Unassociated Document



***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.


 




A320 FAMILY AIRCRAFT


PURCHASE AGREEMENT







BETWEEN







AIRBUS SAS


 


(the “Seller”)







AND







CHINA EASTERN AIRLINES CORPORATION LTD







(the “Buyer”)







CT1002329







CES reference: 10GTBAP320








	
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CONTENTS


 



	
Clauses

	  	 	 
	  	  	  	 	 
	
0

	  	
SUPPLEMENTARY DEFINITIONS

	 	 
	  	  	  	 	 
	
1

	  	
QUANTITY, MODEL AND DESCRIPTION

	 	 
	  	  	  	 	 
	
2

	  	
AIRCRAFT DEFINITION

	 	 
	  	  	  	 	 
	
3

	  	
BASE PRICES

	 	 
	  	  	  	 	 
	
4

	  	
DELIVERY SCHEDULE

	 	 
	  	  	  	 	 
	
5

	  	
LIQUIDATED DAMAGES

	 	 
	  	  	  	 	 
	
6

	  	
SERVICE LIFE POLICY

	 	 
	  	  	  	 	 
	
7

	  	
TECHNICAL DATA

	 	 
	  	  	  	 	 
	
8

	  	
SELLER REPRESENTATIVES

	 	 
	  	  	  	 	 
	
9

	  	
NEGOTIATED AGREEMENT

	 	 
	  	  	  	 	 
	
10

	  	
APPLICABILITY

	 	 
	  	  	  	 	 
	
11

	  	
CONFIDENTIALITY

	 	 
	  	  	  	 	 
	
12

	  	
CONTRACTS (RIGHTS OF THIRD PARTIES) ACT 1999

	 	 
	  	  	  	 	 
	
13

	  	
LAW AND JURIDICTION

	 	 
	  	  	  	 	 
	
14

	  	
COUNTERPARTS

	 	 











	
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CONTENTS


 



	
Appendices

	 	 
	  	 	  	 	 
	
A

	 	
STANDARD SPECIFICATIONS FOR A320 FAMILY AIRCRAFT

	 	 
	  	 	  	 	 
	
B

	 	
AIRFRAME PRICE REVISION FORMULA

	 	 
	  	 	  	 	 
	
C-1

	 	
CFM PRICE REVISION FORMULA

	 	 
	  	 	  	 	 
	
C-2

	 	
IAE PRICE REVISION FORMULA

	 	 
	  	 	  	 	 
	
Exhibits

	 	 
	  	 	  	 	 
	
G

	 	
TECHNICAL DATA INDEX

	 	 











	
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PURCHASE AGREEMENT







This A320 family aircraft purchase agreement (the “Purchase Agreement”) is made as of _________________, 2010







Between:







AIRBUS S.A.S., a société par actions simplifiée, created and existing under French law having its registered office at 1 Rond-Point Maurice Bellonte, 31707 Blagnac-Cedex, France and registered with the Toulouse Registre du Commerce under number RCS Toulouse 383 474 814,







(hereinafter referred to as the “Seller”) of the one part,







and







CHINA EASTERN AIRLINES CORPORATION, LIMITED, a company organised under the laws of the People’s Republic of China having its principal place of business at Hongqiao International Airport, No. 2550 Hongqiao Road, Shanghai 200335, People’s Republic of China,







(hereinafter referred to as the the “Buyer”) of the other part







The Seller and the Buyer together referred as the “Parties” and each a “Party”







CHINA EASTERN AVIATION IMPORT AND EXPORT CORPORATION, a company organised under the laws of the People’s Republic of China having its principal place of business at Hongqiao International Airport, No. 2550 Hongqiao Road, Shanghai 200335, People’s Republic of China (the “Consenting Party”), whose roles are more fully described in the payment agreement dated as of even date between the Parties and the Consenting Party, is not a Party to the Purchase Agreement, but is acknowledging and witnessing its execution by countersigning the last page.







WHEREAS








	
A.

	
The Seller and the Buyer have signed on June. 15, 2009 an aircraft general terms agreement (reference CSC 0800.890) (thereinafter referred to as the “AGTA”) which constitutes an integral part of this Purchase Agreement.













	
B.

	
Subject to the terms and conditions of this Purchase Agreement and of the AGTA, the Seller desires to sell the Aircraft to the Buyer and the Buyer desires to purchase the Aircraft from the Seller.













	
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NOW THEREFORE IT IS AGREED AS FOLLOWS:


 





	
0.

	
SUPPLEMENTARY DEFINITIONS







 



	
0.1

	
In addition to the words and the terms elsewhere defined in this Purchase Agreement, the initially capitalised words and terms used in this Purchase Agreement shall have the meaning set out below.







 



	
0.2

	
Capitalised words and terms used in this Purchase Agreement which are not defined herein shall have the meaning assigned thereto in the AGTA













	
A319 Airframe

	  	
means the A319 Aircraft excluding the A319 Propulsion Systems.


	  	  	  
	
A320 Airframe

	  	
means the A320 Aircraft excluding the A320 Propulsion Systems.


	  	  	  
	
A321 Airframe

	  	
means the A321 Aircraft excluding the A321 Propulsion Systems


	  	  	  
	
A319 Aircraft

	  	
means an Airbus A319-100 model aircraft including the A319 Airframe, the applicable Propulsion Systems, and any part, component, furnishing or equipment installed on the A319 Aircraft on Delivery under the terms and conditions of this Purchase Agreement and the AGTA.


	  	  	  
	
A320 Aircraft

	  	
means an Airbus A320-200 model aircraft including the A320 Airframe, the applicable Propulsion Systems, and any part, component, furnishing or equipment installed on the A320 Aircraft on Delivery under the terms and conditions of this Purchase Agreement and the AGTA.


	 	 	 
	
A321 Aircraft

	  	
means an Airbus A321-200 model aircraft including the A321 Airframe, the applicable Propulsion Systems, and any part, component, furnishing or equipment installed on the A321 Aircraft on Delivery under the terms and conditions of this Purchase Agreement and the AGTA.


	  	  	  
	
A319 Specification

	  	
means either (a) the A319 Standard Specification if no SCNs are applicable or (b) if SCNs are issued, the A319 Standard Specification as amended by all applicable SCNs and MSCNs.


	  	  	  
	
A320 Specification

	  	
means either (a) the A320 Standard Specification if no SCNs are applicable or (b) if SCNs are issued, the A320 Standard Specification as amended by all applicable SCNs and MSCNs.













	
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A321 Specification

	  	
means either (a) the A321 Standard Specification if no SCNs are applicable or (b) if SCNs are issued, the A321 Standard Specification as amended by all applicable SCNs and MSCNs.


	  	  	  	  
	
A319 Standard Specification

	  	
means the A319-100 standard specification document number J.000.01000 Issue 6, dated March 1, 2007 a copy of which has been annexed hereto as Appendix A-1, with the following design weights:


	 	 	 	 
	  	  	
MTOW:

	
64.0 tonnes


	  	  	
MLW:

	
61.0 tonnes and


	  	  	
MZFW:

	
57.0 tonnes


	  	  	  	  
	
A320 Standard

	  	  	  
	
Specification

	  	
means the A320-200 standard specification document number D.000.02000 Issue 7, dated March 1, 2007 a copy of which has been annexed hereto as Appendix A-2, with the following design weights:


	 	 	 	 
	  	  	
MTOW:

	
73.5 tonnes


	  	  	
MLW:

	
64.5 tonnes and


	  	  	
MZFW:

	
61.0 tonnes


	
A321 Standard

	  	  	  
	
Specification

	  	
means the A321-200 standard specification document number E.000.02000 Issue 4, dated March 1, 2007 a copy of which has been annexed hereto as Appendix A-2, with the following design weights:


	 	 	 	 
	  	  	
MTOW:

	
89 tonnes


	  	  	
MLW:

	
75.5 tonnes and


	  	  	
MZFW:

	
71.5 tonnes


	  	  	  	  
	
Airframe Base Price

	  	
means, (i) with respect to the A319 Airframe, the A319 Airframe Base Price set forth in Clause 3.1.1; (ii) with respect to the A320 Airframe, the A320 Airframe Base Price set forth in Clause 3.1.2; (iii) with respect to the A321 Airframe, the A321 Airframe Base Price set forth in Clause 3.1.3; and with respect to the Aircraft means any or all of the A319 Airframe Base Price, A320 Airframe Base Price and A321 Airframe Base Price.













	
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	Aircraft	  	
means any or all of the A319 Aircraft, A320 Aircraft and A321 Aircraft.


	 	 	 
	
Base Delivery Condition Year

	  	
2005


	  	  	  
	
Base Price

	  	
means (i) the sum of the applicable Airframe Base Price and the applicable Propulsion Systems Base Price or (ii) the Aircraft Base Price


	  	  	  
	
Daily Liquidated Damages Amount

	  	
as specified in Clause 5


	  	  	  
	
First Quarter

	  	
means the months of January, February, March


	  	  	  
	
Fourth Quarter

	  	
means the months of October, November, December


	  	  	  
	
PEP Revision Service Period

	  	
as specified in Clause 7


	  	  	  
	
Propulsion Systems Base Price

	  	
as specified in Clause 3.2


	  	  	  
	
Propulsion Systems Manufacturer

	  	
means the manufacturer of the Propulsion Systems


	  	  	  
	
Propulsion Systems Reference Price

	  	
as specified in Clause 3.2


	  	  	  
	
Revision Service Period

	  	
as specified in Clause 7


	  	  	  
	
Quarter

	  	
means any or all of the First Quarter, Second Quarter, Third Quarter and Fourth Quarter


	  	  	  
	
Third Quarter

	  	
means the months of July, August, September


	  	  	  
	
Second Quarter

	
  

	
means the months of April, May, June













	
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0.3

	
Clause headings and the index are inserted for convenience of reference only and shall be ignored in the interpretation of this Purchase Agreement







 



	
0.4

	
In this Purchase Agreement unless the context otherwise requires:







 



	
  

	
(a)

	
references to Clauses, Schedules, Appendices, and Exhibits are to be construed as references to the Clauses, Schedules, Appendices, and Exhibits to this Purchase Agreement and references to this Purchase Agreement include its Clauses, Schedules, Exhibits and Appendices.







 



	
  

	
(b)

	
words importing the plural shall include the singular and vice versa; and







 



	
  

	
(c)

	
references to a person shall be construed as including, without limitation, references to an individual, firm, company, corporation, unincorporated body of persons and any state or agency of a state.







 



	
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1.

	
QUANTITY












Upon the terms and conditions contained in the Purchase Agreement and in the AGTA, the Seller shall sell and deliver to the Buyer and the Buyer shall buy and take Delivery of eleven (11) A319 Aircraft, nineteen (19) A320 Aircraft and twenty (20) A321 Aircraft, together making a total of fifty (50) A320 Family Aircraft.








	
2.

	
AIRCRAFT DEFINITION













	
2.1

	
Aircraft Standard Specification Definition













	
2.1.1

	
Standard Specification for A319 Aircraft












The A319 Aircraft shall be manufactured in accordance with the A319 Specification.








	
2.1.2

	
Standard Specification for the A320 Aircraft












The A320 Aircraft shall be manufactured in accordance with the A320 Specification.








	
2.1.3

	
Standard Specification for the A321 Aircraft












The A321 Aircraft shall be manufactured in accordance with the A321 Specification.


 



	
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2.2

	
Propulsion Systems









 



	
2.2.1

	
The A319 Airframe will be equipped with a set of two (2):







 



	
  

	
(i)

	
CFM International CFM 56-5B5/3 engines, or







 



	
  

	
(ii)

	
International Aero Engines IAE V2522-A5 engines







 


(each, upon selection by the Buyer, being referred to as the “A319 Propulsion Systems”).


 



	
2.2.2

	
The A320 Airframe will be equipped with a set of two (2):







 



	
  

	
(i)

	
CFM International CFM 56-5B4/3 engines, or







 



	
  

	
(ii)

	
International Aero Engines IAE V2527-A5 engines












(each, upon selection by the Buyer, being referred to as the “A320 Propulsion Systems”).


 



	
2.2.3

	
The A321 Airframe will be equipped with a set of two (2):







 



	
  

	
(i)

	
CFM International CFM 56-5B3/3 engines, or







 



	
  

	
(ii)

	
International Aero Engines IAE V2533-A5 engines












(each, upon selection by the Buyer, being referred to as the “A321 Propulsion Systems”)







The A319 Propulsion Systems, the A320 Propulsion Systems and the A321 Propulsion Systems being referred to herein collectively as the “Propulsion Systems”.








	
2.2.4

	
The Buyer shall notify the Seller in writing of its selection of Propulsion Systems type for the Aircraft by no later than *** prior to the Scheduled Delivery Month of the first Aircraft based on the Aircraft delivery schedule set forth in Clause 4 herein. Such selection shall be incorporated in the applicable Aircraft Specification by signature of a Specification Change Notice. If the Buyer does not select its Propulsion Systems type as agreed herein, in addition to its other rights, ***







 



	
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3.

	
BASE PRICES












With respect to the Aircraft, Clause 3.1 and Clause 4.1 of the AGTA shall apply.








	
3.1

	
Airframe Base Price













	
3.1.1

	
A319 Airframe Base Price







 


The A319 Airframe Base Price is the sum of:


 



	
  

	
(i)

	
the base price of the standard A319 Airframe as defined in the A319 Standard Specification excluding Buyer Furnished Equipment and including for the avoidance of doubt engine accessories, nacelles and thrust reversers, which is:







 


***


 



	
  

	
(ii)

	
the budgetary sum of the base prices of the A319 Specification Change Notices (SCNs), which is:







 


***


 



	
3.1.2

	
A320 Airframe Base Price







 


The A320 Airframe Base Price is the sum of:








	 	
(i)

	
the base price of the standard A320 Airframe as defined in the A320 Standard Specification excluding Buyer Furnished Equipment and including for the avoidance of doubt engine accessories, nacelles and thrust reversers, which is:







 


***








	 	
(ii)

	
the budgetary sum of the base prices of the A320 Specification Change Notices (SCNs), which is:












***








	
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3.1.3

	
A321 Airframe Base Price







 


The A321 Airframe Base Price is the sum of:


 



	
  

	
(i)

	
the base price of the standard A321 Airframe as defined in the A321 Standard Specification excluding Buyer Furnished Equipment and including for the avoidance of doubt engine accessories, nacelles and thrust reversers, which is:







 



***


 





	
  

	
(ii)

	
the budgetary sum of the base prices of the A321 Specification Change Notices (SCNs), which is:







 



***


 





	
3.1.4

	
The Airframe Base Price is expressed in United States Dollars at January 2005 delivery conditions. It is subject to adjustment up to the Aircraft Delivery Date in accordance with the Airframe Price Revision Formula set out in Appendix B.







 



	
3.2

	
Propulsion Systems Base Price







 



	
3.2.1

	
CFM International







 


The Propulsion Systems Base Price of a set of two (2) CFM INTERNATIONAL Propulsion Systems is:


 



	
3.2.1.1

	
***







 



	
3.2.1.2

	
***







 



	
3.2.1.3

	
***













	
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Such CFM International Propulsion Systems Base Prices have been established in accordance with the delivery conditions for a theoretical delivery in *** and have been calculated from the CFM International Propulsion Systems Reference Prices of the:







***


 



***


 


***


 




The CFM International Propulsion Systems Reference Prices have been established in accordance with the economic conditions prevailing for a theoretical *** the CFM INTERNATIONAL Price Revision Formula set out in Appendix C-1 hereto (the “CFM Price Revision Formula”).








	
3.2.2

	
IAE












The IAE Propulsion Systems Base Price of a set of two (2) INTERNATIONAL AERO ENGINES IAE Propulsion Systems (excluding specifically engine accessories, nacelles and thrust reversers) is:








	
3.2.2.1

	
IAE V2522-A5 for the A319 Aircraft













***










	
3.2.1.2

	
IAE V2527-A5 for the A320 Aircraft













***










	
3.2.1.3

	
IAE V2533-A5 for the A321 Aircraft













***










	
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Such IAE Propulsion Systems Base Prices have been established in accordance with the delivery conditions for a theoretical delivery in *** and have been calculated from the IAE Propulsion Systems Reference Prices for the:







***


 


***


 


***







The IAE Propulsion Systems Reference Prices have been established in accordance with the economic conditions prevailing for a theoretical delivery in *** and shall be subject to revision up to the Aircraft delivery date in accordance with the IAE INTERNATIONAL Price Revision Formula set forth in Appendix C-2 hereto (the “IAE Price Revision Formula”).








	
3.3

	
Base Price of the Aircraft












The Base Price of the Aircraft is the sum of the Airframe Base Price and the CFM International Propulsion Systems Base Price until the Buyer notifies the Seller of its Propulsion Systems selection. After such notification, The Aircraft Base Price shall be the sum of the Airframe Base Price and the selected Propulsion Systems Base Price.








	
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4.

	
DELIVERY SCHEDULE







 


Subject to Clauses 2,7,8,10 and 18 of the AGTA, the Seller shall have the Aircraft Ready for Delivery at the Delivery Location within the following delivery quarters for the Aircraft delivered ***


 





	Aircraft N°1 	
***


	
Aircraft N°2

	
***


	
Aircraft N°3

	
***


	
Aircraft N°4

	
***


	
Aircraft N°5

	
***


	
Aircraft N°6

	
***


	
Aircraft N°7

	
***


	
Aircraft N°8

	
***


	
Aircraft N°9

	
***


	
Aircraft N°10

	
***


	
Aircraft N°11

	
***


	
Aircraft N°12

	
***


	
Aircraft N°13

	
***


	
Aircraft N°14

	
***


	
Aircraft N°15

	
***


	
Aircraft N°16

	
***


	
Aircraft N°17

	
***


	
Aircraft N°18

	
***


	
Aircraft N°19

	
***


	
Aircraft N°20

	
***


	
Aircraft N°21

	
***


	
Aircraft N°22

	
***


	
Aircraft N°23

	
***


	
Aircraft N°24

	
***


	
Aircraft N°25

	
***


	
Aircraft N°26

	
***


	
Aircraft N°27

	
***


	
Aircraft N°28

	
***


	
Aircraft N°29

	
***


	
Aircraft N°30

	
***


	
Aircraft N°31

	
***


	
Aircraft N°32

	
***


	
Aircraft N°33

	
***


	
Aircraft N°34

	
***


	
Aircraft N°35

	
***


	
Aircraft N°36

	
***


	
Aircraft N°37

	
***


	
Aircraft N°38

	
***


	
Aircraft N°39

	
***


	
Aircraft N°40

	
***


	
Aircraft N°41

	
***


	
Aircraft N°42

	
***


	
Aircraft N°43

	
***


	
Aircraft N°44

	
***


	
Aircraft N°45

	
***







 









	
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Aircraft N°46

	
***


	
Aircraft N°47

	
***


	
Aircraft N°48

	
***


	
Aircraft N°49

	
***


	
Aircraft N°50

	
***







 






Each such calendar month and each such calendar quarter shall be, with respect to the corresponding Aircraft, the “Scheduled Delivery Month” and the “Scheduled Delivery Quarter” respectively.







The Seller shall advise the Buyer by means of a written notice of the Scheduled Delivery Month within the Scheduled Delivery Quarter no later than *** months prior to the first month of the applicable calendar quarter. This notwithstanding, the delivery months for Aircraft that are within *** months of the Scheduled Delivery Quarter at time of signature of this Purchase Agreement shall be notified within *** days of receipt of the related, initial Predelivery Payments.







