Exhibit 4.14
*** 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.
AMENDMENT NO 10
TO THE A320 PURCHASE AGREEMENT
BETWEEN
AIRBUS S.A.S.
as Seller
AND
CHINA EASTERN AIRLINES CORPORATION LTD
as Airline
AND
CHINA EASTERN AVIATION IMPORT AND EXPORT CORPORATION
as Trading Corporation
Both Airline and Trading Corporation as Buyer
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AMENDMENT NO 10
This amendment No. 10 to the A320 Purchase Agreement dated as of March 26, 2002
is made as of the 26th day of JUNE 2006.
BETWEEN
AIRBUS S.A.S., a societe par actions simplifiee, legal successor of Airbus
S.N.S., formerly known as Airbus G.I.E created and existing under French law
and registered with the Toulouse Registre du Commerce under number RCS Toulouse
383 474 814 and having its registered office at
1 Rond-Point ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
31707 BLAGNAC Cedex
FRANCE
(hereinafter referred to as "the Seller") of the one part,
CHINA EASTERN AIRLINES CORPORATION, LIMITED, having its principal office at :
Pudong International Airport
SHANGHAI 201202
PEOPLE'S REPUBLIC OF CHINA
(hereinafter referred to as the "Airline") of the other part
AND
CHINA EASTERN AVIATION IMPORT AND EXPORT CORPORATION, having its principal
office at :
Pudong International Airport
SHANGHAI 201202
PEOPLE'S REPUBLIC OF CHINA
(hereinafter referred to as the "Trading Corporation", the Airline and the
Trading Corporation hereinafter referred to jointly and severally as the
"Buyer").
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WHEREAS
- The parties hereto have signed on the 26th day of March 2002 an A320
Purchase Agreement called hereinafter together with its Exhibits and Letter
Agreements (the "Agreement") for the sale of a certain number of A320,
collectively referred to as the "Aircraft".
- The parties hereto have signed on the 27th day of June 2002 an Amendment
No. 1 to the Agreement to modify certain terms of Letter Agreement No. 6 to
the Agreement.
- The parties hereto have signed on the 13th day of November 2002 an
Amendment No. 2 to the Agreement to modify certain terms of Letter
Agreement No. 6 to the Agreement.
- The parties hereto have signed on the 29th day of May 2003 an Amendment No.
3 to the Agreement to modify the delivery schedule of the Aircraft.
- The parties hereto have signed on the 29th day of August 2003 an Amendment
No. 4 to the Agreement to modify the delivery schedule of the Aircraft.
- The parties hereto have signed on the 29th day of September 2003 an
Amendment No. 5 to the Agreement to reflect the purchase by the Buyer of
four (4) A321-200 model aircraft.
- The parties hereto have initialled on the 03rd day of September 2004 an
Amendment No. 6 to the Agreement for the purchase by the Buyer of three (3)
A319-100 model aircraft. This Amendment No. 6 has been cancelled.
- The parties hereto have signed on the 14th day of October 2004 an Amendment
No. 7 to the Agreement to modify the delivery schedule of the Aircraft.
- The parties hereto have signed on the 16th day of March 2005 an Amendment
No. 8 to the Agreement to reflect the purchase by the buyer of five (5)
A319-100 model aircraft.
- The parties hereto have signed on the 21st day of April 2005 an Amendment
No. 9 to the Agreement to reflect the purchase by the Buyer of four (4)
A320-200 model aircraft and eleven (11) A321-200 model aircraft.
- On the 5th day of November 2005, the Seller and China Aviation Supplies
Import and Export Corporation ("CASC") have entered into a General Term
Agreement ("GTA") for the sale and purchase of one hundred fifty (150) A320
family aircraft (the "One Hundred Fifty Aircraft"). As part of the One
Hundred Fifty Aircraft, thirty (30) A320 family aircraft (the "Thirty
Aircraft") have been allocated to the Buyer.
- Now the Buyer wishes and the Seller agrees to enter into an amendment No.
10 (the "Amendment") to cover the basic terms and conditions for the
purchase by the Buyer of such Thirty Aircraft. The Thirty Aircraft are
composed of ten (10) A319-100 model aircraft (the "A319 Aircraft") and
twenty (20) A320-200 model aircraft (the "A320 Aircraft").
- The Buyer and the Seller agree that the terms and conditions of the sale
and purchase of the Thirty Aircraft shall be the same as those applying to
the Aircraft as specified in the Agreement except as set forth to the
contrary in this Amendment. Exhibit C to the Agreement, Letter Agreement
No. 1, Letter Agreement No. 2, Letter Agreement No. 3, Letter Agreement No.
4, Letter Agreement No. 5, and Letter Agreement No. 6 to the Agreement
shall not apply to the Thirty Aircraft.
- Except as provided herein in the Amendment, upon signature of this
Amendment the
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A319 Aircraft and the A320 Aircraft shall be deemed Aircraft.
