, by and between Boeing Aircraft Holding
Company, a Delaware corporation with its principal office in Seattle, Washington (“Boeing”) and China Eastern Airlines
Corporation, Ltd. a Chinese company whose principal place of business is at 2550 Hong Qiao Road, Hong Qiao International Airport,
Shanghai, 200355, People’s Republic of China (“Seller”).


 


RECITALS


 


A.           Seller
and Boeing have entered into Purchase Agreement No. 03746 (the “Purchase Agreement”) for the purchase and sale of twenty
(20) new Boeing Model 777- 300ER aircraft (the “New Aircraft”).


 


B.            Seller
is the owner of five (5) Airbus Model A340-642 used aircraft which Seller desires to sell to Boeing and Boeing is willing to purchase
contingent on Seller’s purchase and acceptance of the New Aircraft,


 


Accordingly,
Boeing and Seller agree as follows:


 


Article
  1.             Subject Matter of Sale.


 


1.1          Sale
of Used Aircraft. Seller will sell and deliver to Boeing and Boeing will purchase from Seller the Used Aircraft as hereinafter
defined.


 


1.2          Used
Aircraft. The term “Used Aircraft” means the five (5) Airbus Model A340-642 aircraft bearing Manufacturer’s
Serial Numbers set forth in Article 2.1, including;


 


1.2.1      the
four (4) installed Rolls Royce Model Trent 556-61 engines on each Used Aircraft;


 


1.2.2      the
equipment, accessories, parts and other property installed in or appurtenant to each Used Aircraft at the time of delivery to Boeing
or otherwise in accordance with this Agreement; and


 




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1.2.3      all
Aircraft Documentation as hereinafter defined applicable to each Used Aircraft.


 


1.3          Purchase
of New Aircraft. ***


 


1.4          Seller’s
Ownership of Used Aircraft. Seller will have acquired free and clear title to such Used Aircraft prior to delivery to Boeing.


 


1.5          Seller’s
Option and Notice. Upon execution of this Agreement, Seller elects to sell the Used Aircraft to Boeing (Election Notice).


 


Not
less than *** prior to the delivery of the Used Aircraft to Boeing, Seller may elect to retain the Used Aircraft by providing to
Boeing written advance notice of such election (Notice to Retain Used Aircraft). In the event a Notice to Retain Used Aircraft
is received by Boeing from Seller, the Special Matters Letter Agreement CEA-PA-03746-1107152 will be required to be revised. If
Notice to Retain Used Aircraft is not received by Boeing, Boeing will have the exclusive right to sell or dispose of such Used
Aircraft.


 


Article  
2.             Delivery of Used Aircraft; Title and Risk of Loss.


 


2.1          Time
of Delivery. Delivery of each Used Aircraft will occur on a four-for-one basis of New Aircraft to Used Aircraft (unless an
aircraft substitution is exercised in accordance with the Purchase Agreement (as the same may be amended or supplemented from time
to time), and a new ratio determined) and will commence after delivery of the corresponding New Aircraft as listed below. If there
is a change to the Used Aircraft Delivery Date in the table below, Seller will notify Boeing of the actual delivery date (day,
month, and year) of each Used Aircraft at least ninety (90) days prior to the actual delivery date.


 


	Used Aircraft 
 Model	 	 	Used Aircraft 
 Serial 
 Number	 	 	Corresponding 
 New Aircraft 
 Delivery Date	 	Used Aircraft Delivery 
 Date
	A340-642	 	 	468	 	 	September 2014	 	November 26, 2014
	A340-642	 	 	488	 	 	November 2014	 	January 29, 2015
	A340-642	 	 	514	 	 	December 2014	 	March 31, 2015
	A340-642	 	 	577	 	 	March 2015	 	May 28, 2015
	A340-642	 	 	586	 	 	June 2015	 	July 30, 2015



 


2.2           Place
of Delivery. Each Used Aircraft will be delivered by Seller to Boeing in Shanghai, China. ***


 




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***


 


***


 


2.3           Title
and Risk of Loss. Title to and risk of loss or damage to each Used Aircraft will pass from Seller to Boeing upon delivery of
such Used Aircraft.


 


2.4           Cape
Town Convention. Seller will cooperate with Boeing in the filing for recordation of this Agreement with the International Registry
established by the Cape Town Convention. The Used Aircraft (including the Engines) at the time of delivery to Boeing will be free
and clear of any mortgage, lease, pledge, lien, charge or encumbrance. After the ferry flight as described herein, Seller will
deregister the Aircraft from the CAAC aircraft registry and will take such action as is reasonably requested by Boeing to accomplish
the immediate recordation of the Used Aircraft in the name of Boeing with the International Registry.


 


2.5           Delayed
Delivery. ***


 


2.6           Delivery
Documents. Upon delivery of each Used Aircraft, Seller will deliver to Boeing: (i) a bill of sale, in the form attached
hereto as Exhibit A, (ii) a delivery receipt to be signed by Boeing and Seller in the form attached hereto as Exhibit B, ,
(iii) aircraft delivery conditions and commitment letter, if applicable, (iv) copy of the Bill of Sales that trace ownership
of the Used Aircraft back to the original delivery from the manufacturer and (v) such other appropriate documents as may be
required, and mutually agreed upon.


 




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Article  
3.              Purchase Price of the Used Aircraft.


 


***


 


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



  


Article
  4.              Payment.


 


4.1           At
the time of delivery of each Used Aircraft to Boeing, Boeing will issue payment to Seller for the Used Aircraft as described in
the Special Matters Letter Agreement CEA-PA-03746-1107152, Article 1, by electronic transfer of bank funds to Seller’s account
at the following bank:


 


Beneficiary:
China Eastern Aviation Import & Export Corp.