Further, the Scheduled Delivery Months and the Scheduled Delivery Quarters of all Aircraft in this Purchase Agreement are subject to the payment by the Buyer and the receipt by the Seller of the Predelivery Payment due on the date of signature of this Purchase Agreement. Should either condition not be met, the Seller shall have the right at its sole discretion to reschedule the Scheduled Delivery Months and/or the Scheduled Delivery Quarters of these Aircraft to its next commercially available delivery position.


 





	
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5.

	
LIQUIDATED DAMAGES







 


In the event of a Non-Excusable Delay as defined in Clause 11 of the AGTA, the Daily Liquidated Damages Amount shall be *** or A319 Aircraft *** for A320 Aircraft *** or A321 Aircraft.







The amount of such liquidated damages shall in no event exceed the total of *** for A319 Aircraft *** for A320 *** for A319 Aircraft in respect of any one A319 Aircraft, A320 Aircraft or A321 Aircraft respectively.


 


The Buyer and the Seller agree that payment by the Seller of the amounts due pursuant to this clause shall be considered to be liquidated damages and have been calculated to compensate the Buyer for its entire damages for all losses of any kind due to Non-Excusable Delay. The Seller shall not in any circumstances have any liability whatsoever for Non-Excusable Delay other than as set forth in this clause and in clause 11 of the AGTA.


 



	
6.

	
SERVICE LIFE POLICY







 



	
6.1

	
With respect to sub-Clause 12.2.2 of the AGTA, if a Failure occurs in an Item before the Aircraft in which such Item has been originally installed has completed *** after the Delivery or the relevant Aircraft to the Buyer, whichever shall first occur, then the Seller shall comply with the undertakings defined in such sub-Clause 12.2.2.







 




	
6.2

	
With respect to Sub-Clause 12.2.2.3, N shall be (i) ***









 



	
6.3

	
Waiver, Release and Renunciation







 


THE WARRANTIES, OBLIGATIONS AND LIABILITIES OF THE SELLER (AS DEFINED BELOW FOR THE PURPOSES OF THIS CLAUSE) AND REMEDIES OF THE BUYER SET FORTH IN CLAUSE 12 AND CLAUSE 14 OF THE AGTA ARE EXCLUSIVE AND IN SUBSTITUTION FOR, AND THE BUYER HEREBY WAIVES, RELEASES AND RENOUNCES ALL OTHER WARRANTIES, OBLIGATIONS AND LIABILITIES OF THE SELLER AND RIGHTS, CLAIMS AND REMEDIES OF THE BUYER AGAINST THE SELLER, EXPRESS OR IMPLIED, ARISING BY LAW, CONTRACT OR OTHERWISE, WITH RESPECT TO ANY NON-CONFORMITY OR DEFECT OF ANY KIND, IN ANY AIRCRAFT, COMPONENT, EQUIPMENT, ACCESSORY, PART, SOFTWARE, DATA OR SERVICES DELIVERED UNDER THIS PURCHASE AGREEMENT, INCLUDING BUT NOT LIMITED TO:


 



	
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A.

	
ANY WARRANTY AGAINST HIDDEN DEFECTS;








	
B.

	
ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS;








	
C.

	
ANY IMPLIED WARRANTY ARISING FROM COURSE OF PERFORMANCE, COURSE OF DEALING OR USAGE OR TRADE;








	
D.

	
ANY OBLIGATION, LIABILITY, RIGHT, CLAIM OR REMEDY, WHETHER IN CONTRACT OR IN TORT, WHETHER OR NOT ARISING FROM THE SELLER’S NEGLIGENCE, ACTUAL OR IMPUTED; AND








	
E.

	
ANY OBLIGATION, LIABILITY, RIGHT, CLAIM, OR REMEDY FOR LOSS OF OR DAMAGE TO ANY AIRCRAFT, COMPONENT, EQUIPMENT, ACCESSORY, PART, SOFTWARE, DATA OR SERVICES DELIVERED UNDER THIS PURCHASE AGREEMENT, FOR LOSS OF USE, REVENUE OR PROFIT, OR FOR ANY OTHER DIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES.







 


PROVIDED THAT IN THE EVENT THAT ANY OF THE AFORESAID PROVISIONS SHOULD FOR ANY REASON BE HELD UNLAWFUL OR OTHERWISE INEFFECTIVE THE REMAINDER OF THIS PURCHASE AGREEMENT SHALL REMAIN IN FULL FORCE AND EFFECT.


 


FOR THE PURPOSES OF THIS CLAUSE, THE “SELLER” SHALL BE UNDERSTOOD TO INCLUDE THE SELLER, ITS AFFILIATES AND ANY OF ITS SUPPLIERS AND SUBCONTRACTORS AND ITS AFFILIATES.


 



	
7.

	
TECHNICAL DATA







 



***


 





	
8.

	
SELLER REPRESENTATIVES







 


Pursuant to Clause 15 of the AGTA, the Seller Representative allocation provided to the Buyer is defined hereunder.


 



	
8.1

	
***







 



	
8.2

	
For the sake of clarification, ***













	
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8.3

	
***







 



	
9.

	
NEGOTIATED AGREEMENT







 


The Buyer specifically recognises that this Purchase Agreement incorporating the terms of the AGTA is an international supply contract which has been the subject of discussion and negotiation, that all its terms and conditions are fully understood by the Buyer, and that the Specification and price of the Aircraft specified in this Purchase Agreement and the other mutual agreements of the Buyer set forth herein and in the AGTA were agreed upon after careful consideration by the Buyer using its judgment as a professional operator and arrived at in consideration of, inter alia, all the provisions hereof specifically including all waivers, releases and renunciations by the Buyer set out herein and in the AGTA.


 


The Buyer and the Seller hereby also agree that the United Nations Convention on Contracts for the International Sale of Goods will not apply to this transaction.


 



	
10.

	
APPLICABILITY







 


This Purchase Agreement incorporates the terms and conditions of the aircraft general terms agreement reference CSC 0800.0890 dated 15 June 2009 between the Buyer and the Seller (the “AGTA”).


 


This Purchase Agreement and the AGTA, contains the entire agreement between the Buyer and the Seller with respect to the subject matter hereof and supersedes all previous proposals, understandings, commitments or representations whatsoever, oral or written, and may be changed only by mutual agreement in writing signed by authorized representatives of the Buyer and the Seller.


 


With respect to the Aircraft, the AGTA shall be deemed amended and supplemented to the extent herein provided and as so amended and supplemented shall remain in full force and effect.


 


If there is any inconsistency between the AGTA and this Purchase Agreement, the latter shall prevail to the extent of such inconsistency.


 



	
11.

	
CONFIDENTIALITY







 


The Parties agree that the terms and conditions of Clause 22.12 of the AGTA shall apply mutatis mutandis to this Purchase Agreement.








	
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12.

	
CONTRACTS (RIGHTS OF THIRD PARTIES) ACT 1999







 


The parties do not intend that any term of the AGTA and of this Purchase Agreement shall be enforceable solely by virtue of the Contracts (Rights of Third Parties) Act 1999 by any person who is not a party to the AGTA and the Purchase Agreement.


 


***


 



	
13.

	
LAW AND JURISDICTION







 



	
13.1

	
This Purchase Agreement and the AGTA are governed by and shall be construed in accordance with ***













	
13.2

	
***







 



	
14.

	
COUNTERPARTS







 


This Purchase Agreement has been executed in three (3) original copies which are in English and may be executed in counterparts, each of which when so executed and delivered shall be an original, but all such counterparts shall together constitute one and the same Purchase Agreement.








	
A320F – CES 2010

	
Private & Confidential


	
CT1002329 – Issue 2010.10.28

	  









  





Page 20/34











  








IN WITNESS WHEREOF, this Purchase Agreement was entered into the day and year above written.








	
Agreed and Accepted

	  	
Agreed and Accepted


	  	  	  	  	  
	
For and on behalf of

	  	
For and on behalf of


	  	  	  	  	  
	
CHINA EASTERN AIRLINES

	  	
AIRBUS S.A.S.


	
CORPORATION LIMITED

	  	  	  
	  	  	  	  	  
	
Signature:

	
/s/ Ma Xulun

	  	
Signature:

	
/s/ Christophe Mourey


	  	  	  	  	  
	
Name:

	
Ma Xulun

	  	
Name:

	
Christophe Mourey


	  	  	  	  	  
	
Title:

	
President

	  	
Title:

	

Senior Vice President Contracts 














Witnessed and acknowledged,


 


CHINA EASTERN AVIATION


IMPORT AND EXPORT CORPORATION








	
Signature:

	
/s/ Zhai Daren

	  
	  	  	  
	
Name:

	
Zhai Daren

	  
	  	  	  
	
Title:

	
Chairman

	  





 



	
A320F – CES 2010

	
Private & Confidential


	
CT1002329 – Issue 2010.10.28

	  









  





Page 21/34











  








APPENDIX A







AIRCRAFT STANDARD SPECIFICATIONS







The Standard Specifications for the A320 Family are attached in a different folder.








	
A320F – CES 2010

	
Private & Confidential


	
CT1002329 – Issue 2010.10.28

	  









  





Page 22/34











  








APPENDIX B







AIRFRAME PRICE REVISION FORMULA








	
A320F – CES 2010

	
Private & Confidential


	
CT1002329 – Issue 2010.10.28

	  









  





Page 23/34











  








Appendix B to the A320 Family Purchase Agreement








	
1.1

	
Base Prices












The Airframe Base Prices defined in sub-Clause 3.1 of this Purchase Agreement are ***








	
1.2

	
Base Period












***


 



	
1.3

	
Indexes












***


 



	
A320F – CES 2010

	
Private & Confidential


	
CT1002329 – Issue 2010.10.28

	  









  





Page 24/34











  






 


Appendix B to the A320 Family Purchase Agreement




 



	
1.4

	
Revision Formula







 


***


 



	
A320F – CES 2010

	
Private & Confidential


	
CT1002329 – Issue 2010.10.28

	  





 




  





Page 25/34











  






 


 


Appendix B to the A320 Family Purchase Agreement








	
1.5

	
General Provisions













	
1.5.1

	
Rounding












***








	
1.5.2

	
Substitution of Indexes













***










	
1.5.3

	
Final Index Values













***











	
A320F – CES 2010

	
Private & Confidential


	
CT1002329 – Issue 2010.10.28

	  





 






  





Page 26/34











  








Appendix C-1 to the A320 Family Purchase Agreement







APPENDIX C-1







CFM INTERNATIONAL PRICE REVISION FORMULA









	
A320F – CES 2010

	
Private & Confidential


	
CT1002329 – Issue 2010.10.28

	  











  





Page 27/34











  








Appendix C-1 to the A320 Family Purchase Agreement








	
1.1

	
Reference Price of the Propulsion Systems












The Propulsion Systems Reference Price of a set of two (2) CFM INTERNATIONAL Engines and additional standard equipment is:


 


For the A319 Aircraft CFM-5B5/3 engines: US$ ***


 


For the A320 Aircraft CFM-5B4/3 engines: US$ ***


 


For the A321 Aircraft CFM-5B3/3 engines: US$ ***


 


***








	
1.2

	
Reference Period







 


***








	
1.3

	
Indexes












***


 




	
A320F – CES 2010

	
Private & Confidential


	
CT1002329 – Issue 2010.10.28

	  







 



  





Page 28/34











  








Appendix C-1 to the A320 Family Purchase Agreement


 


1.4           Revision Formula







***


 




	
A320F – CES 2010

	
Private & Confidential


	
CT1002329 – Issue 2010.10.28

	  











  





Page 29/34











  






 


Appendix C-1 to the A320 Family Purchase Agreement


 



	
1.5

	
General Provisions













	
1.5.1

	
Roundings







 


***


 



	
1.5.2

	
Final Index Values







 


***



	
1.5.3

	
Interruption of Index Publication







 


***


 



	
1.5.4

	
Annulment of the Formula







 


***


 



	
1.5.5

	
Limitations







 


***









	
A320F – CES 2010

	
Private & Confidential


	
CT1002329 – Issue 2010.10.28

	  











  





Page 30/34











  








Appendix C-2 to the A320 Family Purchase Agreement







APPENDIX C-2







INTERNATIONAL AERO PROPULSION SYSTEMS PRICE REVISION


FORMULA









	
A320F – CES 2010

	
Private & Confidential


	
CT1002329 – Issue 2010.10.28

	  











  





Page 31/34











  








Appendix C-2 to the A320 Family Purchase Agreement


 



	
1.1

	
Reference Price












The Propulsion Systems Reference Price for a set of two (2) INTERNATIONAL AERO ENGINES V2500 series Engines is:







For the A319 Aircraft IAE V2522-A5 engines: US$***







For the A320 Aircraft IAE V2527-A5 engines: US$***







For the A321 Aircraft IAE V2533-A5 engines: US$***







***








	
1.2

	
Reference Period












***








	
1.3

	
Indexes












***


 




	
A320F – CES 2010

	
Private & Confidential


	
CT1002329 – Issue 2010.10.28

	  











  





Page 32/34











  








Appendix C-2 to the A320 Family Purchase Agreement








	
1.4

	
Revision Formula












***








	
1.5

	
General Provisions













	
1.5.1

	
Roundings












***


 




	
A320F – CES 2010

	
Private & Confidential


	
CT1002329 – Issue 2010.10.28

	  











  





Page 33/34











  








Appendix C-2 to the A320 Family Purchase Agreement








	
1.5.2

	
Final Index Values












***








	
1.5.3 

	
Interruption of Index Publication












***








	
1.5.4

	
Annulment of Formula












***








	
1.5.5

	
Limitation












***









	
A320F – CES 2010

	
Private & Confidential


	
CT1002329 – Issue 2010.10.28

	  











  





Page 34/34











  








EXHIBIT G







EXHIBIT G







TECHNICAL DATA INDEX


 




	
A320 – CES-2010

	
Private & Confidential

	 
	
CT1002329 – Issue 2010-10-28

	  	 











  





Exhibit G - Page 1/14











  








EXHIBIT G







TECHNICAL DATA INDEX







Where applicable data will be established in general compliance with ATA 100 Information Standards for Aviation Maintenance, and the applicable provisions for digital standard of ATA Specification 2200 (iSpec2200).


 


The following index identifies the Technical Data provided in support of the Aircraft.


 


The explanation of the table is as follows:


 


***


 


FORMAT (Form)


 


Following Technical Data formats may be used:


 



	
Ø  

	
***







 



	
Ø  

	
***














	
A320 – CES-2010

	
Private & Confidential

	 
	
CT1002329 – Issue 2010-10-28

	  	 











  





Exhibit G - Page 2/14











  








EXHIBIT G








	
Ø  

	
***







 



	
Ø  

	
***







 



	
Ø  

	
***







 



	
Ø  

	
***







 



	
Ø  

	
***







 



	
Ø  

	
***







 



	
TYPE

	
***







 



	
QUANTITY (Qty)

	
***







 



	
DELIVERY (Dliv)

	
***















	
A320 – CES-2010

	
Private & Confidential

	 
	
CT1002329 – Issue 2010-10-28

	  	 













  





Exhibit G - Page 3/14











  








EXHIBIT G


OPERATIONAL MANUALS AND DATA







***


SA = Single Aisle: A318/A319/A320/A321/LR = Long Range: A330/A340










	
A320 – CES

	
Private & Confidential

	 
	
CT1002329 – Issue 2010-10-28

	  	 













  





Exhibit G - Page 4/14











  









	
EXHIBIT G








	
OPERATIONAL MANUALS AND DATA







 


***


 



	
A320 – CES

	Private & Confidential	 
	CT1002329 – Issue 2010-10-28	 	 





 




  





Exhibit G - Page 5/14










 




 


EXHIBIT G




MAINTENANCE AND ASSOCIATED MANUALS


  



***




 




	
A320 – CES

	Private & Confidential	 
	CT1002329 – Issue 2010-10-28	
 

	 







 




  





Exhibit G - Page 6/14 










 




 



EXHIBIT G




MAINTENANCE AND ASSOCIATED MANUALS


 


*** 

  




	
A320 – CES

	Private & Confidential	 
	CT1002329 – Issue 2010-10-28	 	 





 



  





Exhibit G - Page 7/14










 






 


EXHIBIT G


MAINTENANCE AND ASSOCIATED MANUALS


 


***


 



	
A320 – CES

	Private & Confidential	 
	CT1002329 – Issue 2010-10-28	 	 





 




  





Exhibit G - Page 8/14 










 




 


EXHIBIT G


MAINTENANCE AND ASSOCIATED MANUALS


 


***


 



	
A320 – CES

	Private & Confidential	 
	CT1002329 – Issue 2010-10-28	 	 









  





Exhibit G - Page 9/14










 







	
EXHIBIT G








	
STRUCTURAL MANUALS












***


 



	
A320 – CES

	Private & Confidential	 
	CT1002329 – Issue 2010-10-28	
 

	 





 




  





Exhibit G - Page 10/14 










 







	
EXHIBIT G








	
OVERHAUL DATA







 


***


 



	
A320 – CES

	Private & Confidential	 
	CT1002329 – Issue 2010-10-28	
 

	 





 




  





Exhibit G - Page 11/14










 







	
EXHIBIT G








	
ENGINEERING DOCUMENTS







 


***


 



	
A320 – CES

	Private & Confidential	 
	CT1002329 – Issue 2010-10-28	
 

	 



  



  





Exhibit G - Page 12/14










 






 



	
EXHIBIT G






	
MISCELLANEOUS PUBLICATIONS











***


 



	
A320 – CES

	Private & Confidential	 
	CT1002329 – Issue 2010-10-28	
 

	 









  





Exhibit G - Page 13/14










 






 




	
EXHIBIT G






	
MISCELLANEOUS PUBLICATIONS











***


 



	
A320 – CES

	Private & Confidential	 
	CT1002329 – Issue 2010-10-28	
 

	 





 




  





Exhibit G - Page 14/14











  







 



LETTER AGREEMENT N°1








 


CHINA EASTERN AIRLINES CORPORATION LIMITED 


Hongqiao International Airport, 


No. 2550 Hongqiao Road, 


Shanghai 200335, 


People’s Republic of China


 


_____________,2010


 


Subject : Purchase Incentives


 


CHINA EASTERN AIRLINES CORPORATION LIMITED (the “Buyer”) and Airbus S.A.S. (the “Seller”) have entered into an aircraft general terms agreement (“AGTA”) dated June, 15, 2009 and an A320 family purchase agreement (the “Purchase Agreement”) dated as of even date herewith, which cover the manufacture and the sale by the Seller and the purchase by the Buyer of the Aircraft.


 


Capitalized terms used herein and not otherwise defined in this letter agreement No1 (the “Letter Agreement No1”) shall have the meanings assigned thereto in the AGTA or in the Purchase Agreement.


 


Both parties agree that this Letter Agreement No1, upon execution thereof, shall constitute an integral, nonseverable part of said Purchase Agreement and shall be governed by all its provisions, as such provisions have been specifically amended pursuant to this Letter Agreement No1.


 


If there is any inconsistency between the Purchase Agreement and this Letter Agreement No1, the latter shall prevail to the extent of such inconsistency.








A320 – CES - 2010




CT1002329 – Issue 2010-10-28


Private & Confidential


LA No1  Page 1/6


 




  





  










 




 


LETTER AGREEMENT N°1


 




1.   ***


 


2.   ***

 


3.   ***


 


3.1 ***


 



A320 – CES - 2010


CT1002329 – Issue 2010-10-28


Private & Confidential


LA No1  Page 1/6





  





  










 






 


LETTER AGREEMENT N°1



 



	
3.2

	
***







 



	
4.