Capitalized terms used herein and not otherwise defined in this Amendment
shall have the meanings assigned thereto in the Agreement.
NOW THEREFORE IT IS AGREED AS FOLLOWS:
1. GENERAL
The following paragraphs will define the specific amendments to the
Agreement which will apply only to the Thirty Aircraft to be delivered to
the Buyer.
2. THIRTY AIRCRAFT SPECIFICATION
2.1 SPECIFICATION
The parties agree that, with respect to the Thirty Aircraft, sub-Clause
2.1.1 of the Agrement shall be deleted in its entirety and replaced by the
following:
QUOTE
2.1.1 SPECIFICATION
The Airframe shall be manufactured in accordance with the Standard
Specification, as modified or varied prior to the date of this Agreement by
the Specification Change Notices.
AIRCRAFT TYPE SPECIFICATION DOCUMENT NO MTOW MLW MZFW
------------- ------------------------- ---- --- ----
A319 AIRCRAFT J.000.01000, issue 5 *** *** ***
dated January 31, 2005
A320 AIRCRAFT D.000.02000, issue 6 *** *** ***
dated January 31, 2005
UNQUOTE
2.2 PROPULSION SYSTEMS
The parties agree that, with respect to the Thirty Aircraft, sub-Clause 2.2
of the Agreement shall be deleted in its entirety and replaced by the
following
QUOTE
***
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FCM IAE
--- ---
A319 AIRCRAFT *** ***
A320 AIRCRAFT *** ***
UNQUOTE
3. PRICES
The parties agree that, with respect to the Thirty Aircraft, Clause 3 of
the Agreement shall be deleted in its entirety and replaced by the
following:
QUOTE
3.1 A319 AIRCRAFT BASIC PRICE
3.1.1 The Airframe Basic Price is the sum of:
(i) the Basic Price of the Airframe corresponding to the Standard
Specification including Nacelles and Thrust Reversers, and excluding
Buyer Furnished Equipment, which is:
***
(ii) the budget sum of the basic prices of all SCNs which is:
***
3.1.2 The Airframe Basic Price has been established in accordance with the
average economic conditions prevailing in *** and shall be subject
to revision up to the Aircraft delivery date in accordance with the
Airframe Price Revision Formula set forth in Appendix 1 to this
Amendment.
3.1.3 A319 Aircraft Propulsion Systems Basic Price
3.1.3.1 CFM INTERNATIONAL Propulsion Systems
The Basic Price of a set of two (2) CFM INTERNATIONAL CFM56-5B5/P
Engines is:
***
at economic conditions prevailing for a theoretical delivery in ***.
Such Basic Price has been computed from the Reference Price of: USD
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***
3.1.3.2 INTERNATIONAL AERO ENGINES Propulsion Systems
The Basic Price for a set of two (2) INTERNATIONAL AERO ENGINES
V2522-A5 Engines including standard equipment is:
***
at economic conditions prevailing for a theoretical delivery in
***.
Such Basic Price has been computed from the Reference Price of:
*** INTERNATIONAL AERO ENGINES Price Revision Formula set forth
in Appendix 2 to this Amendment.
3.2 A320 AIRCRAFT BASIC PRICE
3.2.1 The Airframe Basic Price is the sum of:
(i) the Basic Price of the Airframe corresponding to the Standard
Specification including Nacelles and Thrust Reversers, and
excluding Buyer Furnished Equipment, which is:
***
(ii) the budget sum of the basic prices of all SCNs which is:
***
3.2.2 The Airframe Basic Price has been established in accordance with
the average economic conditions prevailing in *** and shall be
subject to revision up to the Aircraft delivery date in
accordance with the Airframe Price Revision Formula set forth in
Appendix 1 to this Amendment.
3.2.3 A320 Aircraft Propulsion Systems Basic Price
3.2.3.1 CFM INTERNATIONAL Propulsion Systems
The Basic Price of a set of two (2) CFM INTERNATIONAL CFM56-5B4/P
Engines is:
***
A320 F - CES - Amdt.10 - 05/06
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***
at economic conditions prevailing for a theoretical delivery in ***
Such Basic Price has been computed from the Reference Price of:
*** and shall be subject to revision up to the Aircraft delivery date
in accordance with the CFM INTERNATIONAL Price Revision Formula set
forth in Exhibit C Part 2 of the Agreement.
3.2.3.2 INTERNATIONAL AERO ENGINES Propulsion Systems
The Basic price for a set of two (2) INTERNATIONAL AERO ENGINES
V2527-A5 Engines including standard equipment is:
***
at economic conditions prevailing for a theoretical delivery in
January 2005.
Such Basic Price has been computed from the Reference Price of:
*** INTERNATIONAL AERO ENGINES Price Revision Formula set forth in
Appendix 2 to this Amendment.