Receiving
Bank: Bank of China Shanghai Branch


Bank
address: No. 368, 1st Yingbin Road, Hongqiao Airport


Swift
Address: BKCHCNBJ300


Account
No.: 4033602-8300-00715618093014


Reference:
Used Aircraft Acquisition Agreement No. A0175/CEA-01


 


4.2           ***


 




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Article  
5.              Condition of Used Aircraft.


 


5.1           General
Condition. At the time of delivery to Boeing, each Used Aircraft will (i) have been maintained and repaired in accordance with
Seller’s maintenance and repair program, authorized by the appropriate governmental aviation authority (CAAC) having jurisdiction
(“Seller’s Maintenance Program”) and, (ii) meet the following requirements:


 


(a)         Each
Used Aircraft shall be serviceable as defined by the manufacturers AMM and SRM or other OEM documentations (i.e RAS, NTO, TA).
Furthermore, if each Used Aircraft can be demonstrated to be ferried to the final delivery location according to CAAC airworthiness
regulations the Used Aircraft will also be deemed to be serviceable.


 


(b)         Each
Used Aircraft will be in serviceable condition with all of the Used Aircraft equipment, components and systems functioning in accordance
with their intended use irrespective of deviations or variations authorized by the Minimum Equipment List (MEL) or Configuration
Deviation List (CDL).


 


(c)         Each
Used Aircraft will be clean by Seller’s commercial airline standards, and will be cosmetically acceptable and complete.


 


(d)         Each
Used Aircraft will at time of delivery to Boeing have, and be in compliance with, an Export Certificate of Airworthiness issued
by the appropriate aviation authority having jurisdiction over Seller.


 


(e)         Each
Used Aircraft will not have installed any PMA (Parts Manufacturer Approval) life limited parts in place of OEM (Original Equipment
Manufacturer) life limited parts. This applies to all life limited parts installed internal and external to the installed Engines
and APU, landing gear, airframe, and components.


 


(f)          Each
Used Aircraft will not have installed thereon any equipment, components and/or parts which are leased or loaned or otherwise owned
by a third party. Prior to delivery of each Used Aircraft to Boeing all leased or loaned equipment, will either be purchased by
Seller or be replaced with Seller owned equipment.


 


5.2           Condition
of Airframe. Each Used Aircraft airframe at the time of delivery to Boeing will meet the following requirements:


 


(a)         The
airframe shall be serviceable as defined by the manufacturers AMM and SRM or other OEM documentations (i.e RAS, NTO, TA), irrespective
of deviations or variations authorized by the manufacturer’s AMM. Furthermore, if each airframe can be demonstrated to be ferried
to the final delivery location according to CAAC airworthiness regulations the airframe will also be deemed to be serviceable.
Regardless, of the first two sentences in this paragraph, Boeing and Seller agree that in the event a temporary repair to a removable
component is required to be repaired in order to ferry the Used Aircraft, Boeing and Seller will work together and agree on reasonable
compensation. Not including the skin of aircraft.


 




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(b)         Seller
will provide the last overhaul documents for each individual gear. Life Limited Parts will include a trace “back-to-birth”
and will be supported by EASA form 1, or FAA 8130-3, or AAC-038 Service Tag, and last overhaul report/supporting documents. Seller
will work with Boeing to provide for the installed landing gear: acceptable “record packages” as the documentation
is available.


 


(c)         For
airframe Life Limited Parts, Seller will include a trace “back-to-birth” and will be supported by an EASA form 1,
or FAA 8130-3, or AAC-038 Service Tag, or CEA Service Tag with supporting documentation. If the trace “back-to-birth”
does not include full “back-to-birth history, the LLP will be assessed a “life penalty” according to Airbus Service
Letter 32-100 as certified by Seller’s Quality Assurance manager.


 


5.3           Condition
of Controlled Components. On-Condition and Condition Monitored serialized parts as tracked by Seller and installed on each
Used Aircraft shall have supporting EASA form 1 tags, or FAA 8130-3, or AAC-038 Service Tag, or CEA Service Tag. Seller will work
with Boeing to provide for the installed parts: hard time, serialized, or on condition, acceptable “record packages”
as the documentation is available, which may include the AAC-038 Service Tag with wording “Testing, Repair, or Overhaul in
accordance with the CMM” on the tag.


 


5.4           Condition
of Installed Engines and APU. Each Used Aircraft installed engines at the time of delivery to Boeing will meet the following
requirements:


 


(a)         ***


 


(b)         ***


 


(c)         ***


 




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***


 


(d.)         ***


 


5.5           Components,
Parts, Equipment, and Items that do not have Criteria for Serviceability.
***


 


5.6           Interior.
***


 


5.7           Galleys
and Galley Equipment. ***


 


5.8           Flight
Deck. ***


 


5.9           Cargo
Compartment ***


 




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Article   6.              Aircraft Documentation and Safety Devices.


 


6.1           Aircraft
Documentation. Concurrently with delivery of each Used Aircraft to Boeing, Seller will deliver to Boeing ***


 


Article   7.              Inspection, Technical Acceptance, and Flights.


 


7.1           Ground
Inspection. Each Used Aircraft including the Aircraft Documentation will be made available to Boeing for ground inspection
by Boeing at Seller’s facilities at Shanghai, China or at Seller’s regulatory authority approved maintenance contractor
in connection with the conditions described in Article 5. Seller will ensure that conveniently located, suitable office space with
fax, phone and computer line will be made available free of charge to Boeing personnel for the duration of the inspection. Such
inspection will commence twenty (20) working days prior to the date of delivery of such Used Aircraft to Boeing. Seller will remove
each Used Aircraft from scheduled service and open the areas of each Used Aircraft as required to allow performance of the necessary
checks as contemplated in Article 5 and will allow Boeing and any person Boeing designates to accomplish its inspection to determine
that each Used Aircraft including the Aircraft Documentation are as set forth in Articles 5 and 6. Seller will promptly correct
any discrepancies from the condition required by Articles 5 or 6 which are observed during such inspection and are communicated
to Seller.


