Contract
Exhibit
4.18
***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")
Private &
Confidential
Page
1/32
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) XXX 0000
|
13
|
LAW
AND JURISDICTION
|
14
|
COUNTERPARTS
|
Page
2/32
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
|
G
|
TECHNICAL
DATA
INDEX
|
Page
3/32
PURCHASE
AGREEMENT
This A320
family aircraft purchase agreement (the "Agreement") is made as of
15 June,
2009
Between:
AIRBUS S.A.S., a société par actions simplifiée,
created and existing under French law having its registered
office at 0 Xxxx-Xxxxx Xxxxxxx Xxxxxxxx, 00000 Xxxxxxx-Xxxxx, Xxxxxx
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 "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 Agreement,
but is acknowledging and witnessing its execution by countersigning
the last page.
WHEREAS
A.
|
The
Seller and the Buyer have signed on 15 June, 2009
an aircraft general terms agreement (reference CSC 0800.890)
(thereinafter referred to as the "AGTA") which constitutes
an integral part of this Agreement.
|
B.
|
Subject
to the terms and conditions of this 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.
|
NOW
THEREFORE IT IS AGREED AS FOLLOWS:
Page
4/32
0.
|
SUPPLEMENTARY
DEFINITIONS
|
0.1
|
In addition to the
words and the terms elsewhere defined in this Agreement,
the initially capitalised words and terms used in this
Agreement shall have the meaning set out
below.
|
0.2
|
Capitalised words
and terms used in this 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
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
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
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.
|
Page
5/32
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 Xxxxxxxx X-0, 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 Xxxxxxxx X-0, 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 Xxxxxxxx X-0, 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.
|
|
Aircraft
|
means
any or all of the A319 Aircraft, A320 Aircraft and A321
Aircraft.
|
Page
6/32
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,
Xxxx
|
Xxxx
7/32
0.3
|
Clause headings and
the index are inserted for convenience of reference only and
shall be ignored in the interpretation of this
Agreement
|
0.4
|
In this 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 Agreement and references to
this 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.
|
Page
8/32
1.
|
QUANTITY
|
On
December 18, 2007, the Seller and the China Aviation Suppliers
Import and Export Corporation ("CASC") have entered into a general
terms agreement for the sale and purchase of one hundred ten (110)
A320 family aircraft (the "GTA"). As contemplated in the GTA,
CASC has agreed to allocate twenty (20) of these aircraft to the
Buyer (the "GTA Aircraft"). These 20 aircraft will be Airbus A
320 model aircraft.
Pursuant
to the terms of the Agreement and of the AGTA, the Seller shall
sell and deliver to the Buyer and the Buyer shall buy and take
Delivery of the 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.
Page
9/32
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
|
***
|
Page
10/32
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
|
***
Page
11/32
***
3.2
|
Propulsion Systems
Base Price
|
***
Page
12/32
***
Page
13/32
***
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.
4.
|
DELIVERY
SCHEDULE
|
***
Page
14/32
***
5.
|
LIQUIDATED
DAMAGES
|
***
6.
|
SERVICE
LIFE POLICY
|
***
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,
Page
15/32
SOFTWARE,
DATA OR SERVICES DELIVERED UNDER THIS AGREEMENT, INCLUDING BUT NOT LIMITED
TO:
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 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 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
|
***
Page
16/32
9.
|
NEGOTIATED
AGREEMENT
|
The Buyer
specifically recognises that this 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 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
Agreement incorporates the terms and conditions of the aircraft
general terms agreement reference CSC 0800.0890 dated as of even date
therewith between the Buyer and the Seller (the "AGTA").
This
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 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 Agreement.
Page
17/32
12.
|
CONTRACTS
(RIGHTS OF THIRD PARTIES) ACT
1999
|
The
parties do not intend that any term of the AGTA and of this Agreement
shall be enforceable solely by virtue of the Contracts (Rights of
Third Parties) Xxx 0000 by any person who is not a party to the AGTA
and the Agreement.
