Exhibit 4.13
*** INDICATES CONFIDENTIAL MATERIAL OMITTED PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT AND FILED WITH THE SECURITIES AND EXCHANGE
COMMISSION SEPERATELY WITH A REQUEST FOR CONFIDENTIAL TREATMENT.
Purchase Agreement No. 3032
between
The Boeing Company
and
China Eastern Airlines Corporation, Ltd.
----------
This Purchase Agreement No. 3032 dated as of DECEMBER 20, 2005 between
The Boeing Company (BOEING) and China Eastern Airlines Corporation, Ltd.
(CUSTOMER) relating to the purchase and sale of Model 737-79P and 737-89P
aircraft together with all tables, exhibits, supplemental exhibits, letter
agreement and other attachments thereto, if any, (PURCHASE AGREEMENT)
incorporates the terms and conditions (except as specifically set forth below)
of the Aircraft General Terms Agreement dated as of March 7, 2001 between the
parties, identified as AGTA-CEA (AGTA).
Article 1. Quantity, Model and Description.
The aircraft to be delivered to Customer will be designated as Model
737-79P and 737-89P aircraft (the AIRCRAFT). Boeing will manufacture and sell to
Customer Aircraft conforming to the configuration described in Exhibit A-l and
A-2 in the quantities listed in Table 1, Table 2, Table 3 and Table 4 to the
Purchase Agreement.
Article 2. Delivery Schedule.
The scheduled months of delivery of the Aircraft are listed in the
attached Table 1, Table 2, Table 3 and Table 4. Exhibit B describes certain
responsibilities for both Customer and Boeing in order to accomplish the
delivery of the Aircraft.
Article 3. Price.
3.1 Aircraft Basic Price. The Aircraft Basic Price is listed in Table
1, Table 2, Table 3 and Table 4 in subject to escalation dollars.
3.2 Advance Payment Base Prices. The Advance Payment Base Prices
listed in Table 1, Table 2, Table 3 and Table 4 were calculated utilizing the
latest escalation factors available to Boeing on the date of this Purchase
Agreement projected to the month of scheduled delivery.
P.A. No. 3032 1 S.A.1
BOEING PROPRIETARY
Article 4. Payment.
4.1 Boeing has not yet received a deposit in the amount shown in Table
1, Table 2, Table 3 and Table 4 for each Aircraft (DEPOSIT), and therefore, the
Deposit will be paid on the effective date of the Purchase Agreement.
4.2 The standard advance payment schedule for the Model 737-79P and
737-89P aircraft requires Customer to make certain advance payments, expressed
in a percentage of the Advance Payment Base Price of each Aircraft beginning
with a payment of *** less the Deposit, on the effective date of the Purchase
Agreement for the Aircraft. Additional advance payments for each Aircraft are
due as specified in and on the first business day of the months listed in the
attached Table 1, Table 2, Table 3 and Table 4.
4.3 For any Aircraft whose scheduled month of delivery is less than 24
months from the date of this Purchase Agreement, the total amount of advance
payments due for payment upon signing of this Purchase Agreement will include
all advance payments which are past due in accordance with the standard advance
payment schedule set forth in paragraph 4 above.
4.4 Customer will pay the balance of the Aircraft Price of each
Aircraft at delivery.
Article 5. Miscellaneous.
5.1 Aircraft Information Table. Table 1, Table 2, Table 3 and Table 4
consolidate information contained in Articles 1, 2, 3 and 4 with respect to (i)
quantity of Aircraft, (ii) applicable Detail Specification, (iii) month and year
of scheduled deliveries, (iv) Aircraft Basic Price, (v) applicable escalation
factors and (vi) Advance Payment Base Prices and advance payments and their
schedules.
P.A. No. 3032 2 S.A. 1
BOEING PROPRIETARY
TABLE 1 TO
PURCHASE AGREEMENT NO. 3032
BLOCK A AIRCRAFT
AIRCRAFT DELIVERY, DESCRIPTION, PRICE AND ADVANCE PAYMENTS
AIRFRAME MODEL/MTOW: 737-79P 140,000 pounds
ENGINE MODEL/THRUST: CFM56-7B22 22,OOO pounds
AIRFRAME PRICE: ***
OPTIONAL FEATURES: ***
SUB-TOTAL OF AIRFRAME AND FEATURES: ***
ENGINE PRICE (PER AIRCRAFT): ***
AIRCRAFT BASIC PRICE (EXCLUDING BFE/SPE): ***
BUYER FURNISHED EQUIPMENT (BFE) ESTIMATE: ***
SELLER PURCHASED EQUIPMENT (SPE) ESTIMATE: ***
REFUNDABLE DEPOSIT/AIRCRAFT AT PROPOSAL ACCEPT: $95,000
DETAIL SPECIFICATION: D019A001; April 30, 2004
AIRFRAME PRICE BASE YEAR/ESCALATION FORMULA: Jul-05 ECI-W Afm
ENGINE PRICE BASE YEAR/ESCALATION FORMULA: N/A N/A
AIRFRAME ESCALATION DATA:
BASE YEAR INDEX (ECI): ***
BASE YEAR INDEX (ICI): ***
ADVANCE PAYMENT PER AIRCRAFT
ESCALATION ESCALATIION ESTIMATE (AMTS. DUE/MOS. PRIOR TO DELIVERY):
DELIVERY NUMBER OF FACTOR ADV PAYMENT BASE ------------------------------------
DATE AIRCRAFT (AIRFRAME) *** PRICE PER A/P *** *** ***
---------- --------- ---------- ---------- -------------------- ---------- ---------- ----------
*** 1 *** *** *** *** *** ***
*** 1 *** *** *** *** *** ***
*** 1 *** *** *** *** *** ***
TOTAL 3
P.A NO.3032
38840-1F.TXT BOEING PROPRIETARY S.A. 1
TABLE 2 TO
PURCHASE AGREEMENT NO. 3032
BLOCK B AIRCRAFT
AIRCRAFT DELIVERY, DESCRIPTION, PRICE AND ADVANCE PAYMENTS