 


7.2           Operational
Ground Check. Promptly after completion of any corrections required above, Seller will conduct an operations ground check on
each Used Aircraft in accordance with the manufacturer’s AMM criteria for the purpose of demonstrating to Boeing that the
Used Aircraft is serviceable. Seller will promptly correct any discrepancies that make the Used Aircraft not serviceable.


 




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7.3           Ground
Inspection. All ground inspections will be at Seller’s expense.


 


7.4           De-Registration.
Upon completion of the ferry flight of each Used Aircraft, Seller will provide the CAAC de-registration document to Boeing.


 


Article
  8.              Indemnification and Insurance.


 


8.1           Indemnification.
Seller will indemnify and hold harmless Boeing, The Boeing Company, Boeing Aircraft Holding Company, and their assignees, agents,
directors, officers and employees (the “Indemnitees”) from and against all claims and liabilities, including all expenses
and attorneys’ fees incident thereto or incident to establishing the right to indemnification, for injury to or death of any person(s),
including employees of Seller but not employees of the Indemnitees, or for loss of or damage to any property, including each Used
Aircraft, arising out of or in any way connected with such ground inspection, operational ground check whether or not arising in
tort or occasioned by the negligence of the Indemnitees.


 


8.2           Insurance.
With respect to Seller’s aviation liability insurance, Seller will (i) cause the Indemnitees to be named as additional insureds
under Seller’s aviation liability insurance policies to the extent of Seller’s undertaking set forth in this Article,
and (ii) will furnish to Boeing prior to the start of Boeing’s ground inspection of the Used Aircraft certificates in a form
acceptable to Boeing written in English from Seller’s aviation liability insurance carriers stating the limits and terms
of Seller’s liability insurance coverage, and showing that the Indemnitees have been named as additional insureds and specifically
referring to this Article. With respect to Seller’s hull and war risk insurance, Seller will (i) cause the insurance carriers
under Seller’s hull and war risk insurance policies to waive all rights of subrogation against the Indemnities to the extent
of Seller’s undertaking set forth in this Article, and (ii) furnish to Boeing prior to the start of Boeing’s ground
inspection on the Used Aircraft to be delivered, certificates in a form acceptable to Boeing written in English, from Seller’s
hull and war risk insurance carriers stating that the carriers have so waived all rights of subrogation against the Indemnities
and specifically referring to this Article. All insurance coverage will end at delivery of the Used Aircraft to Boeing. Insurance
for the ferry flight will be handled in a separate agreement.


 


8.3           At
the time of transfer of title to Boeing of the relevant acquired A340 and for *** Boeing shall name CEA as additional insured
for all claims and liabilities whether or not such claims or liabilities arise out of the negligence of CEA or otherwise excluding
any bodily injury or property damage which has occurred prior to the transfer of title.


 




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Article
  9.              Assignment of Warranties.


 


Seller
grants and assigns to Boeing the rights and benefits, to the extent that the same are assignable and are not extinguished by the
sale of each Used Aircraft, of any warranties of manufacturers other than The Boeing Company, maintenance,
repair and/or overhaul facilities, vendors and suppliers, which may exist in favor of Seller at the time of delivery of each Used
Aircraft. Seller will use reasonable efforts to secure such rights and benefits in favor of Boeing and will provide to Boeing a
list of all existing warranties that are assignable. Seller also grants to Boeing rights and benefits relating to any claim of
Seller under said warranties concerning each Used Aircraft which has arisen, but not been settled, prior to the delivery of each
Used Aircraft to Boeing other than claims against the provider of the warranty for reimbursement for Sellers’ correction
of a warranted condition.


 


Article  
10.            Warranty and Disclaimer.


 


10.1         Warranty.
Each Used Aircraft will at the time of delivery to Boeing, be free and clear of all liens, encumbrances and rights of others.


 


10.2         DISCLAIMER
AND RELEASE. THE USED AIRCRAFT AND OTHER ITEMS DELIVERED HEREUNDER ARE SOLD TO BOEING “AS IS” AND THE WARRANTY
OF TITLE SET FORTH ABOVE IS EXCLUSIVE AND IN SUBSTITUTION FOR, AND BOEING HEREBY WAIVES, RELEASES AND RENOUNCES ANY AND ALL OTHER
WARRANTIES, OBLIGATIONS AND LIABILITIES, EXPRESS OR IMPLIED, OF SELLER, ITS ASSIGNS AND ANY AND ALL RIGHTS, CLAIMS AND REMEDIES,
EXPRESSED OR IMPLIED, OF BOEING AGAINST SELLER AND ITS ASSIGNS, ARISING BY LAW OR OTHERWISE, WITH RESPECT TO ANY NONCONFORMANCE
OR DEFECT IN ANY AIRCRAFT OR OTHER THING DELIVERED UNDER THIS AGREEMENT, INCLUDING BUT NOT LIMITED TO (A) ANY WARRANTY AS TO THE
AIRWORTHINESS OR CONDITION OF ANY ITEM DELIVERED PURSUANT TO THIS AGREEMENT; (B) ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS;
(C) ANY IMPLIED WARRANTY ARISING FROM COURSE OR PERFORMANCE, COURSE OF DEALING OR USAGE OF TRADE; (D) ANY OBLIGATION, LIABILITY,
RIGHT, CLAIM OR REMEDY IN TORT, WHETHER OR NOT ARISING FROM THE ACTUAL OR IMPUTED NEGLIGENCE OF SELLER AND ITS ASSIGNS; AND (E)
ANY OBLIGATION, LIABILITY, RIGHT, CLAIM OR REMEDY FOR LOSS OR DAMAGE TO ANY TANGIBLE OR INTANGIBLE THING, FOR LOSS OF USE, REVENUE
OR PROFIT, OR FOR ANY OTHER DIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES.