The
parties may rescind, vary, waive, release, assign, novate or
otherwise dispose of all or any of their respective rights or
obligations under the AGTA or the Agreement without the consent of
any person who is not a party to the AGTA and the
Agreement.
13.
|
LAW
AND
JURISDICTION
|
13.1
|
This Agreement and
the AGTA shall be governed by and construed in accordance with
the laws of
England.
|
13.2
|
Any
dispute arising out of or in connection with this Agreement and/or the
AGTA shall be finally settled under the Rules of Arbitration of
the International Chamber of Commerce by three (3) arbitrators
appointed in accordance with such
rules.
|
Arbitration
shall take place in London in the English language.
14.
|
COUNTERPARTS
|
This
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
Agreement.
Page
18/32
[***THIS PAGE HAS BEEN
REDACTED***]
APPENDIX
A
AIRCRAFT STANDARD
SPECIFICATIONS
Page
20/32
AIRFRAME PRICE REVISION
FORMULA
Page
21/32
[***THIS PAGE HAS BEEN
REDACTED***]
[***THIS PAGE HAS BEEN REDACTED***]
[***THIS PAGE HAS BEEN REDACTED***]
Appendix
C-1 to the A320 Family Purchase Agreement
APPENDIX
C-1
CFM INTERNATIONAL PRICE
REVISION FORMULA
Page
25/32
[***THIS PAGE HAS BEEN REDACTED***]
[***THIS PAGE HAS BEEN
REDACTED***]
[***THIS PAGE HAS BEEN
REDACTED***]
Appendix
C-2 to the A320 Family Purchase Agreement
APPENDIX
C-2
INTERNATIONAL AERO
PROPULSION SYSTEMS PRICE REVISION
FORMULA
Page
29/32
[***THIS PAGE HAS BEEN
REDACTED***]
[***THIS PAGE HAS BEEN
REDACTED***]
[***THIS PAGE HAS BEEN
REDACTED***]
APPENDIX
G
APPENDIX
G
Appendix G – Page 1/14
APPENDIX
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:
NOMENCLATURE
|
Self-explanatory.
|
ABBREVIATED DESIGNATION
(Abbr)
|
Self-explanatory.
|
AVAILABILITY
(Avail)
Technical
Data can be made available:
|
-
|
ON-LINE
(ON) through the relevant service on AirbusWorld, and /
or
|
|
-
|
OFF-LINE
(OFF) through the most suitable means applicable to the size of the
concerned document (e.g CD or DVD).
|
FORMAT
(Form)
Following
Technical Data formats may be used:
|
-
|
SGML
– Standard Generalized Xxxx-up Language, which allows further data
processing by the Buyer.
|
|
-
|
XML
– Extensible Xxxx-up Language, evolution of the SGML text format to cope
with WEB technology requirements.
|
|
|
XML
is used for data processing. Processed data shall be consulted
through the e-doc Viewer FOCT – Flight Operations Consultation
Tool.
|
|
|
XML
data may be customized using Airbus customization tools (Flight Operations
Documentation Manager, ADOC) or the Buyer's own XML based editing
tools.
|
|
-
|
CGM
– Computer Graphics Metafile, format of the interactive graphics
associated with the XML and/or SGML text file
delivery.
|
|
-
|
PDF
(PDF) – Portable Document Format allowing data
consultation.
|
Appendix G – Page 2/14
APPENDIX G
|
-
|
Advanced
Consultation Tool – refers to Technical Data consultation
application that offers advanced consultation & navigation
functionality compared to PDF. Both browser software &
Technical Data are packaged
together.
|
|
-
|
P1
/ P2 – refers to manuals printed on one side or both sides of the
sheet.
|
|
-
|
CD-P
– refers to CD-Rom including Portable Document Format (PDF)
Data.
|
|
-
|
CD-XML
– Refers to CD-Rom including XML
data
|
TYPE
|
C
|
CUSTOMIZED. Refers
to manuals that are applicable to an individual Airbus customer/operator
fleet or aircraft.