	
***







 



	
5.

	
***







 



	
A320 – CES - 2010

	
   


	
CT1002329 – Issue 2010-10-28

	  
	
Private & Confidential


	
LA No1        Page 3/6

	  





 




  





 











  






 



LETTER AGREEMENT N°1




 



	
6.

	
***







 



	
7.

	
***







   



	
8.

	
***







  



	
A320 – CES - 2010

	
   


	
CT1002329 – Issue 2010-10-28

	  
	
Private & Confidential


	
LA No1        Page 4/6

	  





 




  





 











  






 



LETTER AGREEMENT N°1


 



	
9.

	
Assignment







 




Notwithstanding any other provision of this Letter Agreement Nol, the AGTA or the Purchase Agreement, this Letter Agreement No1 and the rights and obligations of the Buyer herein shall not be assigned or transferred in any manner, and any attempted assignment or transfer in contravention of the provisions of this Clause shall be void and of no force or effect.


 



	
10.

	
Confidentiality







This Letter Agreement No1 (and its existence) or any data exchanged between the Buyer and the Seller for the fulfillment of their respective obligations under this Letter Agreement No1 shall be treated by both Parties as confidential and shall not be released in whole or in part to any third party except as may be required by law, or to auditors, legal or tax advisors for the purpose of implementation hereof.


 


In particular, both Parties agree:


 



	 	
- 

	
not to make any press release concerning the whole or any part of the contents and/or subject matter of this Letter Agreement No1 without the prior written consent of the other Party hereto.







 



	 	
- 

	
that any and all terms and conditions of the transaction contemplated in this Letter Agreement No1 are strictly personal and exclusive to the Buyer, (the “Personal Information”). The Buyer therefore agrees to enter into consultations with the Seller reasonably in advance of any required disclosure of Personal Information to financial institutions, including operating lessors, investment banks and their agents or other relevant institutions for aircraft sale and leaseback or any other Aircraft or Predelivery Payment financing purposes (the “Receiving Party”).







 


Without prejudice to the foregoing, any disclosure of Personal Information to a Receiving Party shall be subject to written agreement between the Buyer and the Seller, including in particular, but not limited to:


 



	 	
(i) 

	
the contact details of the Receiving Party,








	 	
(ii) 

	
the extent of the Personal Information subject to disclosure,








	 	
(iii) 

	
the Aircraft pricing to be provided to the Receiving Party.







 


Furthermore, the Buyer shall use its best efforts to limit the disclosure of the contents of this AGTA and/or any Purchase Agreement to the extent legally permissible in any filing required to be made by the Buyer with any governmental or regulatory agency. The Buyer agrees that prior to any such disclosure or filing, the Seller and the Buyer shall jointly review and agree on the terms and conditions of the document to be filed or disclosed.


 


The provisions of this Clause shall survive any termination of this Letter Agreement No1 for a period of twelve (12) years after the date of Delivery of the last Aircraft to be delivered under the Purchase Agreement.


 



	
A320 – CES- 2010

	
   


	
CT1002329 – Issue 2010-10-28

	  
	
Private & Confidential


	
LA No1        Page 5/6

	  





 




  





 











  






 



LETTER AGREEMENT N°1




 


If the foregoing correctly sets forth our understanding, please execute three (3) originals in the space provided below and return one (1) original of this Letter Agreement No1 to the Seller.


 




	
Agreed and Accepted

	 	
Agreed and Accepted


	 	 	 
	For and on behalf of 	 	For and on behalf of 
	 	 	 
	
CHINA EASTERN AIRLINES


CORPORATION LIMITED

	 	AIRBUS S.A.S.
	 	 	 
	Signature: 	/s/ Ma Xulun	 	Signature: 	/s/ Christophe Mourey
	 	 	 
	Name: 	Ma Xulun	 	Name: 	Christophe Mourey
	 	 	 
	Title: 	President	 	Title: 	Senior Vice President Contracts







 




	

Witnessed and acknowledged,



	 	
 


	 	 	 
	
CHINA EASTERN AVIATION


IMPORT AND EXPORT CORPORATION

	 	 
	 	 	 
	Signature: 	/s/ Zhai Daren	 	 
	 	 	 
	Name: 	Zhai Daren	 	 
	 	 	 
	Title: 	Chairman	 	 







   



	
A320 – CES- 2010

	
   


	
CT1002329 – Issue 2010-10-28

	  
	
Private & Confidential


	
LA No1        Page 6/6

	  





      




  





 











  




    







LETTER AGREEMENT N°2


 


CHINA EASTERN AIRLINES CORPORATION LIMITED


Hongqiao International Airport,


No. 2550 Hongqiao Road,


Shanghai 200335,


People’s Republic of China


 


___________________, 2010


 


Subject : Predelivery Payments


 


CHINA EASTERN AIRLINES CORPORATION LIMITED (the “Buyer”) and Airbus S.A.S. (the “Seller”) have entered into an aircraft general terms agreement (“AGTA”) dated June, 15, 2009 and an A320 family purchase agreement (the “Purchase Agreement”) dated as of even date herewith, which cover the manufacture and the sale by the Seller and the purchase by the Buyer of the Aircraft.


 


Capitalized terms used herein and not otherwise defined in this letter agreement (the “Letter Agreement No2”) shall have the meanings assigned thereto in the AGTA or in the Purchase Agreement.


 


Both parties agree that this Letter Agreement No2, upon execution thereof, shall constitute an integral, nonseverable part of said Purchase Agreement and shall be governed by all its provisions, as such provisions have been specifically amended pursuant to this Letter Agreement No2.


 


If there is any inconsistency between the Purchase Agreement and this Letter Agreement No2, the latter shall prevail to the extent of such inconsistency.


 



	
A320 – CES- 2010

	

Private & Confidential   



	 
	
CT1002329 – Issue 2010-12-28

	  	 
	
LA No2

	Page 1/5	 





 




  





 











  






 


LETTER AGREEMENT N°2


 



	
1. 

	
Predelivery payments







 


With respect only to the Aircraft that the Buyer wishes to purchase and the Seller wishes to sell pursuant to the terms of the Purchase Agreement, sub-Clauses 5.3.1 and 5.3.2 of the AGTA shall be considered void and replaced in their entirety by the following text between the words “QUOTE” and “UNQUOTE”:


 


QUOTE



	
5.3.1

	
***







 



	
5.3.2

	
The Predelivery Payments shall be made in accordance with the following schedule:







 




	
DUE DATE OF PAYMENTS

	
PERCENTAGE OF


	
   

	
PREDELIVERY PAYMENT


REFERENCE PRICE


	***





 



	
A320 – CES- 2010

	

Private & Confidential   



	 
	
CT1002329 – Issue 2010-12-28

	  	 
	
LA No2

	Page 2/5	 





 






  





 











  






 


LETTER AGREEMENT N°2


 




	 	

***











 


UNQUOTE


 



	
2. 

	
***







 




	
3. 

	
***







 





	
4. 

	
Assignment







 


Notwithstanding any other provision of this Letter Agreement No2, the AGTA or the Purchase Agreement, this Letter Agreement No2 and the rights and obligations of the Buyer herein shall not be assigned or transferred in any manner, and any attempted assignment or transfer in contravention of the provisions of this Clause shall be void and of no force or effect.


 



	
5.

	
Confidentiality







 


This Letter Agreement No2 (and its existence) or any data exchanged between the Buyer and the Seller for the fulfillment of their respective obligations under this Letter Agreement No2 shall be treated by both Parties as confidential and shall not be released in whole or in part to any third party except as may be required by law, or to auditors, legal or tax advisors for the purpose of implementation hereof.


 


In particular, both Parties agree:


 



	 	
-

	
not to make any press release concerning the whole or any part of the contents and/or subject matter of this Letter Agreement No2 without the prior written consent of the other Party hereto.







 



	 	
-

	
that any and all terms and conditions of the transaction contemplated in this Letter Agreement No2 are strictly personal and exclusive to the Buyer, (the “Personal Information”). The Buyer therefore agrees to enter into consultations with the Seller reasonably in advance of any required disclosure of Personal Information to financial institutions, including operating lessors, investment banks and their agents or other relevant institutions for aircraft sale and leaseback or any other Aircraft or Predelivery Payment financing purposes (the “Receiving Party”). 








 



	
A320 – CES- 2010

	

Private & Confidential   



	 
	
CT1002329 – Issue 2010-12-28

	  	 
	
LA No2

	Page 3/5	 





 






  





 











  






 



LETTER AGREEMENT N°2




 


Without prejudice to the foregoing, any disclosure of Personal Information to a Receiving Party shall be subject to written agreement between the Buyer and the Seller, including in particular, but not limited to:


 



	 	
(i)

	
the contact details of the Receiving Party,








	 	
(ii)

	
the extent of the Personal information subject to disclosure,








	 	
(iii)

	
the Aircraft pricing to be provided to the Receiving Party.







 


Furthermore, the Buyer shall use its best efforts to limit the disclosure of the contents of this AGTA and/or any Purchase Agreement to the extent legally permissible in any filing required to be made by the Buyer with any governmental or regulatory agency. The Buyer agrees that prior to any such disclosure or filing, the Seller and the Buyer shall jointly review and agree on the terms and conditions of the document to be filed or disclosed.


 


The provisions of this Clause shall survive any termination of this Letter Agreement No2 for a period of twelve (12) years after the date of Delivery of the last Aircraft to be delivered under the Purchase Agreement.



 



	
A320 – CES- 2010

	

Private & Confidential   



	 
	
CT1002329 – Issue 2010-12-28

	  	 
	
LA No2

	Page 4/5	 





 






  





 











  






 


LETTER AGREEMENT N°2


 


If the foregoing correctly sets forth our understanding, please execute three (3) originals in the space provided below and return one (1) original of this Letter Agreement No2 to the Seller.


    





	
Agreed and Accepted

	 	
Agreed and Accepted


	 	 	 
	For and on behalf of 	 	For and on behalf of 
	 	 	 
	
CHINA EASTERN AIRLINES


CORPORATION LIMITED

	 	AIRBUS S.A.S.
	 	 	 
	Signature: 	/s/ Ma Xulun	 	Signature: 	/s/ Christophe Mourey
	 	 	 
	Name: 	Ma Xulun	 	Name: 	Christophe Mourey
	 	 	 
	Title: 	President	 	Title: 	Senior Vice President Contracts







 




	

Witnessed and acknowledged,



	 	
 


	 	 	 
	
CHINA EASTERN AVIATION


IMPORT AND EXPORT CORPORATION

	 	 
	 	 	 
	Signature: 	/s/ Zhai Daren	 	 
	 	 	 
	Name: 	Zhai Daren	 	 
	 	 	 
	Title: 	Chairman	 	 





 



	
A320 – CES- 2010

	

Private & Confidential   



	 
	
CT1002329 – Issue 2010-12-28

	  	 
	
LA No2

	Page 5/5	 









 




  





 











  






 


LETTER AGREEMENT N°3


 


CHINA EASTERN AIRLINES CORPORATION LIMITED


Hongqiao International Airport,


No. 2550 Hongqiao Road,


Shanghai 200335,


People’s Republic of China


 


___________________, 2010


 


Sublect: Price Adjustment Limitation


 


China Eastern Airlines Corp. Ltd., (the “Buyer”) and Airbus S.A.S. (the “Seller”) have entered into an aircraft general terms agreement (“AGTA”) dated June the 15th, 2009 and an A320 family purchase agreement (the “Purchase Agreement”) dated as of even date herewith, which cover the manufacture and the sale by the Seller and the purchase by the Buyer of the Aircraft.


 


Capitalized terms used herein and not otherwise defined in this letter agreement (the “Letter Agreement No3”) shall have the meanings assigned thereto in the AGTA or in the Purchase Agreement.


 


Both parties agree that this Letter Agreement No3, upon execution thereof, shall constitute an integral, nonseverable part of said Purchase Agreement and shall be governed by all its provisions, as such provisions have been specifically amended pursuant to this Letter Agreement.


 


If there is any inconsistency between the Purchase Agreement and this Letter Agreement No3, the latter shall prevail to the extent of such inconsistency.



 



	
A320 – CES- 2010

	

Private & Confidential   



	 
	

CT1002329 – Issue 2010-11-02



	
 

	 
	 	
LA3

	Page 1/4





 






  





 











  






 



LETTER AGREEMENT N°3


 



	 	
1. 

	
Aircraft Price Adjustment Limitation









 


*** 


 



	
A320 – CES- 2010

	

Private & Confidential   



	 
	


CT1002329 – Issue 2010-11-02





	
 

	 
	 	
LA3

	Page 2/4





 




  





 











  






 


LETTER AGREEMENT N°3


 



	 	
2. 

	
Assignment







 


Notwithstanding any other provision of this Letter Agreement No3, the AGTA or the Purchase Agreement, this Letter Agreement No3 and the rights and obligations of the Buyer herein shall not be assigned or transferred in any manner, and any attempted assignment or transfer in contravention of the provisions of this Clause shall be void and of no force or effect.


 



	 	
3.

	
Confidentiality







 


This Letter Agreement No3 (and its existence) or any data exchanged between the Buyer and the Seller for the fulfillment of their respective obligations under this Letter Agreement No3 shall be treated by both Parties as confidential and shall not be released in whole or in part to any third party except as may be required by law, or to auditors, legal or tax advisors for the purpose of implementation hereof.


 


In particular, both Parties agree:


  



-      not to make any press release concerning the whole or any part of the contents and/or subject matter of this Letter Agreement No3 without the prior written consent of the other Party hereto.




  



-      that any and all terms and conditions of the transaction contemplated in this Letter Agreement No3 are strictly personal and exclusive to the Buyer, (the “Personal Information”). The Buyer therefore agrees to enter into consultations with the Seller reasonably in advance of any required disclosure of Personal Information to financial institutions, including operating lessors, investment banks and their agents or other relevant institutions for aircraft sale and leaseback or any other Aircraft or Predelivery Payment financing purposes (the “Receiving Party”).




 


Without prejudice to the foregoing, any disclosure of Personal Information to a Receiving Party shall be subject to written agreement between the Buyer and the Seller, including in particular, but not limited to:


 



	 	
(i)

	
the contact details of the Receiving Party,








	 	
(ii) 

	
the extent of the Personal Information subject to disclosure,








	 	
(iii) 

	
the Aircraft pricing to be provided to the Receiving Party.







 


Furthermore, the Buyer shall use its best efforts to limit the disclosure of the contents of this AGTA and/or any Purchase Agreement to the extent legally permissible in any filing required to be made by the Buyer with any governmental or regulatory agency. The Buyer agrees that prior to any such disclosure or filing, the Seller and the Buyer shall jointly review and agree on the terms and conditions of the document to be filed or disclosed.


 


The provisions of this Clause shall survive any termination of this Letter Agreement No3 for a period of twelve (12) years after the date of Delivery of the last Aircraft to be delivered under the Purchase Agreement.


 



	
A320 – CES- 2010

	

Private & Confidential   



	 
	


CT1002329 – Issue 2010-11-02





	
 

	 
	 	
LA3

	Page 3/4





 




  





 











  






 


LETTER AGREEMENT N°3


 


If the foregoing correctly sets forth our understanding, please execute three (3) originals in the space provided below and return one (1) original of this Letter Agreement No3 to the Seller.


 






	
Agreed and Accepted

	 	
Agreed and Accepted


	 	 	 
	For and on behalf of 	 	For and on behalf of 
	 	 	 
	
CHINA EASTERN AIRLINES


CORPORATION LIMITED

	 	AIRBUS S.A.S.
	 	 	 
	Signature: 	/s/ Ma Xulun	 	Signature: 	/s/ Christophe Mourey
	 	 	 
	Name: 	Ma Xulun	 	Name: 	Christophe Mourey
	 	 	 
	Title: 	President	 	Title: 	Senior Vice President Contracts







 




	

Witnessed and acknowledged,



	 	
 


	 	 	 
	
CHINA EASTERN AVIATION


IMPORT AND EXPORT CORPORATION

	 	 
	 	 	 
	Signature: 	/s/ Zhai Daren	 	 
	 	 	 
	Name: 	Zhai Daren	 	 
	 	 	 
	Title: 	Chairman	 	 







 




	
A320 – CES- 2010

	

Private & Confidential   



	 
	


CT1002329 – Issue 2010-11-02





	
 

	 
	 	
LA3

	Page 4/4





  




  





 











  












  



LETTER AGREEMENT N° 4A




 




CHINA EASTERN AIRLINES CORPORATION LIMITED 


Hongqiao International Airport, 


No. 2550 Hongqiao Road, 


Shanghai 200335, 


People’s Republic of China


 


Subject: A319-100 PERFORMANCE GUARANTEES


 


China Eastern Airlines Corp. Ltd., (the “Buyer”) and Airbus S.A.S. (the “Seller”) have entered into an aircraft general terms agreement (“AGTA”) dated June the 15th, 2009 and an A320 family purchase agreement (the “Purchase Agreement” or the “Agreement”) dated as of even date herewith, which cover the manufacture and the sale by the Seller and the purchase by the Buyer of the Aircraft.


 


Capitalized terms used herein and not otherwise defined in this letter agreement (the “Letter Agreement No 4A”) shall have the meanings assigned thereto in the AGTA or in the Purchase Agreement.


 


Both parties agree that this Letter Agreement No 4A, upon execution thereof, shall constitute an integral, nonseverable part of said Purchase Agreement and shall be governed by all its provisions, as such provisions have been specifically amended pursuant to this Letter Agreement.


 


If there is any inconsistency between the Purchase Agreement and this Letter Agreement No 4A, the latter shall prevail to the extent of such inconsistency.


 



	
CES – A319 – 2010

	 
	
 

	
Private & Confidential


	
CT1002329 – Issue 2010-10-28

	  
	 	 
	
LA No4A

	Page 1/7  





 




 





 











 






 



LETTER AGREEMENT N° 4A




 


1         AIRCRAFT CONFIGURATION


 


The guarantees defined below (the “Guarantees”) are applicable to the A319-100 Aircraft as described in the Standard Specification Ref. J 000 01000 Issue 6 dated 1st March 2007 equipped with:


 


a)  CFM56-5B5/3 propulsion system


 


b)      IAE V2522-A5 propulsion system


 


for deliveries from 2010 onwards without taking into account any further changes thereto as provided in the Agreement (the “Specification” for the purposes of this Letter Agreement No4A).


 


2        GUARANTEED PERFORMANCE


 


2.1      Take-off Field Length


 


The JAR take-off field length at an Aircraft gross weight of 64,000 kg at the start of Take-Off Distance Available (TODA) at Sea Level pressure altitude in ISA+15°C conditions shall not be more than a guaranteed value of:


 



a)      for CFM: ***


 


b)  for IAE: ***






 



2.2      Second Segment Climb




 


***


   


2.3      Landing Field Length








JAR certified dry landing field length at an Aircraft gross weight of 61,000 kg at Sea Level pressure altitude shall be not more than a guaranteed value of:




 



a)      for CFM: ***


 


b)  for IAE: ***

 




2.4      Cruise Specific Air Range


 


The average nautical miles per kilogram of fuel (average SAR) at a true Mach number of 0.78 in ISA+15 conditions under the Weight and Altitude conditions given below:


 


Gross Weight (kg)   Pressure Altitude (ft)


 


***


   


shall be not less than a guaranteed value of: 


 



	

CES – A319 – 2010



	 
	
 

	
Private & Confidential


	

CT1002329 – Issue 2010-10-28



	  
	 	 
	

LA No4A



	Page 2/7  





 




  





 










 




 


LETTER AGREEMENT N° 4A

   


a)  for CFM: ***


 


b)  for IAE: ***


 


3         MANUFACTURER’S WEIGHT EMPTY


 



The Seller guarantees a Manufacturer’s Weights Empty as below:


 


A319-100 CFM56-5B5/3      ***


  


A319-100 V2522-A5    ***




 


These are the Manufacturer’s Weights Empty of the Aircraft as defined in Section 13-10.00.00 of the Standard Specifications amended by the SCNs defined in paragraph 1 of this Letter Agreement No4A and are subject to adjustment as defined in paragraph 6.2.