3.4 FINAL PRICE
The Final Price of each Aircraft shall be the sum of:
(i) the Airframe Basic Price as revised as of the Delivery Date in
accordance with Appendix 1 to the Amendment; plus
(ii) the aggregate of all increases or decreases to the Airframe
Basic Price as agreed in any Specification Change Notice or part
thereof applicable to the Airframe subsequent to the date of
this Amendment as revised as of the Delivery Date in accordance
with Appendix 1 to the Amendment; plus
(iii) the Propulsion Systems Reference Price as revised as of the
Delivery Date in accordance with respectively Exhibit C Part 2
of the Agreement for CFM engines and Appendix 2 to the Amendment
for IAE engines; plus
(iv) the aggregate of all increases or decreases to the Propulsion
Systems Reference Price as agreed in any Specification Change
Notice or part thereof applicable to the Propulsion Systems
subsequent to the date of this Amendment as revised as of the
Delivery Date in accordance with respectively Exhibit C Part 2
of the Agreement for CFM engines and Appendix 2 to the Amendment
for IAE engines; plus
(v) any other amount due by the Buyer to the Seller pursuant to this
Amendment and/or any other written agreement between the Buyer
and the Seller with respect to the Aircraft.
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UNQUOTE
4. PREDELIVERY PAYMENTS
The parties agree that, with respect to the Thirty Aircraft, sub-Clauses
5.3.1 and 5.3.2 of the Agreement shall be deleted in their entirety and
replaced by the following:
QUOTE
5.3.1
The Buyer shall pay Predelivery Payments to the Seller calculated on the
predelivery payment reference price of each Aircraft. The predelivery
payment reference price is determined by the following formula:
***
Where:
***
5.3.2 Such Predelivery Payments shall be made in accordance with the
following schedule:
Payment date Percentage of the
Predelivery Payment
Reference Price
*** ***
-----------------------------------------
Total predelivery payment prior
to Aircraft delivery............ ***
***
UNQUOTE
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5. DELIVERY DATES
The parties agree that, with respect to the Thirty Aircraft, sub-Clause 9.1
of the Agreement shall be deleted in its entirety and replaced by the
following:
QUOTE
9.1 DELIVERY SCHEDULE
9.1.1 Subject to Clauses 2, 7, 8, 10 and 18, the Seller shall have the
Thirty Aircraft Ready for Delivery at the Delivery Location
within the following months:
*** 1 ***
*** 2 ***
*** 3 ***
*** 4 ***
*** 5 ***
*** 6 ***
*** 7 ***
*** 8 ***
*** 9 ***
*** 10 ***
*** 1 ***
*** 2 ***
*** 3 ***
*** 4 ***
*** 5 ***
*** 6 ***
*** 7 ***
*** 8 ***
*** 9 ***
*** 10 ***
*** 11 ***
*** 12 ***
*** 13 ***
*** 14 ***
*** 15 ***
*** 16 ***
*** 17 ***
*** 18 ***
*** 19 ***
*** 20 ***
*** 30 ***
Each of such months shall be, with respect to the corresponding Thirty
Aircraft, the "SCHEDULED DELIVERY MONTH".
UNQUOTE
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6. SPECIAL CONDITIONS
***
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***
6.6 REVISION OF THE CREDIT MEMORANDA
All the above Credit Memoranda are expressed *** conditions and shall be
subject to revision up to the Aircraft delivery date in accordance with the
Airbus Price Revision formula set forth in Appendix 1 of this Amendment.
6.6 ***
7. CUSTOMER SUPPORT
7.1 ***
7.2 ***
7.3 CLARIFICATION
The RCSM and training allowances defined in Paragraphs 7.1 and 7.2 of this
Amendment shall replace the allowances defined respectively in Appendix A
to Clause 15 and Appendix A to Clause 16 of the Agreement.
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8. PRICE ADJUSTMENT LIMITATION
With reference to the Airframe Price Revision Formula set forth in Appendix
1 to this Amendment and based on each of the Thirty Aircraft delivery date
the ***.
***
This price adjustment protection shall apply to all items, which are
subject to the Airframe Price Revision Formula. For the avoidance of doubt,
this price adjustment protection shall also apply to the Thirty Aircraft
Special Conditions (which are subject to escalation) as listed in Paragraph
6 of this Amendment.
9. PERFORMANCE GUARANTEES
For the A319 Aircraft, standard Performance Guarantees are provided in
Appendix 3 to this Amendment for CFM INTERNATIONAL CFM56-5B5/P engines and
INTERNATIONAL AERO ENGINE IAE V2522-A5 engines.
For the A320 Aircraft, standard Performance Guarantees are provided in
Appendix 4 to this Amendment for CFM INTERNATIONAL CFM56-5B4/P engines and
INTERNATIONAL AERO ENGINE IAE V2527-A5 engines.