|
G
|
GENERIC. Refers
to manuals that are applicable for all Airbus aircraft
types/models/series.
|
|
E
|
ENVELOPE. Refers
to manuals that are applicable to a whole group of Airbus customers for a
specific aircraft
type/model/series.
|
QUANTITY (Qty)
|
Self-explanatory
for physical media.
|
|
DELIVERY (Deliv)
|
Delivery
refers to scheduled delivery dates and is expressed in either
the number of corresponding days prior to first Aircraft
delivery, or nil (0) referring to the Delivery Date of the corresponding
Aircraft.
|
|
The
number of days indicated shall be rounded up to the next
regular revision release
date.
|
Appendix G – Page 3/14
[***THIS PAGE HAS BEEN
REDACTED***]
[***THIS PAGE HAS BEEN
REDACTED***]
[***THIS PAGE HAS BEEN
REDACTED***]
[***THIS PAGE HAS BEEN
REDACTED***]
[***THIS PAGE HAS BEEN
REDACTED***]
[***THIS PAGE HAS BEEN
REDACTED***]
[***THIS PAGE HAS BEEN
REDACTED***]
[***THIS PAGE HAS BEEN
REDACTED***]
[***THIS PAGE HAS BEEN
REDACTED***]
[***THIS PAGE HAS BEEN
REDACTED***]
[***THIS PAGE HAS BEEN
REDACTED***]
LETTER AGREEMENT
N°1
CHINA EASTERN AIRLINES CORPORATION
LIMITED
Hongqiao
International Airport,
No. 2550
Hongqiao Road,
Shanghai
200335,
People's
Republic of China
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") 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 shall have
the meanings assigned thereto in the AGTA or in the Purchase
Agreement.
Both
parties agree that this Letter Agreement, 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,
the latter shall prevail to the extent of such inconsistency.
LA1
|
Page
1/6
|
LETTER AGREEMENT
N°1
1.
|
Base
Credit Memorandum
|
***
2.
|
Airline
Volume Credit Memorandum
|
***
3.
|
Customer
Support Credit Memorandum
|
***
LA1
|
Page
2/6
|
LETTER AGREEMENT
N°1
***
4.
|
Communication
Credit Memorandum
|
***
5.
|
Safety
Credit Memorandum
|
***
LA1
|
Page
3/6
|
LETTER AGREEMENT
N°1
6.
|
Special
Volume Credit Memorandum
|
***
7.
|
Exceptional
Credit Memorandum
|
***
8.
|
Revision
of the Credit Memoranda
|
***
LA1
|
Page
4/6
|
LETTER AGREEMENT
N°1
9.
|
Assignment
|
Notwithstanding
any other provision of this Letter Agreement, the AGTA or
the Purchase Agreement, this Letter Agreement 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 (and its existence) or any data exchanged between the
Buyer and the Seller for the fulfillment of their respective
obligations under this Letter Agreement 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 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 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 for a period of twelve (12) years after the date of
Delivery of the last Aircraft to be delivered under the Purchase
Agreement.
LA1
|
Page
5/6
|
[***THIS PAGE HAS BEEN
REDACTED***]
|
|
LETTER AGREEMENT
N°2
CHINA
EASTERN AIRLINES CORPORATION LIMITED
Hongqiao
International Airport,
No. 2550
Hongqiao Road,
Shanghai
200335,
People's
Republic of China
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") 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 shall have
the meanings assigned thereto in the AGTA or in the Purchase
Agreement.
Both
parties agree that this Letter Agreement, 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,
the latter shall prevail to the extent of such inconsistency.