AIRFRAME MODEL/MTOW: 000-000 000,000 pounds
ENGINE MODEL/THRUST: CFM56-7B26 26,4OO pounds
AIRFRAME PRICE: ***
OPTIONAL FEATURES: ***
SUB-TOTAL OF AIRFRAME AND FEATURES: ***
ENGINE PRICE (PER AIRCRAFT): ***
AIRCRAFT BASIC PRICE (EXCLUDING BFE/SPE): ***
BUYER FURNISHED EQUIPMENT (BFE) ESTIMATE: ***
SELLER PURCHASED EQUIPMENT (SPE) ESTIMATE: ***
REFUNDABLE DEPOSIT/AIRCRAFT AT PROPOSAL ACCEPT: ***
DETAIL SPECIFICATION: D019A001CEA38P-1 REV B
(10/3/2005)
AIRFRAME PRICE BASE YEAR/ESCALATION FORMULA: Jul-05 ECI-W Afm
ENGINE PRICE BASE YEAR/ESCALATION FORMULA: N/A N/A
AIRFRAME ESCALATION DATA:
BASE YEAR INDEX (ECI): ***
BASE YEAR INDEX (ICI): ***
ADVANCE PAYMENT PER AIRCRAFT
ESCALATION ESCALATIION ESTIMATE (AMTS. DUE/MOS. PRIOR TO DELIVERY):
DELIVERY NUMBER OF FACTOR ADV PAYMENT BASE -------------------------------------------------
DATE AIRCRAFT (AIRFRAME) *** PRICE PER A/P *** *** *** ***
---------- --------- ---------- ---------- -------------------- ---------- ---------- ---------- ----------
*** *** *** *** *** *** *** *** ***
TOTAL 1
P.A NO.3032
38733-1F.TXT BOEING PROPRIETARY S.A. 1
TABLE 3 TO
PURCHASE AGREEMENT NO. 3032
BLOCK C AIRCRAFT
AIRCRAFT DELIVERY, DESCRIPTION, PRICE AND ADVANCE PAYMENTS
AIRFRAME MODEL/MTOW: 737-79P 140,000 POUNDS
ENGINE MODEL/THRUST: CFM56-7B22 22,000 POUNDS
AIRFRAME PRICE: ***
OPTIONAL FEATURES: ***
SUB-TOTAL OF AIRFRAME AND FEATURES: ***
ENGINE PRICE (PER AIRCRAFT): ***
AIRCRAFT BASIC PRICE (EXCLUDING BFE/SPE): ***
BUYER FURNISHED EQUIPMENT (BFE) ESTIMATE: ***
SELLER PURCHASED EQUIPMENT (SPE) ESTIMATE: ***
REFUNDABLE DEPOSIT/AIRCRAFT AT PROPOSAL ACCEPT: ***
DETAIL SPECIFICATION: D019A001; DATED APRIL 30, 2004
AIRFRAME PRICE BASE YEAR/ESCALATION FORMULA: JUL-05 ECI-W AFM
ENGINE PRICE BASE YEAR/ESCALATION FORMULA: N/A N/A
AIRFRAME ESCALATION DATE:
BASE YEAR INDEX (ECI): ***
BASE YEAR INDEX (ICI): ***
ESCALATION ESCALATION ESTIMATE ADVANCE PAYMENT PER AIRCRAFT (AMTS. DUE/MOS. PRIOR TO DELIVERY):
DELIVERY NUMBER OF FACTOR ADV PAYMENT BASE ----------------------------------------------------------------
DATE AIRCRAFT (AIRFRAME) PRICE PER A/P *** *** *** ***
---------- ---------- ----------- -------------------- ---------- ---------- ---------- ----------
*** *** *** *** *** *** *** ***
*** *** *** *** *** *** *** ***
*** *** *** *** *** *** *** ***
*** *** *** *** *** *** *** ***
*** *** *** *** *** *** *** ***
*** *** *** *** *** *** *** ***
*** *** *** *** *** *** *** ***
*** *** *** *** *** *** *** ***
*** *** *** *** *** *** *** ***
*** *** *** *** *** *** *** ***
*** *** *** *** *** *** *** ***
Total: 11
X.X.Xx. 3032
38839-1F.TXT BOEING PROPRIETARY S.A. 1
TABLE 4 TO
PURCHASE AGREEMENT NO. 3032
BLOCK D AIRCRAFT
AIRCRAFT DELIVERY, DESCRIPTION, PRICE AND ADVANCE PAYMENTS
AIRFRAME MODEL/MTOW: 000-000 000,000 POUNDS
ENGINE MODEL/THRUST: CFM56-7B26 28,400 POUNDS
AIRFRAME PRICE: ***
OPTIONAL FEATURES: ***
SUB-TOTAL OF AIRFRAME AND FEATURES: ***
ENGINE PRICE (PER AIRCRAFT): ***
AIRCRAFT BASIC PRICE (EXCLUDING BFE/SPE): ***
BUYER FURNISHED EQUIPMENT (BFE) ESTIMATE: ***
SELLER PURCHASED EQUIPMENT (SPE) ESTIMATE: ***
REFUNDABLE DEPOSIT/AIRCRAFT AT PROPOSAL ACCEPT: ***
DETAIL SPECIFICATION: D019A001CEA38P-1 REV B(10/3/2005)
AIRFRAME PRICE BASE YEAR/ESCALATION FORMULA: JUL-05 BCI-W AFM
ENGINE PRICE BASE YEAR/ESCALATION FORMULA: N/A N/A
AIRFRAME ESCALATION DATE:
BASE YEAR INDEX (ECI): ***
BASE YEAR INDEX (ICI): ***
ESCALATION ESCALATION ESTIMATE ADVANCE PAYMENT PER AIRCRAFT (AMTS. DUE/MOS. PRIOR TO DELIVERY):
DELIVERY NUMBER OF FACTOR ADV PAYMENT BASE --------------------------------------------- ------------------
DATE AIRCRAFT (AIRFRAME) PRICE PER A/P *** *** *** ***
---------- ---------- ----------- -------------------- ---------- ---------- ---------- ----------
*** *** *** *** *** *** *** ***
*** *** *** *** *** *** *** ***
*** *** *** *** *** *** *** ***
*** *** *** *** *** *** *** ***
*** *** *** *** *** *** *** ***
Total: 5
P.A. No. 3032
38746-1F.TXT BOEING PROPRIETARY S.A. 1
AIRCRAFT CONFIGURATION
between
THE BOEING COMPANY
and
CHINA EASTERN AIRLINES CORPORATION LTD.
EXHIBIT A-1 to Purchase Agreement Number 3032
BLOCK A AND BLOCK C AIRCRAFT
P.A. No. 3032 A-1 S.A. 1
BOEING PROPRIETARY
AIRCRAFT CONFIGURATION
Dated APRIL 10, 2006
relating to
BOEING MODEL 737-79P AIRCRAFT
The Detail Specification is Boeing Detail Specification D019A001CEA37P-1,
Revision TBD. Such Detail Specification will be comprised of Boeing
Configuration Specification D019A001 dated as of April 30, 2004, and shall
include the Options listed below, including the effects on Manufacturer's Empty
Weight (MEW) and Operating Empty Weight (OEW). As soon as practicable, Boeing
will furnish to Customer copies of the Detail Specification, which copies will
reflect such Options. The Aircraft Basic Price reflects and includes all effects
of such Options, except such Aircraft Basic Price does not include the price
effects of any Buyer Furnished Equipment or Seller Purchased Equipment.