 


Notwithstanding
the above paragraph, claims by Boeing against Seller for contribution toward third-party injury, damage, or loss which arise as
the result of the willful gross negligence of Seller, are not limited, waived, released or disclaimed.


 




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Article
  11.            Excusable Delay and Termination.


 


11.1         General.
Seller will not be liable for or be deemed to be in default under this Agreement on account of any delay in delivery of any Used
Aircraft or other performance hereunder arising out of causes such as: acts of God; war, armed hostilities, riots,
fires, floods, earthquakes or serious accidents; governmental acts or failure to act affecting materials, facilities or Used Aircraft;
strikes or labor troubles causing cessation, slowdown or interruption of work; damage to a Used Aircraft; failure of or delay
in transportation; or inability, after due and timely diligence, to procure materials, systems, accessories, equipment or parts;
or arising out of any other cause to the extent it is beyond Seller’s control or not occasioned by Seller’s fault or gross
negligence. A delay resulting from such causes is referred to as an “Excusable Delay”. Seller will promptly notify
Boeing of any actual or threatened Excusable Delay in delivery of such Used Aircraft and the estimated duration and cause thereof,
and the schedule for delivery of such Used Aircraft will be equitably extended.


 


11.2        Aircraft
Damaged Beyond Repair. If prior to delivery any of the Used Aircraft is lost, destroyed or damaged beyond repair due to any
cause, each party’s rights and obligations in relationship to such Used Aircraft shall be immediately terminated. For the
avoidance of doubt, any termination pursuant to this Article 11.2 shall not impact the rights and obligations of the party’s
under or in connection with the Special Matters Letter Agreement CEA-PA-03746-1107152.


 


Article
12.              Assignment.


 


12.1         General.
This Agreement will inure to the benefit of and be binding upon each of the parties hereto and their respective successors and
assigns. Neither the rights nor the duties of either party may be assigned or delegated, or contracted to be assigned or delegated,
in whole or part, without the prior written consent of the other party except that:


 


12.2        Seller
Assignment. Boeing’s agreement to purchase the Used Aircraft as described herein is provided as a financial accommodation
to the Seller in consideration of Seller purchasing the New Aircraft and the purchase of the Used Aircraft from Boeing is non-transferable
to a third party and requires the continuous operation and ownership of the Used Aircraft by Seller. Assignment of Seller’s
rights and interest under the Acquisition Agreement to a subsidiary or affiliate of Seller must have written approval of Boeing.


 


12.3        Boeing
Assignment.


 


(a)         Boeing
may assign all or any part of its rights and obligations under this Agreement, including its title to or any interest in each Used
Aircraft or other thing to be delivered hereunder and its right to receive monies hereunder, to a wholly- owned subsidiary of Boeing.
Notwithstanding any such assignment, Boeing will remain fully and solely responsible to Seller for all obligations and liabilities
as Buyer of Used Aircraft and other things to be delivered hereunder, and Seller will continue to deal exclusively with Boeing.


 




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(b)         Seller
acknowledges and agrees that Boeing shall have the absolute right to transfer or assign to any individual, corporation, partnership,
joint venture, association, joint-stock company, limited liability company, trust, unincorporated organization or any other entity
any or all of Boeing’s rights, obligations, benefits and interests under this Agreement, including, without limitation, the
right to make all waivers and agreements, to give all notices, consents and releases, or to do any and all other things which Boeing
is or may become entitled to do under this Agreement. Boeing agrees that no such transfer or assignment will materially change
the duty of or materially increase the burden or risk imposed on Seller, and Seller waives any provision of applicable law that
would or might grant Seller the right to demand assurances or compensation of any kind from the transferee or to require the transferee
to take any action on account of such transfer or assignment, other than as expressly required herein. Notwithstanding any such
assignment or transfer, Boeing as assignor will remain fully and solely responsible to Seller for all obligations and liabilities
as Buyer of the Used Aircraft and other things to be delivered hereunder.


 


(c)        Without
limiting the generality of paragraph (b), Seller acknowledges and agrees that the terms and conditions of this Agreement have been
agreed to by Boeing in anticipation of its being able to assign any and all of its rights under and interests in this Agreement
and the Used Aircraft. Seller will cooperate with Boeing in connection with any such transfer or assignment and shall, among other
things, upon the reasonable written instructions of Boeing: (i) cause insurance certificate substantially in the form of the certificate
required by this Agreement (or otherwise reasonably acceptable to the transferee), to be dated, and be delivered on, the date of
any such transfer or assignment, with the transferee included as an additional insured, (ii) recognize any such assignment, (iii)
accept the directions or demands of such assignee in place of those of Boeing, (iv) do any and all things as reasonably required
by Boeing, and (v) execute any documents which Boeing may reasonably request in order to effectuate the foregoing. Any reasonable
cost and expenses incurred by Seller in relation to Boeing’s assignment or transfer hereunder shall be borne by Boeing (cost
and expenses subject to the pre-approval of Boeing, which shall not be unreasonably held or delayed).


 


Article    13.
          Taxes and Customs Duties.