LA2
|
Page
1/4
|
LETTER AGREEMENT
N°2
1.
|
Predelivery
payments
|
*
* *
LA2
|
Page
2/4
|
LETTER AGREEMENT
N°2
2.
|
Assignment
|
Notwithstanding
any other provision of this Letter Agreement, the AGTA or the Purchase
Agreement, this Letter Agreement 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 (and its existence) or any data exchanged between the Buyer
and the
Seller for the fulfillment of their respective obligations under this Letter
Agreement 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 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 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
for a
period of twelve (12) years after the date of Delivery of the last Aircraft to
be delivered under the Purchase Agreement.
LA2
|
Page
3/4
|
[***THIS PAGE HAS BEEN REDACTED***]
|
|
LETTER AGREEMENT
N°3
CHINA
EASTERN AIRLINES CORPORATION LIMITED
Hongqiao
International Airport,
No. 2550
Hongqiao Road,
Shanghai
200335,
People's
Republic of China
Subject : 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") 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 shall have
the meanings assigned thereto in the AGTA or in the Purchase
Agreement.
Both
parties agree that this Letter Agreement, 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,
the latter shall prevail to the extent of such
inconsistency.
|
LA3
|
Page
1/4
|
LETTER AGREEMENT
N°3
1.
|
GTA
Aircraft Price Adjustment
Limitation
|
***
2.
|
Assignment
|
Notwithstanding
any other provision of this Letter Agreement, the AGTA or
the Purchase Agreement, this Letter Agreement 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.
|
LA3
|
Page
2/4
|
LETTER AGREEMENT
N°3
1.
|
GTA
Aircraft Price Adjustment
Limitation
|
***
2.
|
Assignment
|
Notwithstanding
any other provision of this Letter Agreement, the AGTA or
the Purchase Agreement, this Letter Agreement 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.
|
LA3
|
Page
2/4
|
LETTER AGREEMENT
N°3
3.
|
Confidentiality
|
This
Letter Agreement (and its existence) or any data exchanged between the
Buyer and the Seller for the fulfillment of their respective
obligations under this Letter Agreement 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 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 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 for a period of twelve (12) years after the date of
Delivery of the last Aircraft to be delivered under the Purchase
Agreement.
|
LA3
|
Page
3/4
|
[***THIS PAGE HAS BEEN REDACTED***]
|
|
|
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 CORPORATION
LIMITED ("the Buyer") and AIRBUS SAS ("the Seller") have
entered into an A319 Purchase Agreement dated as of even
date herewith (the "Purchase Agreement" or the "Agreement") which
covers the sale by the Seller and the purchase by the Buyer of A319
Aircraft as described in the Specification annexed to the said
Purchase Agreement.
Capitalized
terms used herein and not otherwise defined in this Letter Agreement shall
have the meanings assigned thereto in the Agreement.
Both
parties agree that this Letter Agreement, upon execution thereof, shall
constitute an integral, none severable part of said Agreement and
shall be governed by all its provisions, as such provisions have been
specifically amended pursuant to this Letter Agreement.
|
LA4A
|
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 2009 onwards without taking into account any further
changes thereto as provided in the Agreement (the "Specification" for
the purposes of this Letter Agreement).
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:
|
1,735
meters
|
|
b)
|
for
IAE:
|
1,690
meters
|
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 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 Aircraft gross weight of 61,000 kg at
Sea Level pressure altitude shall be not more than a guaranteed value
of:
|
a)
|
for
CFM:
|
1,440
meters
|
|
b)
|
for
IAE:
|
1,430
meters
|
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)
60,000
37,000
55,000
39,000
shall be
not less than a guaranteed value of:
|
a)
|
for
CFM: 0.2105 nm/kg
|
|
LA4A
|
Page
2/7
|
LETTER
AGREEMENT N° 4A
|
b)
|
for
IAE: 0.2143 nm/kg
|
3.
|
MANUFACTURER'S WEIGHT
EMPTY
|
The
Seller guarantees a Manufacturer's Weights Empty as below:
A319-100
CFM56-5B5/3 36,587
kg plus 1.5%
A319-100
V2522-A5 36,678
kg plus 1.5%
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 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.
|
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
|
|
LA4A
|
Page
3/7
|
LETTER
AGREEMENT N° 4A
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 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.
|
LA4A
|
Page
4/7
|
LETTER
AGREEMENT N° 4A
8.
|
UNDERTAKING
REMEDIES
|
Should
any Aircraft fail to meet any of the Guarantees contained in this
Letter Agreement, the Seller will use its reasonable endeavours to
correct the deficiency to comply with the subject guarantee.
