Exhibit 4.24


 


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


 







 


The Boeing Company


P.O. Box 3707


Seattle, WA 98124-2207


 


September 15, 2011


6-1165-REW-390R4


 


China Eastern Airlines Corporation, Ltd.


2550 Hongqiao Road


Shanghai 200335


People’s Republic of China


 


Subject:                 Boeing 787 Aircraft Delivery Delay Settlement Agreement


 


		References:	(I)        Purchase
Agreement No. 2529 (Purchase Agreement) between The Boeing Company (Boeing) and China Eastern Airlines Corporation, Ltd. (Customer)
relating to Model 787-89P aircraft (CEA Aircraft)



 


(2)        Purchase
Agreement No, 2534 (Purchase Agreement) between The Boeing Company (Boeing) and Shanghai Airlines Company Limited (Customer) relating
to Model 787-86D Aircraft (SHA Aircraft)


 


(3)        Boeing
Letter 6-1165-CKR-950, Liquidated Damages –  Non-Excusable Delay, PA No. 2529


 


(4)        Boeing
Letter 6-1165-APA-2273, Liquidated Damages – Non-Excusable Delay, PA No. 2534


 


(5)        Boeing
Letter 6-1165-REW-391R4, Proposal for 737-89P Aircraft, dated September 15,2011


 


This agreement (Settlement Agreement) amends and supplements
the reference (1) and (2) Purchase Agreements, All terms used but not defined in this Settlement Agreement have the same meaning
as in the Purchase Agreement.


 


		1.	Substituted Aircraft,



 


The Revised Delivery Month schedule set
forth below reflects Boeing’s agreement to relieve Customer of its obligation to take delivery of all fifteen (15) originally
scheduled CEA Aircraft (CEA Substituted Aircraft) and all nine (9) originally scheduled SHA Aircraft (SHA Substituted Aircraft)
under the Purchase Agreements in exchange for Customer’s agreement to take delivery of forty-five (45) 737-89P aircraft per
the reference (5) proposal.


 





	BOEING PROPRIETARY




 



    	 



    	 



    

 





 


China Eastern Airlines Corporation, Ltd.


6-1165-REW-390R4; September 15, 2011


Page 2


 


	Original CEA Schedule

Month	 	Revised CEA Delivery

Month
	June 2008	 	Substituted
	June 2008	 	Substituted
	August 2008	 	Substituted
	August 2008	 	Substituted
	July 2009	 	Substituted
	July 2009	 	Substituted
	September 2009	 	Substituted
	November 2009	 	Substituted
	December 2009	 	Substituted
	January 2010	 	Substituted
	February 2010	 	Substituted
	May 2010	 	Substituted
	June 2010	 	Substituted
	July 2010	 	Substituted
	August 2010	 	Substituted


 


	Original SHA Schedule

Month	 	Revised SHA Delivery

Month
	June 2008	 	Substituted
	February 2009	 	Substituted
	June 2009	 	Substituted
	February 2010	 	Substituted
	June 2010	 	Substituted
	February 2011	 	Substituted
	June 2011	 	Substituted
	March 2012	 	Substituted
	April 2012	 	Substituted


 


		2.	Consideration.



 


For purposes of
resolving all issues in respect of the delay in the delivery of Customer’s 787 Aircraft under the original schedule of
the Purchase Agreements, Boeing and Customer agree to the aircraft substitution set forth in Article 1 above and that the
provisions of the reference (3) Letter Agreement (6-1165-CKR-0950, Liquidated Damages - Non-Excusable Delay) and reference
(4) Letter Agreement (6-1165-APA-2273, Liquidated Damages - Non-Excusable Delay) are superseded by this Settlement Agreement. In
so doing, Boeing and Customer waive and release any of their rights or obligations and remedies under the Purchase Agreement,
except as agreed herein.


 





	BOEING PROPRIETARY







 



    	 



    	 



    

 





 


China Eastern Airlines Corporation, Ltd.


6-1165-REW-390R4; September 15, 2011


Page 3


 


		3.	Compensation.



 


Boeing will provide compensation to
Customer in the *** per the reference (5) proposal Customer is entitled to this compensation on a per aircraft basis only
upon delivery of each 737-89P aircraft.


 


Boeing will also provide additional compensation to Customer
for 787 advanced payments previously provided to Boeing by Customer. This compensation is further described in Article 4.1 and
4,4 below.


 


Customer recognize that Boeing has previously advanced to Shanghai
Airlines the amount of *** as part of this 787 settlement per Letter Agreement 6-1165-APA-2791, 787 Delivery Delay Announced
October 10, 2007 dated November 30, 2007.


 


		4.	Advance Payments.



 


Customer has provided advanced payments
for the original CEA fifteen (15) 787-89P Aircraft ***will be increased in amount and subsequently distributed as follows;


 


4.1 Boeing will use **** This payment will
be added to the funds ***held by Boeing going forward to apply toward 737 advanced payments but will not be  included in
the dollar day calculations as described in Article 4.4.


 


4.2 Customer is currently in *** aircraft
to be delivered under Purchase Agreements 3026 and 3025. At the time of acceptance of this Settlement Agreement, ***


 





	BOEING PROPRIETARY




 



    	 



    	 



    

 





 


China Eastern Airlines Corporation, Ltd.


6-1165-REW-390R4; September 15, 2011


Page 4


 


4.3  At the time of signing a
definitive agreement (DA) for the forty-five (45) 737-89P aircraft in accordance with the reference (5) proposal, Customer
will owe Boeing *** on each such aircraft totaling  ***


 


4.4  ***


 


4.5  Boeing will provide an Advanced Payment
Summary for the 737 Model Aircraft under CEA PA 3309 and SHA PA 3025 and 3026 at Definitive Agreement per the reference (5) proposal
and subsequently inform Customer when the above 787-8 advanced payment amount described within Articles 4.1 and 4.4 above will
be depleted and the first required advanced payments under CEA PA 3309 and SHA PA 3025 and 3026 are due.


 


		5.	Effect on Purchase Agreement 2529 and 2534.



 


The Purchase Agreements will be terminated
per Letter Agreement 6-1165- REW-403R4, Termination Agreement for PA 2529 and PA 2534 between Boeing and Customer upon acceptance
of this settlement agreement.


 





	BOEING PROPRIETARY




 



    	 



    	 



    

 





 


China Eastern Airlines Corporation, Ltd.


6-1165-REW-390R4; September 15, 2011


Page 5


 


The termination of the Purchase Agreements will have no effect
upon the rights or obligations of Customer relative to the protection of Proprietary Material and all Proprietary Information received
by Customer in connection with the Purchase Agreement, and such rights and obligations shall survive such termination. The terms
and conditions of AGTA-CEA and AGTA-SHA (AGTA) shall survive termination of the Purchase Agreements,


 


Therefore, all Boeing provided services and, training in the
Purchase Agreements, including but not limited to what is contained In Supplemental Exhibit CSI, Customer Support Variables and
Letter Agreements 6-1165-CKR-I084, Customer Support Matters (PA 2529) and Letter Agreements 6-1165-APA-2369R.I, Customer Support
Matters (PA 2534), shall not apply. Furthermore, the provisions of the reference (3) Letter Agreement (6-1165-CKR-Q950, Liquidated
Damages-Non-Excusable Delay) for the (15) original 787-89P Aircraft and the reference (4) Letter Agreement (6-1165- APA-2273, Liquidated
Damages - Non-Excusable Delay) for the (9) original 787-86D Aircraft have been superseded by this Settlement Agreement.


 


		6.	Additional Terms and Conditions of Settlement Agreement



 


The Settlement Agreement described herein is conditioned on
and subject to the following terms and conditions:


 


6.1       ***


 


6.2        For
the avoidance of doubt, for the Substituted Aircraft, Customer waives all rights and remedies for any and all aircraft flight performance
or delivery delay issues. This Settlement Agreement provides for the only compensation as a result of delays-, to the original
schedule of787-89P and 787- 86D Aircraft under the respective Purchase Agreements.


 


6.3        This
Settlement Agreement, the Termination Agreements for PA 2529 and 2534 noted in Article 5 and the Definitive Agreement for the purchase
of the forty-five (45) 737-89P Aircraft shall be executed concurrently.


 


In the event that Customer and Boeing do not execute this Settlement
Agreement by the date set forth in Article 6,1 above, or reach another agreement within a reasonable time, and Customer desires
to terminate all twenty four (24) 787-8 Aircraft under tire existing Purchase Agreements, by executing the Termination Agreements
for PA 2529 and 2534 and rejecting this Settlement Agreement proposal, Boeing agrees to return to Customer all advanced payments
made without interest and without any additional compensation as described within Article 4.1 above. Furthermore, all terms and
conditions as described within this Settlement Agreement, including the compensation identified within Article 3 above, would not
be provided and the reference (5) proposal for forty-five (45) 737-89P Aircraft would be void. Prior to return of the advanced
payments, Boeing would deduct the amount of the arrears as noted in Article 4.2 and the amount previously provided to Shanghai
Airlines as noted in Article 3.


 





	BOEING PROPRIETARY







 



    	 



    	 



    

 





 


China Eastern Airlines Corporation, Ltd.


6-1165-REW-390R4; September 15, 2011


Page 6


 


		7.	Reduction and Grace Period for Government Approval.



 


Per the terms of Letter Agreement 6-1165-REW-0380,
Government Approval For Block D Aircraft (Government Approval Letter Agreement), if Customer has not informed Boeing in writing
that they have Government Approval at least *** months prior to delivery of an Aircraft, then Boeing has certain rights, including
the rights to reschedule or terminate the Aircraft. Notwithstanding the provisions of the Government Approval Letter Agreement,
Boeing will provide Customer with a ***


 


7.1   ***


 


7.2   ***


 


7.3   ***


 


7.4   As long as Customer complies with the
terms of paragraph 7.1, 7.2 and 7.3, then Boeing will not unilaterally reschedule or terminate any of the Aircraft.


 


		8.	Exclusive Remedy.



 


Customer agrees that the remedies contained herein ate
Customer’s exclusive remedies for purposes of resolving all issues with respect to the delay in delivery of
Customer’s 787-8 Aircraft, are in lieu of all other damages, claims and remedies Customer may have, arising at law,
under the Purchase Agreement or otherwise, and will constitute complete, full and final settlement and satisfaction of all
Boeing’s obligations and liabilities to Customer for such 787 delivery delay. Customer hereby waives and renounces all other
rights, remedies, claims and causes of action arising at law or otherwise against Boeing relating to such 787 delivery
delay.