 


4         GUARANTEE CONDITIONS


 



	
4.1  

	
The performance certification requirements for the Aircraft, except where otherwise noted, will be as stated in Section 02 of the Standard Specification.







 



	
4.2  

	
For the determination of JAR take-off and landing performance a hard dry level runway surface with no runway strength limitations, no line-up allowances, no obstacles, zero wind, atmosphere according to ISA, except as otherwise noted, and the use of speed brakes, flaps, landing gear and engines in the conditions liable to provide the best results will be assumed.







 



	
4.2.1

	
When establishing take-off and second segment performance no air will be bled from the engines for cabin air conditioning or anti-icing.







 



	
4.3  

	
Climb, cruise and descent performance associated with the Guarantees will include allowances for normal electrical load and for normal engine air bleed and power extraction associated with maximum cabin differential pressure as defined in Section 21-30.31 of the Specification. Cabin air conditioning management during performance demonstration as described in Subparagraph 5.3 below may be such as to optimize the Aircraft performance while meeting the minimum air conditioning requirements defined above. Unless otherwise stated no air will be bled from the engines for anti-icing.







 



	
4.4  

	
The engines will be operated using not more than the engine manufacturer’s maximum recommended outputs for take-off, maximum go-round, maximum continuous, maximum climb and cruise for normal operation.







 



	
4.5  

	
Where applicable the Guarantees assume the use of an approved fuel having a density of 6.70 lb per US gallon and a lower heating value of 18,590 BTU per lb. Cruise performance assume a centre of gravity position of 25% MAC.







  




	
5

	
GUARANTEE COMPLIANCE









 




	
5.1

	
Compliance with the Guarantees shall be demonstrated using operating procedures and limitations in accordance with those defined by the certifying Airworthiness Authority and by the Seller unless otherwise stated.









 



	

CES – A319 – 2010



	 
	
 

	
Private & Confidential


	

CT1002329 – Issue 2010-10-28



	  
	 	 
	

LA No4A



	Page 3/7  





 




  





 










 




 


LETTER AGREEMENT N° 4A


 



	
5.2  

	
Compliance with the take-off, second segment and landing elements of the Guarantees will be demonstrated with reference to the JAA approved Flight Manual.







 



	
5.3  

	
Compliance with those parts of the Guarantees defined in paragraph 2 above not covered by the requirements of the certifying Airworthiness Authority shall be demonstrated by calculation based on data obtained during flight tests conducted on one (or more, at the Seller’s discretion) A319-100 aircraft of the same aerodynamic configuration as the Aircraft purchased by the Buyer and incorporated in the In-Flight Performance Program and data bases (“the IFP”) appropriate to the Aircraft.







 



	
5.4  

	
Compliance with the Manufacturer’s Weight Empty guarantees defined in Paragraph 3 shall be demonstrated with reference to a Weight Compliance Report.







 



	
5.5  

	
Data derived from tests will be adjusted as required using conventional methods of correction, interpolation or extrapolation in accordance with established aeronautical practices to show compliance with the Guarantees.







 



	
5.6  

	
Compliance with the Guarantees is not contingent on engine performance defined in the engine manufacturer’s specification.







 



	
5.7  

	
The Seller undertakes to furnish the Buyer with a report or reports demonstrating compliance with the Guarantees at, or as soon as possible after, the delivery of each of the Buyer’s Aircraft.







 


6         ADJUSTMENT OF GUARANTEES


 



	
6.1  

	
In the event of any change to any law, governmental regulation or requirement or interpretation thereof (“Rule Change”) by any governmental agency made subsequent to the date of the Agreement and such rule change affects the Aircraft configuration or performance or both required to obtain certification the Guarantees shall be appropriately modified to reflect the effect of any such change.







 



	
6.2  

	
The Guarantees apply to the Aircraft as described in paragraph 1 of this Letter Agreement No4A and may be adjusted in the event of:







 



	 	
i)

	
Any further configuration change which is the subject of a SCN









	 	
ii)

	
Variation in actual weights of items defined in Section 13-10 of the Standard Specification











	 	
iii)

	
Changes required to obtain certification that cause modifications to the performance or weight of the Aircraft









 


7         EXCLUSIVE GUARANTEES


 


The Guarantees are exclusive and are provided in lieu of any and all other performance and weight guarantees of any nature which may be stated, referenced or incorporated in the Standard Specification or any other document.


 


8         UNDERTAKING REMEDIES


 


***


 



	

CES – A319 – 2010



	 
	
 

	
Private & Confidential


	

CT1002329 – Issue 2010-10-28



	  
	
 

	 
	

LA No4A



	Page 4/7  





 




  





 










 




 


LETTER AGREEMENT N° 4A


  


8.1       ***


 


8.2.1.   ***


 


8.2.2.   ***


 


8.3.      ***


 


8.4       ***


 


9.        ASSIGNMENT


 


Notwithstanding any other provision of this Letter Agreement No4A, the AGTA or the Purchase Agreement, this Letter Agreement No4A and the rights and obligations of the Buyer herein shall not be assigned or transferred in any manner, and any attempted assignment or transfer in contravention of the provisions of this Clause shall be void and of no force or effect.


 



	

CES – A319 – 2010



	 
	
 

	
Private & Confidential


	

CT1002329 – Issue 2010-10-28



	  
	 	 
	

LA No4A



	Page 5/7  





 




  





 










 






LETTER AGREEMENT N° 4A


  


10.     CONFIDENTIALITY


 


This Letter Agreement No4A(and its existence) or any data exchanged between the Buyer and the Seller for the fulfilment of their respective obligations under this Letter Agreement No4A shall be treated by both Parties as confidential and shall not be released in whole or in part to any third party except as may be required by law, or to auditors, legal or tax advisors for the purpose of implementation hereof.


 


In particular, both Parties agree:


 






	 	
-

	
not to make any press release concerning the whole or any part of the contents and/or subject matter of this Letter Agreement No4A without the prior written consent of the other Party hereto.













 



	 	
-

	
that any and all terms and conditions of the transaction contemplated in this Letter Agreement No4A are strictly personal and exclusive to the Buyer, (the “Personal Information”). The Buyer therefore agrees to enter into consultations with the Seller reasonably in advance of any required disclosure of Personal Information to financial institutions, including operating lessors, investment banks and their agents or other relevant institutions for aircraft sale and leaseback or any other Aircraft or Predelivery Payment financing purposes (the “Receiving Party”).







 


Without prejudice to (he foregoing, any disclosure of Personal Information to a Receiving Party shall be subject to written agreement between the Buyer and the Seller, including in particular, but not limited to:


 




	 	
(i) 

	
the contact details of the Receiving Party,










	 	
(ii) 

	
the extent of the Personal Information subject to disclosure,








	 	
(iii) 

	
the Aircraft pricing to be provided to the Receiving Party.







 


Furthermore, the Buyer shall use its best efforts to limit the disclosure of the contents of this AGTA and/or any Purchase Agreement to the extent legally permissible in any filing required to be made by the Buyer with any governmental or regulatory agency. The Buyer agrees that prior to any such disclosure or filing, the Seller and the Buyer shall jointly review and agree on the terms and conditions of the document to be filed or disclosed.


 


The provisions of this Clause shall survive any termination of this Letter Agreement No4A for a period of twelve (12) years after the date of Delivery of the last Aircraft to be delivered under the Purchase Agreement.


 



	

CES – A319 – 2010



	 
	
 

	
Private & Confidential


	

CT1002329 – Issue 2010-10-28



	  
	 	 
	

LA No4A



	Page 6/7  



  




  





 










 




 


LETTER AGREEMENT N° 4A


 


If the foregoing correctly sets forth our understanding, please execute three (3) originals in the space provided below and return one (1) original of this Letter Agreement No 4A to the Seller.


 



	Agreed and accepted	 	Agreed and accepted 	 
	 	 	 	 
	
For and on behalf of

	 	For and on behalf of 	 
	 	 	 	 
	CHINA EASTERN AIRLINES 	 	
AIRBUS S.A.S.

	 
	CORPORATION LIMITED	 	
 

	 
	 	 	 	 
	
Signature:

	
/s/ Ma Xulun

	 	
Signature:

	/s/ Christophe Mourey	 
	 	 	 	 
	Name:	Ma Xulun	 	Name:	Christophe Mourey	 
	  	 	 	 	 
	Title: 	President	 	Title:	Senior Vice President Contracts	 
	 	 	 	 	 	 
	
Witnessed and acknowledged,

	 	 	 	 
	 	 	 	 	 
	CHINA EASTERN AVIATION	 	 	 	 
	IMPORT AND EXPORT CORPORATION	 	 	 
	 	 	 	 	 	 
	Signature:	/s/ Zhai Daren	 	 	 	 
	 	 	 	 	 	 
	Name:	Zhai Daren	 	 	  	 
	 	 	 	 	 	 
	Title:	Chairman	 	 	 	 





 



	

CES – A319 – 2010



	 
	
 

	
Private & Confidential


	

CT1002329 – Issue 2010-10-28



	  
	 	 
	

LA No4A



	Page 7/7  





 



  





 










 




 


LETTER AGREEMENT N° 4B

   


CHINA EASTERN AIRLINES CORPORATION LIMITED 


Hongqiao International Airport, 


No: 2550 Hongqiao Road, 


Shanghai 200335, 


People’s Republic of China


 


Subject: A320-200 PERFORMANCE GUARANTEES


 


China Eastern Airlines Corp. Ltd., (the “Buyer”) and Airbus S.A.S. (the “Seller”) have entered into an aircraft general terms agreement (“AGTA”) dated June the 15th, 2009 and an A320 family purchase agreement (the “Purchase Agreement” or the “Agreement”) dated as of even date herewith, which cover the manufacture and the sale by the Seller and the purchase by the Buyer of the Aircraft.


 


Capitalized terms used herein and not otherwise defined in this letter agreement (the “Letter Agreement No 4B”) shall have the meanings assigned thereto in the AGTA or in the Purchase Agreement.


 


Both parties agree that this Letter Agreement No 4B, upon execution thereof, shall constitute an integral, nonseverable part of said Purchase Agreement and shall be governed by all its provisions, as such provisions have been specifically amended pursuant to this Letter Agreement.


 


If there is any inconsistency between the Purchase Agreement and this Letter Agreement No 4B, the latter shall prevail to the extent of such inconsistency.


 



	

CES – A320 – 2010



	 Private & Confidential
	

CT1002329 – Issue 2010-10-28



	  
	
LA4B

	
Page 1/7







 




  





 










 




 


LETTER AGREEMENT N° 4B

  


1          AIRCRAFT CONFIGURATION


 


The guarantees defined below (the “Guarantees”) are applicable to the A320-200 Aircraft as described in the Standard Specification Ref. D 000 02000 Issue 7 dated 1st March 2007 equipped with:


 


a)      CFM56-5B4/3 propulsion system


 


b)  IAE V2527-A5 propulsion system


 


for deliveries from 2010 onwards without taking into account any further changes thereto as provided in the Agreement (the “Specification” for the purposes of this Letter Agreement No4B).







2          GUARANTEED PERFORMANCE


 


2.1       Take-off Field Length


 


The JAR take-off field length at an Aircraft gross weight of 73,500 kg at the start of Take-Off Distance Available (TODA) at Sea Level pressure altitude in ISA+15°C conditions shall not be more than a guaranteed value of:


 


a)         for CFM:  ***


 


b)         for IAE:    ***


 


2.2      Second Segment Climb







***


 


2.3       Landing Field Length


 


JAR certified dry landing field length at an Aircraft gross weight of 64,500 kg at Sea Level pressure altitude shall be not more than a guaranteed value of:


 


a)         for CFM:  ***


 


b)         for IAE:   ***


 


2.4       Cruise Specific All Range


 


The average nautical miles per kilogram of fuel (average SAR) at a true Mach number of 0.78 in ISA+15 conditions under the Weight and Altitude conditions given below:



 



	Gross Weight (kg)	Pressure Altitude (ft)
	  
	*** 





 




shall be not less than a guaranteed value of:


 



a)         for CFM:  ***


b)         for IAE:   ***


 





	

CES – A320 – 2010



	 Private & Confidential
	

CT1002329 – Issue 2010-10-28



	  
	
LA4B

	
Page 2/7







 




  





 










 





 


LETTER AGREEMENT N° 4B

  




3         MANUFACTURER’S WEIGHT EMPTY


 



The Seller guarantees a Manufacturer’s Weights Empty as below: 


 


A320-200 CFM56-5B4/3    ***


  


A320-200 V2527-A5           ***       




 


These are the Manufacturer’s Weights Empty of the Aircraft as defined in Section 13-10.00.00 of the Standard Specifications amended by the SCNs defined in paragraph 1 of this Letter Agreement No4B and are subject to adjustment as defined in paragraph 6.2.


 


4         GUARANTEE CONDITIONS


 



	
4.1  

	
The performance certification requirements for the Aircraft, except where otherwise noted, will be as stated in Section 02 of the Standard Specification.







 



	
4.2  

	
For the determination of JAR take-off and landing performance a hard dry level runway surface with no runway strength limitations, no line-up allowances, no obstacles, zero wind, atmosphere according to ISA, except as otherwise noted, and the use of speed brakes, flaps, landing gear and engines in the conditions liable to provide the best results will be assumed.







 



	
4.2.1

	
When establishing take-off and second segment performance no air will be bled from the engines for cabin air conditioning or anti-icing.







 



	
4.3  

	
Climb, cruise and descent performance associated with the Guarantees will include allowances for normal electrical load and for normal engine air bleed and power extraction associated with maximum cabin differential pressure as defined in Section 21-30.31 of the Specification. Cabin air conditioning management during performance demonstration as described in Subparagraph 5.3 below may be such as to optimize the Aircraft performance while meeting the minimum air conditioning requirements defined above. Unless otherwise stated no air will be bled from the engines for anti-icing.







 



	
4.4  

	
The engines will be operated using not more than the engine manufacturer’s maximum recommended outputs for take-off, maximum go-round, maximum continuous, maximum climb and cruise for normal operation.







 



	
4.5  

	
Where applicable the Guarantees assume the use of an approved fuel having a density of 6.70 lb per US gallon and a lower heating value of 18,590 BTU per lb. Cruise performance assume a centre of gravity position of 33% MAC.







 


5         GUARANTEE COMPLIANCE


 



	
5.1  

	
Compliance with the Guarantees shall be demonstrated using operating procedures and limitations in accordance with those defined by the certifying Airworthiness Authority and by the Seller unless otherwise stated.







 



	
5.2  

	
Compliance with the take-off, second segment and landing elements of the Guarantees will be demonstrated with reference to the JAA approved Flight Manual.







 



	

CES – A320 – 2010



	 Private & Confidential
	

CT1002329 – Issue 2010-10-28



	  
	
LA4B

	
Page 3/7







 




  





 










 








LETTER AGREEMENT N° 4B

    







	
5.3  

	
Compliance with those parts of the Guarantees defined in paragraph 2 above not covered by the requirements of the certifying Airworthiness Authority shall be demonstrated by calculation based on data obtained during flight tests conducted on one (or more, at the Seller’s discretion) A320-200 aircraft of the same aerodynamic configuration as the Aircraft purchased by the Buyer and incorporated in the In-Flight Performance Program and data bases (“the IFP”) appropriate to the Aircraft.







 



	
5.4  

	
Compliance with the Manufacturer’s Weight Empty guarantees defined in Paragraph 3 shall be demonstrated with reference to a Weight Compliance Report.







 



	
5.5  

	
Data derived from tests will be adjusted as required using conventional methods of correction, interpolation or extrapolation in accordance with established aeronautical practices to show compliance with the Guarantees.







 



	
5.6  

	
Compliance with the Guarantees is not contingent on engine performance defined in the engine manufacturer’s specification.







 



	
5.7  

	
The Seller undertakes to furnish the Buyer with a report or reports demonstrating compliance with the Guarantees at, or as soon as possible after, the delivery of each of the Buyer’s Aircraft.







 


6         ADJUSTMENT OF GUARANTEES


 



	
6.1  

	
In the event of any change to any law, governmental regulation or requirement or interpretation thereof (“Rule Change”) by any governmental agency made subsequent to the date of the Agreement and such rule change affects the Aircraft configuration or performance or both required to obtain certification the Guarantees shall be appropriately modified to reflect the effect of any such change.







 



	
6.2  

	
The Guarantees apply to the Aircraft as described in paragraph 1 of this Letter Agreement No4B and may be adjusted in the event of:







 



	 	
i) 

	
Any further configuration change which is the subject of a SCN









	 	
ii)

	
Variation in actual weights of items defined in Section 13-10 of the Standard Specification











	 	
iii)

	
Changes required to obtain certification that cause modifications to the performance or weight of the Aircraft









 


7         EXCLUSIVE GUARANTEES


 


The Guarantees are exclusive and are provided in lieu of any and all other performance and weight guarantees of any nature which may be stated, referenced or incorporated in the Standard Specification or any other document.


 



	

CES – A320 – 2010



	 Private & Confidential
	

CT1002329 – Issue 2010-10-28



	  
	
LA4B

	
Page 4/7







 




  





 










 




 



LETTER AGREEMENT N° 4B

  




8         UNDERTAKING REMEDIES


 


8.1       ***


 


8.2.1.   ***


 


8.2.2.   ***


 


8.3.      *** 


 


8.4       ***


 


9.       ASSIGNMENT


 


Notwithstanding any other provision of this Letter Agreement No4B, the AGTA or the Purchase Agreement, this Letter Agreement No4B and the rights and obligations of the Buyer herein shall not be assigned or transferred in any manner, and any attempted assignment or transfer in contravention of the provisions of this Clause shall be void and of no force or effect.


 



	

CES – A320 – 2010



	 Private & Confidential
	

CT1002329 – Issue 2010-10-28



	  
	
LA4B

	
Page 5/7







 




  





 










 




 


LETTER AGREEMENT N° 4B


 



	
10.

	
CONFIDENTIALITY







 


Confidentiality


 


This Letter Agreement No4B (and its existence) or any data exchanged between the Buyer and the Seller for the fulfillment of their respective obligations under this Letter Agreement No4B shall be treated by both Parties as confidential and shall not be released in whole or in part to any third party except as may be required by law, or to auditors, legal or tax advisors for the purpose of implementation hereof


 


In particular, both Parties agree:


 



	 	
-

	
not to make any press release concerning the whole or any part of the contents and/or subject matter of this Letter Agreement No4B without the prior written consent of the other Party hereto.







 



	 	
-

	
that any and all terms and conditions, of the transaction contemplated in this Letter Agreement No4B are strictly personal and exclusive to the Buyer, (the “Personal Information”). The Buyer therefore agrees to enter into consultations with the Seller reasonably in advance of any required disclosure of Personal Information to financial institutions, including operating lessors, investment banks and their agents or other relevant institutions for aircraft sale and leaseback or any other Aircraft or Predelivery Payment financing purposes (the “Receiving Party”),







 


Without prejudice to the foregoing, any disclosure of Personal Information to a Receiving Party shall be subject to written agreement between the Buyer and the Seller, including in particular, but not limited to:


 



	 	
(i) 

	
the contact details of the Receiving Party,








	 	
(ii) 

	
the extent of the Personal Information subject to disclosure,








	 	
(iii) 

	
the Aircraft pricing to be provided to the Receiving Party.