8.1
|
Should
the Seller fail to develop and make available corrective means (including
but not limited to kits, procedures, adjustment of design
weights) for the correction of the above said deficiency within one (1)
year from delivery of the affected Aircraft, then the Seller
shall in respect of such Aircraft pay to the Buyer by way of
liquidated damages subject to Seller's maximum liability set
forth hereunder on the anniversary date of the delivery for as
long as the deficiency remains, the following
amounts:
|
***
9.
|
ASSIGNMENT
|
Notwithstanding
any other provision of this Letter Agreement, the AGTA or
the Purchase Agreement, this Letter Agreement 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.
|
LA4A
|
Page
5/7
|
LETTER
AGREEMENT N° 4A
10.
|
CONFIDENTIALITY
|
This
Letter Agreement (and its existence) or any data exchanged between the
Buyer and the Seller for the fulfilment of their respective
obligations under this Letter Agreement 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 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 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 for a period of twelve (12) years after the date of
Delivery of the last Aircraft to be delivered under the Purchase
Agreement.
|
LA4A
|
Page
6/7
|
[***THIS PAGE HAS BEEN
REDACTED***]
|
|
|
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 CORPORATION
LIMITED ("the Buyer") and AIRBUS SAS ("the Seller") have
entered into an A320 Purchase Agreement dated as of even
date herewith (the "Purchase Agreement" or the "Agreement") which
covers the sale by the Seller and the purchase by the Buyer of A320
Aircraft as described in the Specification annexed to the said
Purchase Agreement.
Capitalized
terms used herein and not otherwise defined in this Letter Agreement shall
have the meanings assigned thereto in the Agreement.
Both
parties agree that this Letter Agreement, upon execution thereof, shall
constitute an integral, none severable part of said Agreement and
shall be governed by all its provisions, as such provisions have been
specifically amended pursuant to this Letter Agreement.
|
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 2009 onwards without taking into account any further
changes thereto as provided in the Agreement (the "Specification" for
the purposes of this Letter Agreement).
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:
|
2,000
meters
|
|
b)
|
for
IAE:
|
2,000
meters
|
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 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 Aircraft gross weight of 64,500 kg at
Sea Level pressure altitude shall be not more than a guaranteed value
of:
|
a)
|
for
CFM:
|
1,600
meters
|
|
b)
|
for
IAE:
|
1,580
meters
|
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)
70,000
35,000
65,000
37,000
60,000
39,000
shall be
not less than a guaranteed value of:
|
a)
|
for
CFM: 0.1869 nm/kg
|
|
LA4B
|
Page
2/7
|
LETTER
AGREEMENT N° 4B
|
b)
|
for
IAE: 0.1888 nm/kg
|
3.
|
MANUFACTURER'S WEIGHT
EMPTY
|
The
Seller guarantees a Manufacturer's Weights Empty as below:
A320-200
CFM56-5B4/3 37,646
kg plus 1.5%
A320-200
V2527-A5 37,737
kg plus 1.5%
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 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.
|
|
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 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.
|
LA4B
|
Page
4/7
|
LETTER
AGREEMENT N° 4B
8.
|
UNDERTAKING
REMEDIES
|
Should
any Aircraft fail to meet any of the Guarantees contained in this
Letter Agreement, the Seller will use its reasonable endeavours to
correct the deficiency to comply with the subject guarantee.