P.A. No. 3032 A-1-1 S.A. 1
BOEING PROPRIETARY
Exhibit A-l to
Purchase Agreement No. 3032
Page 2
2005
$ Price
CR Title Per A/C
----------- ----------------------------------------------------- ----------
0110-000026 MINOR MODEL 737-700 PASSENGER AIRPLANE ***
0110-000030 MAJOR MODEL 737 AIRPLANE ***
0110-000099 LOA-MAJOR MODEL 737 AIRPLANE ***
0110-000101 LOA-MINOR MODEL 737-700 PASSENGER AIRPLANE ***
0160A595A01 AIRPLANE IDENTIFICATION NUMBERS ***
0220-000040 FAA TYPE CERTIFICATION ***
0220B777A99 MP-HIGH ALTITUDE AIRPORT OPERATION WITH 2CFM56-7
ENGINES UP TO 12,000 FEET ***
0224-000014 NO EXTENDED RANGE TWIN ENGINE OPERATIONS (ETOPS) ***
0228-000001 FLIGHT MANUALS IN FAA FORMAT ***
0228-000032 OPERATIONS MANUAL IN FAA FORMAT ***
0252-000055 METRIC UNITS FOR FLIGHT MANUAL, OPERATIONS MANUAL,
FUEL QUANTITY SYSTEM, CDS INDICATIONS AND FMCS
WEIGHTS ***
0253C390A56 MP-BUYER FURNISHED EQUIPMENT-FLIGHT DECK
EQUIPMENT-PROCUREMENT REVISION-SPE TO BFE ***
0253C591A58 MP-BUYER FURNISHED EQUIPMENT-PROCUREMENT REVISION-BFE
TO SPE ***
0254-000003 USPHS CERTIFICATE OF SANITARY CONSTRUCTION ***
0315A595A44 CERTIFIED STRUCTURAL DESIGN AND OPERATIONAL WEIGHTS
737-700-CEA 136,000 LB MTW ***
0315B370A25 MP-INCREASE MAXIMUM TAKEOFF WEIGHT FROM 136000 TO
140000 ***
0315B777A98 MP-CERTIFIED OPERATIONAL AND STRUCTURAL DESIGN
WEIGHTS ***
0315C591B21 MP-CERTIFIED OPERATIONAL AND STRUCTURAL DESIGN
WEIGHTS (140000 MTOW) ***
0352-000003 AIRPLANE CUSTOMIZED LOADING SCHEDULE FOR WEIGHT AND
BALANCE CONTROL - UNIVERSAL INDEX LOADING ***
1110A051I59 EXTERIOR COLOR SCHEME AND MARKINGS - 737 ***
1120-000036 ENGINE WARNING STRIPES AND DECALS-FUSELAGE ***
1120-000135 REGISTRY MARKINGS ON WING-24 INCH HEIGHT ***
1120A136A42 REGISTRY MARKINGS ON WING-UPPER SURFACE OF RIGHT
WING-24 INCH HEIGHT ***
1120A277A15 CHINESE DECALS - INSTALLATION-ENTRY/SERVICE DOORS ***
1120A625E82 EXTERIOR PLACARDS AND MARKINGS - BI-LINGUAL - CHINESE
AND ENGLISH - COMPLETE MAINTENANCE AND SERVICING
STENCILS & DECALS ***
1127B554B68 MP - MAINTENANCE MARKINGS - INSTL - BILINGUAL INFLATE
TIRES WITH NITROGEN ONLY STENCILS ***
1130-000060 LOWER LOBE CARGO COMPARTMENT LOADING PLACARDS -
KILOGRAMS PER SQUARE METER ***
1130A051K12 INSTALL INTERIORS PASSENGER COMPARTMENT PLACARDS AND
MARKINGS-737 ***
113OA397A08 CAAC BILINGUAL PLACARD INSTALLATION - CARGO
COMPARTMENT ***
1130B636A65 MP - PASSENGER COMPARTMENT PLACARDS AND MARKINGS -
REVISION-CEA 737-700 ***
2130-000010 600 FPM CABIN PRESSURE ASCENT RATE ***
PA. No. 3032 A-l-2 S.A. 1
BOEING PROPRIETARY
Exhibit A-1 to
Purchase Agreement No. 3032
Page 3
2005
$ Price
CR Title Per A/C
----------- ----------------------------------------------------- ----------
2130-000012 350 FPM CABIN PRESSURE DESCENT RATE ***
2158-000002 NO BLOW THROUGH COOLING - E8 RACK ***
2160-000024 CABIN TEMPERATURE INDICATION - DEGREES CELSIUS ***
2170-000021 OZONE CONTROL - SPACE PROVISIONS FOR CATALYTIC
CONVERTERS ***
2210-000003 AUTOFLIGHT - INHIBIT GLIDE SLOPE CAPTURE PRIOR TO
LOCALIZER CAPTURE ***
2210-000121 AUTOFLIGHT - ACTIVATION OF CONTROL WHEEL STEERING
REVERSION IN APPROACH MODE ***
2210-000123 AUTOFLIGHT - FLIGHT DIRECTOR TAKEOFF MODE WINGS LEVEL ***
2210-000128 AUTOFLIGHT - CONTROL WHEEL STEERING WARNING ***
2210-000130 AUTOFLIGHT - AIRSPEED DEVIATION WARNING ***
2210-000142 AUTOFLIGHT - ALTITUDE ALERT - 300/900 FEET ***
2210-000221 AUTOFLIGHT - MODE CONTROL PANEL WITH SPEED AND
ALTITUDE INTERVENTION ***
2210A051A79 MP-DFCS-FLIGHT DIRECTOR TAKEOFF MODE-HEADING SELECT
IN LIEU OF WINGS LEVEL ***
2210C430A09 MP-AUTOFLIGHT GO AROUND ROLL MODE NAV IN LIEU OF
TRACKHOLD ***
2230-000137 AUTOTHROTTLE - MCS - TAKEOFF PROFILE THRUST REDUCTION
ALTITUDE ***
2310A213A74 COMMUNICATIONS CONTROL PANELS - TRIPLE GABLES RADIO
TUNING PANELS CAPABLE OF (2) HF SYSTEMS AND (3) VHF
SYSTEMS (8.33 KHZ CAPABLE) P/N G7404-24 - BFE/SPE ***
2310B370D70 MP-COMMUNICATIONS CONTROL PANELS-REPLACEMENT-TRIPLE
GABLES RADIO TUNING PANELS ***
2311-000304 HF COMMUNICATIONS - SYSTEM INSTALLATION OF SINGLE
HONEYWELL INTERNATIONAL INC. HF
TRANSCEIVER - P/N 000-0000-000 - AND DIGITAL HF
COUPLER - P/N 000-0000-000 - BFE/SPE ***
2311A083D64 MP-HF COMMUNICATIONS-SINGLE XXXXXXXX XX VOICE/DATA
TRANSCEIVER IN LIEU OF SINGLE ALLIEDSIGNAL HF
VOICE/DATA TRANSCEIVER ***
2311B694B22 MP - HF COMMUNICATIONS SYSTEM - INSTALLATION - DUAL
XXXXXXXX XX TRANSCEIVERS IN LIEU OF SINGLE XXXXXXXX
XX TRANSCEIVERS - BFE ***