 


13.1.        Notwithstanding
anything to the contrary, Seller shall promptly pay, be solely liable for, and shall indemnify, defend, and hold harmless
Boeing and its respective affiliates, successors and assigns on an after-tax basis from and against any and all transaction
based taxes, Chinese export duties, customs, , tariffs, value added (“VAT”), personal property, sales, use,
excise, stamp duties, documentary, Chinese Business, income, withholding, counterclaims, consumption, fees, costs, expenses
and charges of any nature, whatsoever, together with any penalties, fines, additions and interest thereon (collectively
“Taxes) imposed upon, in connection with, in relation to, or associated with the transfer of title, purchase,
acquisition, acceptance, rejection, ownership, delivery, nondelivery, importation, exportation, use, possession,
repossession, transport, registration, reregistration, deregistration, control, maintenance, repair, insurance, storage or
operation of the Used Aircraft or as a result of any other transaction contemplated hereby.


 


Notwithstanding
the foregoing, any Tax levied or imposed on any transaction contemplated hereunder in any country
other than China shall be excluded from the foregoing indemnity and shall be borne by Boeing.


 




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13.2.   If
a claim is made by anytaxauthorityagainstany party under this Article 13, such party shall within a
reasonable period notify the other party of suchclaim.


 


13.3.   After-Tax
Basis. The amount which party is required to pay with respect to any Taxes indemnified against under Article 13.1 is an amount
sufficient to restore such party on an after-tax basis to the same position such other party would have been in had such Taxes
not been incurred.


 


13.4.   Tax
Cooperation. Each party will cooperate with one another in providing information which may be reasonably requested to fulfill each
party’s tax filing requirements and any audit information request arising from such filing. In addition, each party agrees
to cooperate with the other party in completion and delivery of tax forms, certificates, affidavits as reasonably requested by
the other party.


 


13.5.   Survival
of Indemnities. All of the obligations of the Seller or Boeing (as the case may be) under this Article 13 shall continue in full
force and effect throughout the exportation of the Used Aircraft from the People’s Republic of China.


 


Article
14.         Reserved.


 


Article
15.         Notices and Requests.


 


All
notices and requests relating to this Agreement will be in English, and may be transmitted by any customary means of written communication
addressed as follows:


 


	 	Seller:	China Eastern Airlines Co., Ltd.
	 	 	
        Planning and
        Development Department

        2550 Hongqiao
        Road, Hongqiao International Airport

        Shanghai, 200355,
        People’s Republic of China

        Facsimile:
        (86) 21 6268 6393

	 	 	 
	 	Boeing:	Boeing Aircraft Holding Company
	 	 	P.O. Box 3707
	 	 	Seattle, Washington 98124-2207
	 	 	Attention:	Director, Asset Management
	 	 	 	Contracts
	 	 	Mail Code:	21-43
	 	 	Facsimile:	(425) 237-1706


 


or to such
other address as specified elsewhere herein or as otherwise directed. The effective date of any such notice or request will be
the date on which it is received by the addressee.


 




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Article
16.         Reserved.


 


Article
17.         Miscellaneous.


 


17.1    Headings.
Article and paragraph headings used in this Agreement are for convenient reference only and are not intended to affect the interpretation
of this Agreement.


 


17.2    Entire
Agreement; Amendments. This Agreement, together with the Special Matters Letter Agreement CEA-PA-03746-l107152 contains the entire agreement between the parties concerning the subject matter hereof and supersedes all previous
proposals, understandings, commitments or representations whatsoever, oral or written. This Agreement may be changed only in writing
signed by authorized representatives of Boeing and Seller, except in the case of certain changes permitted or required by this
Agreement.


 


17.3    Disclosure
of Terms. The information contained herein represents confidential business information and has value precisely because it
is not available generally or to other parties. Seller will limit the disclosure of its contents to employees of Seller with a
need to know the contents for purposes of helping Seller perform its obligations under this Acquisition Agreement and who understand
they are not to disclose its contents to any other person or entity without the prior written consent of Boeing.


 


17.4   GOVERNING
LAW. THIS AGREEMENT WILL BE INTERPRETED UNDER AND GOVERNED BY THE LAWS OF THE STATE OF WASHINGTON, U.S.A., EXCEPT THAT WASHINGTON’S
CHOICE OF LAW RULES SHALL NOT BE INVOKED FOR THE PURPOSE OF APPLYING THE LAW OF ANOTHER JURISDICTION.


 




    	Acq. Agmt. No. A0175/CEA-01	14	 



    	 



    

 


Signed in duplicate as of the date first above written.


 

	BOEING AIRCRAFT HOLDING	 	CHINA EASTERN AIRLINES
	COMPANY	 	CORPORATION, LTD.
	 	 	 
	By	/s/ Dennis A Toy

                                                                                                       
	 	By	
	 	 	 	 	 
	Its	Attorney-In-Fact	 	Its	 




 


	Consented by:	 
	 	 
	
        CHINA EASTERN
        AVIATION

        IMPORT &
        EXPORT CORPORATION
	 
	 	 	 
	By	 	 
	 	 	 
	Its	 	 


 




    	Acq. Agmt. No. A0175/CEA-01	15	 



    	 



    

 


Exhibit A to


Acquisition
Agreement for


Used Aircraft
No. A0175/CEA-01


 


BILL OF
SALE


 


China
Eastern Airlines Corporation, Ltd. (Seller), a [country] /corporation/ /company/, in consideration of One Dollar and other good
and valuable considerations, receipt of which is hereby acknowledged, does hereby grant, bargain, sell and assign to Boeing Aircraft
Holding Company (Buyer), a Delaware corporation, its successors and assigns, the following described property (including all appliances,
parts, instruments, appurtenances, accessories, furnishings, or other equipment or property installed on or attached to said aircraft
and engines):


 


	Aircraft	 	Aircraft	 	Aircraft	 	Engine	 	Engine
	Manufacturer’s	 	Registration	 	Manufacturer’s	 	Manufacturer’s	 	Manufacturer’s
	Model No.	 	Markings	 	Serial No.	 	Model No.	 	Serial Nos.
	 	 	 	 	 	 	 	 	 