10. EXPORT CREDIT FINANCING
The parties agree that, with respect to the Thirty Aircraft, Letter
Agreement 4 to the Agreement shall be deleted in its entirety and replaced
by Letter Agreement 1 to this Amendment.
11. MISCELLANEOUS
11.1 Notwithstanding the terms and conditions of Clause 12.1.3 of the Agreement,
the parties agree that, with respect to the Thirty Aircraft Clause 12.1.3
of the Agreement shall be deleted in its entirety and replaced by the
following:
QUOTE
12.1.3 WARRANTY PERIOD
The warranties contained in Clauses 12.1.1 and 12.1.2 of the
Agreement shall be limited to those defects which become apparent
within *** Delivery of the affect Aircraft ("WARRANTY PERIOD").
UNQUOTE
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11.2 Notwithstanding the terms and conditions of Clause 12.2.2 and Clause
12.2.3 of the Agreement, the parties agree that, with respect to the
Fifteen Aircraft, Clause 12.2.2 and Clause 12.2.3 of the Agreement shall
be deleted in their entirety and replaced by the following:
QUOTE
12.2.2 PERIODS AND SELLER'S UNDERTAKINGS
***
12.2.2.1 ***
12.2.2.2 replace such Item.
12.2.3 SELLER'S PARTICIPATION IN THE COSTS
Any part or Item which the Seller is required to furnish to the
Buyer under this Service Life Policy in connection with the
correction or replacement of an Item shall be furnished to the
Buyer with the Seller's financial participation determined in
accordance with the following formula:
***
Where
***
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which ever of the foregoing sub-clauses (i), (ii) or (iii) yields the
lowest ratio of: ***
UNQUOTE
11.3 Clause 9 Delivery
The parties agree that with respect to the Thirty Aircraft, Clause 3 of
Letter Agreement No. 7 to the Agreement shall be deleted in its entirety
and replaced by the following:
QUOTE
The parties agree to delete sub-clause 9.3.2 in its entirety and replace it
with the following
QUOTE
***
UNQUOTE
UNQUOTE
12. AMENDMENT ENTRY-INTO-EFFECT
Until receipt of the Predelivery Payments the delivery positions for the
Thirty Aircraft shall remain subject to prior sale or other disposition by
the Seller.
13. PROVISION OF THE AMENDMENT
The provisions of the Agreement, its Exhibits, its Letter Agreement shall
apply to the sale and delivery of the Aircraft herein defined except
insofar as they may be expressly modified by the provisions of this
Amendment.
The Agreement 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 Agreement and this Amendment, the
latter shall prevail to the extent of such inconsistency.
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IN WITNESS WHEREOF, this Amendment No. 10 was entered into the day and year
above written.
For and on behalf of: For and on behalf of:
CHINA EASTERN AIRLINES AIRBUS S.A.S.
CORPORATION LIMITED
By: /s/ ▇▇▇ ▇▇▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
--------------------------- --------------------------------
Its: Its: ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
------------ --------------------------------
Senior Vice President Contracts
CHINA EASTERN AVIATION IMPORT
AND EXPORT CORPORATION
By: /s/ ▇▇▇ ▇▇▇▇▇▇
---------------------------
Its:
----------
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APPENDIX 1
AIRBUS PRICE REVISION FORMULA
1.1 BASIC PRICES
The Basic Prices defined in the Amendment are subject to adjustment for
changes in economic conditions as measured by data obtained from the US
Department of Labor, Bureau of Labor Statistics and in accordance with the
provisions hereof.
1.2 BASE PERIOD
The Basic Prices have been established in accordance with the average
economic conditions prevailing in December 2003, January 2004, February
2004 and corresponding to a theoretical delivery in January 2005 as
defined by "ECIb" and "ICb" index values indicated hereafter.
"ECIb" and "ICb" index values indicated hereof shall not be subject to any
revision.
1.3 INDEXES
Labor Index: "Employment Cost Index for Workers in Aerospace
manufacturing" hereinafter referred to as "ECI SIC 3721W", quarterly
published by the US Department of Labor, Bureau of Labor Statistics, in
"NEWS", and found in: Table 6, "WAGES and SALARIES (not seasonally
adjusted): Employment Cost Indexes for Wages and Salaries for private
industry workers by industry and occupational group", or such other name
that may be from time to time used for the publication title and/or table,
(Aircraft manufacturing, standard industrial classification code SIC 3721,
base month and year June 1989 = 100).
The quarterly value released for a certain month (March, June, September
and December) shall be the one deemed to apply for the two (2) preceding
months.
Index code for access on the Web site of the US Bureau of Labor
Statistics: ECU28102.
Material Index: "Industrial Commodities" (hereinafter referred to as "IC")
as published in "PPI Detailed report" (found in Table 6, "Producer price
indexes and percent changes for commodity groupings and individual items
not seasonally adjusted" or such other names that may be from time to time
used for the publication title and/or table), (Base Year 1982 = 100).