 





	BOEING PROPRIETARY




 



    	 



    	 



    

 





 


China Eastern Airlines Corporation, Ltd.


6-1165-REW-390R4; September 15, 2011


Page 7


 


		9.	Confidential Treatment.



 


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


 


		10.	Assignment.



 


Notwithstanding any other provisions of the Purchase Agreement,
the rights and obligations described in this Settlement Agreement cannot be assigned, in whole or in part, without the prior written
consent of Boeing.


 


Very Truly Yours,


 


THE BOEING COMPANY


 


/s/ Rocky E. Weller


Rocky E. Weller


Regional Director, Contracts


Boeing Commercial Airplanes


 


	Agreed and Accepted on this date:	Oct., 17, 2011	by:


 


China Eastern Airlines Corporation, Ltd,:


 


	Signature:	/s/ Zhang Houxin	 


 


China Eastern Aviation Import & Export Corporation:


 


	Signature:	/s/ Li Zhiyong	 


 





	BOEING PROPRIETARY




 



    	 



    	 



    

 





 


The Boeing Company


P.O. Box 3707


Seattle, WA 98124-2207


 


September 15,2011


6-1165-REW-403R4


 


China Eastern Airlines Corporation, Ltd.


2550 Hongqiao Road


Shanghai 200335


People’s Republic of China


 


Subject:                Termination
of Purchase Agreements No. 2529 and No. 2534


 


		Reference:	Purchase Agreement No. 2529 (Purchase Agreement) between The Boeing Company (Boeing) and China Eastern Airlines Corporation,
Ltd. (Customer) relating to Model 787-89P aircraft



 


Purchase Agreement No. 2534 (Purchase Agreement) between
The Boeing Company (Boeing) and Shanghai Airlines Company Ltd. (Customer) relating to Model 787-86D aircraft


 


Boeing and Customer (each a Party) hereby agree as follows:


 


1.         Effective
Date. This termination agreement including No. 2529 and No, 2534 (Termination Agreement) shall became effective as
of the date of the later of (i) execution by Customer, as indicated in Customer’s signature block, and (ii) Customer providing
written confirmation that Customer has received all the necessary Government Approval for the 737-89P aircraft purchase, in accordance
with Supplemental Agreement No, 3 to Purchase Agreement 3309 (Effective Date), Any capitalized term used but not defined
in this Termination Agreement will have the same meaning as in the Purchase Agreement.


 


2.        Termination.
The Purchase Agreements are terminated as of the Effective Date. The termination of the Purchase Agreements will have no effect
upon the rights and obligations of Customer relative to the protection of Proprietary Material and all Proprietary Information
received by Customer in connection with the Purchase Agreements, and such rights and obligations shall survive such termination.
The terms and conditions of AGTA-CEA and AGTA-SHA (AGTA) shall survive termination of the Purchase Agreements.


 





	BOEING PROPRIETARY







 



    	 



    	 



    

 





 


China Eastern Airlines Corporation, Ltd.


6-1165-REW-403R4; September 15, 2011


Page 2


 


3.        Disposition
of Advance Payments. FolIowing execution of this Termination Agreement, the advance payments received and retained by Boeing
under the Purchase Agreements will be distributed as specified in the Boeing 787 Settlement Agreement 6-J165-REW-390R4 dated September
15, 2011 (787 Settlement Agreement) if said 787 Settlement Agreement has been executed by Customer. If Customer executes this Termination
Agreement without having executed the 787 Settlement Agreement, then the 787 advanced payments will be returned without interest
minus deduction of current 737 model advanced payment arrears, including interest accrued on such arrears.


 


4.        Third
Party Obligations: No Rights in Third Parties. Customer warrants that it has satisfied all obligations owed by Customer to
any third party to enable Customer to enter into this Termination Agreement. The Parties expressly agree that there are no third
party beneficiary rights hereunder.


 


5.        Indemnity.
Customer shall defend, indemnify, and hold harmless Boeing from any claim, cause of action or liability, and all losses, damages,
and expenses, arising from or relating to any third-party claiming an interest in the Purchase Agreement or the Aircraft described
therein, including, but not limited to, the sale or leasing of an Aircraft.


 


6.        Waiver
and Release. Each Party agrees that the consideration and provisions contained herein are said Party’s sole and exclusive
rights relating to the termination of the Purchase Agreement and are in lieu of all other damages, claims and remedies said Party
may have, arising at law or otherwise recoverable from the other Party in relation to the Aircraft and the termination of the Purchase
Agreements, and the entering into this Termination Agreement shall constitute complete, full and final settlement and satisfaction
of all of a Party's obligations and liabilities to the other Party for such matters. Each Party hereby waives and renounces all
other rights, remedies, claims and causes of action arising at law or otherwise against the other Party relating to the Aircraft
and the termination of the Purchase Agreements. Nothing in this paragraph shall prevent Customer or Boeing from bringing an action
to enforce the terms of this Termination Agreement.


 


7.        Public
Statements. Except as may be required by law or regulation, including without limitation laws or rules of the U.S. Security
Exchange Commission, neither Boeing nor Customer will refer to or use the name of the other in any public statements in relation
to the termination of the Purchase Agreement or the other matters set out in this Termination Agreement.


 


8.        Entire
Agreement. This Termination Agreement embodies the Parties’ entire agreement and understanding and is the final and complete
expression of the Parties with respect to the subject matter hereof, and, as of the Effective Date, supersedes all prior agreements,
proposals, communications and understandings between the Parties.


 





	BOEING PROPRIETARY




 



    	 



    	 



    

 





 


China Eastern Airlines Corporation, Ltd.


6-1165-REW-403R4; September 15, 2011


Page 3


 





9.          Confidential
Treatment. Customer understands and agrees that the information contained herein represents confidential business
Information and has value precisely because it is not available generally or to other parties. Customer agrees to limit the
disclosure of its contents to employees of Customer with a need to know the contents for purposes of helping Customer perform
its obligations under this Termination Agreement and who understand they are not to disclose its contents to any other person
or entity without the prior written consent of Boeing.


 


10.        Governing
Law. This Termination Agreement, AGTAs and any Purchase Agreements will be interpreted under and governed by the laws of the
State of Washington, USA, except that Washington’s choice of law rules shall not be invoked for the purpose of applying
the law of another jurisdiction.


 


Very truly yours,


 


THE BOEING COMPANY


 


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


 


ACCEPTED AND AGREED TO this     Oct., 17,
2011    (date)


 


CHINA EASTERN AIRLINES CORPORATION, LTD


 


	By	/s/ Zhang Houxin	 
	 	 	 
	Its	General Manager of Planning & Development Department	 


 


CHINA EASTERN AVIATION IMPORT & EXPORT CORPORATION


 


	By	/s/ Li Zhiyong	 
	 	 	 
	Its	General Manager	 


 





	BOEING PROPRIETARY




 



    	 



    	 



    

 


Supplemental Agreement No. 3


 


to


 


PURCHASE AGREEMENT NUMBER 3309


 


between


 


THE BOEING COMPANY


 


and


 


CHINA EASTERN AIRLINES CORPORATION, LTD.


 


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


 


with


 


CHINA EASTERN AVIATION IMPORT & EXPORT
CORPORATION


 


THIS SUPPLEMENTAL AGREEMENT, entered into
as of the ________day of _______, 2011, by and between THE BOEING COMPANY, a Delaware corporation with its principal offices in
Seattle, Washington (Boeing) and CHINA EASTERN AIRLINES CORPORATION, LTD. with its principal office in Shanghai, People's Republic
of China (Customer),


 


WITNESSETH:


 


WHEREAS, the parties hereto entered
into Purchase Agreement No. 3309 dated January 30, 2008, relating to Boeing Model 737-79P and 737-89P aircraft (the
Aircraft), which agreement, as amended, together with all exhibits and specifications attached thereto and made a part
thereof, is hereinafter called the "Purchase Agreement;" and


 



    	P.A. No. 3309	S1-1
BOEING
                                                                                                                                                                                                                                                          PROPRIETARY	S.A. 3



    	 



    

 





WHEREAS, Customer has agreed to add forty-five
(45) additional Model 737- 89P Aircraft in 2014 – 2016, and


 


NOW THEREFORE, in consideration of the mutual
covenants herein contained, the parties agree to amend the Purchase Agreement as follows.


 


1.           TABLE
OF CONTENTS.


 


The TABLE OF CONTENTS is deleted
in its entirety and a new TABLE OF CONTENTS (attached) is substituted in lieu thereof.


 


2.            Table
1, “Aircraft Information Table – Block A Aircraft”


 


Table 1, “Aircraft Information Table
– Block A Aircraft” is deleted in its entirety and a new Table 1, “Aircraft Information Table – Block A Aircraft”,
(attached), is substituted in lieu thereof.


 


3.            Table
2, “Aircraft Information Table – Block B Aircraft”


 


Table 2, “Aircraft Information Table
– Block B Aircraft” is deleted in its entirety and a new Table 2, “Aircraft Information Table – Block B Aircraft”,
(attached), is substituted in lieu thereof.


 


4.            Table
3, “Aircraft Information Table – Block C Aircraft”


 


Table 3, “Aircraft Information Table
– Block C Aircraft” is deleted in its entirety and a new Table 3, “Aircraft Information Table – Block C Aircraft”,
(attached), is substituted in lieu thereof.


 


5.            Table
4, “Aircraft Information Table – Block D Aircraft”


 


A new Table 4, “Aircraft Information
Table – Block D Aircraft” (attached) is added.


 


6.            Exhibit
A-l Aircraft Configuration - Block A Aircraft


 


Exhibit A-1 “Aircraft
Configuration – Block A Aircraft” is deleted in its entirety and a new Exhibit A-l “Aircraft Configuration –
Block A Aircraft” (attached) is substituted in lieu thereof.


 


7.            Exhibit
A-2 Aircraft Configuration – Block B Aircraft


 


Exhibit A-2 “Aircraft Configuration
– Block B Aircraft” is deleted in its entirety and a new Exhibit A-2 “Aircraft Configuration – Block B Aircraft”
(attached) is substituted in lieu thereof.


 


8.            Exhibit
A-3 Aircraft Configuration – Block C Aircraft


 


Exhibit A-3 “Aircraft Configuration
– Block C Aircraft” is deleted in its entirety and a new Exhibit A-3 “Aircraft Configuration – Block C Aircraft”
(attached) is substituted in lieu thereof.