2311C028G37 MP - HF COMMUNICATIONS SYSTEM - REPLACEMENT-HF VOICE/
DATA TRAMSCEIVERS AND COUPLERS - ROCKWELL XXXXXXX -
BFE ***
2312-000428 VHF COMMUNICATIONS - SYSTEM INSTALLATION OF TRIPLE
ALLIEDSIGNAL RTA-44D FM IMMUNE ARINC 716/750 VHF
TRANSCEIVERS WITH 8.33 KHZ CHANNEL SPACING AND CMC
INTERFACE CAPABILITIES - 000-00000-0000 - BFE/SPE ***
2321-000047 SELCAL - GABLES CONTROL PANEL - P/N G7165-01 ***
2321A213B46 SELCAL - TEAM FIVE CHANNEL DECODER - P/N SL3924AA01 -
BFE/SPE ***
2322-000249 ACARS - PARTIAL PROVISIONS FOR SINGLE ARINC 724B
ACARS ***
2322-000393 ACARS - ARINC 716 VHF VOICE MODE PROTECTION ***
P.A. NO. 3032 A-1-3 S.A. 1
BOEING PROPRIETARY
Exhibit A-l to
Purchase Agreement No. 3032
Page 4
2005
$ Price
CR Title Per A/C
----------- ----------------------------------------------------- ----------
2322A213B84 ACARS MANAGEMENT UNIT ARINC 724B UPGRADEABLE TO
CMU - ALLIEDSIGNAL - INSTALLATION INTO EXISTING
PARTIAL PROVISIONS - P/N 000-0000-000 - BFE/SPE ***
2324B691A37 MP-EMERGENCY LOCATOR TRANSMITTER ***
2331A683A21 PASSENGER ADDRESS (PA) SYSTEM - SELECTED
FEATURES - CHINA EASTERN (CEA) - INSTALLATION ***
2331A683A25 PASSENGER ADDRESS - PRE-RECORDED ANNOUNCEMENT
AND BOARDING MUSIC SYSTEM - MATSUSHITA - CHINA
EASTERN (CEA) ***
2331B815B53 MP - ADD UPGRADED OPERATIONAL SOFTWARE TO
EXISTING PRE - RECORDED ANNOUNCEMENT AND
BOARDING MUSIC MACHINE - BFE ***
2331C564B39 MP - PASSENGER ADDRESS - REVISION - PRAM/BMM -
40 MB - CAP AND STOW NO-SMOKING
DISCRETE - MATSUSHITA - BFE ***
2332-002423 VIDEO ENTERTAINMENT - OVERHEAD VIDEO
SYSTEM - PARTIAL PROVISIONS - VIDEO DISTRIBUTION
UNIT (VDU) BASED SYSTEMS ***
2332A612B87 VIDEO ENTERTAINMENT - OVERHEAD PSU VIDEO SYSTEM -
MATSUSHITA - INSTALLATION - CHINA EASTERN(CEA)-
BFE ***
2332A857C55 AIRSHOW 420 WITH AIRSHOW CONTROL UNIT - BFE/SPE ***
2332A857C65 PARTIAL PROVISIONS FOR AIRSHOW 420 PASSENGER
FLIGHT INFORMATION SYSTEM ***
2332B815G35 MP - OVERHEAD VIDEO ENTERTAINMENT - REPLACEMENT -
SINGLE AISLE -MATSUSHITA HI-8 PLAYERS ***
2332C564C43 MP - AIRSHOW 420 PFIS - RELOCATION OF DIU ***
2334C564B38 MP - AUDIO ENTERTAINMENT SYSTEM - INSTALLATION
MPES XX XX - 134 PAX - MATSUSHITA - SPE ***
2350B446C20 MP - AUDIO CONTROL PANEL - INSTALLATION -
AVTECH CORP ***
2351-000034 HAND HELD MICROPHONE - CAPTAIN AND FIRST
OFFICER - ELECTROVOICE - P/N 903-1341 - BFE/SPE ***
2351-000036 HAND HELD MICROPHONE - FIRST OBSERVER -
ELECTROVOICE - P/N 903-1341 - BFE/SPE ***
2351-000042 CONTROL WHEEL PUSH TO TALK (PTT) SWITCH -
STANDARD THREE POSITION ***
2351A213A33 AUDIO INTEGRATION - INSTALLATION - TWO-PLUG
AUDIO JACKS IN THE FLIGHT DECK ***
2351A213B78 BOOM MICROPHONE HEADSETS - CAPTAIN, FIRST
OFFICER AND FIRST OBSERVER - TELEX AIRMAN 750 -
P/N 64300-200 - BFE/SPE ***
2371-000009 NO MONITOR XXXX IN THE WHEEL WELL ***
2371-000053 SOLID STATE VOICE RECORDER ED56A AND SOLID
STATE MICROPHONE/MONITOR ED56A - ALLIEDSIGNAL -
2 HOUR RECORDING TIME - P/N 000-0000-000 & P/N
000-0000-000 - BFE/SPE ***
2433-000007 STANDBY BUS - STANDARD CONFIGURATION ***
2433-000008 STANDBY BUS - CONNECTION OF AIR TRAFFIC CONTROL
(ATC) NO. 1 ***
2433-000010 STANDBY POWER - 60-MINUTE CAPABILITY ***
2433-000093 STANDBY BUS - LOADS ADDITION - FMCS, CDS & DME ***
2451-000036 GALLEY G1 POWER - 12 KVA ***
2451-000049 GALLEY G4B POWER - 29.25 KVA ***
P.A. No. 3032 A-1-4 S.A. 1
BOEING PROPRIETARY
Exhibit A-l to
Purchase Agreement No. 3032
Page 5
2005
$ Price
CR Title Per A/C
----------- ---------------------------------------------------- ----------
2511-000271 SECOND OBSERVER STATION, WITHOUT ARMRESTS - ADDITION ***
2513-000369 ROLLER SUNSHADES - INSTALLATION - NUMBER 2 AND 3
WINDOWS - FLIGHT DECK - SFE ***
2513-000433 CUPHOLDER - INSTALLATION - SFIRST OFFICER'S SIDEWALL
WITHOUT PRINTER OR AUDIO SELECTOR PANEL ***
2520B069A04 SFE CARPET MATERIAL DEFINITION ***
2520B069A05 SFE GALLEY AND ENTRYWAY MAT MATERIAL DEFINITION ***
2523A051J13 PASSENGER SERVICE UNITS - 134 PASSENGER
CONFIGURATION ***
2524A051J03 FORWARD LEFT HAND FULL HEIGHT WINDSCREEN/STOWAGE
UNIT ***
2524A051J04 FIXED PARTITION/CURTAIN CLASS DIVIDER - 134
PASSENGER CONFIGURATION ***
2524A051J73 BFE FULL HEIGHT RH OUTBOARD CLOSET ***
2524A595A17 CURTAIN AND TRACK-BETWEEN XXXXXX Xx AND FORWARD RH
CLOSET ***
2524A595A18 CURTAIN AND TRACK-BETWEEN FORWARD RH CLOSET AND
WINDSCREEN/STOWAGE UNIT ***
2524A595A19 CURTAIN AND TRACK-BETWEEN LAVATORIES LD AND LE ***