 


Furthermore, the Buyer shall use its best efforts to limit the disclosure of the contents of this AGTA and/or any Purchase Agreement to the extent legally permissible in any filing required to be made by the Buyer with any governmental or regulatory agency. The Buyer agrees that prior to any such disclosure or filing, the Seller and the Buyer shall jointly review and agree on the terms and conditions of the document to be filed or disclosed.


 


The provisions of this Clause shall survive any termination of this Letter Agreement No4B for a period of twelve (12) years after the date of Delivery of the last Aircraft to be delivered under the Purchase Agreement.


 




	
CES – A320 – 2010

	
Private & Confidential


	
CT1002329 – Issue 2010-10-28

	  
	
LA4B

	  Page 6/7







 




  





 











  






 


LETTER AGREEMENT N° 4B


 


If the foregoing correctly sets forth our understanding, please execute three (3) originals in the space provided below and return one (1) original of this Letter Agreement No4B to the Seller.


 





	
Agreed and accepted

	 	
Agreed and accepted


	 	 	 
	For and on behalf of 	 	For and on behalf of 
	 	 	 
	
CHINA EASTERN AIRLINES


CORPORATION LIMITED

	 	AIRBUS S.A.S.
	 	 	 
	Signature: 	/s/ Ma Xulun	 	Signature: 	/s/ Christophe Mourey
	 	 	 
	Name: 	Ma Xulun	 	Name: 	Christophe Mourey
	 	 	 
	Title: 	President	 	Title: 	Senior Vice President Contracts







 




	

Witnessed and acknowledged,



	
 


	 	  
	
CHINA EASTERN AVIATION


IMPORT AND EXPORT CORPORATION

	  
	 	 
	Signature: 	/s/ Zhai Daren	  
	 	 
	Name: 	Zhai Daren	 
	 	 
	Title: 	Chairman	 









 




	
CES – A320 – 2010

	
Private & Confidential


	
CT1002329 – Issue 2010-10-28

	  
	
LA4B

	Page 7/7









  





 











  






 



LETTER AGREEMENT N° 4C




 


CHINA EASTERN AIRLINES CORPORATION LIMITED


Hongqiao International Airport,


No. 2550 Hongqiao Road, 


Shanghai 200335,


People’s Republic of China


 


______, ________ 2010


 


Subject: A321-200 PERFORMANCE GUARANTEES


 


China Eastern Airlines Corp. Ltd., (the “Buyer”) and Airbus S.A.S. (the “Seller”) have entered into an aircraft general terms agreement (“AGTA”) dated June the 15th, 2009 and an A320 family purchase agreement (the “Purchase Agreement” or the “Agreement”) dated as of even date herewith, which cover the manufacture and the sale by the Seller and the purchase by the Buyer of the Aircraft.


 


Capitalized terms used herein and not otherwise defined in this letter agreement (the “Letter Agreement No 4C”) shall have the meanings assigned thereto in the AGTA or in the Purchase Agreement.


 


Both parties agree that this Letter Agreement No 4C, upon execution thereof, shall constitute an integral, nonseverable part of said Purchase Agreement and shall be governed by all its provisions, as such provisions have been specifically amended pursuant to this Letter Agreement.


 


If there is any inconsistency between the Purchase Agreement and this Letter Agreement No 4C, the latter shall prevail to the extent of such inconsistency.


 



	
CES – A321 – 2010

	
Private & Confidential

	  
	
CT1002329 – Issue 2010-10-28

	LA4C	Page 1/7





 




  





 











  






 


LETTER AGREEMENT N° 4C


 



	
1

	
AIRCRAFT CONFIGURATION







 


The guarantees defined below (the “Guarantees”) are applicable to the A321-200 Aircraft as described in the Standard Specification Ref. E 000 02000 Issue 4 dated 1st March 2007 equipped with:


 


a)      CFM56-5B3/3 propulsion system


 


b)      IAE V2533-A5 propulsion system


 


for deliveries from 2010 onwards without taking into account any further changes thereto as provided in the Agreement (the “Specification” for the purposes of this Letter Agreement No4C).


 



	
2

	
GUARANTEED PERFORMANCE







 



	
2.1

	
Take-off Field Length







 


The JAR take-off field length at an Aircraft gross weight of 89,000 kg at the start of Take-Off Distance Available (TODA) at Sea Level pressure altitude in ISA+15°C conditions shall not be more than a guaranteed value of:


 


a)         for CFM:          ***


 


b)         for IAE:            ***


 



	
2.2 

	
Second Segment Climb







 


The Aircraft shall meet JAR 25 regulations for one engine inoperative climb after take-off, undercarriage retracted, at a weight corresponding to the stated weight at the start of Take-Off Distance Available (TODA), at the altitude and temperature, and in (the configuration of flap angle and safely speed required to comply with the performance guaranteed in paragraph 2.1 above.


 



	
2.3

	
Landing Field Length







 


JAR certified dry landing field length at an Aircraft gross weight of 75,500 kg at Sea Level pressure altitude shall be not more than a guaranteed value of:


 


a)        for CFM:         ***


 


b)        for IAE:           ***


 



	
2.4 

	
Cruise Specific Air Range







 


The average nautical miles per kilogram of fuel (average SAR) at a true Mach number of 0.78 in ISA+15 conditions under the Weight and Altitude conditions given below:




	
Gross Weight (kg)

	
Pressure Altitude (ft)


	 	 
	***	***








 


shall be not less than a guaranteed value of:


 


a)            for CFM  ***


 


b)            for IAE:  *** 


   



	
CES – A321 – 2010

	
Private & Confidential

	  
	
CT1002329 – Issue 2010-10-28

	LA4C	Page 2/7  





 




  





 











  








 


LETTER AGREEMENT N° 4C


 



	
3

	
MANUFACTURER’S WEIGHT EMPTY







 



The Seller guarantees a Manufacturer’s Weights Empty as below: 


 




	
A321-200 CFM56-5B3/3

	
***


	
 

	  
	
A321-200 V2533-A5

	
***











 


These are the Manufacturer’s Weights Empty of the Aircraft as defined in Section 13-10.00.00 of the Standard Specifications amended by the SCNs defined in paragraph 1 of this Letter Agreement No4C and are subject to adjustment as defined in paragraph 6.2.


 



	
4

	
GUARANTEE CONDITIONS







 



	
4.1

	
The performance certification requirements for the Aircraft, except where otherwise noted, will be as stated in Section 02 of the Standard Specification.







 



	
4.2

	
For the determination of JAR take-off and landing performance a hard dry level runway surface with no runway strength limitations, no line-up allowances, no obstacles, zero wind, atmosphere according to ISA, except as otherwise noted, and the use of speed brakes, flaps, landing gear and engines in the conditions liable to provide the best results will be assumed.







 




	
4.2.1

	
When establishing take-off and second segment performance no air will be bled from the engines for cabin air conditioning or anti-icing.









 



	
4.3

	
Climb, cruise and descent performance associated with the Guarantees will include allowances for normal electrical load and for normal engine air bleed and power extraction associated with maximum cabin differential pressure as defined in Section 21-30.31 of the Specification. Cabin air conditioning management during performance demonstration as described in Subparagraph 5.3 below may be such as to optimize the Aircraft performance while meeting the minimum air conditioning requirements defined above. Unless otherwise stated no air will be bled from the engines for anti-icing.







 



	
4.4

	
The engines will be operated using not more than the engine manufacturer’s maximum recommended outputs for take-off, maximum go-round, maximum continuous, maximum climb and cruise for normal operation.







 



	
4.5

	
Where applicable the Guarantees assume the use of an approved fuel having a density of 6.70 lb per US gallon and a lower heating value of 18,590 BTU per lb. Cruise performance assume a centre of gravity position of 25% MAC.







 



	
5

	
GUARANTEE COMPLIANCE







 



	
5.1

	
Compliance with the Guarantees shall be demonstrated using operating procedures and limitations in accordance with those defined by the certifying Airworthiness Authority and by the Seller unless otherwise stated.







 



	
5.2

	
Compliance with the take-off, second segment and landing elements of the Guarantees will be demonstrated with reference to the JAA approved Flight Manual.







  




	
CES – A321 – 2010

	
Private & Confidential

	  
	
CT1002329 – Issue 2010-10-28

	LA4C	Page 3/7  







 




  





 











  






 


LETTER AGREEMENT N° 4C





	
5.3

	
Compliance with those parts of the Guarantees defined in paragraph 2 above not covered by the requirements of the certifying Airworthiness Authority shall be demonstrated by calculation based on data obtained during flight tests conducted on one (or more, at the Seller’s discretion) A321-200 aircraft of the same aerodynamic configuration as the Aircraft purchased by the Buyer and incorporated in the In-Flight Performance Program and data bases (“the IFP”) appropriate to the Aircraft.







 



	
5.4

	
Compliance with the Manufacturer’s Weight Empty guarantees defined in Paragraph 3 shall be demonstrated with reference to a Weight Compliance Report.







 



	
5.5

	
Data derived from tests will be adjusted as required using conventional methods of correction, interpolation or extrapolation in accordance with established aeronautical practices to show compliance with the Guarantees.







 



	
5.6

	
Compliance with the Guarantees is not contingent on engine performance defined in the engine manufacturer’s specification.







 



	
5.7

	
The Seller undertakes to furnish the Buyer with a report or reports demonstrating compliance with the Guarantees at, or as soon as possible after, the delivery of each of the Buyer’s Aircraft.







 



	
6

	
ADJUSTMENT OF GUARANTEES







 



	
6.1

	
In the event of any change to any law, governmental regulation or requirement or interpretation thereof (“Rule Change”) by any governmental agency made subsequent to the date of the Agreement and such rule change affects the Aircraft configuration or performance or both required to obtain certification the Guarantees shall be appropriately modified to reflect the effect of any such change.







 



	
6.2

	
The Guarantees apply to the Aircraft as described in paragraph 1 of this Letter Agreement No4C and may be adjusted in the event of:







 



	 	
i) 

	
Any further configuration change which is the subject of a SCN









	 	
ii)

	
Variation in actual weights of items defined in Section 13-10 of the Standard Specification











	 	
iii)

	
Changes required to obtain certification that cause modifications to the performance or weight of the Aircraft









 



	
7

	
EXCLUSIVE GUARANTEES







 


The Guarantees are exclusive and are provided in lieu of any and all other performance and weight guarantees of any nature which may be stated, referenced or incorporated in the Standard Specification or any other document.


 



	
CES – A321 – 2010

	
Private & Confidential

	  
	
CT1002329 – Issue 2010-10-28

	LA4C	Page 4/7  





 




  





 











  




 


LETTER AGREEMENT N° 4C


 






	
8

	
UNDERTAKING REMEDIES













	
8.1 

	
***













	
8.2.1. 

	
***













	
8.2.2. 

	
***







 



	
8.3. 

	
***













	
8.4 

	
***









 



	
9.

	
ASSIGNMENT







 


Notwithstanding any other provision of this Letter Agreement No4C, the AGTA or the Purchase Agreement, this Letter Agreement No4C and the rights and obligations of the Buyer herein shall not be assigned or transferred in any manner, and any attempted assignment or transfer in contravention of the provisions of this Clause shall be void and of no force or effect.


 



	
CES – A321 – 2010

	
Private & Confidential

	  
	
CT1002329 – Issue 2010-10-28

	LA4C	Page 5/7  







  





 











  






 


LETTER AGREEMENT N° 4C


 





	
10.

	
CONFIDENTIALITY 









 


Confidentiality




 


This Letter Agreement No4C (and its existence) or any data exchanged between the Buyer and the Seller for the fulfilment of their respective obligations under this Letter Agreement Nq4C shall be treated by both Parties as confidential and shall not be released in whole or in part to any third party except as may be required by law, or to auditors, legal or tax advisors for the purpose of implementation hereof.


 


In particular, both Parties agree:


 



	 	
-

	
not to make any press release concerning the whole or any part of the contents and/or subject matter of this Letter Agreement No4C without the prior written consent of the other Party hereto.







 




	 	
-

	
that any and all terms and conditions of the transaction contemplated in this Letter Agreement No4C are strictly personal and exclusive to the Buyer, (the “Personal Information”). The Buyer therefore agrees to enter into consultations with the Seller reasonably in advance of any required disclosure of Personal Information to financial institutions, including operating lessors, investment banks and their agents or other relevant institutions for aircraft sale and leaseback or any other Aircraft or Predelivery Payment financing purposes (the “Receiving Party”).









 


Without prejudice to the foregoing, any disclosure of Personal Information to a Receiving Party shall be subject to written agreement between the Buyer and the Seller, including in particular, but not limited to:


 



	 	
(i) 

	
the contact details of the Receiving Party,








	 	
(ii) 

	
the extent of the Personal Information subject to disclosure,








	 	
(iii) 

	
the Aircraft pricing to be provided to the Receiving Party.







 


Furthermore, the Buyer shall use its best efforts to limit the disclosure of the contents of this AGTA and/or any Purchase Agreement to the extent legally permissible in any filing required to be made by the Buyer with any governmental or regulatory agency. The Buyer agrees that prior to any such disclosure or filing, the Seller and the Buyer shall jointly review and agree on the terms and conditions of the document to be filed or disclosed.


 


The provisions of this Clause shall survive any termination of this Letter Agreement No4C for a period of twelve (12) years after the date of Delivery of the last Aircraft to be delivered under the Purchase Agreement. 


 



	
CES – A321 – 2010

	
Private & Confidential

	  
	
CT1002329 – Issue 2010-10-28

	LA4C	Page 6/7  





 




  





 











  






 


LETTER AGREEMENT N° 4C


 


If the foregoing correctly sets forth our understanding, please execute three (3) originals in the space provided below and return one (1) original of this Letter Agreement No 4C to the Seller.


 






	
Agreed and Accepted

	 	
Agreed and Accepted


	 	 	 
	For and on behalf of 	 	For and on behalf of 
	 	 	 
	
CHINA EASTERN AIRLINES


CORPORATION LIMITED

	 	AIRBUS S.A.S.
	 	 	 
	Signature: 	/s/ Ma Xulun	 	Signature: 	/s/ Christophe Mourey
	 	 	 
	Name: 	Ma Xulun	 	Name: 	Christophe Mourey
	 	 	 
	Title: 	President	 	Title: 	Senior Vice President Contracts







 




	

Witnessed and acknowledged,



	
 


	 	  
	
CHINA EASTERN AVIATION


 


IMPORT AND EXPORT CORPORATION

	  
	 	 
	Signature: 	/s/ Zhai Daren	  
	 	 
	Name: 	Zhai Daren	 
	 	 
	Title: 	Chairman	 









 




	
CES – A321 – 2010

	
Private & Confidential

	  
	
CT1002329 – Issue 2010-10-28

	LA4C	Page 7/7  









 




  





 











  






 


LETTER AGREEMENT No5


 


CHINA EASTERN AIRLINES CORPORATION LIMITED


Hongqiao International Airport,


No. 2550 Hongqiao Road, 


Shanghai 200335, 


People’s Republic of China


 


                                    , 2010


 


Subject: Conversion Rights


 


CHINA EASTERN AIRLINES CORPORATION LIMITED (the “Buyer”) and Airbus S.A.S. (the “Seller”) have entered into an aircraft general terms agreement (“AGTA”) dated June, 15, 2009 and an A320 purchase agreement (the “Purchase Agreement”) dated as of even date herewith, which covers the manufacture and the sale by the Seller and the purchase by the Buyer of the Aircraft.


 


Capitalized terms used herein and not otherwise defined in this letter agreement (the “Letter Agreement No5”) shall have the meanings assigned thereto in the AGTA or in the Purchase Agreement.


 


Both parties agree that this Letter Agreement No5, upon execution thereof, shall constitute an integral, nonseverable part of said Purchase Agreement and shall be governed by all its provisions, as such provisions have been specifically amended pursuant to this Letter Agreement No5.


 


If there is any inconsistency between the Purchase Agreement and this Letter Agreement No5, the latter shall prevail to the extent of such inconsistency.


 



	

A320 – CES – 2010



	
Private & Confidential

	  
	
CT1002329 – Issue 2010-10-28

	LA 5	Page 1/4  





 




  





 











  






 


LETTER AGREEMENT No5


 



	
1 

	
GENERAL







 


***


 



	
2 

	
Assignment







 


Notwithstanding any other provision of this Letter Agreement No5, the AGTA or the Purchase Agreement, this Letter Agreement No5 and the rights and obligations of the Buyer herein shall not be assigned or transferred in any manner, and any attempted assignment or transfer in contravention of the provisions of this Clause shall be void and of no force or effect.


 



	

A320 – CES – 2010



	
Private & Confidential

	  
	
CT1002329 – Issue 2010-10-28

	LA 5	Page 2/4  





 




  





 











  






 


LETTER AGREEMENT No5


 



	
3

	
Confidentiality







 


This Letter Agreement No5 (and its existence) or any data exchanged between the Buyer and the Seller for the fulfillment of their respective obligations under this Letter Agreement No5 shall be treated by both Parties as confidential and shall not be released in whole or in part to any third party except as may be required by law, or to auditors, legal or tax advisors for the purpose of implementation hereof.


 


In particular, both Parties agree:


 



	 	
-

	
not to make any press release concerning the whole or any part of the contents and/or subject matter of this Letter Agreement No5 without the prior written consent of the other Party hereto.







 




	 	
-

	
that any and all terms and conditions of the transaction contemplated in this Letter Agreement No5 are strictly personal and exclusive to the Buyer, (the “Personal Information”). The Buyer therefore agrees to enter into consultations with the Seller reasonably in advance of any required disclosure of Personal Information to financial institutions, including operating lessors, investment banks and their agents or other relevant institutions for aircraft sale and leaseback or any other Aircraft or Predelivery Payment financing purposes (the “Receiving Party”).









 


Without prejudice to the foregoing, any disclosure of Personal Information to a Receiving Party shall be subject to written agreement between the Buyer and the Seller, including in particular, but not limited to:


 



	 	
(i) 

	
the contact details of the Receiving Party,








	 	
(ii) 

	
the extent of the Personal Information subject to disclosure,








	 	
(iii) 

	
the Aircraft pricing to be provided to the Receiving Party.







 


Furthermore, the Buyer shall use its best efforts to limit the disclosure of the contents of this AGTA and/or any Purchase Agreement to the extent legally permissible in any filing required to be made by the Buyer with any governmental or regulatory agency. The Buyer agrees that prior to any such disclosure or filing, the Seller and the Buyer shall jointly review and agree on the terms and conditions of the document to be filed or disclosed.


 


The provisions of this Clause shall survive any termination of this Letter Agreement No5 for a period of twelve (12) years after the date of Delivery of the last Aircraft to be delivered under the Purchase Agreement.


 



	

A320 – CES – 2010



	
Private & Confidential

	  
	
CT1002329 – Issue 2010-10-28

	LA 5	Page 3/4  





  




  





 











  






 


LETTER AGREEMENT No5


 


If the foregoing correctly sets forth our understanding, please execute three (3) originals in the space provided below and return one (1) original of this Letter Agreement No5 to the Seller.


 



	
Agreed and Accepted

	 	
Agreed and Accepted


	 	 	 
	For and on behalf of 	 	For and on behalf of 
	 	 	 
	
CHINA EASTERN AIRLINES


CORPORATION LIMITED

	 	AIRBUS S.A.S.
	 	 	 