	A340-642	 	 	 	 	 	Trent 556-61	 	(1)
	 	 	 	 	 	 	 	 	(2)
	 	 	 	 	 	 	 	 	(3)
	 	 	 	 	 	 	 	 	(4)


 


TO
HAVE AND TO HOLD said property to the Buyer, its successors and assigns, to its and their own use forever.


 


The
interest of the Seller in said property, and the interest transferred by this Bill of Sale, is that of absolute ownership.


 


THAT
SELLER hereby warrants to Buyer, its successors and assigns, that there is hereby conveyed to Buyer on the date hereof, good title
to the aforesaid aircraft, engines, appliances, parts, instruments, appurtenances, accessories, furnishings and/or other equipment
or property, free and clear of all liens, encumbrances and rights of others, and that it will warrant and defend such title forever
against all claims and demands whatsoever.


 


This
Bill of Sale will be governed by the laws of the State of Washington and will be deemed executed and delivered at Seattle, Washington,
regardless of where executed counterparts hereof may be delivered for convenience of closing.


 




    	Acq. Agmt. No. A0175/CEA-01	A-1	 



    	 



    

 


Exhibit A to


Acquisition
Agreement for


Used Aircraft
No. A0175/CEA-01


 


IN
WITNESS WHEREOF, Seller has caused its corporate name to be subscribed hereto by its duly authorized representative this____day
of________, 20__.


 


	 	 
	
        CHINA
        EASTERN AIRLINES

        CORPORATION,
        LTD.
	 
	 	 	 
	By	 	 
	 	 	 
	Its	 	 


 




    	Acq. Agmt. No. A0175/CEA-01	A-2	 



    	 



    

 


Exhibit B to


Acquisition
Agreement for


Used Aircraft
No. A0175/CEA-01


 


USED
AIRCRAFT AND AIRCRAFT DOCUMENTATION


DELIVERY
RECEIPT


 


Boeing
Aircraft Holding Company (Buyer) hereby accepts and acknowledges receipt from China Eastern Airlines Corporation, Ltd.
(Seller) in accordance with the terms and conditions of Acquisition Agreement No. A0175/CEA-01 dated _______, 20__, between
the parties hereto, of one (1) Airbus Model A340-642 Used Aircraft;


 


Registration
Markings +


Manufacturer’s
Serial Number +


 


with
four (4) installed Rolls Royce Model Trent 556-61 engines, Manufacturer’s Serial Numbers:


 


Position
(1) +


Position
(2) +


Position
(3) +


Position
(4) +


 


together
with the Aircraft Documentation applicable to the Used Aircraft as described on Attachment 1 hereto and with the operating times
and cycles as accumulated on the Used Aircraft up to the time of delivery as described on Attachment 2 hereto in [place], on [date],
at [time] /a.m./ /p.m./ / Seattle / local time.


 


	 	 	 
	
        CHINA
        EASTERN AIRLINES

        CORPORATION,
        LTD.
	 	
        BOEING
        AIRCRAFT HOLDING

        COMPANY

	 	 	 
	By	 	 	 
	 	 	 	 
	Its	 	 	 


 


Attachment
1 and 2


 









    	Acq. Agmt. No. A0175/CEA-01	B-1	 



    	 



    

 


Attachment
1 to


Exhibit B to


Acquisition
Agreement for


Used Aircraft
No. A0175/CEA-01


 


AIRCRAFT
DOCUMENTATION


 


	Title/Description	 	Identification Number	 	Quantity
	 	 	 	 	 


 


Complete
this Attachment 1 to Exhibit B


 


(Note:
This receipt is required for each Used Aircraft delivered to Boeing by Seller. Thirty (30) days prior to each Used Aircraft delivery
Seller will list all of the records, manuals, documents and data by title/ description, identification number and quantity (minimum
of 1 per Aircraft) which were initially provided to Seller by the Aircraft Manufacturer and Vendors. Seller will also list such
additional records/data developed for the Used Aircraft by Seller during the time Seller has operated and maintained the Used
Aircraft.)


 




    	Acq. Agmt. No. A0175/CEA-01	B-1-1	 



    	 



    

 


Attachment
2 to


Exhibit
B to


Acquisition
Agreement for


Used
Aircraft No. A0175/CEA-01


 


AIRCRAFT
HOURS AND CYCLES


 


AS
OF_____________, 20_


 


+
MODEL +


 


REGISTRATION
MARKINGS _______ SERIAL NUMBER _______


 


A.           AIRFRAME:


	 	Aircraft Total Time (Hours)	 	 
	 	Aircraft Total Landings (Cycles)	 	 
	 	Aircraft (& Engine) “A” Check - Time to next check	 	 
	 	Aircraft (& Engine) “B” Check - Time to next check	 	 
	 	Aircraft (& Engine) “C” Check - Time to next check	 	 
	 	Aircraft (& Engine) “D” Check - Time to next check	 	 
	 	Aircraft Special Check(s) - Time to next check	 	 


 


B.           +
ENGINE - MODEL +:


 





Module Overhaul/Restoration Status


 