8.1
|
Should
the Seller fail to develop and make available corrective means (including
but not limited to kits, procedures, adjustment of design
weights) for the correction of the above said deficiency within one (1)
year from delivery of the affected Aircraft, then the Seller
shall in respect of such Aircraft pay to the Buyer by way of
liquidated damages subject to Seller's maximum liability set
forth hereunder on the anniversary date of the delivery for as
long as the deficiency remains, the following
amounts:
|
***
9.
|
ASSIGNMENT
|
Notwithstanding
any other provision of this Letter Agreement, the AGTA or
the Purchase Agreement, this Letter Agreement 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.
|
LA4B
|
Page
5/7
|
LETTER
AGREEMENT N° 4B
10.
|
CONFIDENTIALITY
|
Confidentiality
This
Letter Agreement (and its existence) or any data exchanged between the
Buyer and the Seller for the fulfilment of their respective
obligations under this Letter Agreement 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 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 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 for a period of twelve (12) years after the date of
Delivery of the last Aircraft to be delivered under the Purchase
Agreement.
|
LA4B
|
Page
6/7
|
[***THIS PAGE HAS BEEN
REDACTED***]
|
|
|
LETTER
AGREEMENT N° 4C
CHINA EASTERN AIRLINES CORPORATION
LIMITED
Hongqiao
International Airport,
Xx. 0000
Xxxxxxxx Xxxx,
Xxxxxxxx
000000,
Xxxxxx'x
Xxxxxxxx of China
Subject:
A321-200 PERFORMANCE GUARANTEES
CHINA EASTERN AIRLINES CORPORATION
LIMITED ("the Buyer") and AIRBUS SAS ("the Seller") have
entered into an A321 Purchase Agreement dated as of even
date herewith (the "Purchase Agreement" or the "Agreement") which
covers the sale by the Seller and the purchase by the Buyer of A321
Aircraft as described in the Specification annexed to the said
Purchase Agreement.
Capitalized
terms used herein and not otherwise defined in this Letter Agreement shall
have the meanings assigned thereto in the Agreement.
Both
parties agree that this Letter Agreement, upon execution thereof, shall
constitute an integral, none severable part of said Agreement and
shall be governed by all its provisions, as such provisions have been
specifically amended pursuant to this Letter Agreement.
|
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 2009 onwards without taking into account any further
changes thereto as provided in the Agreement (the "Specification" for
the purposes of this Letter Agreement).
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:
|
2,415
meters
|
|
b)
|
for
IAE:
|
2,430
meters
|
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 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 Aircraft gross weight of 75,500 kg at
Sea Level pressure altitude shall be not more than a guaranteed value
of:
|
a)
|
for
CFM:
|
1,735
meters
|
|
b)
|
for
IAE:
|
1,745
meters
|
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)
80,000
33,000
75,000
35,000
70,000
37,000
shall be
not less than a guaranteed value of:
|
a)
|
for
CFM: 0.1603 nm/kg
|
|
b)
|
for
IAE: 0.1637 nm/kg
|
|
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 42,394
kg plus 1.5%
A321-200
V2533-A5 42,485
kg plus 1.5%
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 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.
|
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
|
|
LA4C
|
Page
3/7
|
LETTER
AGREEMENT N° 4C
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 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.
|
LA4C
|
Page
4/7
|
LETTER
AGREEMENT N° 4C
8.
|
UNDERTAKING
REMEDIES
|
Should
any Aircraft fail to meet any of the Guarantees contained in this
Letter Agreement, the Seller will use its reasonable endeavours to
correct the deficiency to comply with the subject guarantee.
8.1
|
Should
the Seller fail to develop and make available corrective means (including
but not limited to kits, procedures, adjustment of design
weights) for the correction of the above said deficiency within one (1)
year from delivery of the affected Aircraft, then the Seller
shall in respect of such Aircraft pay to the Buyer by way of
liquidated damages subject to Seller's maximum liability set
forth hereunder on the anniversary date of the delivery for as
long as the deficiency remains, the following
amounts:
|
* *
*
9.
|
ASSIGNMENT
|
Notwithstanding
any other provision of this Letter Agreement, the AGTA or
the Purchase Agreement, this Letter Agreement 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.