2524B636A31 MP - FIXED CLASS DIVIDER, CENTERLINE CEILING STOWAGE
COMPATIBLE ***
2525A051I75 FIRST CLASS PASSENGER SEATlNG - 2 ROWS AT 38 INCH
PITCH ***
2525A051I80 ECONOMY CLASS PASSENGER SEATING - FOR 126 PASSENGERS ***
2525A051J59 ATTENDANT SEATS FOR 737NG ***
2525B636A32 MP - FIRST CLASS PASSENGER SEATING FABRIC REVISION ***
2525B636H84 MP-PASSENGER SEATING BE AEROSPACE IN LIEU OF RECARO
- BFE ***
2525C159C53 MP - PASSENGER SEATING - INSTALLATION - B/E
AEROSPACE - CEA - 700 ***
2527A832A37 FLOOR COVERING - CARPET, SERGED EDGES ***
2528A332B99 FORWARD CENTER OVERHEAD STOWAGE COMPARTMENT -
PROVISIONED FOR PALLATIZED EQUIPMENT AND LIFE RAFTS ***
2528A332C01 FIRST MID CABIN CENTER OVERHEAD STOWAGE COMPARTMENT
- PROVISIONED FOR PALLETIZED EQUIPMENT AND LIFE
RAFTS ***
2528A332C03 SECOND MID-CABIN CENTER OVERHEAD STOWAGE
COMPARTMENT - PROVISIONED FOR PALLETIZED EQUIPMENT
AND LIFE RAFTS ***
2528A595A27 LITERATURE POCKETS - SEMI RIGID ***
2528A625E83 OVERHEAD STOWAGE BINS - WITH HANDRAIL AND TWO
MAGAZINE RACKS ***
2529A051I65 ATTENDENT WORKSTATION - LAVATORY LA ***
2529A051J41 ATTENDANT WORKSTATION - LAVATORY LD ***
2530A051I60 G1 GALLEY ***
2530A051I61 G4B GALLEY ***
2530A051J46 GALLEY BFE/SPE COMPONENTS - CEA 737-700 ***
2530B636H94 MP - GALLEY REVISION - HIGH SPEED OVEN ***
2540A051K18 LD LAVATORY - WITH BIFOLD DOORS ***
2540A051K20 LE LAVATORY - WTTH BIFOLD DOORS ***
254OA051K21 LA LAVATORY ***
P.A. No.3032 A-1-5 S.A. 1
BOEING PROPRIETARY
Exhibit A-l to
Purchase Agreement No. 3032
Page 6
2005
$ Price
CR Title Per A/C
----------- -------------------------------------------------------- ----------
2552-000117 CARGO COMPARTMENT NETS WITH NYLON TYPE WEB SUPPORTS ***
2552-000233 FLOOR PANELS - FORWARD CARGO COMPARTMENT - 0.071 INCH
THICKNESS ALUMINUM ***
2552-000235 FLOOR PANELS - AFT CARGO COMPARTMENT - 0.071 THICKNESS ***
2552-000253 CEILING LINER - FORWARD CARGO COMPARTMENT - 0.030
THICKNESS BMS-8-223 ***
2552-000255 CEILING LINER - AFT CARGO COMPARTMENT - 0.030 THICKNESS
BMS-8-223 ***
2552-000259 UPPER SIDEWALL LINER - AFT CARGO COMPARTMENT - 0.045
THICKNESS BMS 8-2 ***
2552A244B65 SIDEWALL LINER - FORWARD CARGO COMPARTMENT - 0.045
THICKNESS BMS 8-2 ***
2552A244B66 LOWER SIDE WALL LINER - AFT CARGO COMPARTMENT - 0.045
THICKNESS BMS 8-2 ***
2552A244B67 STA 731 BULKHEAD - 0.045 THICKNESS BMS 8-2 ***
2560-000176 HALON FIRE EXTINGUISHER - FLIGHT DECK - XXXXXX XXXXX ***
25600-00178 PROTECTIVE BREATHING EQUIPMENT - FLIGHT DECK - XXXXX
AVIATION - P/N 802300-14-BFE/SPE ***
2560-000190 FLASHLIGHTS WITH SHIELD, TWO - FLIGHT DECK - DME - P/N
P2-07-0001-214-BFE/SPE ***
2560-000269 CREW LIFE VEST STOWAGE - FLIGHT DECK, SECOND OBSERVER -
CAPTAIN'S SEAT BACK ***
2560A331A83 CREW LIFE VESTS - FLIGHT DECK, WITH SECOND OBSERVER - AIR
CRUISERS - P/N 63600-537-BFE/SPE ***
2560C390A45 MP - PROTECTIVE BREATHING EQUIPMENT - FLIGHT DECK - BE
AEROSPACE IN LIEU OF XXXXX AVIATION ***
2560C465A64 MP -PROTECTIVE BREATHING EQUIPMENT - INSTALLATION -
FLIGHT DECK - B/E AEROSPACE - P/N 119003-11 SPE ***
2562A051M47 OVERWATER EMERGENCY EQUIPMENT - 134 PASSENGER
CONFIGURATION WITH 56-PERSON LIFERAFTS INSTALLED IN
OVERHEAD STOWAGEBINS ***
2562A625E58 OVER WATER EMERGENCY EQUIPMENT - THREE 56 PERSON LIFE
RAFTS IN THE CENTER OVERHEAD STOWAGE UNITS ***
2562C434A88 MP - OVERWATER EMERGENCY EQUIPMENT - INSTL - EIGHT INFANT
LIFE VESTS IN LIEU OF FOUR ***
2562C59IA76 MP - OVER WATER EMERGENCY EQUIPMENT - SPE ***
2564A051K51 DETACHABLE EMERGENCY EQUIPMENT - PASSENGER COMPARTMENT ***
2564B636A19 MP - DETACHABLE EMERGENCY EQUIPMENT LOCATION REVISIONS ***
2564B636K06 MP - DETACHABLE BMERGENCY EQUIPMENT - AFT WALL MOUNTED
SMOKEHOODS - BE AEROSPACE ***
2564C160B34 MP - DETACHABLE EMERGENCY EQUIPMENT - INSTL - PASSENGER
COMPARTMENT AM-SAFE EXTENSION/DEMO BELTS IN LIEU OF XXXXX
- BFE ***
2564C434B58 MP - SEAT BELT EXTENSION REPLACEMENT - AMSAFE - BFE ***
2613A051K14 LAVATORY SMOKE DETECTORS - 737 - PART NUMBER PU90-461 WITH
ATTENDANT CHIME/CALL LIGHT INTERFACE ***
P.A. No. 3032 A-1-6 S.A.1
BOEING PROPRIETARY
Exhibit A-l to
Purchase Agreement No. 3032
Page 7
2005
$ Price
CR Title Per A/C
----------- ----------------------------------------------------- ----------
2622-000047 APU FIRE EXTINGUISHER BOTTLE - COMMOM WITH ENGINES ***
2825-000002 COVER PLATE AND TUBING INSTALLATION - NO APU FUEL
BOOST PUMP ***
2841-000004 STANDARD FUEL SYSTEM ACCURACY - NO FUEL DENSITOMETERS ***