	
        Engine Serial

        Number

        (engine S/N)
	 	LPC

Time & Cycles Since

*Overhaul (TSO/CSO)	 	HPC

Time & Cycles Since

*Overhaul (TSO/CSO)	 	Combustor 

Time & Cycles Since

*Overhaul (TSO/CSO)	 	HPT

Time & Cycles Since

*Overhaul (TSO/CSO)
	
        +

        Module Time Since

        New
	 	 	 	 	 	 	 	 
	TSO / CSO or

TSE / CSE	 	 	 	 	 	 	 	 
	+	 	 	 	 	 	 	 	 
	
        +

        Module Time Since

        New
	 	 	 	 	 	 	 	 
	TSO / CSO or

TSE / CSE	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	
        +

        Module Time Since

        New
	 	 	 	 	 	 	 	 
	TSO / CSO or

TSE / CSE	 	 	 	 	 	 	 	 


 




 




    	Acq. Agmt. No. A0175/CEA-01	B-2-1	 



    	 



    

 


Attachment
2 to


Exhibit
B to


Acquisition
Agreement for


Used
Aircraft No. A0175/CEA-01


 


Engine Status (current)


 


	
        Engine
        Serial Number

        (engine
        S/N)
	 	
        Time
        Since New

        (TSN)
	 	
        Cycles
        Since New

        (CSN)
	 	
        Time
        Since Last

        Shop
        Visit

        (TSSV)
	 	
        Cycles
        Since Last

        Shop
        Visit

        (CSSV)

	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 


 


C.           +APU
- MODEL +:


 





	Serial	 	 	 	Hours Since	 	Hours Since Last	 	Hours to Next
	Number	 	Total Hours	 	Overhaul	 	Major Check	 	Major Check
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 




 


D.           LANDING
GEAR:


 





	 	 	Serial	 	Total	 	Hours/Cycles	 	Hours/Cycles to
	 	 	Number	 	Hours/Cycles	 	Since Overhaul	 	Next Overhaul
	Nose Landing Gear

 Right Main Gear

 Left Main Gear

 Right Body Gear

 Left Body Gear

 Center Gear (if installed)	 	 	 	 	 	 	 	 




 


[NOTE: Attachment 2 is
a sample only. Seller will modify this form at time of delivery of the Used Aircraft to reflect the maintenance program such Used
Aircraft is under at that time. Hours and cycles inserted on this form are to reflect the actual hours and cycles on the Used
Aircraft as of the date of such delivery.]


 


E            MAINTENANCE
SCHEDULE:


 


	 	Accomplish “A” Check	Every + Hours
	 	Accomplish “B” Check	Every + Hours
	 	Accomplish “C” Check	Every + Hours


 




    	Acq. Agmt. No. A0175/CEA-01	B-2-1	 



    	 



    

 


Attachment
2 to


Exhibit
B to


Acquisition
Agreement for


Used
Aircraft No. A0175/CEA-01


 


	 	Accomplish “D” Check	Every + Hours
	 	Accomplish Engine Repair	Per + Bill of Work
	 	Accomplish HSI	Every + Hours
	 	Accomplish CSI	Every + Hours
	 	Accomplish APU Repair	Per + Bill of Work


 




    	Acq. Agmt. No. A0175/CEA-01	B-2-1	 



    	 



    

 


Exhibit C to


Acquisition
Agreement for


Used Aircraft
No. A0175/CEA-01


 


AIRCRAFT
DOCUMENTATION


 


Seller
will work with Boeing to provide acceptable historical records and documents for the Used Aircraft in the form of “record
packages” as the documentation is available. All
records initiated by Seller are required to comply with the Seller’s aviation regulatory authorities. The “record
packages” may or may not include (and not be limited to) the following:


 


	** 	1.	Summary and control status of EASA and CAAC Airworthiness
Directives – aircraft including engines, auxiliary power unit and appliances and the method incorporation (i.e. service bulletin,
engineering order). Repetitive AD’s will have supporting documentation indicating the last date/hours/cycles accomplished
and next due. Letter stating that all-applicable EASA and CAAC Airworthiness Directive have been incorporated including certification
and signature by an authorized quality assurance representative of Seller. Copies of the completion documents (“dirty fingerprints”)
in English which support that the EASA and CAAC Airworthiness Directive was accomplished.



 


	**	 2.	List of manufacturer’s service bulletins incorporated and method of incorporation (i.e. repetitive
inspections, interim fix or terminating action) for airframe, engines and appliances. If the service bulletin calls for repetitive
inspections supporting documentation indicating the last date/hours/cycles accomplished and next due will be provided. Where only
a portion of a service bulletin is accomplished Seller will so identify which portion was accomplished. Include copy of completed
Engineering Order (EO) and the completion documents (“dirty fingerprints”) in English which support that the EO was
accomplished.



 


	**	3.	List of modifications and/or alterations (excluding manufacturer’s
service bulletins if accomplished pursuant to the manufacturer’s instructions) accomplished on the aircraft, engines, and
equipment /list to be provided in English/ together with one copy of each modification, alteration, engineering order and associated
drawings and/or data /with all major changes to be provided in English/.



 


	*	4.	List of FAA Supplemental Type Certificates (STC’s)
/and/or foreign aviation authority approved modifications/ incorporated, together with a copy of each certificate and/or associated
data /Lists only, except STC’s are to be provided in English/. Provide a copy of the supporting FAA 8110-3, 8100-9, or Repair
Design Approval Sheet (RAS) with definitive approval forms, whichever is applicable and supporting documentation that STC is effective
for the Used Aircraft. If Seller has deviated from manufacturer’s instructions, a supporting FAA 8110-3, 8100-9, or Repair
Design Approval Sheet (RAS) with definitive approval forms, whichever is applicable will be provided for the deviation.