  



    	P.A. No. 3309	S1-2
BOEING
                                                                                                                                                                                                                                                          PROPRIETARY	S.A. 3



    	 



    

 


9.           Exhibit
A-4 Aircraft Configuration – Block D Aircraft


 


A new Exhibit A-4 Aircraft Configuration
- Block D Aircraft (attached) is added.


 


10.          Supplemental
Exhibit BFEI, BFE Variables


 


Supplemental Exhibit BFEI, BFE Variables
is deleted in its entirety and a new Supplemental Exhibit BFEI, BFE Variables (attached) is substituted in lieu thereof.


 


11.          3309-02
Aircraft Model Substitution


 


Letter Agreement 3309-02, "Aircraft
Model Substitution” is deleted in its entirety and a new Letter Agreement 3309-02, “Aircraft Model Substitution”
(attached) is substituted in lieu thereof.


 


12.          LA
6-1165-REW-114, Special Matters


 


Letter Agreement 6-1165-REW-114, “Special
Matters” is deleted in its entirety and a new Letter Agreement 6-1165-REW-114, “Special Matters” (attached),
is substituted in lieu thereof.


 


13.          LA
6-1165-REW-116, Government Approval


 


Letter Agreement 6-1165-REW-116, “Government
Approval” is deleted in its entirety and a new Letter Agreement 6-1165-REW-116, “Government Approval” (attached),
is substituted in lieu thereof.


 


14.          LA
6-1165-REW-l 17, Special Escalation Program


 


Letter Agreement 6-1165-REW-117, “Special
Escalation Program” is deleted in its entirety and a new Letter Agreement 6-1165-REW-117, “Special Escalation Program”
(attached), is substituted in lieu thereof.


 


15.          LA
6-1165-REW-375, Special Escalation Program


 


A new Letter Agreement 6-1165-REW-375, “Special
Escalation Program” (attached), is added.


 


16.          LA
6-1165-REW-380, Government Approval Block D Aircraft


 


A new Letter Agreement 6-1165-REW-380, “Government
Approval Block D Aircraft” (attached), is added.


 


17.          LA
6-1165-REW-387, Significant Aircraft Improvement Block D Aircraft


 


A new Letter Agreement 6-1165-REW-387, “Significant
Aircraft Improvement Block D Aircraft” (attached), is added.


  



    	P.A. No. 3309	S1-3
BOEING
                                                                                                                                                                                                                                                                               PROPRIETARY	S.A. 3



    	 



    

 


The Purchase Agreement shall be amended
to the extent provided herein and, as so amended, shall continue in full force and effect. In the event of any inconsistency between
the above provisions and the provisions contained in the attachments to this Supplemental Agreement, the terms of the attachments
will control.


 


EXECUTED IN TRIPLICATE as of the day and year first above written.


 


	 	 	 
	THE BOEING COMPANY	 	CHINA EASTERN AIRLINES
		 	CORPORATION, LTD.
	 	 	 	 	 
	By	/s/ Rocky E. Weller	 	By	/s/ Zhang Houxin
	 	 	 	 	 
	Its	Attorney-In-Fact	 	Its	 


 


	CHINA EASTERN AVIATION IMPORT	 
	& EXPORT CORPORATION	 
	 	 	 	 
	By	/s/ Li Zhiyong	 	 
	 	 	 	 
	Its		 	 


 



    	P.A.
                                                                                                                                                                                                    No.
                                                                                                                                                                                                    3309	S1-4
BOEING
                                                                                                                                                                                                             PROPRIETARY	S.A. 3



    	 



    

 


TABLE OF CONTENTS


 


		 	SA

    NUMBER
	ARTICLES 	 	 
	 	 	 
	1.	Quantity, Model and Description	SA 3
	 	 	 
	2.	Delivery Schedule	SA 3
	 	 	 
	3.	Price	SA 3
	 	 	 
	4.	Payment	SA 3
	 	 	 
	5.	Miscellaneous	SA 3
	 	 	 
	TABLE	 	 
	 	 	 
	1.	Aircraft Information Table – Block A Aircraft	SA-3
	2.	Aircraft Information Table – Block B Aircraft	SA 3
	3.	Aircraft Information Table – Block C Aircraft	SA 3
	4.	Aircraft Information Table – Block D Aircraft	SA 3
	 	 	 
	EXHIBIT	 	 
	 	 	 
	A-1.	Aircraft Configuration – Block A Aircraft 	SA-3
	 	 	 
	A-2.	Aircraft Configuration – Block B Aircraft 	SA-3
	 	 	 
	A-3.	Aircraft Configuration – Block C Aircraft 	SA 3
	 	 	 
	A-4.	Aircraft Configuration – Block D Aircraft 	SA 3
	 	 	 
	B.	Aircraft Delivery Requirements and Responsibilities	 


 



    	P.A. No. 3309	i
BOEING
                                                                                                                                                                                                                                                                               PROPRIETARY	SA 3



    	 



    

 


	SUPPLEMENTAL EXHIBITS	 
	 	 	 
	AE1.	Escalation Adjustment/Airframe and Optional Features	 
	 	 	 
	BFE1.	BFE Variables	SA-3
	 	 	 
	CS1.	Customer Support Variables	 
	 	 	 
	EE1.	Engine Escalation/Engine Warranty and Patent Indemnity	 
	 	 	 
	SLP1.	Service Life Policy Components	 



 


	LETTER AGREEMENTS	 
	 	 	 	 
	3309-01 	 	737 Spare Parts Initial Provisioning	 
	 	 	 	 
	3309-02	 	Aircraft Model Substitution	SA-3
	 	 	 	 
	6-1165-REW-0111	 	Liquidated Damages Non-Excusable Delay	 
	 	 	 	 
	6-1165-REW-0112	 	Performance Guarantees	 
	 	 	 	 
	6-1165-REW-0113	 	Special Matters – Toolbox Contract Extension	SA-2
	 	 	 	 
	6-1165 -REW-0114	 	Special Matters	SA-3
	 	 	 	 
	6-1165-REW-0115	 	Payment Matters	 
	 	 	 	 
	6-1165-REW-0116	 	Government Approval	SA-3
	 	 	 	 
	6-1165-REW-0117	 	Special Escalation Program	SA-3
	 	 	 	 
	6-1165-REW-0118	 	Shareholder Approval	 
	 	 	 	 
	6-1165-REW-0119	 	Board Approval	 
	 	 	 	 
	6-1165-REW-0120	 	Volume Agreement	 
	 	 	 	 
	6-1165-REW-0375	 	Special Escalation Program	SA-3
	 	 	 	 
	6-U65-REW-0380	 	Government Approval Block D Aircraft	SA-3
	 	 	 	 
	6-1165-REW-0387	 	Significant Aircraft Improvement Block D Aircraft	SA-3


 



    	P.A. No. 3309	ii
BOEING
                                                                                                                                                                                                                                                          PROPRIETARY	SA 3



    	 



    

 


Purchase Agreement No. 3309


 


between


 


The Boeing Company


 


and


 


China Eastern Airlines Corporation, Ltd.


 


 






 


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


 


Article 1.        Quantity.
Model and Description.


 


The aircraft to be delivered to Customer
will be designated as Model 737-79P and 737-89P aircraft (the Aircraft). Boeing will manufacture and sell to Customer Aircraft
conforming to the configuration described in Exhibit A-l, A-2, A-3 and A-4 in the quantities listed in Table 1, Table 2, Table
3 and Table 4 to the Purchase Agreement.


 


Article 2.       Delivery
Schedule.


 


The scheduled months of delivery of the
Aircraft are listed in the attached Table 1, Table 2, Table 3 and Table 4. Exhibit B describes certain responsibilities for both
Customer and Boeing in order to accomplish the delivery of the Aircraft.


 


Article 3.       Price.


 


3.1        Aircraft
Basic Price. The Aircraft Basic Price is listed in Table 1, Table 2, Table 3 and Table 4 in subject to escalation dollars.


 



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3.2           Advance
Payment Base Prices. The Advance Payment Base Prices listed in Table 1, Table 2, Table 3 and Table 4 were calculated utilizing
the latest escalation factors available to Boeing on the date of this Purchase Agreement projected to the month of scheduled delivery.


 


Article 4.       Payment.


 


4.1        Boeing
acknowledges receipt of a deposit in the amount shown in Table 1, Table 2, Table 3 and Table 4 for each Aircraft (Deposit).


 


4.2        The
standard advance payment schedule for the Model 737-79P and 737-89P aircraft requires Customer to make certain
advance payments, expressed in a percentage of the Advance Payment Base Price of each Aircraft beginning with a payment of
*** less the Deposit, on the effective date of the Purchase Agreement for the Aircraft. Additional advance payments for each
Aircraft are due as specified in and on the first business day of the months listed in the attached Table 1, Table 2, Table 3
and Table 4.


 


4.3        For
any Aircraft whose scheduled month of delivery is less than 24 months from the date of this Purchase Agreement, the total amount
of advance payments due for payment upon signing of this Purchase Agreement will include all advance payments which are past due
in accordance with the standard advance payment schedule set forth in paragraph 4.2 above.


 


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


 


Article 5.       Miscellaneous.


 


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


 


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


 


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


 



    	P.A. No. 3309	2
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5.4         Customer
Support Variables. Information, training, services and other things furnished by Boeing in support of introduction of the
Aircraft into Customer's fleet are described in Supplemental Exhibit CS1. The level of support to be provided under Supplemental
Exhibit CS1 (the Entitlements) assumes that at the time of delivery of Customer's first Aircraft under the Purchase Agreement,
Customer has taken possession of a 737-79P and 737-89P aircraft whether such aircraft was purchased, leased or otherwise obtained
by Customer from Boeing or another party. Under no circumstances under the Purchase Agreement or any other agreement will Boeing
provide the Entitlements more than once to support Customer’s operation of 737-79P and 737-89P aircraft.