|
LA4C
|
Page
5/7
|
LETTER
AGREEMENT N° 4C
10.
|
CONFIDENTIALITY
|
Confidentiality
This
Letter Agreement (and its existence) or any data exchanged between the
Buyer and the Seller for the fulfilment of their respective
obligations under this Letter Agreement 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 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 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 for a period of twelve (12) years after the date of
Delivery of the last Aircraft to be delivered under the Purchase
Agreement.
|
LA4C
|
Page
6/7
|
[***THIS PAGE HAS BEEN
REDACTED***]
|
|
|
LETTER
AGREEMENT 5
CHINA
EASTERN AIRLINES CORPORATION LIMITED
Hongqiao
International Airport,
No. 2550
Hongqiao Road,
Shanghai
200335,
People's
Republic of China
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") 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 shall have
the meanings assigned thereto in the AGTA or in the Purchase
Agreement.
Both
parties agree that this Letter Agreement, 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,
the latter shall prevail to the extent of such inconsistency.
LA5
|
Page
1/4
|
LETTER
AGREEMENT 5
1.
|
GENERAL
|
***
2.
|
Assignment
|
Notwithstanding
any other provision of this Letter Agreement, the AGTA or the A320 Family
Purchase Agreement, this Letter Agreement 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.
LA5
|
Page
2/4
|
LETTER
AGREEMENT 5
3.
|
Confidentiality
|
This
Letter Agreement (and its existence) or any data exchanged between the Buyer and
the Seller for the fulfillment of their respective obligations under this Letter
Agreement 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 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 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
for a period of twelve (12) years after the date of Delivery of the last
Aircraft to be delivered under the Purchase Agreement.
LA5
|
Page
3/4
|
[***THIS PAGE HAS BEEN REDACTED***]
|
|
LETTER
AGREEMENT 6
CHINA
EASTERN AIRLINES CORPORATION LIMITED
Hongqiao
International Airport,
No. 2550
Hongqiao Road,
Shanghai
200335,
People's
Republic of China
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") and an
A320 family purchase agreement (the "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 shall have
the meanings assigned thereto in the AGTA or in the Purchase
Agreement.
Both
parties agree that this Letter Agreement, upon execution thereof, shall
constitute an integral, nonseverable part of said 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 Agreement and this Letter Agreement, the latter
shall prevail to the extent of such inconsistency.
LA6
|
Page
1 of 4
|
LETTER AGREEMENT 6
***
LA6
|
Page 2
of 4
|
LETTER
AGREEMENT 6
4.
|
Assignment
|
Notwithstanding
any other provision of this Letter Agreement, the AGTA or the Purchase
Agreement, this Letter Agreement 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 (and its existence) or any data exchanged between the Buyer and
the Seller for the fulfillment of their respective obligations under this Letter
Agreement 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 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 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
for a period of twelve (12) years after the date of Delivery of the last
Aircraft to be delivered under the Purchase Agreement.
LA6
|
Page 3
of 4
|
[***THIS PAGE HAS BEEN REDACTED***]
|
|
LETTER AGREEMENT
N°7
CHINA
EASTERN AIRLINES CORPORATION LIMITED
Hongqiao
International Airport,
No. 2550
Hongqiao Road,
Shanghai
200335,
People's
Republic of China
Subject : Customer Support
Services
CHINA
EASTERN AIRLINES CORPORATION LIMITED (the "Buyer") and Airbus S.A.S. (the
"Seller") have entered into an aircraft general terms agreement ("AGTA") and an
A320 family purchase agreement (the "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 shall have
the meanings assigned thereto in the AGTA or in the Purchase
Agreement.
Both
parties agree that this Letter Agreement, upon execution thereof, shall
constitute an integral, nonseverable part of said 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 Agreement and this Letter Agreement, the latter
shall prevail to the extent of such inconsistency.