 


	**	5.	List of all major repairs accomplished on the airframe,
engines, APU and landing gear together with one copy of each such repair, EO, non-routine task cards, and associated drawings
or data.



 


	**	6.	List and status of time, cycle and calendar controlled
components to be signed by Seller’s Quality Assurance manager – aircraft, engines and equipment including supporting 8130-3
tags or JAR/EASA form 1 tags, or AAC-038 Service Tag, or CEA Service Tag, and copies of the last overhaul records, as available.



 


	*	7.	Part tags for all serialized, on-condition, and condition
monitored parts that are tracked by operator including 8130-3 tags or JAR/EASA form 1 tags/ or AAC-038 Service Tag, or CEA Service
Tag. Seller will work with Boeing to provide for the installed parts: serialized, or on condition, acceptable “record packages”
as the documentation is available.



 




    	Acq. Agmt. No. A0175/CEA-01



    	 



    

 


Exhibit C to


Acquisition
Agreement for


Used Aircraft
No. A0175/CEA-01




 


	**	8.	List and status of Life Limited Parts (LLP) – aircraft,
landing gear, APU, and engines including supporting “back-to-birth” LLP traceability to be signed by Seller’s
Quality Assurance manager. For airframe Life Limited Parts, Seller will include a trace “back-to-birth” and will be
supported by an EASA form 1, or FAA 8130-3, or AAC-038 Service Tag, or CEA Service Tag. If the trace “back-to-birth”
does not include full “back-to-birth history, the LLP will be assessed a “life penalty” according to Airbus
Service Letter 32-100 as certified by Seller’s Quality Assurance manager.



 


	**	9.	Airframe and engines current inspection status and operating
times to be signed by Seller’s Quality Assurance manager.



 


	*	10.	APU historical records and schedule of overhaul (if applicable),
including last shop visit “dirty fingerprint” records and/or last overhaul “dirty fingerprint” records
(as typically provided by the APU MRO to Seller).



 


	*	11.	Current status of APU inspection and operating times
to be signed by Seller’s Quality Assurance manager.



 


	*	12.	EASA-approved Airplane Flight Manual.



 


	*	13.	Flight Crew Operational Manual currently used by present
operator.



 


	*	14.	Weight and Balance document, including last weighing
report.



 


	*	15.	Aircraft Schematic Manual/Aircraft Wiring Manual, including
but not limited to wiring diagram equipment list, hookup list, splice list, ground list, and terminal list.



 


	*	16.	Manufacturer’s Maintenance Manuals and supplements
– aircraft, engines, and APU.



 


	*	17.	Manufacturer’s overhaul manuals and component maintenance
manuals and supplements –engines, if available.



 


	*	18.	Manufacturer’s structural repair manual and supplements.



 


	*	19.	Manufacturer’s illustrated parts catalog and supplements
– airframe and engines.



 


	*	20.	Manufacturer’s tool catalog and supplements, if
available.



 


	*	21.	MMEL/Dispatch Deviation Guide.



 


	*	22.	Quick Reference Handbook.



 


	*	23.	Miscellaneous documents or manuals pertaining to Aircraft
storage, engine handling, and aircraft recovery (if available).



 


	*	24.	Flight test reports – last flight accomplished prior
to delivery (if available).



 


	*	25.	Last accomplished flight recorder calibration (if the
aircraft is to be delivered before any calibration is required to be accomplished, the Seller is to provide the record of the
last initial certification of the flight recorder), if available.



 


	*	26.	Aircraft historical flight logs for the last three (3)
months.



 


	*	27.	Engine trend monitoring data for the last six (6) months
prior to delivery.



 


	*	28.	Inventory list of aircraft loose equipment, including
emergency equipment.



 


	*	29.	List of current equipment in passenger and flight crew
compartments and a current interior arrangement diagram (“LOPA”).



 




    	Acq. Agmt. No. A0175/CEA-01



    	 



    

 


Exhibit C to


Acquisition
Agreement for


Used Aircraft
No. A0175/CEA-01




 


	*	30.	Aircraft Utilization log for the last 12 months.



 


	*	33.	Export Certificate of Airworthiness.



 


	*	34.	Current operator’s standard Certificate of Airworthiness,
radio license, noise certificate, and registration (if available).



 


	*	35.	Aircraft original delivery documentation, including but
not limited to manufacturer’s delivery letter, AD status, aircraft inspections report, rigging manual, and miscellaneous
logs (as available).



 


	*	36.	Altimeter and Transponder calibration, if available



 


	**	37.	All current updated software necessary for aircraft ground
operations effective for aircraft listed in the acquisition agreement.



 


	**	38.	Letter stating current revisions to all aircraft manuals
and software.



 


	**	39.	Letter detailing any major incident and/or accidents
involving each Used Aircraft (if none, the letter should so state). A separate letter shall be issued for the airframe, each engine
by engine serial number, and APU by serial number. The letter needs to include a statement to the effect that such Used Aircraft
was never submersed in salt water.



 


	**	40.	Letter confirming that each Used Aircraft has no loaned
or leased equipment.



 


	**	41.	Letter stating each Used Aircraft has been operated and
maintained under a maintenance program that is approved by the governmental aviation authority having jurisdiction.



 


	*	42.	Supporting documentation for the last wheel and brake
overhaul that includes the release toservice tags and shop “job paper” (if available).



 


*
Copy to be provided in English or a certified English translation for each Used Aircraft.


** Paper copy to be provided in English or a certified English translation and computer disk copyof such documentation and computer
disk copy for each Used Aircraft.


 




    	Acq. Agmt. No. A0175/CEA-01