 


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


 


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


 


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


 


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


 






    	P.A. No. 3309	3
BOEING
                                                                                                                                                                                                                                                                               PROPRIETARY	SA 3



    	 



    
 


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


 



    	P.A. No. 3309	4
BOEING
                                                                                                                                                                                                                                                                               PROPRIETARY	SA 3



    	 



    

 


	DATED AS OF______________	 
	 	 
	CHINA EASTERN AIRLINES

 CORPORATION, LTD,	THE BOEING COMPANY
		 	 
	By	/s/ Zhang Houxin	 	By	/s/ Rocky E. Weller
	 	 	 	 	 
	Its	 	 	Its	Attorney-in-Fact


 


	CHINA EASTERN AVIATION IMPORT

 & EXPORT CORPORATION	 
	 	 	 
	By	/s/ Li Zhiyong	 	 
	 	 	 	 
	Its	 	 	 


 



    	P.A. No. 3309	5
BOEING
                                                                                                                                                                                                                                                                               PROPRIETARY	SA 3



    	 



    

 


Table 1 to


Purchase Agreement No. PA-03309


Aircraft Delivery, Description, Price
and Advance Payments


 


	Airframe Model/MTOW:      737-700	148000 pounds	Detail Specification:	DO19A001CEA37P (3/31/2011)
	 	 	 	 
	Engine Model/Thrust:        CFM56-7B2	***	Airframe Price Base Year/Escalation Formula:	***
	 	 	 	 
	Airframe Price:	***	Engine Price Base Year/Escalation Formula:	***
	 	 	 	 
	Optional Features:	***	 	 
	 	 	 	 
	Sub-Total of Airframe and Features:	***	Airframe Escalation Date:	***
	 	 	 	 
	Engine Price (Per Aircraft):	***	Base Year Index (ECI):	***
	 	 	 	 
	Aircraft Basic Price (Excluding BFE/SPE):	***	Base Year Index (ICI):	***
	 	 	 	 
	Buyer Furnished Equipment (BFE) Estimate:	***	 	 
	 	 	 	 
	Seller Purchased Equipment (SPE) Estimate:	***	 	 
	 	 	 	 
	Deposit per Aircraft:	***	 	 








	Delivery
	 	Number
of	 	Escalation

        Factor
	 	 	 	 	 	Escalation
Estimate 

Adv Payment Base	 	Advance
    Payment Per Aircraft (Amts. Due/Mos. Prior to Delivery):	 
	Date


    	 	Aircraft 	 	(Airframe)	 	 	 	 	 	Price Per A/P	 	***	 
	***	 	***	 	***	 	***	 	***	 	***	 	***	 









 



    	CEA 57127-1F.TXT	Boeing
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Table 1 to


Purchase Agreement No. PA-03309


Aircraft Delivery, Description, Price
and Advance Payments





 


	Delivery
	 	Number of
	 	Escalation
 Factor
	 	 	 	 	 	Escalation Estimate 

    Adv Payment Base 
	 	Advance
    Payment Per Aircraft (Amts. Due/Mos. Prior to Delivery):	 
	Date	 	Aircraft	 	(Airframe)	 	 	 	 	 	Price Per
    A/P	 	***	***	***	***	 
	Total: 	 	15 	 	 	 	 	 	 	 	 	 	 	 	 	 	 


 



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Table 2 to


Purchase Agreement No. PA-03309


Aircraft Delivery, Description, Price
and Advance Payments


 


	Airframe Model/MTOW:           737-800	***	Detail Specification:	D019A001-0 (3/31/2011)
	 	 	 	 
	Engine Model/Thrust:               CFM56-7B:	***	Airframe Price Base Year/Escalation Formula:	***
	 	 	 	 
	Airframe Price	***	Engine Price Base Year/Escalation Formula:	***
	 	 	 	 
	Optional Features:	*** 	 	 
	 	 	 	 
	Sub-Total of Airframe and Features:	***	Airframe Escalation Data:	***
	 	 	 	 
	Engine Price (Per Aircraft):	***	Base Year Index (ECI):	***
	 	 	 	 
	Aircraft Basic Price (Excluding BFE/SPE):	***	Base Year Index (ICI):	***
	 	 	 	 
	Buyer Furnished Equipment (BFE) Estimate:	***	 	 
	 	 	 	 
	Seller Purchased Equipment (SPE) Estimate:	***	 	 
	 	 	 	 
	Deposit per Aircraft:	***	 	 








	Delivery

        
	 	Number
    of	 	Escalation

        Factor
	 	 	 	 	 	Escalation
    Estimate 

    Adv Payment Base	 	Advance
    Payment Per Aircraft (Amts. Due/Mos. Prior to Delivery):	 
	Date	 	Aircraft 	 	(Airframe)	 	 	 	 	 	Price Per A/P 	 	***	 
	***	 	***	 	***	 	***	 	***	 	***	 	***	 
	Total	 	14	 	 	 	 	 	 	 	 	 	 	 





 



    	CEA 57650-1F.TXT	Boeing
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Table 3 to


Purchase Agreement No. PA-03309


Aircraft Delivery, Description, Price
and Advance Payments


 


	Airframe Model/MTOW:         
    737-700	***	Detail Specification;	D019A001CEA37P (3/31/2011)
	 	 	 	 
	Engine Model/Thrust:            
    CFM56-7E	***	Airframe Price Base Year/Escalation Formula:	***
	 	 	 	 
	Airframe Price	***	Engine Price Base Year/Escalation Formula;	***
	 	 	 	 
	Optional Features:	*** 	 	 
	 	 	 	 
	Sub-Total of Airframe and Features:	***	Airframe Escalation	***
	 	 	 	 
	Engine Price (Per Aircraft):	***	Base Year Index (ECI):	***
	 	 	 	 
	Aircraft Basic Price (Excluding BFE/SPE):	***	Base Year Index (ICI):	***
	 	 	 	 
	Buyer Furnished Equipment (BFE) Estimate:	***	 	 
	 	 	 	 
	Seller Purchased Equipment (SPE) Estimate:	***	 	 
	 	 	 	 
	Deposit per Aircraft:	***	 	 
	 	 	 	 








	Delivery
	 	Number of	 	Escalation

        Factor
	 	 	 	 	 	Escalation Estimate
    

    Adv Payment Base	 	Advance
    Payment Per Aircraft (Amts. Due/Mos. Prior to Delivery):	 
	Date	 	Aircraft	 	(Airframe)	 	 	 	 	 	Price Per A/P	 	***	 
	***	 	***	 	***	 	***	 	***	 	***	 	***	 





 



    	CEA 57591-1F.TXT	Boeing
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Table 4 To


Purchase Agreement No. 3309


Aircraft Delivery, Description, Price
and Advance Payments


 


	Airframe Model/MTOW:            737-800	***	Detail Specification:	D019A001-0 (3/31/2011)
	 	 	 	 
	Engine Model/Thrust:                CFM56-7B2	***	Airframe Price Base Year/Escalation Formula:	***
	 	 	 	 
	Airframe Price:	***	Engine Price Base Year/Escalation Formula:	***
	 	 	 	 
	Optional Features:	*** 	 	 
	 	 	 	 
	Sub-Total of Airframe and Features:	*** 	Airframe Escalation Date:	***
	 	 	 	 
	Engine Price (Per Aircraft):	***	Base Year Index (ECI):	***
	 	 	 	 
	Aircraft Basic Price (Excluding BFE/SPE):	***	Base Year Index (ICI):	***
	 	 	 	 
	Buyer Furnished Equipment (BFE) Estimate:	***		 
	 	 	 	 
	Seller Purchased Equipment (SPE) Estimate:	***	 	 
	 	 	 	 
	Deposit per Aircraft:	***	 	 








	Delivery
	 	Number
    of	 	Escalation

        Factor
	 	 	 	 	 	Escalation
    Estimate 

    Adv Payment Base	 	Advance
    Payment Per Aircraft (Amts. Due/Mos. Prior to Delivery):	 
	Date	 	Aircraft	 	(Airframe)	 	 	 	 	 	Price Per A/P	 	***	 
	***	 	***	 	***	 	***	 	***	 	***	 	***	 





 



    	CEA 57656-1F.TXT	Boeing
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Table 4 To


Purchase Agreement No. 3309


Aircraft Delivery, Description, Price
and Advance Payments


 





	Delivery

        
	 	Number
    of	 	Escalation

        Factor
	 	 	 	 	 	Escalation
    Estimate 

    Adv Payment Base	 	Advance
    Payment Per Aircraft (Amts. Due/Mos. Prior to Delivery):	 
	Date	 	Aircraft	 	(Airframe)	 	 	 	 	 	Price Per A/P	 	***	 
	***	 	***	 	***	 	***	 	***	 	***	 	***	 








	Total:	 	45	 		 		 		 		 		 


 



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AIRCRAFT CONFIGURATION


 


between


 


THE BOEING COMPANY


 


and


 


CHINA EASTERN AIRLINES CORPORATION, LTD.


 


Exhibit A-l to Purchase Agreement Number
3309


 


Block A aircraft


 



    	P.A. No. 3309	A
BOEING
                                                                                                                                                                                                                                                          PROPRIETARY	 



    	 



    

 


AIRCRAFT CONFIGURATION


 


Dated _________


 


relating to


 


Block A


 


BOEING MODEL 737-79P AIRCRAFT


 


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


 



    	P.A. No. 3309	A-1
BOEING
                                                                                                                                                                                                                                                          PROPRIETARY	 



    	 



    







 





	CEA PA3309 SA-3 Exhibit A-1.XLS	BOEING PROPRIETARY	7/15/2011-12:34 PM







 


	CR	 	CEA PA 3309 
 Exhibit A-l SA-3 
 Title	 	2007$
  Price 
 Per A/C
	***	 	***	 	***
	 	 	 	 	 	 	 


 



    	P.A.	BOEING PROPRIETARY	Page 1



    	 



    

 





	CEA PA3309 SA-3 Exhibit A-1.XLS	BOEING PROPRIETARY	7/15/2011-12:34 PM










 


	CR	 	CEA PA 3309 
 Exhibit A-l SA-3 
 Title	 	2007$
  Price 
 Per A/C
	***	 	***	 	***
	 	 	 	 	 	 	 


 



    	P.A.	BOEING PROPRIETARY	Page 2



    	 



    

 





	CEA PA3309 SA-3 Exhibit A-1.XLS	BOEING PROPRIETARY	7/15/2011-12:34 PM







 


	CR	 	CEA PA 3309 
 Exhibit A-l SA-3 
 Title	 	2007$
  Price 
 Per A/C
	***	 	***	 	***
	 	 	 	 	 	 	 


 



    	P.A.	BOEING PROPRIETARY	Page 3



    	 



    

 





	CEA PA3309 SA-3 Exhibit A-1.XLS	BOEING PROPRIETARY	7/15/2011-12:34 PM







 


	CR	 	CEA PA 3309 
 Exhibit A-l SA-3 
 Title	 	2007$
  Price 
 Per A/C
	***	 	***	 	***
	 	 	 	 	 	 	 


 



    	P.A.	BOEING PROPRIETARY	Page 4



    	 



    

 





	CEA PA3309 SA-3 Exhibit A-1.XLS	BOEING PROPRIETARY	7/15/2011-12:34 PM







 


	CR	 	CEA PA 3309 
 Exhibit A-l SA-3 
 Title	 	2007$
  Price 
 Per A/C
	***	 	***	 	***
	 	 	 	 	 	 	 


 



    	P.A.	BOEING PROPRIETARY	Page 5



    	 



    

 


AIRCRAFT CONFIGURATION


 


between


 


THE BOEING COMPANY


 


and


 


CHINA EASTERN AIRLINES CORPORATION, LTD.