Index code for access on the Web site of the US Bureau of Labor
Statistics: WPU03THRU15.
REVISION FORMULA
***
Where:
***
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* * *
1.5 General Provisions
1.5.1 Rounding
The Labor Index average and the Materiel Index average shall be computed
to the first decimal. If the next succeeding place is *** , the
preceding decimal place shall be raised to the next higher figure.
Each quotient shall be rounded to the nearest *** . If the next
succeeding place is *** more, the preceding decimal place shall be
raised to the next higher figure.
The final factor shall be rounded to the nearest *** .
The final price shall be rounded to the nearest *** .
1.5.2 Substitution of Indexes
In the event that:
(i) the U.S. Department of Labor substantially revises the methodology
of calculation of the Labor of the Materiel Index as used in this
Aircraft Price Revision Formula, or
(ii) the U.S. Department of Labor discontinues, either temporarily or
permanently, such Labor and Materiel Index, or
(iii) the data samples used to calculate such Labor and Materiel Index
are substantially changed,
The Seller shall select a substitute index for inclusion in the Aircraft
Price Revision Formula (the "SUBSTITUTE INDEX").
The Substitute Index shall reflect as closely as possible the actual
variance of the labor costs or of the materiel costs, used in the
calculation of the original Labor or Material Index, (as the case
may be).
As a result of this selection of the Substitute Index, the Seller shall
make an appropriate adjustment to this Aircraft Price Revision Formula,
to combine the successive utilization of the original Labor or Material
Index (as the case may be) and of the Substitute Index.
1.5.3 Final Index Values
The index values as defined in Clause 1.4. hereof shall be considered
final and no further adjustment to the basic prices as revised at
delivery of the Aircraft shall be made after Aircraft delivery for any
subsequent changes in the published index values.
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APPENDIX 2
INTERNATIONAL AERO ENGINES PRICE REVISION FORMULA
1 ENGINES REFERENCE PRICE
The Reference Price for a set of two (2) INTERNATIONAL AERO ENGINES V2500
series Engine is:
***
This Reference Price applies to the Engine type as specified in the
Amendment.
This Reference Price is subject to adjustment for changes in economic
conditions as measured by data obtained from the US Department of Labor,
Bureau of Labor Statistics, and in accordance with the provisions hereof.
2 REFERENCE PERIOD
The above Reference Price has been established in accordance with the
averaged economic conditions prevailing in *** as defined,
according to INTERNATIONAL AERO ENGINES by the EClb and ICb, index values
indicated in Clause 4 hereof.
INDEXES
Labor Index: "Employment Cost Index for Workers in Aerospace
manufacturing" hereinafter referred to as "EClsic3721W", quarterly
published by the US Department of Labor, Bureau of Labor Statistics, in
"NEWS", and found in: Table 6, "WAGES and SALARIES (not seasonally
adjusted): Employment Cost Indexes for Wages and Salaries for private
industry workers by industry and occupational group", or such other name
that may be from time to time used for the publication title and/or table,
(Aircraft manufacturing, standard industrial classification code SIC 3721,
base month and year June 1989 = 100.)
The quarterly value released for a certain month (March, June, September
and December) shall be the one deemed to apply for the two preceding
months. Index code for access on the Web site of the US Bureau of Labor
Statistics: ECU281 02i.
Materiel Index: "Industrial commodities" (hereinafter referred to as "IC")
as published in "Producer Price Indexes detailed report" (found in Table
6. "Producer Price Indexes and percent changes for commodity groupings and
individual items not seasonally adjusted" or such other names that may be
from time to time used for the publication title and/or table). (Base Year
1982 = 100).
Index code for access on the Web site of the US Bureau of Labor
Statistics: WPU03THRU15
4 REVISION FORMULA
***
***
5 General Provisions
5.1 Roundings
(i) ECIn and ICn shall be calculated to the nearest ***
(ii) Each quotient (ECIn/ECIb and ICn/ICb) shall be calculated to the
nearest ***
(iii) The final factor shall be rounded to the nearest ***
If the next succeeding place is *** more the preceding decimal place shall
be raised to the nearest higher figure.
After final computation Pn shall be rounded to the nearest ***
5.2 Final Index Values
The revised Reference Price at the date of Aircraft delivery shall be the
final price and shall not be subject to any further adjustments in the
indexes.
If no final index values are available for any of the applicable month,
the then published preliminary figures shall be the basis on which the
Revised Reference Price shall be computed.
5.3 Interruption of Index Publication
If the US Department of Labor substantially revises the methodology of
calculation or discontinues any of these indexes referred to hereabove,
the Seller shall reflect the substitute for the revised or discontinued
index selected by INTERNATIONAL AERO ENGINES, such substitute index to
lead in application to the same adjustment result, insofar as possible, as
would have been achieved by continuing the use of the original index as it
may have fluctuated had it not been revised or discontinued. Appropriate
revision of the formula shall be made to accomplish this result.