2841-000012 FUEL QUANTITY INDICATORS ON RIGHT WING FUELING PANEL ***
2844-000004 FUEL MEASURING STICKS IN LINEAR UNITS WITH CONVERSION
TABLES IN KILOGRAMS ***
2911-000041 ENGINE DRIVEN HYDRAULIC PUMPS WITH VESPEL SPLINE -
ABEX(10-62167) ***
2911-000043 AC MOTOR-DRIVEN HYDRAULIC PUMPS - ABEX (10-60556) ***
3041-000003 NO HEATED FLIGHT COMPARTMENT NUMBER 3 WINDOW ***
3131-000143 ACCELEROMETER - Honeywell P/N 000-0000-000 - BFE/SPE ***
3131-000187 DIGITAL FLIGHT DATA RECORDER - ALLIEDSIGNAL - 256
WORDS PER SECOND MAXIMUM DATA RATE -
P/N 000-0000-000 BFE/SPE ***
3131A218A54 DIGITAL FLIGHT DATA ACQUISITION UNIT (DFDAU) WITH
ACMS CAPABILITY AND INTEGRATED OPTICAL DISKETTE
DRIVE-TELEDYNE CONTROLS P/N 2233000-815-l -BFE/SPE ***
3132-000098 AIRBORNE DATA LOADER/RECORDER - ARINC 615 -
ALLIEDSIGNAL - 000-0000-000 BFE/SPE ***
3133-000045 MULTI-INPUT PRINTER - ALLIEDSIGNAL - ARINC 740 P/N
8055515-4507 - BFE/SPE ***
3133-000123 ARINC 740 PRINTER PROVISIONS IN THE FLIGHT DECK
AISLESTAND ***
3161-000070 ENGINE OIL QUANTITY DISPLAY - QUARTS - ENGINE DISPLAY ***
3161-000133 ENGINE FUEL FLOW - FULL TIME DISPLAY - PRIMARY ENGINE
DIAPLAY UNIT ***
3161-000163 CONTROL SURFACE POSITION INDICATION - SYSTEMS DISPLAY ***
3162-000018 ATTITUDE COMPARATOR - FLASHING - ADI ***
3162-000022 FLIGHT DIRECTOR COMMAND DISPLAY - SPLIT AXIS - ADI ***
3162-000028 RADIO ALTITUDE - BELOW ADI ***
3162-000030 RISING RUNWAY - DISPLAYED ON THE ADI ***
3162-000036 LANDING ALTITUDE REFERENCE BAR - PRIMARY FLIGHT
DISPLAY ***
3162-000040 BARO MINIMUMS POINTER - DISPLAYED ON SELECTION OF
RADIO ALTITUDE MINIMUMS - PRIMARY FLIGHT DISPLAY ***
3162-000044 TCAS RESOLUTION ADVISORY - VSI ***
3162-000046 SINGLE CHANNEL AUTOPILOT ANNUNCIATION - ABOVE ADI ***
3162-000051 ILS LOCALIZER DEVIATION EXPANDED SCALE - AUTOPILOT OR
FLIGHT DIRECTOR MODE ***
3162-000059 MAP MODE ORIENTATION - TRACK UP - NAVIGATION DISPLAY ***
3162-000064 RANGE ARCS - NAVIGATION DISPLAY ***
3162-000079 MANUALLY TUNED VOR SELECTED COURSE LINES DISPLAYED -
NAVIGATION DISPLAY ***
3162-000084 TCAS 3 NM RANGE RING - NAVIGATION DISPLAY ***
3162-000088 AIRSPEED BUG - ENABLED - 80 KNOT SETTING - MACH
AIRSPEED INDICATOR ***
P.A. No. 3032 A-1-7 S.A.1
BOEING PROPRIETARY
Exhibit A-l to
Purchase Agreement No. 3032
Page 8
2005
$ Price
CR Title Per A/C
----------- ------------------------------------------------ ----------
3162-000218 GROUND SPEED-DISPLAYED BELOW AIRSPEED TAPE
WHEN MACH NUMBERS NOT DISPLAYED - PLIMARY FLIGHT
DISPLAY ***
3162-000355 VI AURAL CALLOUT - FLIGHT DECK ***
3162A213A02 CDS DISPLAY - PFD/ND FORMAT - OVER AND UNDER
ENGINE PRESENTATION ***
3244-000008 SERVICE INTERPHONE CONNECTOR - EXTERNAL POWER
PANEL ***
3245-000043 BRAKES - STEEL - ALLIEDSIGNAL ***
3245-000091 WHEELS AND TIRES - MAIN LANDING GEAR - WHEELS
- ALLIEDSIGNAL - INSTALLATION WITH SFE 26 PR,
225 MPH TIRES ***
3245-000097 WHEELS AND TIRES - NOSE LANDING GEAR - WHEELS
- ALLEDSIGNAL - INSTALLATION WITH SFE 12 PR,
225 MPH RADIAL TIRES ***
3245A452B25 MP-MAIN LANDING GEAR-HIGH GROSS WEIGHT WHEELS
AND 28 PR TIRES-ALLIEDSIGNAL ***
3246-000018 BRAKE TEMPERATURE MONITORING SYSTEM ***
3321-000001 PASSENGER CABIN LIGHTING - SINGLE-ZONE CONTROL ***
3324A694F77 NO SMOKING SIGN - PERMANENT ILLUMINATION-
REVISION ***
3342-000033 NOSE GEAR TAXI LIGHT - NO AUTOMATIC SWITCHOFF
AT RETRACTION ***
3342-000035 NOSE GEAR TAXI LIGHT - 250-WATT ***
3350A704A19 EMERGENCY ESCAPE PATH LIGHTING - FLOOR MOUNTED
- PHOTOLUMINESCENT ***
3412-000022 DUAL ELEMENT NON-ASPIRATED TAT PROBE ***
3423-000023 STANDBY ATTITUDE INDICATOR - SEXTANT AVIONIQUE
- SFE ***
3423B370A66 MP-INSTALL INTEGRATED STANDBY FLIGHT DISPLAY ***
3430-000112 ILS/GPS MULTI-MODE RECEIVER(MMR) -
ALLIEDSIGNAL - P/N 066-50029 - 1101 - BFE/SPE ***
3430B859D32 MP - ILS/GPS MMR - REVISION - HONEYWELL MMR IN
LIEU OF ALLIEDSIGNAL - BFE ***
3431A136A66 VHF NAV/DME CONTROL PANEL - INSTALLATION -
BFE/SPE CABLES P/N G7500-03 ***
3433-000044 RADIO ALTIMETER(RA) - ALLIEDSIGNAL INC - P/N
000-00000-0000 - BFE/SPE ***
3433A083D65 MP-REPLACEMENT-THALES RADIO ALTIMETER IN LIEU
OF ALLIEDSIGNAL RADIO ALTIMETER ***
3443-000036 SINGLE WEATHER RADAR CONTROL PANEL -
ALLIEDSIGNAL P/N 2041223-0414 - BFE/SPE ***
3443A218A16 SINGLE WEATHER RADAR SYSTEM - WITH PREDICTIVE
WINDSHEAR - ALLIEDSIGNAL TRANSCEIVER P/N
000-00000-0000 - BFE/SPE ***
3443B446C15 MP - SINGLE WEATHER RADAR CONTROL PANEL
REVISION - ROCKWELL WITH MULTISCAN IN LIEU OF