Exhibit A-2 to Purchase Agreement Number
3309


 


Block B aircraft


 



    	P.A. No. 3309	A
BOEING
                                                                                                                                                                                                                                                                               PROPRIETARY	SA-3



    	 



    

 


AIRCRAFT CONFIGURATION


 


Dated _________


 


relating to


 


Block B


 


BOEING MODEL 737-89P AIRCRAFT


 


The Detail Specification will be comprised of Boeing Detail
Specification *** as amended to incorporate the Options listed below, including the effects on Manufacturer's Empty Weight (MEW)
and Operating Empty Weight (OEW). As soon as practicable, Boeing will furnish to Customer copies of the Detail Specification, which
copies will reflect such Options. The Aircraft Basic Price reflects and includes all effects of such Options, except such Aircraft
Basic Price does not include the price effects of any Buyer Furnished Equipment or Seller Purchased Equipment.


 


	***


 



    	P.A. No. 3309	A-1
BOEING
                                                                                                                                                                                                                                                                               PROPRIETARY	SA-3



    	 



    




 











	CEA38WBSI_071411084543_Table 2.XLS	BOEING PROPRIETARY	7/18/2011-9:52 AM





 


	CR	 	CEA PA 3309
 Exhibit A-2 SA-3
 Title	 	2007 $
 Price
 Per A/C
	***	 	***	 	***


 



    	P.A.	BOEING PROPRIETARY	Page 1



    	 



    

 








	CEA38WBSI_071411084543_Table 2.XLS	BOEING PROPRIETARY	7/18/2011-9:52 AM





 


	CR	 	CEA PA 3309
 Exhibit A-2 SA-3
 Title	 	2007 $
 Price
 Per A/C
	***	 	***	 	***


 



    	P.A.	BOEING PROPRIETARY	Page 2



    	 



    

 








	CEA38WBSI_071411084543_Table 2.XLS	BOEING PROPRIETARY	7/18/2011-9:52 AM





 


	CR	 	CEA PA 3309
 Exhibit A-2 SA-3
 Title	 	2007 $
 Price
 Per A/C
	***	 	***	 	***


 



    	P.A.	BOEING PROPRIETARY	Page 3



    	 



    

 








	CEA38WBSI_071411084543_Table 2.XLS	BOEING PROPRIETARY	7/18/2011-9:52 AM







 


	CR	 	CEA PA 3309
 Exhibit A-2 SA-3
 Title	 	2007 $
 Price
 Per A/C
	***	 	***	 	***


 



    	P.A.	BOEING PROPRIETARY	Page 4



    	 



    

 


	CEA38WBSI_071411084543_Table 2.XLS	BOEING PROPRIETARY	7/18/2011-9:52 AM





	 	 	 	 	 






	 	 	CEA PA 3309	 	2007 $
	 	 	Exhibit A-2 SA-3	 	Price
	CR	 	Title	 	Per A/C
	***	 	***	 	***





 



    	P.A.	BOEING PROPRIETARY	Page 5



    	 



    

 


AIRCRAFT CONFIGURATION


 


between


 


THE BOEING COMPANY


 


and


 


CHINA EASTERN AIRLINES CORPORATION, LTD.


 


Exhibit A-3 to Purchase Agreement Number
3309


 


Block C aircraft


 



    	P.A. No. 3309	A
BOEING
                                                                                                                                                                                                                                                                               PROPRIETARY	SA-3



    	 



    

 


AIRCRAFT CONFIGURATION


 


Dated________


 


relating to


 


Block C


 


BOEING MODEL 737-79P AIRCRAFT


 


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


 



    	P.A. No. 3309	A-1
BOEING
                                                                                                                                                                                                                                                                               PROPRIETARY	SA-3



    	 



    

 


	CEA37WEXHA-HH08_071211053805.XLS	BOEING PROPRIETARY	7/15/2011-12:46 PM


 


	 	 	CEA PA 3309	 	2008
    $
	 	 	Exhibit A-3 SA-3	 	Price
	CR	 	Title	 	Per A/C
	***	 	***	 	***











 



    	P.A.	BOEING
                                                                                                                                                                                                                                                 PROPRIETARY	Page 1



    	 



    

 


	CEA37WEXHA-HH08_071211053805.XLS	BOEING PROPRIETARY	7/15/2011-12:46 PM


 





	 	 	CEA PA 3309	 	2008
    $
	 	 	Exhibit A-3 SA-3	 	Price
	CR	 	Title	 	Per A/C
	***	 	***	 	***





 



    	P.A.	BOEING
                                                                                                                                                                                                                                                 PROPRIETARY	Page 2



    	 



    

 


	CEA37WEXHA-HH08_071211053805.XLS	BOEING PROPRIETARY	7/15/2011-12:46 PM


 





	 	 	CEA PA 3309	 	2008
    $
	 	 	Exhibit A-3 SA-3	 	Price
	CR	 	Title	 	Per A/C
	***	 	***	 	***





 



    	P.A.	BOEING
                                                                                                                                                                                                                                                 PROPRIETARY	Page 3



    	 



    

 


	CEA37WEXHA-HH08_071211053805.XLS	BOEING PROPRIETARY	7/15/2011-12:46 PM


 





	 	 	CEA PA 3309	 	2008
    $
	 	 	Exhibit A-3 SA-3	 	Price
	CR	 	Title	 	Per A/C
	***	 	***	 	***





 



    	P.A.	BOEING
                                                                                                                                                                                                                                                 PROPRIETARY	Page 4



    	 



    

 


	CEA37WEXHA-HH08_071211053805.XLS	BOEING PROPRIETARY	7/15/2011-12:46 PM


 





	 	 	CEA PA 3309	 	2008
    $
	 	 	Exhibit A-3 SA-3	 	Price
	CR	 	Title	 	Per A/C
	***	 	***	 	***





 



    	P.A.	BOEING
                                                                                                                                                                                                                                                 PROPRIETARY	Page 5



    	 



    

 


AIRCRAFT CONFIGURATION


 


between


 


THE BOEING COMPANY


 


and


 


CHINA EASTERN AIRLINES CORPORATION, LTD.


 


Exhibit A-4 to Purchase Agreement Number
3309


 


Block D aircraft


 



    	P.A. No. 3309	A
BOEING
                                                                                                                                                                                                                                                                               PROPRIETARY	SA-3



    	 



    

 


AIRCRAFT CONFIGURATION


 


Dated______


 


relating to


 


Block D


 


BOEING MODEL 737-89P AIRCRAFT


 


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


 



    	P.A. No. 3309	A-1
BOEING
                                                                                                                                                                                                                                                                               PROPRIETARY	SA-3



    	 



    

 


	CEA38WBSI-08_071511094616_Table 4.XLS	BOEING PROPRIETARY	7/18/2011-10:36 AM


 





	 	 	CEA PA 3309	 	2008$
	 	 	Exhibit A-4 SA-3	 	Price
	CR	 	Title	 	Per A/C
	***	 	***	 	***








 



    	P.A.	BOEING
                                                                                                                                                                                                                                                 PROPRIETARY	Page 1



    	 



    

 


	CEA38WBSI-08_071511094616_Table 4.XLS	BOEING PROPRIETARY	7/18/2011-10:36 AM


 





	 	 	CEA PA 3309	 	2008$
	 	 	Exhibit A-4 SA-3	 	Price
	CR	 	Title	 	Per A/C
	***	 	***	 	***





 



    	P.A.	BOEING
                                                                                                                                                                                                                                                 PROPRIETARY	Page 2



    	 



    

 


	CEA38WBSI-08_071511094616_Table 4.XLS	BOEING PROPRIETARY	7/18/2011-10:36 AM


 





	 	 	CEA PA 3309	 	2008$
	 	 	Exhibit A-4 SA-3	 	Price
	CR	 	Title	 	Per A/C
	***	 	***	 	***





 



    	P.A.	BOEING
                                                                                                                                                                                                                                                 PROPRIETARY	Page 3



    	 



    

 


	CEA38WBSI-08_071511094616_Table 4.XLS	BOEING PROPRIETARY	7/18/2011-10:36 AM


 





	 	 	CEA PA 3309	 	2008$
	 	 	Exhibit A-4 SA-3	 	Price
	CR	 	Title	 	Per A/C
	***	 	***	 	***





 



    	P.A.	BOEING
                                                                                                                                                                                                                                                 PROPRIETARY	Page 4



    	 



    

 


	CEA38WBSI-08_071511094616_Table 4.XLS	BOEING PROPRIETARY	7/18/2011-10:36 AM


 





	 	 	CEA PA 3309	 	2008$
	 	 	Exhibit A-4 SA-3	 	Price
	CR	 	Title	 	Per A/C
	***	 	***	 	***





 



    	P.A.	BOEING
                                                                                                                                                                                                                                                 PROPRIETARY	Page 5



    	 



    

 


BUYER
FURNISHED EQUIPMENT VARIABLES


 


between


 


THE
BOEING COMPANY


 


and


 


CHINA
EASTERN AIRLINES CORPORATION, LTD. (CEA)


 


Supplemental
Exhibit BFE1 to Purchase Agreement Number 3309


 


SA-3


 



    	P.A. No. 3309	BFE1
BOEING
                                                                                                                                                                                                                                                                               PROPRIETARY	SA-3



    	 



    

  


BOEING
                                                                                                                                                                                                                                                                               PROPRIETARY


 


BUYER FURNISHED
EQUIPMENT VARIABLES


 


relating
to


 


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


 


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


 


		1.	Supplier Selection.



 


Customer
will:


 


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



 


	Galley System	Complete
	 	 
	Galley Inserts	Complete
	 	 
	Seats (passenger)	Complete
	 	 
	Cabin Systems Equipment	Complete
	 	 
	Miscellaneous Emergency Equipment	Complete
	 	 
	Cargo Handling Systems	Complete


 