LA7
|
Page
1/4
|
LETTER AGREEMENT
N°7
***
LA7
|
Page
2/4
|
LETTER AGREEMENT
N°7
4.
|
Assignment
|
Notwithstanding
any other provision of this Letter Agreement, the AGTA or the Purchase
Agreement, this Letter Agreement 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 (and its existence) or any data exchanged between the Buyer and
the Seller for the fulfillment of their respective obligations under this Letter
Agreement 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 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 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 Letter 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 5 shall survive any termination of this Letter
Agreement for a period of twelve (12) years after the date of Delivery of the
last Aircraft to be delivered under the Purchase Agreement.
LA7
|
Page 3/4
|
[***THIS PAGE HAS BEEN REDACTED***]
|
|
LETTER
AGREEMENT 8
CHINA
EASTERN AIRLINES CORPORATION LIMITED
Hongqiao
International Airport,
Xx. 0000
Xxxxxxxx Xxxx,
Xxxxxxxx
000000,
Xxxxxx'x
Xxxxxxxx xx Xxxxx
***
LA8
|
Page
1/5
|
[***THIS PAGE HAS BEEN REDACTED***]
|
|
[***THIS PAGE HAS BEEN REDACTED***]
|
|
LETTER
AGREEMENT 8
***
3.
|
Confidentiality
|
This
Letter Agreement (and its existence) or any data exchanged between the Buyer and
the Seller for the fulfillment of their respective obligations under this Letter
Agreement 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 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 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
for a period of twelve (12) years after the date of Delivery of the last
Aircraft to be delivered under the Purchase Agreement.
LA8
|
Page
4/5
|
[***THIS PAGE HAS BEEN
REDACTED***]
|
|
LETTER
AGREEMENT 9
CHINA
EASTERN AIRLINES CORPORATION LIMITED
Hongqiao
International Airport,
Xx. 0000
Xxxxxxxx Xxxx,
Xxxxxxxx
000000,
Xxxxxx'x
Xxxxxxxx xx Xxxxx
***
LA9
|
Page
1/4
|
[***THIS PAGE HAS BEEN REDACTED***]
|
|
LETTER
AGREEMENT 9
***
4.
|
Confidentiality
|
This
Letter Agreement 9 (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 my be, shall use its
reasonable efforts to obtain assurance that such information will be treated
confidentially), 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 9 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 9 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
9 for a period of twelve (12) years after the date of Delivery of the last
Aircraft to be delivered under the Purchase Agreement.
LA9
|
Page
3/4
|
[***THIS PAGE HAS BEEN
REDACTED***]
|
|
LETTER
AGREEMENT 10
CHINA
EASTERN AIRLINES CORPORATION LIMITED
Hongqiao
International Airport,
No. 2550
Hongqiao Road,
Shanghai
200335,
People's
Republic of China
Subject : Incremental A330
Incentive
China
Eastern Airlines Corporation Limited (the "Buyer"), and Airbus S.A.S.
(the "Seller") have
entered into an aircraft general terms agreement ("AGTA") 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 (the
"Purchase").
Capitalized
terms used herein and not otherwise defined in this Letter Agreement shall have
the meanings assigned thereto in the AGTA or in the Purchase
Agreement.
Both
Parties agree that this Letter Agreement ("Letter Agreement 9"), 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, the AGTA and this Letter
Agreement, the latter shall prevail to the extent of such
inconsistency.
LA10
|
Page
1/4
|
LETTER
AGREEMENT 10
* *
*
2.
|
Assignment
|
Notwithstanding
any other provision of this Letter Agreement 9, the AGTA or the Purchase
Agreement, this Letter Agreement 10 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.
LA10
|
Page
2/4
|
LETTER
AGREEMENT 10
3.
|
Confidentiality
|
This
Letter Agreement 10 (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 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 10 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 10 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
10 for a period of twelve (12) years after the date of Delivery of the last
Aircraft to be delivered under the Purchase Agreement.
LA10
|
Page
3/4
|
[***THIS PAGE HAS BEEN
REDACTED***]
|
|