5.4 Annulment of Formula
Should the above escalation provisions become null and void by action of
the US Government, the Reference Price shall be adjusted due to increases
in the costs of labor and material which have occurred from the period
represented by the applicable Reference Price indexes to *** prior to the
scheduled Aircraft delivery.
5.5 Limitation
Should the revised Reference Price be lower than the Reference Price, the
final price shall be computed with the Reference Price.
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APPENDIX 3
A319 PERFORMANCE GUARANTEES (IAGE AND CFMI)
1 A319 AIRCRAFT CONFIGURATION
The guarantees defined below (the "Guarantees") are applicable to the A319
Aircraft as described in the Standard Specification Ref. J 000 01000 Issue
*** equipped with
a) ***
b) ***
without taking into account any further changes thereto as provided in the
Agreement (the "Specification" for the purposes of this Appendix).
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+15oC 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, as 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 safety
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 A319 Aircraft gross weight of
*** 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: * * *
3 MANUFACTURER'S WEIGHT EMPTY
The Seller guarantees a Manufacturer's Weights Empty as below:
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A319-100 CFM56-5B5/P ***
A319-100 V2522-A5
These are the Manufacturer's Weights Empty of the A319 Aircraft as
defined in Section 13-10.00.00 of the Standard Specifications amended
by the SCN's defined in paragraph 1 of this Appendix and are subject
to adjustment as defined in paragraph 6.2.
4 GUARANTEE CONDITIONS
4.1 The performance certification requirements for the A319 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 A319 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 ***. Cruise performance assume a centre of gravity
position ***.
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.
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 or e (or more, at the Seller's
discretion) A319-100 aircraft of the same aerodynamic configuration as
the A319 Aircraft purchased by the Buyer and incorporated in the
In-Flight Performance Program and data bases ("the IFP") appropriate
to the A319 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.
A320 F - CES - Amdt.10 - 05/06
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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 deliver of each of the Buyer's A319 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 A319 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 A319 Aircraft as described in paragraph 1 of
this Appendix 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 A319 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
Should any Aircraft fail to meet any of the Guarantees contained in the
Appendix, the Seller will use its reasonable endeavours to correct the
deficiency to comply with the subject guarantee.
8.1 * * *
8.2.1 * * *
8.2.2 * * *
8.3 * * *
8.4 * * *
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***
9. ASSIGNMENT
Notwithstanding any other provision of this Appendix, this Appendix 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 Appendix (and its existence) shall be treated by both parties as
confidential and shall not be released (or revealed) in whole or in part
to any third party without the prior consent of the other party. In
particular, each party agrees not to make any press release concerning the
whole or any part of the contents and/or subject matter hereof or of any
future addendum hereto without the prior consent of the other party.
A320 F - CES - Amdt.10 - 05/06
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APPENDIX 4
A320 PERFORMANCE GUARANTEES (IAE and CFMI)
1 AIRCRAFT CONFIGURATION
The guarantees defined below (the "Guarantees") are applicable to the A320
Aircraft as described in the Standard Specification Ref. D 000 02000 issue
6 dated 31st January 2005 equipped with:
a) ***
b) ***
without taking into account any further changes thereto as provided in the
Agreement (the "Specification" for the purposes of this Appendix).
2 GUARANTEED PERFORMANCE
2.1 Take-off Field Length
The JAR take-off field length at an A320 Aircraft gross weight of *** at
the start of Take-Off Distance Available (TODA) at Sea Level pressure
altitude in ISA+15C conditions shall not be more than a guaranteed
value of:
a) for CFM: ***
b) for IAE: ***
2.2 Second Segment Climb
The A320 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 safety 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 A320 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 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: ***
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3. MANUFACTURER'S WEIGHT EMPTY
The Seller guarantees a Manufacturer's Weights Empty as below:
A320-200 CFM56-5B4/P ***
A320-200 V2527-A5 ***
These are the Manufacturer's Weights Empty of the A320 Aircraft as
defined in Section 13-10.00.00 of the Standard Specifications amended
by the SCN's defined in paragraph 1 of this Appendix and are subject
to adjustment as defined in paragraph 6.2.
4 GUARANTEE CONDITIONS
4.1 The performance certification requirements for the A320 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 A320 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
*** per lb. Cruise performance assume a centre of gravity position of
***.
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.
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 A320 Aircraft purchased by the Buyer and incorporated in the
In-Flight Performance Program and data bases ("the IFP") appropriate
to the A320 Aircraft.
5.4 Compliance with the Manufacturer's Weight Empty guarantees defined in
Paragraph 3 shall be
A320 F - CES - Amdt.10 - 05/06
CC-C No 337.0031/05 Page 25/27
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 A320 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 A320 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 A320 Aircraft as described in paragraph 1
of this Appendix 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 A320 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
Should any A320 Aircraft fail to meet any of the Guarantees contained
in this Appendix, the Seller will use its reasonable endeavours to
correct the deficiency to comply with the subject guarantee.