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


 



    	P.A. No. 3309	BFE1
BOEING
                                                                                                                                                                                                                                                                               PROPRIETARY	SA-3



    	 



    

 


BOEING
                                                                                                                                                                                                                                                                               PROPRIETARY 


  


		2.	On-dock Dates



 


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


 


	Item	 	Preliminary On-Dock Dates
	 	 	 
	Seats	 	***
	Galleys/Furnishings	 	***
	Antennas & Mounting Equipment	 	***
	Avionics	 	***
	Cabin Systems Equipment	 	***
	Miscellaneous Emergency Equipment	 	***
	Textiles/Raw Material	 	***
	Cargo Systems	 	***
	Provision Kits	 	***
	Radomes	 	***


 



    	P.A. No. 3309	BFE1
BOEING
                                                                                                                                                                                                                                                                               PROPRIETARY	SA-3



    	 



    

 


BOEING
                                                                                                                                                                                                                                                                               PROPRIETARY 


  


	Item	 	Preliminary On-Dock Dates
	 	 	 
	Seats	 	***
	Galleys/Furnishings	 	***
	Antennas & Mounting Equipment	 	***
	Avionics	 	***
	Cabin Systems Equipment	 	***
	Miscellaneous Emergency Equipment	 	***
	Textiles/Raw Material	 	***
	Cargo Systems	 	***
	Provision Kits	 	***
	Radomes	 	***


 


	Item	 	Preliminary On-Dock Dates
	 	 	 
	Seats	 	***
	Galleys/Furnishings	 	***
	Antennas & Mounting Equipment	 	***
	Avionics	 	***
	Cabin Systems Equipment	 	***
	Miscellaneous Emergency Equipment	 	***
	Textiles/Raw Material	 	***
	Cargo Systems	 	***
	Provision Kits	 	***
	Radomes	 	***


 



    	P.A. No. 3309	BFE1
BOEING
                                                                                                                                                                                                                                                                               PROPRIETARY	SA-3



    	 



    

 


BOEING
                                                                                                                                                                                                                                                                               PROPRIETARY 


 


	Item	 	Preliminary On-Dock Dates
	 	 	 
	Seats	 	***
	Galleys/Furnishings	 	***
	Antennas & Mounting Equipment	 	***
	Avionics	 	***
	Cabin Systems Equipment	 	***
	Miscellaneous Emergency Equipment	 	***
	Textiles/Raw Material	 	***
	Cargo Systems	 	***
	Provision Kits	 	***
	Radomes	 	***


 


	Item	 	Preliminary On-Dock Dates
	 	 	 
	Seats	 	***
	Galleys/Furnishings	 	***
	Antennas & Mounting Equipment	 	***
	Avionics	 	***
	Cabin Systems Equipment	 	***
	Miscellaneous Emergency Equipment	 	***
	Textiles/Raw Material	 	***
	Cargo Systems	 	***
	Provision Kits	 	***
	Radomes	 	***


 



    	P.A. No. 3309	BFE1
BOEING
                                                                                                                                                                                                                                                                               PROPRIETARY	SA-3



    	 



    

 


BOEING
                                                                                                                                                                                                                                                                               PROPRIETARY 


 


	Item	 	Preliminary On-Dock Dates
	 	 	 
	Seats	 	***
	Galleys/Furnishings	 	***
	Antennas & Mounting Equipment	 	***
	Avionics	 	***
	Cabin Systems Equipment	 	***
	Miscellaneous Emergency Equipment	 	***
	Textiles/Raw Material	 	***
	Cargo Systems	 	***
	Provision Kits	 	***
	Radomes	 	***


 


	Item	 	Preliminary On-Dock Dates
	 	 	 
	Seats	 	***
	Galleys/Furnishings	 	***
	Antennas & Mounting Equipment	 	***
	Avionics	 	***
	Cabin Systems Equipment	 	***
	Miscellaneous Emergency Equipment	 	***
	Textiles/Raw Material	 	***
	Cargo Systems	 	***
	Provision Kits	 	***
	Radomes	 	***


 



    	P.A. No. 3309	BFE1
BOEING
                                                                                                                                                                                                                                                                               PROPRIETARY	SA-3



    	 



    

 


BOEING
                                                                                                                                                                                                                                                                               PROPRIETARY 


 


	Item	 	Preliminary On-Dock Dates
	 	 	 
	Seats	 	***
	Galleys/Furnishings	 	***
	Antennas & Mounting Equipment	 	***
	Avionics	 	***
	Cabin Systems Equipment	 	***
	Miscellaneous Emergency Equipment	 	***
	Textiles/Raw Material	 	***
	Cargo Systems	 	***
	Provision Kits	 	***
	Radomes	 	***


 


	Item	 	Preliminary On-Dock Dates
	 	 	 
	Seats	 	***
	Galleys/Furnishings	 	***
	Antennas & Mounting Equipment	 	***
	Avionics	 	***
	Cabin Systems Equipment	 	***
	Miscellaneous Emergency Equipment	 	***
	Textiles/Raw Material	 	***
	Cargo Systems	 	***
	Provision Kits	 	***
	Radomes	 	***


 



    	P.A. No. 3309	BFE1
BOEING
                                                                                                                                                                                                                                                                               PROPRIETARY	SA-3



    	 



    

 


BOEING
                                                                                                                                                                                                                                                                               PROPRIETARY 


 


	Item	 	Preliminary On-Dock Dates
	 	 	 
	Seats	 	***
	Galleys/Furnishings	 	***
	Antennas & Mounting Equipment	 	***
	Avionics	 	***
	Cabin Systems Equipment	 	***
	Miscellaneous Emergency Equipment	 	***
	Textiles/Raw Material	 	***
	Cargo Systems	 	***
	Provision Kits	 	***
	Radomes	 	***


 


	Item	 	Preliminary On-Dock Dates
	 	 	 
	Seats	 	***
	Galleys/Furnishings	 	***
	Antennas & Mounting Equipment	 	***
	Avionics	 	***
	Cabin Systems Equipment	 	***
	Miscellaneous Emergency Equipment	 	***
	Textiles/Raw Material	 	***
	Cargo Systems	 	***
	Provision Kits	 	***
	Radomes	 	***


 



    	P.A. No. 3309	BFE1
BOEING
                                                                                                                                                                                                                                                                               PROPRIETARY	SA-3



    	 



    

 


BOEING
                                                                                                                                                                                                                                                                               PROPRIETARY 


 


	Item	 	Preliminary On-Dock Dates
	 	 	 
	Seats	 	***
	Galleys/Furnishings	 	***
	Antennas & Mounting Equipment	 	***
	Avionics	 	***
	Cabin Systems Equipment	 	***
	Miscellaneous Emergency Equipment	 	***
	Textiles/Raw Material	 	***
	Cargo Systems	 	***
	Provision Kits	 	***
	Radomes	 	***


 


	Item	 	Preliminary On-Dock Dates
	 	 	 
	Seats	 	***
	Galleys/Furnishings	 	***
	Antennas & Mounting Equipment	 	***
	Avionics	 	***
	Cabin Systems Equipment	 	***
	Miscellaneous Emergency Equipment	 	***
	Textiles/Raw Material	 	***
	Cargo Systems	 	***
	Provision Kits	 	***
	Radomes	 	***


 



    	P.A. No. 3309	BFE1
BOEING
                                                                                                                                                                                                                                                                               PROPRIETARY	SA-3



    	 



    

 


BOEING
                                                                                                                                                                                                                                                                               PROPRIETARY 


 


	Item	 	Preliminary On-Dock Dates
	 	 	 
	Seats	 	***
	Galleys/Furnishings	 	***
	Antennas & Mounting Equipment	 	***
	Avionics	 	***
	Cabin Systems Equipment	 	***
	Miscellaneous Emergency Equipment	 	***
	Textiles/Raw Material	 	***
	Cargo Systems	 	***
	Provision Kits	 	***
	Radomes	 	***


 


	Item	 	Preliminary On-Dock Dates
	 	 	 
	Seats	 	***
	Galleys/Furnishings	 	***
	Antennas & Mounting Equipment	 	***
	Avionics	 	***
	Cabin Systems Equipment	 	***
	Miscellaneous Emergency Equipment	 	***
	Textiles/Raw Material	 	***
	Cargo Systems	 	***
	Provision Kits	 	***
	Radomes	 	***


 



    	P.A. No. 3309	BFE1
BOEING
                                                                                                                                                                                                                                                                               PROPRIETARY	SA-3



    	 



    

 


BOEING
                                                                                                                                                                                                                                                                               PROPRIETARY 


 


	Item	 	Preliminary On-Dock Dates
	 	 	 
	Seats	 	***
	Galleys/Furnishings	 	***
	Antennas & Mounting Equipment	 	***
	Avionics	 	***
	Cabin Systems Equipment	 	***
	Miscellaneous Emergency Equipment	 	***
	Textiles/Raw Material	 	***
	Cargo Systems	 	***
	Provision Kits	 	***
	Radomes	 	***


 


	Item	 	Preliminary On-Dock Dates
	 	 	 
	Seats	 	***
	Galleys/Furnishings	 	***
	Antennas & Mounting Equipment	 	***
	Avionics	 	***
	Cabin Systems Equipment	 	***
	Miscellaneous Emergency Equipment	 	***
	Textiles/Raw Material	 	***
	Cargo Systems	 	***
	Provision Kits	 	***
	Radomes	 	***


 



    	P.A. No. 3309	BFE1
BOEING
                                                                                                                                                                                                                                                                               PROPRIETARY	SA-3



    	 



    

 


BOEING
                                                                                                                                                                                                                                                                               PROPRIETARY 


 


	Item	 	Preliminary On-Dock Dates
	 	 	 
	Seats	 	***
	Galleys/Furnishings	 	***
	Antennas & Mounting Equipment	 	***
	Avionics	 	***
	Cabin Systems Equipment	 	***
	Miscellaneous Emergency Equipment	 	***
	Textiles/Raw Material	 	***
	Cargo Systems	 	***
	Provision Kits	 	***
	Radomes	 	***


 


	Item	 	Preliminary On-Dock Dates
	 	 	 
	Seats	 	***
	Galleys/Furnishings	 	***
	Antennas & Mounting Equipment	 	***
	Avionics	 	***
	Cabin Systems Equipment	 	***
	Miscellaneous Emergency Equipment	 	***
	Textiles/Raw Material	 	***
	Cargo Systems	 	***
	Provision Kits	 	***
	Radomes	 	***