	Signature: 	/s/ Ma Xulun	 	Signature: 	/s/ Christophe Mourey
	 	 	 
	Name: 	Ma Xulun	 	Name: 	Christophe Mourey
	 	 	 
	Title: 	President	 	Title: 	Senior Vice President Contracts



 




	

Witnessed and acknowledged,



	
 


	 	  
	
CHINA EASTERN AVIATION


IMPORT AND EXPORT CORPORATION

	  
	 	 
	Signature: 	/s/ Zhai Daren	  
	 	 
	Name: 	Zhai Daren	 
	 	 
	Title: 	Chairman	 









 



	

A320 – CES – 2010



	
Private & Confidential

	  
	
CT1002329 – Issue 2010-10-28

	LA 5	Page 4/4  





 




  





 











  






 


LETTER AGREEMENT No6


 


CHINA EASTERN AIRLINES CORPORATION LIMITED


Hongqiao International Airport,


No. 2550 Hongqiao Road,


Shanghai 200335,


People’s Republic of China


 


__________________, 2010


  


Subject: Miscellaneous Issues


 


CHINA EASTERN AIRLINES CORPORATION LIMITED (the “Buyer”) and Airbus S.A.S. (the “Seller”) have entered into an aircraft general terms agreement (“AGTA”) dated June the 15th, 2009 and an A320 family purchase agreement (the “Purchase Agreement”) dated as of even date herewith, which cover the manufacture and the sale by the Seller and the purchase by the Buyer of the Aircraft.


 


Capitalized terms used herein and not otherwise defined in this letter agreement (the “Letter Agreement No6”) shall have the meanings assigned thereto in the AGTA or in the Purchase Agreement.


 


Both parties agree that this Letter Agreement No6, upon execution thereof, shall constitute an integral, nonseverable part of said Purchase Agreement and shall be governed by all its provisions; as such provisions have been specifically amended pursuant to this Letter Agreement No6.


 


If there is any inconsistency between the Purchase Agreement and this Letter Agreement No6, the latter shall prevail to the extent of such inconsistency.


 




	
A320 – CES- 2010

	
Private & Confidential

	 
	
CT1002329 – Issue 2010-10-28

	Page 1 of 4	 
	 	
LA No6

	 





 




  





 











  






 


LETTER AGREEMENT No6


 



	
1.

	
Ferry Flight







 


With respect to the Aircraft covered by the Purchase Agreement, sub-Clause 9.3.2 of the AGTA shall be considered void and replaced by the following:


 


QUOTE


 


***


 


UNQUOTE

 



	
2.

	
Termination for Non-Excusable Delay







 


With respect to the Aircraft covered by the Purchase Agreement, Sub-Clause 11.3 of the AGTA as modified in LA2 to the AGTA shall be considered void and replaced by the following:


  


QUOTE



	 	
11.3

	
Termination







 


*** 

   



	
3.

	
Delivery Location Notification







 


***


 



	
A320 – CES- 2010

	
Private & Confidential

	 
	
CT1002329 – Issue 2010-10-28

	Page 2 of 4	 
	 	
LA No6

	 





   




  





 











  






 


LETTER AGREEMENT No6


 



	
4.

	
Assignment







 


Notwithstanding any other provision of this Letter Agreement No6, the AGTA or the Purchase Agreement, this Letter Agreement No6 and the rights and obligations of the Buyer herein shall not be assigned or transferred in any manner, and any attempted assignment or transfer in contravention of the provisions of this Clause shall be void arid of no force or effect.








	
5. 

	
Confidentiality







 


This Letter Agreement No6 (and its existence) or any data exchanged between the Buyer and the Seller for the fulfillment of their respective obligations under this Letter Agreement No6 shall be treated by both Parties as confidential and shall not be released in whole or in part to any third party except as may be required by law, or to auditors, legal or tax advisors for the purpose of implementation hereof.


 


In particular, both Parties agree:


 


-                    not to make any press release concerning the whole or any part of the contents and/or subject matter of this Letter Agreement No6 without the prior written consent of the other Party hereto.


 


-                    that any and all terms and conditions of the transaction contemplated in this Letter Agreement No6 are strictly personal and exclusive to the Buyer, (the “Personal Information”). The Buyer therefore agrees to enter into consultations with the Seller reasonably in advance of any required disclosure of Personal Information to financial institutions, including operating lessors, investment banks and their agents or other relevant institutions for aircraft sale and leaseback or any other Aircraft or Predelivery Payment financing purposes (the “Receiving Party”).


  


Without prejudice to the foregoing, any disclosure of Personal Information to a Receiving Party shall be subject to written agreement between the Buyer and the Seller, including in particular, but not limited to:


   



	
(i)

	
the contact details of the Receiving Party,








	
(ii)

	
the extent of the Personal Information subject to disclosure,








	
(iii)

	
the Aircraft pricing to be provided to the Receiving Party.







 


Furthermore, the Buyer shall use its best efforts to limit the disclosure of the contents of this AGTA and/or any Purchase Agreement to the extent legally permissible in any filing required to be made by the Buyer with any governmental or regulatory agency. The Buyer agrees that prior to any such disclosure or filing, the Seller and the Buyer shall jointly review and agree on the terms and conditions of the document to be filed or disclosed.


 


The provisions of this Clause shall survive any termination of this Letter Agreement No6 for a period of twelve (12) years after the date of Delivery of the last Aircraft to be delivered under the Purchase Agreement.


 



	
A320 – CES- 2010

	
Private & Confidential

	 
	
CT1002329 – Issue 2010-10-28

	Page 3 of 4	 
	 	
LA No6

	 







  





 











  






 


LETTER AGREEMENT No6







If the foregoing correctly sets forth our understanding, please execute three (3) originals in the space provided below and return one (i) original of this Letter Agreement No6 to the Seller.


 





	
Agreed and Accepted

	 	
Agreed and Accepted


	 	 	 
	For and on behalf of 	 	For and on behalf of 
	 	 	 
	
CHINA EASTERN AIRLINES


CORPORATION LIMITED

	 	AIRBUS S.A.S.
	 	 	 
	Signature: 	/s/ Ma Xulun	 	Signature: 	/s/ Christophe Mourey
	 	 	 
	Name: 	Ma Xulun	 	Name: 	Christophe Mourey
	 	 	 
	Title: 	President	 	Title: 	Senior Vice President Contracts







 




	

Witnessed and acknowledged,



	 	
 


	 	 	 
	
CHINA EASTERN AVIATION


IMPORT AND EXPORT CORPORATION

	 	 
	 	 	 
	Signature: 	/s/ Zhai Daren	 	 
	 	 	 
	Name: 	Zhai Daren	 	 
	 	 	 
	Title: 	Chairman	 	 







   



	
A320 – CES- 2010

	
Private & Confidential

	 
	
CT1002329 – Issue 2010-10-28

	Page 4 of 4	 
	 	
LA No6

	 





 






  





 











  






   



LETTER AGREEMENT N°7




 


CHINA EASTERN AIRLINES CORPORATION LIMITED


Hongqiao International Airport,


No. 2550 Hongqiao Road,


Shanghai 200335,


People’s Republic of China







__________________, 2010







Subject: Customer Support







CHINA EASTERN AIRLINES CORPORATION LIMITED (the “Buyer”) and Airbus S.A.S. (the “Seller”) have entered into an aircraft general terms agreement (“AGTA”) dated June the 15th, 2009 and an A320 family purchase agreement (the “Purchase Agreement”) dated as of even date herewith, which covers the manufacture and the sale by the Seller and the purchase by the Buyer of the Aircraft.


 


Capitalized terms used herein and not otherwise defined in this letter agreement (the “Letter Agreement No7”) shall have the meanings assigned thereto in the AGTA or in the Purchase Agreement.


 


Both parties agree that this Letter Agreement No7, upon execution thereof, shall constitute an integral, nonseverable part of said Purchase Agreement and shall be governed by all its provisions; as such provisions have been specifically amended pursuant to this Letter Agreement No7.


 


If there is any inconsistency between the Purchase Agreement and this Letter Agreement No7, the latter shall prevail to the extent of such inconsistency.


 



	
A320 – CES – 2010

	
Private & Confidential

	 
	
CT1002329 – Issue 2010-10-28

	LA No7	 Page 1/5





   




  





 











  






 


LETTER AGREEMENT N°7


  



	
1.

	
Warranted Part Shipping







 



	
1.1

	
Transportation costs







 


***


 



	
1.2

	
Replacement







 


***


 



	
2. 

	
Training Allowances







 


***


 




	
2.1

	
Flight Operations Training







 



	
2.1.1

	
***







 

	
2.1.2

	
***







 

	
2.1.3

	
***







 



	
2.2

	
Maintenance Training







 

	
2.2.1

	
***







 

	
2.2.2

	
***







 





	
3. 

	
Additional Training







 


***


 



	
A320 – CES – 2010

	
Private & Confidential

	 
	
CT1002329 – Issue 2010-10-28

	LA No7	 Page 2/5





   




  





 











  






 


LETTER AGREEMENT N°7


 



	
3.1.

	
***







 



	
3.1.1

	
***







  



	
3.1.2.

	
***







 



	
3.1.3.

	
***







 



	
3.1.4.

	
***







 



	
4.

	
Technical Publications












In addition to the media and quantities set forth in Exhibit G to the Agreement, the Seller shall provide to the buyer ***








	
5.

	
Assignment







 


Notwithstanding any other provision of this Letter Agreement No7, the AGTA or the Purchase Agreement, this Letter Agreement No7 and the rights and obligations of the Buyer herein shall not be assigned or transferred in any manner, and any attempted assignment or transfer in contravention of the provisions of this Clause shall be void and of no force or effect.








	
6.

	
Confidentiality







 


This Letter Agreement No7 (and its existence) or any data exchanged between the Buyer and the Seller for the fulfillment of their respective obligations under this Letter Agreement No7 shall be treated by both Parties as confidential and shall not be released in whole or in part to any third party except as may be required by law, or to auditors, legal or tax advisors for the purpose of implementation hereof.


 


In particular, both Parties agree:


 



	 	
-

	
not to make any press release concerning the whole or any part of the contents and/or subject matter of this Letter Agreement No7 without the prior written consent of the other Party hereto.







 



	 	
-

	
that any and all terms and conditions of the transaction contemplated in this Letter Agreement No7 are strictly personal and exclusive to the Buyer, (the “Personal Information”). The Buyer therefore agrees to enter into consultations with the Seller reasonably in advance of any required disclosure of Personal Information to financial institutions, including operating lessors, investment banks and their agents or other relevant institutions for aircraft sale and leaseback or any other Aircraft or Predelivery Payment financing purposes (the “Receiving Party”).







 



	
A320 – CES – 2010

	
Private & Confidential

	 
	
CT1002329 – Issue 2010-10-28

	LA No7	 Page 3/5



 




  





 











  







 


LETTER AGREEMENT N°7




 


Without prejudice to the foregoing, any disclosure of Personal Information to a Receiving Party shall be subject to written agreement between the Buyer and the Seller, including in particular, but not limited to:


 



	 	
(i) 

	
the contact details of the Receiving Party,








	 	
(ii) 

	
the extent of the Personal Information subject to disclosure,








	 	
(iii) 

	
the Aircraft pricing to be provided to the Receiving Party.







 


Furthermore, the Buyer shall use its best efforts to limit the disclosure of the contents of this Letter Agreement No7 to the extent legally permissible in any filing required to be made by the Buyer with any governmental or regulatory agency. The Buyer agrees that prior to any such disclosure or filing, the Seller and the Buyer shall jointly review and agree on the terms and conditions of the document to be filed or disclosed.


 


The provisions of this Clause shall survive any termination of this Letter Agreement No7 for a period of twelve (12) years after the date of Delivery of the last Aircraft to be delivered under the Purchase Agreement.


 



	
A320 – CES – 2010

	
Private & Confidential

	 
	
CT1002329 – Issue 2010-10-28

	LA No7	 Page 4/5





   




  





 











  






 


LETTER AGREEMENT N°7


  


If the foregoing correctly sets forth our understanding, please execute three (3) originals in the space provided below and return one (1) original of this Letter Agreement No7 to the Seller.


 





	
Agreed and accepted,

	 	
Agreed and accepted,


	 	 	 
	For and on behalf of 	 	For and on behalf of 
	 	 	 
	
CHINA EASTERN AIRLINES


CORPORATION LIMITED

	 	AIRBUS S.A.S.
	 	 	 
	Signature: 	/s/ Ma Xulun	 	Signature: 	/s/ Christophe Mourey
	 	 	 
	Name: 	Ma Xulun	 	Name: 	Christophe Mourey
	 	 	 
	Title: 	President	 	Title: 	Senior Vice President Contracts







 




	

Witnessed and acknowledged,



	 	
 


	 	 	 
	
CHINA EASTERN AVIATION


IMPORT AND EXPORT CORPORATION

	 	 
	 	 	 
	Signature: 	/s/ Zhai Daren	 	 
	 	 	 
	Name: 	Zhai Daren	 	 
	 	 	 
	Title: 	Chairman	 	 







 



	
A320 – CES – 2010

	
Private & Confidential

	 
	
CT1002329 – Issue 2010-10-28

	LA No7	 Page 5/5



  




  





 











  






  



LETTER AGREEMENT 8




 


CHINA EASTERN AIRLINES CORPORATION LIMITED




Hongqiao International Airport,


No. 2550 Hongqiao Road,


Shanghai 200335,


People’s Republic of China


 


Subject: Approval


 


China Eastern Airlines Corp. Ltd., (the “Buyer”) and Airbus S.A.S. (the “Seller”) have entered into an aircraft general terms agreement (“AGTA”) dated June the 15th, 2009 and an A320 family purchase agreement (the “Purchase Agreement”) dated as of even date herewith, which cover the manufacture and the sale by the Seller and the purchase by the Buyer of the Aircraft.


 


Capitalized terms used herein and not otherwise defined in this letter agreement (the “Letter Agreement No8”) shall have the meanings assigned thereto in the AGTA or in the Purchase Agreement.


 


Both parties agree that this Letter Agreement No8, upon execution thereof, shall constitute an integral, nonseverable part of said Purchase Agreement and shall be governed by all its provisions, as such provisions have been specifically amended pursuant to this Letter Agreement.


 


If there is any inconsistency between the Purchase Agreement and this Letter Agreement No8, the latter shall prevail to the extent of such inconsistency.


 


The purpose of this Letter Agreement No8 is to set out the terms and conditions relating to the Buyer’s Shareholders and Government Approval as defined below.


   



	
A320 – CES- 2010

	
Private & Confidential

	 
	
CT1002329 – Issue 2010-12-21

	LA8	 Page 1/4



  




  





 











  






 


LETTER AGREEMENT 8


 



	
1.

	
Listing Matters







 


***


 



	
2.

	
Shareholder Approval.







 


*** 


 



	
3.

	
Government Approval.







 


***



    



	
A320 – CES- 2010

	
Private & Confidential

	 
	

CT1002329 – Issue 2010-12-21



	LA8	 Page 2/4



   






  





 











  







 


LETTER AGREEMENT 8




 



	
4.

	
Assignment







 


Notwithstanding any other provision of this Letter Agreement No8, the AGTA or the Purchase Agreement, this Letter Agreement No8 and the rights and obligations of the Buyer herein shall not be assigned or transferred in any manner, and any attempted assignment or transfer in contravention of the provisions of this Clause shall be void and of no force or effect


 



	
5.

	
Confidentiality







 


This Letter Agreement No8 (and its existence) or any data exchanged between the Buyer and the Seller for the fulfillment of their respective obligations under this Letter Agreement 9 shall be treated by both Parties as confidential and shall not be released in whole or in part to any third party except as may be required by law (provided that the Buyer or the Seller, as the case may be, shall use its reasonable efforts to obtain assurance that such information will be treated confidentially) or by the Stock Exchange, or to auditors, legal or tax advisors for the purpose of implementation hereof.


 


In particular, both Parties agree:


 



	 	
-

	
not to make any press release concerning the whole or any part of the contents and/or subject matter of this Letter Agreement No8 without the prior written consent of the other Party hereto.







 



	 	
-

	
that any and all terms and conditions of the transaction contemplated in this Letter Agreement No8 are strictly personal and exclusive to the Buyer, (the “Personal Information”). The Buyer therefore agrees to enter into consultations with the Seller reasonably in advance of any required disclosure of Personal Information to financial institutions, including operating lessors, investment banks and their agents or other relevant institutions for aircraft sale and leaseback or any other Aircraft or Predelivery Payment financing purposes (the “Receiving Party”).







 


Without prejudice to the foregoing, any disclosure of Personal Information to a Receiving Party shall be subject to written agreement between the Buyer and the Seller, including in particular, but not limited to:


 



	 	
(i) 

	
the contact details of the Receiving Party,








	 	
(ii)

	
the extent of the Personal Information subject to disclosure,








	 	
(iii)

	
the Aircraft pricing to be provided to the Receiving Party.







 


Furthermore, the Buyer shall use its best efforts to limit the disclosure of the contents of this AGTA and/or any Purchase Agreement to the extent legally permissible in any filing required to be made by the Buyer with any governmental or regulatory agency. The Buyer agrees that prior to any such disclosure or filing, the Seller and the Buyer shall jointly review and agree on the terms and conditions of the document to be filed or disclosed.


 


The provisions of this Clause shall survive any termination of this Letter Agreement No8 for a period of twelve (12) years after the date of Delivery of the last Aircraft to be delivered under the Purchase Agreement.


    




	
A320 – CES- 2010

	
Private & Confidential

	 
	

CT1002329 – Issue 2010-12-21



	LA8	 Page 3/4



    






  





 











  








 


LETTER AGREEMENT 8




 


If the foregoing correctly sets forth our understanding, please execute three (3) originals in the space provided below and return one (1) original of this Letter Agreement No8 to the Seller.











	
Agreed and accepted,

	  	
Agreed and accepted,


	  	  	  	  	  
	
For and on behalf of

	  	
For and on behalf of


	  	  	  	  	  
	
CHINA EASTERN AIRLINES

	  	
AIRBUS S.A.S.


	
CORPORATION LIMITED

	  	  	  
	  	  	  	  	  
	
Signature:

	
/s/ Ma Xulun

	  	
Signature:

	
/s/ Christophe Mourey


	  	  	  	  	  
	
Name:

	
Ma Xulun

	  	
Name:

	
Christophe Mourey


	  	  	  	  	
 


	
Title:

	
President

	  	
Title:

	
Senior Vice President Contracts   







 


Witnessed and acknowledged,


 


CHINA EASTERN AVIATION


IMPORT AND EXPORT CORPORATION








	
Signature:

	
/s/ Zhai Daren

	  
	  	  	  
	
Name:

	
Zhai Daren

	  
	  	  	  
	
Title:

	
Chairman

	  





 




	
A320 – CES- 2010

	
Private & Confidential

	  
	
CT1002329 – Issue 2010-12-21

	LA8	Page 4/4  









 




  





  











  






 



LETTER AGREEMENT N°9


 


CHINA EASTERN AIRLINES CORPORATION LIMITED


Hongqiao International Airport,


No. 2550 Hongqiao Road,


Shanghai 200335,


People’s Republic of China


 


__________________, 2010


 


Subject: Fuel Tank Inerting System


 


China Eastern Airlines Corp. Ltd., (the “Buyer”) and Airbus S.A.S. (the “Seller”) have entered into an aircraft general terms agreement (“AGTA”) dated June the 15th, 2009 and an A320 family purchase agreement (the “Purchase Agreement”) dated as of even date herewith, which cover the manufacture and the sale by the Seller and the purchase by the Buyer of the Aircraft.