8.1 ***
8.2.1 ***
8.2.2 ***
8.3 ***
A320 F - CES - Amdt.10 - 05/06
CC-C No 337.0031/05 Page 26/27
8.4 ***
9. ASSIGNMENT
Notwithstanding any other provision of this Appendix, this Appendix 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 Appendix (and its existence) shall be treated by both parties as
confidential and shall not be released (or revealed) in whole or in part to
any third party without the prior consent of the other party. In
particular, each party agrees not to make any press release concerning the
whole or any part of the contents and/or subject matter hereof or of any
future addendum hereto without the prior consent of the other party.
A320 F - CES - Amdt.10 - 05/06
CC-C No 337.0031/05 Page 27/27
LETTER AGREEMENT No 1
---------------------
CHINA EASTERN AIRLINES CORPORATION LIMITED
Pudong International Airport
Shanghai 201202
People's Republic of China
Subject ***
-------
CHINA EASTERN AIRLINES LIMITED (the "Buyer") and Airbus S.A.S. (the "Seller")
have entered into an Amendment No. 10 to the Agreement ("the Amendment") dated
as of even date herewith which covers the manufacture and the sale by the
Seller and the purchase by the Buyer of the Thirty Aircraft.
Capitalized terms used herein and not otherwise defined in this Letter
Agreement shall have the meanings assigned thereto in the Amendment.
Both parties agree that this Letter Agreement, upon execution thereof, shall
constitute an integral, nonseverable part of said Amendment and shall be
governed by all its provisions, as such provisions have been specifically
amended pursuant to this Letter Agreement.
***
A320 F - CES - Amdt.10 - LA 1
CC-C No 337.0031/05
Page 1/5
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
Letter Agreement to the Seller.
For and on behalf of: For and on behalf of:
CHINA EASTERN AIRLINES AIRBUS S.A.S.
CORPORATION LIMITED
By: /s/ ▇▇▇ ▇▇▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
--------------------------- -------------------------------
Its: Its: ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
------------ Senior Vice President Contracts
CHINA EASTERN AVIATION IMPORT
AND EXPORT CORPORATION
By: /s/ ▇▇▇ ▇▇▇▇▇▇
---------------------------
Its:
-----------
A320 F - CES - Amdt.10 - LA 1
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Page 2/5
APPENDIX A
1. GENERAL TERMS AND CONDITIONS
----------------------------
Unless otherwise stated or decided by the Export Credit Agencies at their
sole discretion, the following general terms and conditions shall apply to
the facility.
1.1 Purpose and Amount
------------------
***
1.2 ***
***
1.3 Drawdowns and Payment to the Seller
-----------------------------------
***
i) ***
ii) ***
Notwithstanding any decision by the Buyer to draw down the Facility in a
currency or currencies other than USD, the Seller shall receive, at
delivery of the relevant Aircraft, the Final Price in the currency stated
in the Agreement.
A320 F - CES - Amdt.10 - LA 1
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Page 3/5
1.4 Term Repayment of Principal
---------------------------
The term of the Facility shall not exceed twelve (12) years.
***
1.5 Interest
--------
***
1.6 Expenses and Taxes
------------------
***
1.7 ***
A320 F - CES - Amdt.10 - LA 1
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Page 4/5
1.8 ***
***
2. FURTHER TERMS AND CONDITIONS
----------------------------
***
2.1 ***
***
2.2 ***
A320 F - CES - Amdt.10 - LA 1
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Page 5/5
LETTER AGREEMENT No 2
CHINA EASTERN
AIRLINES CORPORATION LIMITED
Pudong International Airport
Shanghai 201202
People's Republic of China
Subject: CONVERSION RIGHTS
***
A319/A320 - CES - Amdt.10 - LA 2
CC-C 337.0031/05 Page 1/6
LETTER AGREEMENT No 2
***
A319/A320 - CES - Amdt.10 - LA 2
CC-C 337.0031/05 Page 2/6
LETTER AGREEMENT No 2
***
A319/A320 - CES - Amdt.10 - LA 2
CC-C 337.0031/05 Page 3/6
LETTER AGREEMENT No 2
***
A319/A320 - CES - Amdt.10 - LA 2
CC-C 337.0031/05 Page 4/6
LETTER AGREEMENT No 2
***
A319/A320 - CES - Amdt.10 - LA 2
CC-C 337.0031/05 Page 5/6
LETTER AGREEMENT No. 2
If the foregoing correctly sets forth our understanding, please execute two (2)
originals in the space provided below and return one (1) original of this Letter
Agreement to the Seller.