 



    	P.A. No. 3309	BFE1
BOEING
                                                                                                                                                                                                                                                                               PROPRIETARY	SA-3



    	 



    

 


BOEING
                                                                                                                                                                                                                                                                               PROPRIETARY 


 


	Item	 	Preliminary On-Dock Dates
	 	 	 
	Seats	 	***
	Galleys/Furnishings	 	***
	Antennas & Mounting Equipment	 	***
	Avionics	 	***
	Cabin Systems Equipment	 	***
	Miscellaneous Emergency Equipment	 	***
	Textiles/Raw Material	 	***
	Cargo Systems	 	***
	Provision Kits	 	***
	Radomes	 	***


 


	Item	 	Preliminary On-Dock Dates
	 	 	 
	Seats	 	***
	Galleys/Furnishings	 	***
	Antennas & Mounting Equipment	 	***
	Avionics	 	***
	Cabin Systems Equipment	 	***
	Miscellaneous Emergency Equipment	 	***
	Textiles/Raw Material	 	***
	Cargo Systems	 	***
	Provision Kits	 	***
	Radomes	 	***


 



    	P.A. No. 3309	BFE1
BOEING
                                                                                                                                                                                                                                                                               PROPRIETARY	SA-3



    	 



    

 


BOEING
                                                                                                                                                                                                                                                                               PROPRIETARY 


 


	Item	 	Preliminary On-Dock Dates
	 	 	 
	Seats	 	***
	Galleys/Furnishings	 	***
	Antennas & Mounting Equipment	 	***
	Avionics	 	***
	Cabin Systems Equipment	 	***
	Miscellaneous Emergency Equipment	 	***
	Textiles/Raw Material	 	***
	Cargo Systems	 	***
	Provision Kits	 	***
	Radomes	 	***


 


	Item	 	Preliminary On-Dock Dates
	 	 	 
	Seats	 	***
	Galleys/Furnishings	 	***
	Antennas & Mounting Equipment	 	***
	Avionics	 	***
	Cabin Systems Equipment	 	***
	Miscellaneous Emergency Equipment	 	***
	Textiles/Raw Material	 	***
	Cargo Systems	 	***
	Provision Kits	 	***
	Radomes	 	***


 



    	P.A. No. 3309	BFE1
BOEING
                                                                                                                                                                                                                                                                               PROPRIETARY	SA-3



    	 



    

 


BOEING
                                                                                                                                                                                                                                                                               PROPRIETARY 


 


	Item	 	Preliminary On-Dock Dates
	 	 	 
	Seats	 	***
	Galleys/Furnishings	 	***
	Antennas & Mounting Equipment	 	***
	Avionics	 	***
	Cabin Systems Equipment	 	***
	Miscellaneous Emergency Equipment	 	***
	Textiles/Raw Material	 	***
	Cargo Systems	 	***
	Provision Kits	 	***
	Radomes	 	***


 


	Item	 	Preliminary On-Dock Dates
	 	 	 
	Seats	 	***
	Galleys/Furnishings	 	***
	Antennas & Mounting Equipment	 	***
	Avionics	 	***
	Cabin Systems Equipment	 	***
	Miscellaneous Emergency Equipment	 	***
	Textiles/Raw Material	 	***
	Cargo Systems	 	***
	Provision Kits	 	***
	Radomes	 	***


 



    	P.A. No. 3309	BFE1
BOEING
                                                                                                                                                                                                                                                                               PROPRIETARY	SA-3



    	 



    

 


BOEING
                                                                                                                                                                                                                                                                               PROPRIETARY


  


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


 


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


 



    	P.A. No. 3309	BFE1
BOEING
                                                                                                                                                                                                                                                                               PROPRIETARY	SA-3



    	 



    

 





 


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


 


3309-02


 


China Eastern Airlines Corporation, Ltd.


2550 Hongqiao Road


Shanghai 200335


People's Republic of China


 


		Subject:	Aircraft Model Substitution



 


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



 


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


 


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


 


		1.	Customer’s Written Notice.



 


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


 


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


 


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


 



    	P.A. No. 3309	BOEING
                                                                                                                                                                                                                                                          PROPRIETARY	SA-3



    	 



    

 





 


China Eastern Airlines Corporation, Ltd.


3309-02  Page 2


 





		2.	Boeing's Production Capability.



 


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


 


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


 


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


 


		3.	Definitive Agreement.



 


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


 


		4.	Price and Advance Payments.



 


***


 



    	P.A. No. 3309	BOEING
                                                                                                                                                                                                                                                          PROPRIETARY	SA-3



    	 



    

 





 


China Eastern Airlines Corporation, Ltd.


3309-02  Page 3


 


***


 








		5.	Confidential Treatment.



 


Customer understands and agrees that the information contained
herein represents confidential business information and has value precisely because it is not available generally or to other parties,
Customer agrees to limit the disclosure of its contents to employees of Customer with a need to know the contents for purposes
of helping Customer perform its obligations under the Purchase Agreement and who understand they are not to disclose its contents
to any other person or entity without the prior written consent of Boeing.


 



    	P.A. No. 3309	BOEING
                                                                                                                                                                                                                                                          PROPRIETARY	SA-3



    	 



    

 


 


 


China Eastern Airlines
Corporation, Ltd.


3309-02  Page 4


  


	Very truly yours,
	 
	THE BOEING COMPANY
	 
	By	/s/ Rocky E. Weller	 
	 	 	 
	Its	Attorney-In-Fact	 
	 
	ACCEPTED AND AGREED TO this
	 
	Date:                                                  , 2011
	 
	CHINA EASTERN AIRLINES CORPORATION, LTD.
	 
	By	/s/ Zhang Houxin	 
	 	 	 
	Its	 	 
	 
	CHINA EASTERN AVIATION IMPORT & EXPORT CORPORATION
	 
	BY	/s/ Li Zhiyong	 
	 	 	 
	Its	 	 


 



    	P.A. No. 3309	BOEING
                                                                                                                                                                                                                                                          PROPRIETARY	SA-3



    	 



    







 


 


 


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


 


6-1165-REW-0114


 


China Eastern Airlines Corporation, Ltd.


2550 Hongqiao Road


Shanghai 200335


People’s Republic of China


 


		Subject:	Special Matters



 


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



 


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


 


		1.	***



 


		1.1	***



 


		1.2	***



 



    	P.A. No. 3309	BOEING
                                                                                                                                                                                                                                                          PROPRIETARY	SA-3



    	 



    

 





 


China Eastern Airlines
Corporation, Ltd.


6-1165-REW-0114  Page 2


   


		1.3	***



 


		1.4	***



 


		1.5	*** 



 



    	P.A. No. 3309	BOEING
                                                                                                                                                                                                                                                          PROPRIETARY	SA-3



    	 



    

 





 


China Eastern Airlines
Corporation, Ltd.


6-1165-REW-0114  Page 3


 


invoice payment of the Aircraft. It may not be applied toward advance payments due on the Aircraft. 


 





		1.6	Customer Training Credit Memorandum – Block B and Block D Aircraft.



 


		1.7	***



 


		1.8	***



 



    	P.A. No. 3309	BOEING
                                                                                                                                                                                                                                                          PROPRIETARY	SA-3



    	 



    

 





 


China Eastern Airlines
Corporation, Ltd.


6-1165-REW-0114  Page 4


 


		1.9	***



 


		1.10	***



 


2.          Assignment.
    The Credit Memoranda described in this Letter Agreement are provided as a financial accommodation to Customer
in consideration of Customer’s becoming the operator of the Block A, Block B, Block C and Block D Aircraft, and cannot be
assigned, in whole or in part, without the prior written consent of The Boeing Company.


 


3.          Confidential
Treatment.     Customer understands and agrees that the information contained herein represents confidential
business information and has value precisely because it is not available generally or to other parties. Customer agrees to limit
the disclosure of its contents to employees of Customer with a need to know the contents for purposes of helping Customer perform
its obligations under the Purchase Agreement and who understand they are not to disclose its contents to any other person or entity
without the prior written consent of Boeing.


 



    	P.A. No. 3309	BOEING
                                                                                                                                                                                                                                                          PROPRIETARY	SA-3



    	 



    

 





 


China Eastern Airlines Corporation, Ltd.


6-1165-REW-0114  Page 5


 


	Very truly yours,
	 
	THE BOEING COMPANY
	 
	By	/s/ Rocky E. Weller	 
	 	 	 
	Its	Attorney-In-Fact	 
	 
	ACCEPTED AND AGREED TO this
	 
	Date:                                                  , 2011
	 
	CHINA EASTERN AIRLINES CORPORATION, LTD.
	 
	By	/s/ Zhang Houxin	 
	 	 	 
	Its	 	 
	 
	CHINA EASTERN AVIATION IMPORT & EXPORT CORPORATION
	 
	By	/s/ Li Zhiyong	 
	 	 	 
	Its	 	 


 








    	P.A. No. 3309	BOEING
                                                                                                                                                                                                                                                          PROPRIETARY	SA-3



    	 



    


 


 


 




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


 


6-1I65-REW-0116


 


China Eastern Airlines Corporation,
Ltd.


2550 Hongqiao Road


Shanghai 200335


People’s Republic of China


 


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


 


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


 


		1.	Government Approval.



 


Customer
will use its best efforts to obtain approval for the purchase of the Aircraft from the Government of the People's Republic of China
(PRC) as soon as practicable after the signing of this Letter Agreement, and will advise Boeing promptly after such approval has
been obtained. Both parties, Boeing and Customer, acknowledge that Customer requires approval from the government of the PRC. Boeing
will use its best efforts to support Customer in obtaining such approval.


 


		2.	Rescheduling of Aircraft.



 


If
Boeing has not received written or telegraphic notice from Customer on or before *** prior to Block A, Block B and Block C
Aircraft that Government approval has been obtained, or Customer is not current
with advanced payments, Boeing may, *** 


 



    	P.A. No. 3309	BOEING
                                                                                                                                                                                                                                                          PROPRIETARY	SA-3



    	 



    

 


  


 


China Eastern Airlines Corporation,
Ltd.


6-1165-REW-0116  Page
2


 


		3.	Effect of Aircraft Rescheduling.



		 	***



 


		4.	Confidential Treatment.



 


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


 



    	P.A. No. 3309	BOEING
                                                                                                                                                                                                                                                          PROPRIETARY	SA-3



    	 



    

 


  


 


China Eastern Airlines Corporation,
Ltd.