 


Capitalized terms used herein and not otherwise defined in this letter agreement (the “Letter Agreement No9”) shall have the meanings assigned thereto in the AGTA or in the Purchase Agreement.


 


Both parties agree that this Letter Agreement No9, upon execution thereof, shall constitute an integral, nonseverable part of said Purchase Agreement and shall be governed by all its provisions, as such provisions have been specifically amended pursuant to this Letter Agreement.


 


If there is any inconsistency between the Purchase Agreement and this Letter Agreement No9, the latter shall prevail to the extent of such inconsistency.


 



	
A320 – CES- 2010

	
Private & Confidential

	  
	
CT1002329 – Issue 2010-10-28

	LA9	Page 1/4  





 




  





  











  







 



LETTER AGREEMENT N°9


 




	
  

	
1.

	
***













	
  

	
2.

	
Assignment







 


Notwithstanding any other provision of this Letter Agreement No9, the AGTA or the Purchase Agreement, this Letter Agreement No9 and the rights and obligations of the Buyer herein shall not be assigned or transferred in any manner, and any attempted assignment or transfer in contravention of the provisions of this Clause shall be void and of no force or effect.




 



	
A320 – CES- 2010

	
Private & Confidential

	  
	
CT1002329 – Issue 2010-10-28

	LA9	Page 2/4  





 




  





  











  












 



LETTER AGREEMENT N°9


 




	
  

	
3.

	
Confidentiality







 


This Letter Agreement No9 (and its existence) or any data exchanged between the Buyer and the Seller for the fulfillment of their respective obligations under this Letter Agreement No9 shall be treated by both Parties as confidential and shall not be released in whole or in part to any third party except as may be required by law, or to auditors, legal or tax advisors for the purpose of implementation hereof.


 


In particular, both Parties agree:


 


-            not to make any press release concerning the whole or any part of the contents and/or subject matter of this Letter Agreement No9 without the prior written consent of the other Party hereto.


 


-            that any and all terms and conditions of the transaction contemplated in this Letter Agreement No9 are strictly personal and exclusive to the Buyer, (the “Personal Information”). The Buyer therefore agrees to enter into consultations with the Seller reasonably in advance of any required disclosure of Personal Information to financial institutions, including operating lessors, investment banks and their agents or other relevant institutions for aircraft sale and leaseback or any other Aircraft or Predelivery Payment financing purposes (the “Receiving Party”).


 


Without prejudice to the foregoing, any disclosure of Personal Information to a Receiving Party shall be subject to written agreement between the Buyer and the Seller, including in particular, but not limited to:


 



	
  

	
(i)

	
the contact details of the Receiving Party,








	
  

	
(ii)

	
the extent of the Personal Information subject to disclosure,








	
  

	
(iii)

	
the Aircraft pricing to be provided to the Receiving Party.







 


Furthermore, the Buyer shall use its best efforts to limit the disclosure of the contents of this AGTA and/or any Purchase Agreement to the extent legally permissible in any filing required to be made by the Buyer with any governmental or regulatory agency. The Buyer agrees that prior to any such disclosure or filing, the Seller and the Buyer shall jointly review and agree on the terms and conditions of the document to be filed or disclosed.


 


The provisions of this Clause shall survive any termination of this Letter Agreement No9 for a period of twelve (12) years after the date of Delivery of the last Aircraft to be delivered under the Purchase Agreement.




 



	
A320 – CES- 2010

	
Private & Confidential

	  
	
CT1002329 – Issue 2010-10-28

	LA9	Page 3/4  





 




  





  











  









 


LETTER AGREEMENT N°9




 



If the foregoing correctly sets forth our understanding, please execute three (3) originals in the space provided below and return one (1) original of this Letter Agreement No9 to the Seller.













	
Agreed and Accepted

	  	
Agreed and Accepted


	  	  	  	  	  
	
For and on behalf of

	  	
For and on behalf of


	  	  	  	  	  
	
CHINA EASTERN AIRLINES

	  	
AIRBUS S.A.S.


	
CORPORATION LIMITED

	  	  	  
	  	  	  	  	  
	
Signature:

	
/s/ Ma Xulun

	  	
Signature:

	
/s/ Christophe Mourey


	  	  	  	  	  
	
Name:

	
Ma Xulun

	  	
Name:

	
Christophe Mourey


	   	   	   	   	
 


	
Title:

	
President

	  	
Title:

	
Senior Vice President Contracts   







 


Witnessed and acknowledged,


 


CHINA EASTERN AVIATION


IMPORT AND EXPORT CORPORATION








	
Signature:

	
/s/ Zhai Daren

	  
	  	  	  
	
Name:

	
Zhai Daren

	  
	  	  	  
	
Title:

	
Chairman

	  





 




	
A320 – CES- 2010

	
Private & Confidential

	  
	
CT1002329 – Issue 2010-10-28

	LA9	Page 4/4  









 




  





  











  










 



SIDE LETTER N°1





 


CHINA EASTERN AIRLINES CORPORATION LIMITED


Hongqiao International Airport,


No. 2550 Hongqiao Road,


Shanghai 200335,


People’s Republic of China


 


__________________, 2010







Subject: Customer Support Credit Memorandum Advancement


 


CHINA EASTERN AIRLINES CORPORATION LIMITED (the “Buyer”) and Airbus S.A.S. (the “Seller”) have entered into an aircraft general terms agreement (“AGTA”) dated June the 15th, 2009 and an A320 family purchase agreement (the “Purchase Agreement”) dated as of even date herewith, which covers the manufacture and the sale by the Seller and the purchase by the Buyer of the Aircraft.


 


The Buyer and the Seller have agreed to set forth in this side letter No. 1 (the “Side Letter No1”) certain additional terms and conditions regarding the sale of the Aircraft.


 


Capitalized terms used herein and not otherwise defined in this Side Letter No1 shall have the meanings assigned thereto in the AGTA or in the Purchase Agreement.


 


Both parties agree that this Side Letter No1, upon execution thereof, shall constitute an integral, nonseverable part of said Purchase Agreement and shall be governed by all its provisions; as such provisions have been specifically amended pursuant to this Side Letter No1.


 


If there is any inconsistency between the Purchase Agreement and this Side Letter No1, the latter shall prevail to the extent of such inconsistency.


 



	
A320 – CES- 2010

	
Private & Confidential

	  
	
CT1002329 – Issue 2010-10-28

	SL No1	Page 1/5  







 




  





  











  







 



SIDE LETTER N°1





 




	
1.

	
Customer Support Credit Memorandum Advancement







 


***


 




	
2

	
Customer Support services









 


***




 



	
A320 – CES- 2010

	
Private & Confidential

	  
	
CT1002329 – Issue 2010-10-28

	SL No1	Page 2/5  







 




  





  











  






 




SIDE LETTER N°1






 


***


 



	
2.1

	
Software Services subscriptions












***


 



	
3.

	
Advanced CSCM Conditions







 


The Seller shall make such Advanced CSCM available to the Buyer provided that the following conditions precedents are fulfilled:


 


***


 



	
4.

	
Assignment







 


Notwithstanding any other provision of this Side Letter No1, the AGTA or the Purchase Agreement, this Side Letter No1 and the rights and obligations of the Buyer herein shall not be assigned or transferred in any manner, and any attempted assignment or transfer in contravention of the provisions of this Clause shall be void and of no force or effect.


 



	
5.

	
Confidentiality







 


This Side Letter No1 (and its existence) or any data exchanged between the Buyer and the Seller for the fulfillment of their respective obligations under this Side Letter No1 shall be treated by both Parties as confidential and shall not be released in whole or in part to any third party except as may be required by law, or to auditors, legal or tax advisors for the purpose of implementation hereof.




 



	
A320 – CES- 2010

	
Private & Confidential

	  
	
CT1002329 – Issue 2010-10-28

	SL No1	Page 3/5  







 




  





  











  







 




SIDE LETTER N°1






 


In particular, both Parties agree:


 



	
  

	
-

	
not to make any press release concerning the whole or any part of the contents and/or subject matter of this Side Letter No1 without the prior written consent of the other Party hereto.







 



	
  

	
-

	
that any and all terms and conditions of the transaction contemplated in this Side Letter No1 are strictly personal and exclusive to the Buyer, (the “Personal Information”). The Buyer therefore agrees to enter into consultations with the Seller reasonably in advance of any required disclosure of Personal Information to financial institutions, including operating lessors, investment banks and their agents or other relevant institutions for aircraft sale and leaseback or any other Aircraft or Predelivery Payment financing purposes (the “Receiving Party”).







 


Without prejudice to the foregoing, any disclosure of Personal Information to a Receiving Party shall be subject to written agreement between the Buyer and the Seller, including in particular, but not limited to:


 



	
  

	
(i)

	
the contact details of the Receiving Party,








	
  

	
(ii)

	
the extent of the Personal Information subject to disclosure,








	
  

	
(iii)

	
the Aircraft pricing to be provided to the Receiving Party.







 


Furthermore, the Buyer shall use its best efforts to limit the disclosure of the contents of this Side Letter No1 to the extent legally permissible in any filing required to be made by the Buyer with any governmental or regulatory agency. The Buyer agrees that prior to any such disclosure or filing, the Seller and the Buyer shall jointly review and agree on the terms and conditions of the document to be filed or disclosed.


 


The provisions of this Clause 5 shall survive any termination of this Side Letter No1 for a period of twelve (12) years after the date of Delivery of the last Aircraft to be delivered under the Purchase Agreement.


 





	
A320 – CES- 2010

	
Private & Confidential

	  
	
CT1002329 – Issue 2010-10-28

	SL No1	Page 4/5  







 




  





  











  
















 


SIDE LETTER N°1




 



If the foregoing correctly sets forth our understanding, please execute three (3) originals in the space provided below and return one (1) original of this Side Letter No1 to the Seller.


 








	
Agreed and accepted,

	  	
Agreed and accepted,


	  	  	  	  	  
	
For and on behalf of

	  	
For and on behalf of


	  	  	  	  	  
	
CHINA EASTERN AIRLINES

	  	
AIRBUS S.A.S.


	
CORPORATION LIMITED

	  	  	  
	  	  	  	  	  
	
Signature:

	
/s/ Ma Xulun

	  	
Signature:

	
/s/ Christophe Mourey


	  	  	  	  	  
	
Name:

	
Ma Xulun

	  	
Name:

	
Christophe Mourey


	  	  	  	  	
 


	
Title:

	
President

	  	
Title:

	
Senior Vice President Contracts   







 


Witnessed and acknowledged,


 


CHINA EASTERN AVIATION


IMPORT AND EXPORT CORPORATION








	
Signature:

	
/s/ Zhai Daren

	  
	  	  	  
	
Name:

	
Zhai Daren

	  
	  	  	  
	
Title:

	
Chairman

	  





 




	
A320 – CES- 2010

	
Private & Confidential

	  
	
CT1002329 – Issue 2010-10-28

	SL No1	Page 5/5  









 




  





  











  






 



SIDE LETTER N°2


 



CHINA EASTERN AIRLINES CORPORATION LIMITED


Hongqiao International Airport,


No. 2550 Hongqiao Road,


Shanghai 200335,


People’s Republic of China







__________________, 2010







Subject: Additional Customer Support Credit Memorandum Advancement







CHINA EASTERN AIRLINES CORPORATION LIMITED (the “Buyer”) and Airbus S.A.S. (the “Seller”) have entered into an aircraft general terms agreement (“AGTA”) dated June the 15th, 2009 and an A320 family purchase agreement (the “Purchase Agreement”) dated as of even date herewith, which covers the manufacture and the sale by the Seller and the purchase by the Buyer of the Aircraft.







The Buyer and the Seller have agreed to set forth in this side letter No.2 (the “Side Letter No2”) certain additional terms and conditions regarding the sale of the Aircraft.


 


Capitalized terms used herein and not otherwise defined in this Side Letter No2 shall have the meanings assigned thereto in the AGTA or in the Purchase Agreement.


 


Both parties agree that this Side Letter No2, upon execution thereof, shall constitute an integral, nonseverable part of said Purchase Agreement and shall be governed by all its provisions; as such provisions have been specifically amended pursuant to this Side Letter No2.


 


If there is any inconsistency between the Purchase Agreement and this Side Letter No2, the latter shall prevail to the extent of such inconsistency.




 





	
A320 – CES- 2010

	
Private & Confidential

	  
	
CT1002329 – Issue 2010-10-28

	SL No2	Page 1/5  









 




  





  











  







 



SIDE LETTER N°2





 




	
1.

	

Additional Customer Support Credit Memorandum Advancement









 


***


 




	
2

	
Customer Support services









 


***




 



	
A320 – CES- 2010

	
Private & Confidential

	  
	
CT1002329 – Issue 2010-10-28

	SL No2	Page 2/5  







 




  





  











  








 



SIDE LETTER N°2





 




	
2.1

	

***









 




	
3.

	

Additional Advanced CSCM Conditions











 


***




 




	
4.

	
Assignment







 


Notwithstanding any other provision of this Side Letter No2, the AGTA or the Purchase Agreement, this Side Letter No2 and the rights and obligations of the Buyer herein shall not be assigned or transferred in any manner, and any attempted assignment or transfer in contravention of the provisions of this Clause shall be void and of no force or effect.


 



	
5.

	
Confidentiality







 


This Side Letter No2 (and its existence) or any data exchanged between the Buyer and the Seller for the fulfillment of their respective obligations under this Side Letter No2 shall be treated by both Parties as confidential and shall not be released in whole or in part to any third party except as may be required by law, or to auditors, legal or tax advisors for the purpose of implementation hereof.


 


In particular, both Parties agree:


 



	 	
-

	
not to make any press release concerning the whole or any part of the contents and/or subject matter of this Side Letter No2 without the prior written consent of the other Party hereto.







 



	 	
-

	
that any and all terms and conditions of the transaction contemplated in this Side Letter No2 are strictly personal and exclusive to the Buyer, (the “Personal Information”). The Buyer therefore agrees to enter into consultations with the Seller reasonably in advance of any required disclosure of Personal Information to financial institutions, including operating lessors, investment banks and their agents or other relevant institutions for aircraft sale and leaseback or any other Aircraft or Predelivery Payment financing purposes (the “Receiving Party”).







 


Without prejudice to the foregoing, any disclosure of Personal Information to a Receiving Party shall be subject to written agreement between the Buyer and the Seller, including in particular, but not limited to:


 


(i)       the contact details of the Receiving Party,


(ii)      the extent of the Personal Information subject to disclosure,


(iii)     the Aircraft pricing to be provided to the Receiving Party.




 



	
A320 – CES- 2010

	
Private & Confidential

	  
	
CT1002329 – Issue 2010-10-28

	SL No2	Page 3/5  







 




  





  











  














 


SIDE LETTER N°2


 


Furthermore, the Buyer shall use its best efforts to limit the disclosure of the contents of this Side Letter No2 to the extent legally permissible in any filing required to be made by the Buyer with any governmental or regulatory agency. The Buyer agrees that prior to any such disclosure or filing, the Seller and the Buyer shall jointly review and agree on the terms and conditions of the document to be filed or disclosed.


 


The provisions of this Clause 5 shall survive any termination of this Side Letter No2 for a period of twelve (12) years after the date of Delivery of the last Aircraft to be delivered under the Purchase Agreement.








	
A320 - CES- 2010

	
Private & Confidential

	  
	
CT1002329 – Issue 2010-10-28

	
SL No2

	
Page 4/5














  





  











  






 


SIDE LETTER N°2


 


If the foregoing correctly sets forth our understanding, please execute three (3) originals in the space provided below and return one (1) original of this Side Letter No2 to the Seller.


 



	
Agreed and accepted,

	  	
Agreed and accepted,


	  	  	  	  	  
	
For and on behalf of

	  	
For and on behalf of


	  	  	  	  	  
	
CHINA EASTERN AIRLINES

	  	
AIRBUS S.A.S.


	
CORPORATION LIMITED

	  	  	  
	  	  	  	  	  
	
Signature:

	
/s/ Ma Xulun

	  	
Signature:

	
/s/ Christophe Mourey


	  	  	  	  	  
	
Name:

	
Ma Xulun

	  	
Name:

	
Christophe Mourey


	  	  	  	  	  
	
Title:

	
President

	  	
Title:

	

Senior Vice President Contracts









 


Witnessed and acknowledged,


 


CHINA EASTERN AVIATION


IMPORT AND EXPORT CORPORATION








	
Signature:

	
/s/ Zhai Daren

	  
	  	  	  
	
Name:

	
Zhai Daren

	  
	  	  	  
	
Title:

	
Chairman

	  





 



	
A320 – CES- 2010

	
Private & Confidential

	  
	
CT1002329 – Issue 2010-10-28

	
SL No2

	  
	  	
 

	
Page 5/5







 




  





  











  






 


SIDE LETTER N°3


 


CHINA EASTERN AIRLINES CORPORATION LIMITED


Hongqiao International Airport,


No. 2550 Hongqiao Road,


Shanghai 200335,


People’s Republic of China


 


__________________, 2010


 


Subject: Flight Simulator Incentives


 


CHINA EASTERN AIRLINES CORPORATION LIMITED (the “Buyer”) and Airbus S.A.S. (the “Seller”) have entered into an aircraft general terms agreement (“AGTA”) dated June the 15th, 2009 and an A320 family purchase agreement (the “Purchase Agreement”) dated as of even date herewith, which covers the manufacture and the sale by the Seller and the purchase by the Buyer of the Aircraft.


 


The Buyer and the Seller have agreed to set forth in this side letter No.3 (the “Side Letter No3”) certain additional terms and conditions regarding the sale of the Aircraft.


 


Capitalized terms used herein and not otherwise defined in this Side Letter No3 shall have the meanings assigned thereto in the AGTA or in the Purchase Agreement.


 


Both parties agree that this Side Letter No3, upon execution thereof, shall constitute an integral, nonseverable part of said Purchase Agreement and shall be governed by all its provisions; as such provisions have been specifically amended pursuant to this Side Letter No3.


 


If there is any inconsistency between the Purchase Agreement and this Side Letter No3, the latter shall prevail to the extent of such inconsistency.


 



	
A320 – CES- 2010

	
Private & Confidential

	  
	
CT1002329 – Issue 2010-11-02

	
SL No3

	
Page 1/4














  





  











  






 


SIDE LETTER N°3


 


1.            ***


 



	
2. 

	
Assignment







 


Notwithstanding any other provision of this Side Letter No3, the AGTA or the Purchase Agreement, this Side Letter No3 and the rights and obligations of the Buyer herein shall not be assigned or transferred in any manner, and any attempted assignment or transfer in contravention of the provisions of this Clause shall be void and of no force or effect.








	
A320 – CES- 2010

	
Private & Confidential

	  
	
CT1002329 – Issue 2010-11-02

	
SL No3

	
Page 2/4







 




  





  











  






 



SIDE LETTER N°3




 



	
3. 

	
Confidentiality







 


This Side Letter No3 (and its existence) or any data exchanged between the Buyer and the Seller for the fulfillment of their respective obligations under this Side Letter No3 shall be treated by both Parties as confidential and shall not be released in whole or in part to any third party except as may be required by law, or to auditors, legal or tax advisors for the purpose of implementation hereof.


 


In particular, both Parties agree:


 



	 	
-

	
not to make any press release concerning the whole or any part of the contents and/or subject matter of this Side Letter No3 without the prior written consent of the other Party hereto.