ALLIEDSIGNAL - BFE ***
3443B446C16 MP - WEATHER RADAR - REPLACEMENT - MULTISCAN
CAPABLE WEATHER RADAR TRANCEIVER AND ANTENNA
DRIVE - ROCKWELL XXXXXXX IN LIEU OF
ALLIEDSIGNAL - BFE ***
3445A065A20 TCAS SYSTEM- ALLIEDSIGNAL TCAS COMPUTER P/N
066-50000- 2220 - TCAS CHANGE 7 COMPLIANT -
BFE/SPE ***
P.A. No. 3032 A-1-8 S.A. 1
BOEING PROPRIETARY
Exhibit A-1 to
Purchase Agreement No. 3032
Page 10
2005
$ Price
CR Title Per A/C
----------- ------------------------------------------------------ ----------
3461A425A40 FLIGHT MANAGEMENT COMPUTER SYSTEM (FMCS)- VERTICAL ***
NAVIGATION PROFILE- ""VNAV ALT""- ENABLE
3511-000002 CREW OXYGEN CYLINDER - 76 CU. FT. CAPACITY ***
3511-000012 REMOTE CREW OXYGEN FILL STATION ***
3511-000188 CREW OXYGEN MASKS - AUTOMATIC PRESSURE BREATHING TYPE- ***
CAPTAIN, FIRST OFFICER, AND TWO OBSERVERS - EROS -
BFE/SPE
3811-000016 POTABLE WATER - SMALL CAPACITY TANK - SERVICEABLE TO 40 ***
GALLONS
3811-000025 POTABLE WATER SYSTEM - ADDITIONAL FREEZE PROTECTION ***
3812-000002 NO WATER QUANTITY GAUGE - WATER SERVICE PANEL ***
3831-000024 NO XXXX WATER LEVEL DRAIN LINE ROUTING - FORWARD CARGO ***
HOLD
3832-000032 VACUUM WASTE SYSTEM - MONOGRAM TOILET ASSEMBLIES ***
3832-000077 SENSOR FOULED LIGHT - VACUUM WASTE SYSTEM SERVICE PANEL ***
3832-000078 NO WASTE, QUANTITY GAUGE - COVER PLATE ***
3910A637B86 AFT ELECTRONIC CONTROL PANEL ARRANGEMENT WITH ARINC 740 ***
PRINTER - CEA - 757-700
3920-000039 NO E6 RACK INSTALLATION - COMPLETION OF BASELINE ***
AIRLINE AFT CARGO COMPARTMENT
5200-000037 HOLD-OPEN LOCK (UP-TO-RELEASE) - ENTRY AND SERVICE ***
DOORS
5300-000027 UNDERSEAT FLOOR PANELS, LOW TRAFFIC CAPABILITY ***
5730C439A19 MP-WING TIP - INSTALL WINGLETS - AVIATION PARTNERS ***
BOEING (APB)-SPE
7110-000013 HAND PUMP FOR THRUST REVERSER COWL C-DUCTS - FLYAWAY ***
EQUIPMENT
7110A595A55 THRUST REVERSER DEACTIVATION KIT - 737-700 CEA ***
7200-000115 CFM56-7 ENGINES - 7B20 RATING ***
7200-000224 SINGLE ANNULAR COMBUSTOR - CFM56-7 ENGINES ***
7200-000415 CFMI INTERNATIONAL PROPULSION SYSTEM ***
7200A367B12 MP-CFM56-7 ENGINES WITH 7B22 RATING IN LIEU OF 7B24 ***
RATING
7200A795A43 MP -CFM56-7 ENGINES - 7B22 RATING IN LIEU OF 7B20 ***
7200B572C87 MP - ENGINE - CFM56-7 ENGINES - 7B24 RATING IN LEU OF ***
7B22
7700-000024 DEBRIS MONITORING SYSTEM - CFM56-7B ENGINES ***
7900-000116 LUBRICATING OIL-MOBIL JET II ***
MISC INTERIOR ALLOWANCE
OPTIONS: TOTALS: ***
251
P.A. NO. 3032 A-1-10 S.A.1
BOEING PROPRIETARY
AIRCRAFT CONFIGURATION
between
THE BOEING COMPANY
and
CHINA EASTERN AIRLINES CORPORATION, LTD.
Exhibit A-2 to Purchase Agreement Number 3032
BLOCK B AND BLOCK D AIRCRAFT
P.A. No. 3032 A-2 S.A.1
BOEING PROPRIETARY
AIRCRAFT CONFIGURATION
Dated APRIL 10, 2006
relating to
BOEING MODEL 737-89P AIRCRAFT
The Detail Specification is Boeing Detail Specification D019A001CEA38P-1
Revision B, dated October 3, 2005. Such Detail Specification will be comprised
to incorporate the Options listed below, including the effects on Manufacturer's
Empty Weight (MEW) and Operating Empty Weight (OEW). As soon as practicable,
Boeing will furnish to Customer copies of the Detail Specification, which copies
will reflect such Options. The Aircraft Basic Price reflects and includes all
effects of such Options, except such Aircraft Basic Price does not include the
price effects of any Buyer Furnished Equipment or Seller Purchased Equipment.
P.A. No. 3032 A-2-1 S.A.1
BOEING PROPRIETARY
(BOEING LOGO)
THE BOEING COMPANY
X.X. XXX 0000
Xxxxxxx, XX 00000-0000
0000-00X0
Xxxxx Eastern Airlines Corporation, Ltd.
0000 Xxxxxxxx Xxxx
Xxxxxxxx 000000
People's Republic of China
Subject: Aircraft Model Substitution
Reference: Purchase Agreement No. 3032 (the Purchase Agreement) between The
Boeing Company (Boeing) and China Eastern Airlines Corporation, Ltd.
(Customer) relating to Model 737-79P and 737 - 89P aircraft (the
Aircraft)
This letter agreement (Letter Agreement) amends and Supplements the Purchase
Agreement. All terms used but not defined in this Letter Agreement have the same
Meaning as in the Purchase Agreement.
Subject to the terms and conditions herein, Customer may substitute the purchase
of Boeing Model 737-800 aircraft (SUBSTITUTE AIRCRAFT) in place of any of the
Block A or Block C Aircraft. Correspondingly, Customer may substitute the
purchase of Boeing Model 737-700 aircraft (SUBSTITUTE AIRCRAFT) in place of any
of the Block B or Block D Aircraft.