6-1165-REW-0116  Page
3


 


Very truly
yours,


 


THE BOEING COMPANY


 


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


 


ACCEPTED
AND AGREED TO this


 


Date: _______________,
2011


 


CHINA EASTERN
AIRLINES CORPORATION, LTD.


 


	By	/s/ Zhang Houxin
	Its	 


 


CHINA EASTERN
AVIATION IMPORT & EXPORT CORPORATION


 


	By	/s/ Li Zhiyong
	Its	 


 



    	P.A. No. 3309	BOEING
                                                                                                                                                                                                                                                          PROPRIETARY	SA-3



    	 



    

 


  


 


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


 


6-1165-REW-0117


 


China Eastern Airlines Corporation,
Ltd.


2550 Hongqiao Road


Shanghai 200335


People’s Republic of China


 


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


 


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


 


		1.	Aircraft Applicability.



 The
terms of this Letter Agreement are applicable only to the firm Aircraft included in Table 1 and Table 2 of the Purchase Agreement
at the time of signing, that have scheduled Delivery Dates during the time period from January 2011 through July 2013 (the Included
Aircraft).


 


		2.	Airframe Price Adjustment.



 At
the time of delivery of each Included Aircraft, the Airframe Price Adjustment will be determined in accordance with Supplemental
Exhibit AE1 to the Purchase Agreement. At such time, an Escalation Factor, rounded to 4 decimal places, will be determined using
the following formula:


 


***


 


		3.	Special Escalation Program Factor.



 The
Escalation Factor established in paragraph 2 above will be compared with the Special Escalation Program Factor for the corresponding
delivery month and year set forth on Attachment I hereto.


 



    	P.A. No. 3309	BOEING
                                                                                                                                                                                                                                                          PROPRIETARY	SA-3



    	 



    

 


  


 


China Eastern Airlines Corporation,
Ltd.


6-1165-REW-0117
 Page 2


 


3.1 ***


 


3.2 ***


 


		4.	Credit Memoranda.



 ***


 


		5.	Advance Payment Base Price.



 ***


 


		6.	Not Included Aircraft.



 ***


 


		7.	Confidential Treatment.



 Customer
understands and agrees that the information contained herein represents confidential business information and has value precisely
because it is not available generally or to other parties. Customer agrees to limit the disclosure of its contents to employees
of Customer with a need to know the contents for purposes of helping Customer perform its obligations under the Purchase Agreement
and who understand they are not to disclose Its contents to any other person or entity without the prior written consent of Boeing.


 



    	P.A. No. 3309	BOEING
                                                                                                                                                                                                                                                          PROPRIETARY	SA-3



    	 



    

 


  


 


China Eastern Airlines Corporation,
Ltd.


6-1165-REW-0117 
Page 3


 


Very truly
yours,


 


THE BOEING
COMPANY


 


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


 


ACCEPTED AND AGREED TO this


Date: _________________.2011


 


CHINA EASTERN
AIRLINES CORPORATION, LTD.


 


	By	/s/ Zhang Houxin
	Its	 


 


CHINA EASTERN
AVIATION IMPORT & EXPORT CORPORATION


 


	By	/s/ Li Zhiyong
	Its	 


 



    	P.A. No. 3309	BOEING
                                                                                                                                                                                                                                                          PROPRIETARY	SA-3



    	 



    

 


Attachment
1 to


6-1165-REW-0117


 


SPECIAL
ESCALATION PROGRAM FACTORS


 


***


 


***


 



    	P.A. No. 3309
Special_Escalation_Program	BOEING
                                                                                                                                                                                                                                                                                        PROPRIETARY	SA-3



    	 



    

 


  


 


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


 


6-1165-REW-0375


 


China Eastern Airlines Corporation,
Ltd.


2550 Hongqiao Road


Shanghai 200335


People’s Republic of China


 


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


 


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


 


		1.	Aircraft Applicability.



The terms
of this Letter Agreement are applicable only to the firm Aircraft included in Table 3 and Table 4 of the Purchase Agreement at
the time of signing, that have scheduled Delivery Dates during the time period from January 2011 through July 2016 (the Included
Aircraft).


 


		2.	Airframe Price Adjustment.



At the time
of delivery of each Included Aircraft, the Airframe Price Adjustment will be determined in accordance with Supplemental Exhibit
AE1 to the Purchase Agreement. At such time, an Escalation Factor, rounded to 4 decimal places, will be determined using the following
formula:


 


***





 






    	P.A No.3309	BOING
                                                                                                                                                                                                                                                        PROPRIETARY	SA-3



    	 



    

 


  


 





China Eastern Airlines Corporation,
Ltd.


6-1165-REW-0375
Page 2





 





		3.	Special Escalation Program Factor.



 


***


  


3.1     ***


 


3.2     ***


 


		4.	Credit Memoranda.



 


***


 


		5.	Advance Payment Base Price.



 


***


 


		6.	Not Included Aircraft.



 


***


 


		7.	Confidential Treatment.



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


 



    	P.A No.3309	BOING
                                                                                                                                                                                                                                                        PROPRIETARY	SA-3



    	 



    

 


  


 


China Eastern Airlines Corporation,
Ltd.


6-1165-REW-0375
Page 3


 


Very truly
yours,


 


THE BOEING COMPANY


 


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


 


ACCEPTED AND AGREED TO this


 


Date: _________________, 2011


 


CHINA EASTERN
AIRLINES CORPORATION, LTD.


 


	By	/s/ Zhang Houxin
	Its	 


 


CHINA EASTERN AVIATION IMPORT
& EXPORT CORPORATION


 


	By	/s/ Li Zhiyong
	Its	 


 



    	P.A No.3309	BOING
                                                                                                                                                                                                                                                        PROPRIETARY	SA-3



    	 



    

 


Attachment
1 to


6-1165-REW-0375


 


SPECIAL
ESCALATION PROGRAM FACTORS


 


***


 


***


  



    	P.A. No. 3309
Special_Escalation_Program	BOEING
                                                                                                                                                                                                                                                                                                                PROPRIETARY	SA-3



    	 



    

 


  


 


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


 


6-1165-REW-0380


 


China Eastern Airlines Corporation,
Ltd.


2550 Hongqiao Road


Shanghai 200335


People’s Republic of China


 


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


 


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


 


		1.	Government Approval.



 


Customer
will use its best efforts to obtain all required approvals from the People's Republic of China (Government Approval) for
the import of the Aircraft and will advise Boeing promptly in writing after such approval has been obtained.


 


		2.	Boeing Process Support.



 


***


 



    	P.A. No. 3309	BOEING
                                                                                                                                                                                                                                                          PROPRIETARY	SA-3



    	 



    

 


  


 


China Eastern
Airlines Corporation, Ltd.


6-1165-REW-0380 
Page 2


 





		3.	Flexibility.



 


***


 


3.1     Reschedule
Aircraft. ***


 


3.1.1 ***


 


3.1.2 ***


 


3.1.3 ***


 


3.1.4 ***


 



    	P.A. No. 3309	BOEING
                                                                                                                                                                                                                                                          PROPRIETARY	SA-3



    	 



    

 


  


  


China Eastern
Airlines Corporation, Ltd.


6-1165-REW-0380 
Page 3


 


3.2
***


 


		4.	Effect of Termination.



 


***


 


		5.	Confidential Treatment



 


Boeing
and Buyer understand that certain information contained in this Letter Agreement is considered to be confidential. The parties
agree that they will treat this Letter Agreement and the information contained herein as confidential and will not, without the
prior written consent of the other party, disclose this Letter Agreement or any information contained herein to any other person
or entity.


 



    	P.A. No. 3309	BOEING
                                                                                                                                                                                                                                                          PROPRIETARY	SA-3



    	 



    

 


  


 


China Eastern Airlines Corporation,
Ltd.


6-1165-REW-0380
Page 4


 


Very truly
yours,


 


THE BOEING
COMPANY


 


	By	/s/ Rocky E. Weller
	Its	Attornev-In-Fact


 


ACCEPTED
AND AGREED TO this


 


Date: _______________,
2011


 


CHINA EASTERN
AIRLINES CORPORATION, LTD.


 


	By	/s/ Zhang Houxin
	Its	 


 


CHINA EASTERN
AVIATION IMPORT & EXPORT CORPORATION


 


	By	/s/ Li Zhiyong
	Its	 



 





    	P.A. No. 3309	BOEING
                                                                                                                                                                                                                                                          PROPRIETARY	SA-3



    	 



    

 


  


 


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


 


6-1165-REW-0387


 


China Eastern Airlines Corporation,
Ltd.


2550 Hongqiao Road


Shanghai 200335


People’s Republic of China


 


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


 


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


 


		1.	SignificantImprovement.



 


During
the delivery stream of the Aircraft Boeing may make, or cause to be made, improvements to the 737 aircraft. These changes may
be in the form of a performance-improvement package, other significant aircraft improvement to the Aircraft or the transition
of Aircraft to the Boeing Model 737-7/-8/-9 re-engined family of aircraft (Significant Improvement), Boeing may take the
following actions with regard to offering the Significant Improvement:


 


1.1     ***


 


1.2     ***


 



    	P.A. No. 3309	BOEING
                                                                                                                                                                                                                                                          PROPRIETARY	SA-3



    	 



    

 


  


 


China Eastern Airlines Corporation,
Ltd.


6-1165-REW-0387
 Page 2


 


		2.	Notice and Purchase Agreement Amendment.



 


***


 


2.1***


 


2.2***


 


		3.	Assignment.



 


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


 


		4.	Confidential Treatment.



 


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


 



    	P.A. No. 3309	BOEING
                                                                                                                                                                                                                                                          PROPRIETARY	SA-3



    	 



    

 


  


 


China Eastern Airlines Corporation,
Ltd.


6-1165-REW-0387 
Page 3


 


Very truly
yours,


 


THE BOEING
COMPANY


 


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


 


ACCEPTED
AND AGREED TO this


 


Date: _________________,2011


 


CHINA EASTERN
AIRLINES CORPORATION, LTD.


 


	By	/s/ Zhang Houxin
	Its	 


 


CHINA EASTERN AVIATION IMPORT
& EXPORT CORPORATION


 


	By	/s/ Li Zhiyong
	Its	 


 






    	P.A. No. 3309	BOEING PROPRIETARY	SA-3