 



	 	
-

	
that any and all terms and conditions of the transaction contemplated in this Side Letter No3 are strictly personal and exclusive to the Buyer, (the “Personal Information”). The Buyer therefore agrees to enter into consultations with the Seller reasonably in advance of any required disclosure of Personal Information to financial institutions, including operating lessors, investment banks and their agents or other relevant institutions for aircraft sale and leaseback or any other Aircraft or Predelivery Payment financing purposes (the “Receiving Party”).







 


Without prejudice to the foregoing, any disclosure of Personal Information to a Receiving Party shall be subject to written agreement between the Buyer and the Seller, including in particular, but not limited to:


 



	 	
(i) 

	
the contact details of the Receiving Party,








	 	
(ii) 

	
the extent of the Personal Information subject to disclosure,








	 	
(iii) 

	
the Aircraft pricing to be provided to the Receiving Party.







 


Furthermore, the Buyer shall use its best efforts to limit the disclosure of the contents of this Side Letter No3 to the extent legally permissible in any filing required to be made by the Buyer with any governmental or regulatory agency. The Buyer agrees that prior to any such disclosure or filing, the Seller and the Buyer shall jointly review and agree on the terms and conditions of the document to be filed or disclosed.


 


The provisions of this Clause shall survive any termination of this Side Letter No3 for a period of twelve (12) years after the date of Delivery of the last Aircraft to be delivered under the Purchase Agreement.



 



	
A320 – CES- 2010

	
Private & Confidential

	  
	
CT1002329 – Issue 2010-11-02

	
SL No3

	Page 3/4












  





  











  




 





SIDE LETTER N°3




 


If the foregoing correctly sets forth our understanding, please execute three (3) originals in the space provided below and return one (1) original of this Side Letter No3 to the Seller.


 



	
Agreed and accepted,

	  	
Agreed and accepted,


	  	  	  	  	  
	
For and on behalf of

	  	
For and on behalf of


	  	  	  	  	  
	
CHINA EASTERN AIRLINES

	  	
AIRBUS S.A.S.


	
CORPORATION LIMITED

	  	  	  
	  	  	  	  	  
	
Signature:

	
/s/ Ma Xulun

	  	
Signature:

	
/s/ Christophe Mourey


	  	  	  	  	  
	
Name:

	
Ma Xulun

	  	
Name:

	
Christophe Mourey


	  	  	  	  	  
	
Title:

	
President

	  	
Title:

	

Senior Vice President Contracts







 


Witnessed and acknowledged,


 


CHINA EASTERN AVIATION


IMPORT AND EXPORT CORPORATION








	
Signature:

	
/s/ Zhai Daren

	  
	  	  	  
	
Name:

	
Zhai Daren

	  
	  	  	  
	
Title:

	
Chairman

	  





 



	
A320 – CES- 2010

	
Private & Confidential

	  
	
CT1002329 – Issue 2010-11-02

	
SL No3

	Page 4/4







 




  





  











  






 



SIDE LETTER N°4




 


CHINA EASTERN AIRLINES CORPORATION LIMITED


Hongqiao International Airport,


No. 2550 Hongqiao Road, 


Shanghai 200335,


People’s Republic of China


 


__________________, 2010


 


Subject: Fleet Expansion Credit Memorandum


 


CHINA EASTERN AIRLINES CORPORATION LIMITED (the “Buyer”) and Airbus S.A.S. (the “Seller”) have entered into an aircraft general terms agreement (“AGTA”) dated June the 15th, 2009 and an A320 family purchase agreement (the “Purchase Agreement”) dated as of even date herewith, which covers the manufacture and the sale by the Seller and the purchase by the Buyer of the Aircraft.


 


The Buyer and the Seller have agreed to set forth in this side letter No.4 (the “Side Letter No4”) certain additional terms and conditions regarding the sale of the Aircraft.


 


Capitalized terms used herein and not otherwise defined in this Side Letter No4 shall have the meanings assigned thereto in the AGTA or in the Purchase Agreement.


 


Both parties agree that this Side Letter No4, upon execution thereof, shall constitute an integral, nonseverable part of said Purchase Agreement and shall be governed by all its provisions; as such provisions have been specifically amended pursuant to this Side Letter No4.


 


If there is any inconsistency between the Purchase Agreement and this Side Letter No4, the latter shall prevail to the extent of such inconsistency.



 



	
A320 – CES- 2010

	
Private & Confidential

	  
	
CT1002329 – Issue 2010-10-28

	
SL No4

	Page 1/4





 






  





  











  






 


SIDE LETTER N°4


 



	
1. 

	
Fleet Expansion Credit Memorandum







 


***


 



	
2. 

	
Assignment







 


Notwithstanding any other provision of this Side Letter No4, the AGTA or the Purchase Agreement, this Side Letter No4 and the rights and obligations of the Buyer herein shall not be assigned or transferred in any manner, and any attempted assignment or transfer in contravention of the provisions of this Clause shall be void and of no force or effect.


 



	
3.

	
Confidentiality







 


This Side Letter No4 (and its existence) or any data exchanged between the Buyer and the Seller for the fulfillment of their respective obligations under this Side Letter No4 shall be treated by both Parties as confidential and shall not be released in whole or in part to any third party except as may be required by law, or to auditors, legal or tax advisors for the purpose of implementation hereof.


 


In particular, both Parties agree:


 



	 	
-

	
not to make any press release concerning the whole or any part of the contents and/or subject matter of this Side Letter No4 without the prior written consent of the other Party hereto.







 



	 	
-

	
that any and all terms and conditions of the transaction contemplated in this Side Letter No4 are strictly personal and exclusive to the Buyer, (the “Personal Information”). The Buyer therefore agrees to enter into consultations with the Seller reasonably in advance of any required disclosure of Personal Information to financial institutions, including operating lessors, investment banks and their agents or other relevant institutions for aircraft sale and leaseback or any other Aircraft or Predelivery Payment financing purposes (the “Receiving Party”).







 



	
A320 – CES- 2010

	
Private & Confidential

	  
	
CT1002329 – Issue 2010-10-28

	
SL No4

	Page 2/4










  





  











  






 


SIDE LETTER N°4


 


Without prejudice to the foregoing, any disclosure of Personal Information to a Receiving Party shall be subject to written agreement between the Buyer and the Seller, including in particular, but not limited to:


 



	 	
(i) 

	
the contact details of the Receiving Party,








	 	
(ii) 

	
the extent of the Personal Information subject to disclosure,








	 	
(iii) 

	
the Aircraft pricing to be provided to the Receiving Party.







 


Furthermore, the Buyer shall use its best efforts to limit the disclosure of the contents of this Side Letter No4 to the extent legally permissible in any filing required to be made by the Buyer with any governmental or regulatory agency. The Buyer agrees that prior to any such disclosure or filing, the Seller and the Buyer shall jointly review and agree on the terms and conditions of the document to be filed or disclosed.


 


The provisions of this Clause shall survive any termination of this Side Letter No4 for a period of twelve (12) years after the date of Delivery of the last Aircraft to be delivered under the Purchase Agreement.



 



	
A320 – CES- 2010

	
Private & Confidential

	  
	
CT1002329 – Issue 2010-10-28

	
SL No4

	Page 3/4



  






  





  











  






 


SIDE LETTER N°4


 


If the foregoing correctly sets forth our understanding, please execute three (3) originals in the space provided below and return one (1) original of this Side Letter No4 to the Seller.


 



	
Agreed and accepted,

	  	
Agreed and accepted,


	  	  	  	  	  
	
For and on behalf of

	  	
For and on behalf of


	  	  	  	  	  
	
CHINA EASTERN AIRLINES

	  	
AIRBUS S.A.S.


	
CORPORATION LIMITED

	  	  	  
	  	  	  	  	  
	
Signature:

	
/s/ Ma Xulun

	  	
Signature:

	
/s/ Christophe Mourey


	  	  	  	  	  
	
Name:

	
Ma Xulun

	  	
Name:

	
Christophe Mourey


	  	  	  	  	  
	
Title:

	
President

	  	
Title:

	

Senior Vice President Contracts







 


Witnessed and acknowledged,


 


CHINA EASTERN AVIATION


IMPORT AND EXPORT CORPORATION








	
Signature:

	
/s/ Zhai Daren

	  
	  	  	  
	
Name:

	
Zhai Daren

	  
	  	  	  
	
Title:

	
Chairman

	  







 



	
A320 – CES- 2010

	
Private & Confidential

	  
	
CT1002329 – Issue 2010-10-28

	
SL No4

	Page 4/4





 




  





  











  






 


SIDE LETTER N°5


 


CHINA EASTERN AIRLINES CORPORATION LIMITED


Hongqiao International Airport,


No. 2550 Hongqiao Road,


Shanghai 200335,


People’s Republic of China


 


__________________, 2010


 


Subject: A319 High Altitude Concession


 


CHINA EASTERN AIRLINES CORPORATION LIMITED (the “Buyer”) and Airbus S.A.S. (the “Seller”) have entered into an aircraft general terms agreement (“AGTA”) dated June the 15th, 2009 and an A320 family purchase agreement (the “Purchase Agreement”) dated as of even date herewith, which covers the manufacture and the sale by the Seller and the purchase by the Buyer of fifty (50) Aircraft.


 


The Buyer and the Seller have agreed to set forth in this side letter No.5 (the “Side Letter No5”) certain additional terms and conditions regarding the sale of the Aircraft.


 


Capitalized terms used herein and not otherwise defined in this Side Letter No5 shall have the meanings assigned thereto in the AGTA or in (the Purchase Agreement.


 


Both parties agree that this Side Letter No5, upon execution thereof, shall constitute an integral, nonseverable part of said Purchase Agreement and shall be governed by all its provisions; as such provisions have been specifically amended pursuant to this Side Letter No5.


 


If there is any inconsistency between the Purchase Agreement and this Side Letter No5, the latter shall prevail to the extent of such inconsistency.








	
A320 – CES- 2010

	
Private & Confidential

	  
	
CT1002329 – Issue 2010-10-28

	
SL No5

	Page 1/4





 




  





  











  






 


SIDE LETTER N°5


 



	
1.

	
A319 High Altitude Credit Memorandum







 


***


 



	
A320 – CES- 2010

	
Private & Confidential

	  
	
CT1002329 – Issue 2010-10-28

	
SL No5

	Page 2/4



 




  





  











  







 


SIDE LETTER N°5


 


***








	
2.

	
Assignment







 


Notwithstanding any other provision of this Side Letter No5, the AGTA or the Purchase Agreement, this Side Letter No5 and the rights and obligations of the Buyer herein shall not be assigned or transferred in any manner, and any attempted assignment or transfer in contravention of the provisions of this Clause shall be void and of no force or effect.


 



	
3.

	
Confidentiality







 


This Side Letter No5 (and its existence) or any data exchanged between the Buyer and the Seller for the fulfillment of their respective obligations under this Side Letter No5 shall be treated by both Parties as confidential and shall not be released in whole or in part to any third party except as may be required by law, or to auditors, legal or tax advisors for the purpose of implementation hereof.


 


In particular, both Parties agree:


 



	
  

	
-

	
not to make any press release concerning the whole or any part of the contents and/or subject matter of this Side Letter No5 without the prior written consent of the other Party hereto.







 



	
  

	
-

	
that any and all terms and conditions of the transaction contemplated in this Side Letter No5 are strictly personal and exclusive to the Buyer, (the “Personal Information”). The Buyer therefore agrees to enter into consultations with the Seller reasonably in advance of any required disclosure of Personal Information to financial institutions, including operating lessors, investment banks and their agents or other relevant institutions for aircraft sale and leaseback or any other Aircraft or Predelivery Payment financing purposes (the “Receiving Party”).







 


Without prejudice to the foregoing, any disclosure of Personal Information to a Receiving Party shall be subject to written agreement between the Buyer and the Seller, including in particular, but not limited to:


 



	
  

	
(i)

	
the contact details of the Receiving Party,








	
  

	
(ii)

	
the extent of the Personal Information subject to disclosure,








	
  

	
(iii)

	
the Aircraft pricing to be provided to the Receiving Party.







 


Furthermore, the Buyer shall use its best efforts to limit the disclosure of the contents of this Side Letter No5 to the extent legally permissible in any filing required to be made by the Buyer with any governmental or regulatory agency. The Buyer agrees that prior to any such disclosure or filing, the Seller and the Buyer shall jointly review and agree on the terms and conditions of the document to be filed or disclosed.


 


The provisions of this Clause shall survive any termination of this Side Letter No5 for a period of twelve (12) years after the date of Delivery of the last Aircraft to be delivered under the Purchase Agreement.



 



	
A320 – CES- 2010

	
Private & Confidential

	  
	
CT1002329 – Issue 2010-10-28

	
SL No5

	
Page 3/4







 






  





 











  






 


SIDE LETTER N°5


 


If the foregoing correctly sets forth our understanding, please execute three (3) originals in the space provided below and return one (1) original of this Side Letter No5 to the Seller.



 




	
Agreed and accepted,

	  	
Agreed and accepted,


	  	  	  	  	  
	
For and on behalf of

	  	
For and on behalf of


	  	  	  	  	  
	
CHINA EASTERN AIRLINES

	  	
AIRBUS S.A.S.


	
CORPORATION LIMITED

	  	  	  
	  	  	  	  	  
	
Signature:

	
/s/ Ma Xulun

	  	
Signature:

	
/s/ Christophe Mourey


	  	  	  	  	  
	
Name:

	
Ma Xulun

	  	
Name:

	
Christophe Mourey


	  	  	  	  	  
	
Title:

	
President

	  	
Title:

	

Senior Vice President Contracts 














Witnessed and acknowledged,


 


CHINA EASTERN AVIATION


IMPORT AND EXPORT CORPORATION








	
Signature:

	
/s/ Zhai Daren

	  
	  	  	  
	
Name:

	
Zhai Daren

	  
	  	  	  
	
Title:

	
Chairman

	  







 



	
A320 – CES- 2010

	
Private & Confidential

	  
	

CT1002329 – Issue 2010-10-28



	
SL No5

	
Page 4/4







 






  





 











  






 


SIDE LETTER N°6


 


CHINA EASTERN AIRLINES CORPORATION LIMITED


Hongqiao International Airport,


No. 2550 Hongqiao Road,


Shanghai 200335,


People’s Republic of China







__________________, 2010


 


Subject: Strategic Partnership


 


CHINA EASTERN AIRLINES CORPORATION LIMITED (the “Buyer”) and Airbus S.A.S. (the “Seller”) have entered into an aircraft general terms agreement (“AGTA”) dated June the 15th, 2009 and an A320 family purchase agreement (the “Purchase Agreement”) dated as of even date herewith, which covers the manufacture and the sale by the Seller and the purchase by the Buyer of the Aircraft.


 


The Buyer and the Seller have agreed to set forth in this side letter No.6 (the “Side Letter No6”) certain additional terms and conditions regarding the sale of the Aircraft.


 


Capitalized terms used herein and not otherwise defined in this Side Letter No6 shall have the meanings assigned thereto in the AGTA or in the Purchase Agreement.


 


Both parties agree that this Side Letter No6, upon execution thereof, shall constitute an integral, nonseverable part of said Purchase Agreement and shall be governed by all its provisions; as such provisions have been specifically amended pursuant to this Side Letter No6.


 


If there is any inconsistency between the Purchase Agreement and this Side Letter No6, the latter shall prevail to the extent of such inconsistency.








	
A320 – CES- 2010

	
Private & Confidential

	  
	
CT1002329 – Issue 2010-12

	
SL No6

	
Page 1/4











  





 











  









SIDE LETTER N°6








	
1.

	
Strategic Partner Credit Memorandum







 


***


 



	
2.

	
Sharklets







 


***


 



	
A320 – CES- 2010

	
Private & Confidential

	  
	
CT1002329 – Issue 2010-12

	
SL No6

	
Page 2/4











  





 











  






 


SIDE LETTER N°6


 


***


 



	
3.

	
Assignment







 


Notwithstanding any other provision of this Side Letter No6, the AGTA or the Purchase Agreement, this Side Letter No6 and the rights and obligations of the Buyer herein shall not be assigned or transferred in any manner, and any attempted assignment or transfer in contravention of the provisions of this Clause shall be void and of no force or effect.


 



	
4.

	
Confidentiality







 


This Side Letter No6 (and its existence) or any data exchanged between the Buyer and the Seller for the fulfillment of their respective obligations under this Side Letter No6 shall be treated by both Parties as confidential and shall not be released in whole or in part to any third party except as may be required by law, or to auditors, legal or tax advisors for the purpose of implementation hereof.


 


In particular, both Parties agree:


 



	
  

	
-

	
not to make any press release concerning the whole or any part of the contents and/or subject matter of this Side Letter No6 without the prior written consent of the other Party hereto.







 



	
  

	
-

	
that any and all terms and conditions of the transaction contemplated in this Side Letter No6 are strictly personal and exclusive to the Buyer, (the “Personal Information”). The Buyer therefore agrees to enter into consultations with the Seller reasonably in advance of any required disclosure of Personal Information to financial institutions, including operating lessors, investment banks and their agents or other relevant institutions for aircraft sale and leaseback or any other Aircraft or Predelivery Payment financing purposes (the “Receiving Party”).







 


Without prejudice to the foregoing, any disclosure of Personal Information to a Receiving Party shall be subject to written agreement between the Buyer and the Seller, including in particular, but not limited to:


 



	
  

	
(i)

	
the contact details of the Receiving Party,








	
  

	
(ii)

	
the extent of the Personal Information subject to disclosure,








	
  

	
(iii)

	
the Aircraft pricing to be provided to the Receiving Party.







 


Furthermore, the Buyer shall use its best efforts to limit the disclosure of the contents of this Side Letter No6 to the extent legally permissible in any filing required to be made by the Buyer with any governmental or regulatory agency. The Buyer agrees that prior to any such disclosure or filing, the Seller and the Buyer shall jointly review and agree on the terms and conditions of the document to be filed or disclosed.


 


The provisions of this Clause shall survive any termination of this Side Letter No6 for a period of twelve (12) years after the date of Delivery of the last Aircraft to be delivered under the Purchase Agreement.








	
A320 – CES- 2010

	
Private & Confidential

	  
	
CT1002329 – Issue 2010-12

	
SL No6

	
Page 3/4











  





 











  








SIDE LETTER N°6







If the foregoing correctly sets forth our understanding, please execute three (3) originals in the pace provided below and return one (1) original of this Side Letter No6 to the Seller.


 




	
Agreed and accepted,

	  	
Agreed and accepted,


	  	  	  	  	  
	
For and on behalf of

	  	
For and on behalf of


	  	  	  	  	  
	
CHINA EASTERN AIRLINES

	  	
AIRBUS S.A.S.


	
CORPORATION LIMITED

	  	  	  
	  	  	  	  	  
	
Signature:

	
/s/ Ma Xulun

	  	
Signature:

	
/s/ Christophe Mourey


	  	  	  	  	  
	
Name:

	
Ma Xulun

	  	
Name:

	
Christophe Mourey


	  	  	  	  	  
	
Title:

	
President

	  	
Title:

	

Senior Vice President Contracts 














Witnessed and acknowledged,


 


CHINA EASTERN AVIATION


IMPORT AND EXPORT CORPORATION








	
Signature:

	
/s/ Zhai Daren

	  
	  	  	  
	
Name:

	
Zhai Daren

	  
	  	  	  
	
Title:

	
Chairman

	  







 



	
A320 – CES- 2010

	
Private & Confidential

	  
	
CT1002329 – Issue 2010-12

	
SL No6

	
Page 4/4