Agreed and Accepted Agreed and Accepted
For and on behalf of: For and on behalf of:
CHINA EASTERN AIRLINES AIRBUS SAS
CORPORATION LIMITED
Name: /s/ ▇▇▇ ▇▇▇▇▇▇▇▇ Name: /s/ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
--------------------------- -------------------------------
Title: Title: ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
------------ -------------------------------
Senior Vice President Contracts
For and on behalf of:
CHINA EASTERN AVIATION IMPORT
AND EXPORT CORPORATION
Name: /s/ ▇▇▇ ▇▇▇▇▇▇
---------------------------
Title:
-----------
A319/A320 - CES - Amdt.10 - LA 2
CC-C No 337.0031/05 Page 6/6
LETTER AGREEMENT No 3
CHINA EASTERN AIRLINES CORPORATION, LIMITED
Pudong International Airport
Shanghai 201202
People's Republic of China
Subject: MISCELLANEOUS
***
A319/A320 - CES - Amdt.10 - LA 3
CC-C 337.0031/05 Page 1/3
LETTER AGREEMENT No 3
1. High Altitude Operation
The Buyer has indicated that it may wish to operate all ten (10) A319
Aircraft into high altitude airports (Tibet). ***
(i) a design weight increase to ***
2. ***
3. ***
A319/A320 - CES - Amdt.10 - LA 3
CC-C 337.0031/05 Page 2/3
LETTER AGREEMENT No. 3
***
If the foregoing correctly sets forth our understanding, please execute two (2)
originals in the space provided below and return one (1) original of this Letter
Agreement to the Seller.
Agreed and Accepted Agreed and Accepted
For and on behalf of: For and on behalf of:
CHINA EASTERN AIRLINES AIRBUS SAS
CORPORATION LIMITED
Name: /s/ ▇▇▇ ▇▇▇▇▇▇▇▇ Name: /s/ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
--------------------------- -------------------------------
Title: Title: ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
------------ -------------------------------
Senior Vice President Contracts
For and on behalf of:
CHINA EASTERN AVIATION IMPORT
AND EXPORT CORPORATION
Name: /s/ ▇▇▇ ▇▇▇▇▇▇
---------------------------
Title:
-----------
A319/A320 - CES - Amdt.10 - LA 3
CC-C No 337.0031/05 Page 3/3
CHINA EASTERN AIRLINES CORPORATION, LIMITED
Pudong International Airport
Shanghai 201202
People's Republic of China
Subject: SHAREHOLDERS APPROVAL
CHINA EASTERN AIRLINES CORPORATION LIMITED (the "Buyer") and Airbus S.A.S. (the
"Seller") have entered into an Amendment No. 10 to the Agreement ("the
Amendment") dated as of even date herewith which covers the manufacture and the
sale by the Seller and the purchase by the Buyer of the Thirty Aircraft.
Capitalized terms used herein and not otherwise defined in this Side Letter
shall have the meanings assigned thereto in the Amendment.
Both parties agree that this Side Letter, upon execution thereof, shall
constitute an integral, nonseverable part of said Amendment and shall be
governed by all its provisions, as such provisions have been specifically
amended pursuant to this Side Letter.
Now, with respect to the Aircraft, the Buyer and the Seller agree the following:
1) ***
2) ***
3) ***
4) ***
A319/A320 - CES - Amdt.10
CC-C 337.0031/05 Side Letter 1 - Page 1/2
SIDE LETTER No. 1
If the foregoing correctly sets forth our understanding, please execute two (2)
originals in the space provided below and return one (1) original of this Letter
Agreement to the Seller.
Agreed and Accepted Agreed and Accepted
For and on behalf of: For and on behalf of:
CHINA EASTERN AIRLINES AIRBUS SAS
CORPORATION LIMITED
Name: /s/ ▇▇▇ ▇▇▇▇▇▇▇▇ Name: /s/ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
--------------------------- -------------------------------
Title: Title: ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
------------ -------------------------------
Senior Vice President Contracts
For and on behalf of:
CHINA EASTERN AVIATION IMPORT
AND EXPORT CORPORATION
Name: /s/ ▇▇▇ ▇▇▇▇▇▇
---------------------------
Title:
-----------
A319/A320 - CES - Amdt.10
CC-C No 337.0031/05 Page 2/2
SIDE LETTER NO. 1
If the foregoing correctly sets forth our understanding, please execute two (2)
originals in the space provided below and return one (1) original of this
Letter Agreement to the Seller.
Agreed and Accepted Agreed and Accepted
For and on behalf of For and on behalf of
CHINA EASTERN AIRLINES AIRBUS SAS
CORPORATION LIMITED
Name: /s/ ▇▇▇ ▇▇▇▇▇▇▇▇ Name: /s/ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
-------------------------- ---------------------------------
Title: Title: Senior Vice President Contracts
-------------------------- --------------------------------
For and on behalf of
CHINA EASTERN AVIATION IMPORT
AND EXPORT CORPORATION
Name: /s/ ▇▇▇ ▇▇▇▇▇▇
---------------------------
Title:
---------------------------
Side Letter 1 - Page 2/2