1. Customer's Written Notice.
Customer will provide written notice of its intention to substitute the purchase
of an Aircraft with the purchase of a Substitute Aircraft,
(a) no later than the first day of the month that is twelve months prior to
the scheduled month of delivery of the Aircraft for which it will be
substituted, provided that a Substitute Aircraft has been previously certified
and delivered to Customer, or;
(b) no later than the first day of the month that is fifteen months prior
to the scheduled month of delivery of the Aircraft for which it will be
substituted, if a Substitute Aircraft has not been previously certified and
delivered to Customer.
P.A. No. 3032 BOEING PROPRIETARY S.A 1
China Eastern Airlines Corporation, Ltd.
3032-02R1
Page 2
2. Boeing's Production Capability.
Customer's substitution right is conditioned upon Boeing's having production
capability for the Substitute Aircraft in the scheduled delivery month of the
Aircraft for which it will be substituted.
Boeing will tentatively quote delivery positions for Substitute Aircraft to
allow Customer to secure quotes from Buyer Furnished Equipment vendors, and
Boeing to secure quotes from Seller Furnished Equipment vendors which supports
the required on-dock dates. If Boeing is unable to manufacture the Substitute
Aircraft in the scheduled delivery month of the Aircraft for which it will be
substituted, then Boeing shall promptly make a written offer of an alternate
delivery month for Customer's consideration and written acceptance within thirty
days of such offer.
3. Definitive Agreement.
Customer's substitution right and Boeing's obligation in this Letter Agreement
are further conditioned upon Customer's and Boeing's executing a definitive
agreement for the purchase of the Substitute Aircraft within thirty (30) days of
Customer's substitution notice to Boeing or of Customer's acceptance of an
alternate delivery month in accordance with paragraph 2. above.
4. Price and Advance Payments.
The Airframe Base Price, Optional Features Prices, Engine Price and Aircraft
Basic Price will be adjusted to Boeing's and the engine manufacturer's the__
current prices for such elements as of the date of execution of the definitive
purchase agreement for the Substitute Aircraft. The escalation indices and
methodology used to estimate the Advance Payment Base Prices will be adjusted to
Boeing's and the engine manufacturer's then-current provisions for such elements
as of the date of execution of the definitive purchase agreement for the
Substitute Aircraft.
If the Advance Payment Base Price for any Substitute Aircraft is higher than
that of the Aircraft, Customer will pay to Boeing the amount of the difference
as of the date of execution of the definitive agreement for the Substitute
Aircraft. If the Advance Payment Base Price of the Substitute Aircraft is lower
than that of the Aircraft, Boeing will retain any excess amounts previously paid
by Customer until the next payment is due from Customer, at which point Customer
may reduce the amount of such payment by the amount of the excess. In no case
will Boeing refund or pay interest on any excess amounts created by virtue of
Customer's exercise of the rights of substitution described in this agreement.
P.A. No. 3032 BOEING PROPRIETARY S.A 1
China Eastern Airlines Corporation, Ltd.
3032-02R1
Page 3
5. Confidential Treatment.
Customer understands that certain commercial and financial information contained
in this Letter Agreement are considered by Boeing as confidential. Customer
agrees that it will treat this Letter Agreement and the information contained
herein as confidential and will not, without the prior written consent of
Boeing, disclose this Letter Agreement or any information contained herein to
any other person or entity.
P.A. No. 3032 BOEING PROPRIETARY S.A 1
China Eastern Airlines Corporation, Ltd.
3032-02R1
Page 4
Very truly yours,
THE BOEING COMPANY
By /s/ X.X. Xxxxxx
----------------------------------
Its Attorney-In-Fact
ACCEPTED AND AGREED TO this
Date: , 2006
-------------------
CHINA EASTERN AIRLINES CORPORATION, LTD.
By /s/ Luo Chaogeng
----------------------------------
Its President
CHINA EASTERN AVIATION IMPORT & EXPORT
CORPORATION
By /s/ Fan Erning
----------------------------------
Its President
P.A. No. 3032 BOEING PROPRIETARY S.A 1
(BOEING LOGO)
THE BOEING COMPANY
X.X. Xxx 0000
Xxxxxxx, XX 00000-0000
6-1165-CKR-1122R1
China Eastern Airlines Corporation, Ltd.
0000 Xxxxxxxx Xxxx
Xxxxxxxx 000000
People's Republic of China
Subject: Liquidated Damages - Non-Excusable Delay
Reference: Purchase Agreement No. 3032 (the Purchase Agreement) between The
Boeing Company (Boeing) and China Eastern Airlines Corporation, Ltd.
(Customer) relating to Model 737-79P and 737-89P aircraft
(the, Aircraft)
This letter agreement (Letter Agreement) amends and supplements the Purchase
Agreement. All terms used but not defined in this Letter Agreement have the same
meaning as in the Purchase Agreement.
Definition of Terms:
NON-EXCUSABLE DELAY: Delay in delivery of any Aircraft beyond the last day of
the delivery month (Scheduled Delivery) established in the Purchase Agreement by
any cause that is not an Excusable Delay pursuant to Article 7 of the AGTA and
for which Customer is otherwise entitled to a remedy from Boeing pursuant to
applicable law.
1. LIQUIDATED DAMAGES
***
PA No. 3032 BOEING PROPRIETARY S.A.1
Liquidated_Damages_Non-Excusable_Delay
China Eastern Airlines Corporation, Ltd.
6-1165-CKR-1122R1
Page 2
2. Interest.
***
3. Right of Termination.
Customer will not have the right to refuse to accept delivery of any
Aircraft because of a Non-Excusable Delay unless and until the aggregate
duration of the Non-Excusable Delay for such Aircraft exceeds 180 days
(Non-Excusable Delay Period). After such Non-Excusable Delay Period, either
party may terminate the Purchase Agreement as to such Aircraft by written or
telegraphic notice given to the other.
4. Termination.
If the Purchase Agreement is terminated with respect to any aircraft for a
Non-Excusable Delay, Boeing will, in addition to paying Liquidated Damages and
Interest as described above, promptly repay to Customer the entire
principal amount of the advance payments received by Boeing for such Aircraft.
5. Exclusive Remedies.
The Liquidated Damages and Interest payable in accordance with Paragraphs 1
and 2 of this Letter Agreement, and Customers's right to terminate pursuant to
this Letter Agreement are Customer's exclusive remedies for a Non-Excusable
Delay and are in lieu of all other damages, claims, and remedies of Customer
arising at law or otherwise for any Non-Excusable Delay in the Aircraft
delivery. Customer hereby waives and renounces all other claims and remedies
arising at law or otherwise for any such Non-Excusable Delay.
P.A. No. 3032 BOEING PROPRIETARY S.A.1
Liquidated_Damages_Non-Excusable_Delay
China Eastern Airlines Corporation, Ltd.
6-1165-CKR-1122R1
Page 3
6. Confidential Treatment
Customer understands that certain commercial and financial information
contained in this Letter Agreement is considered by Boeing as confidental.
Customer agrees that it will treat this Letter Agreement and the information
contained herein as confidential and will not, without the prior written consent
of Boeing disclose this Letter Agreement or any information contained herein to
any other person or entity.
P.A. No. 3032 BOEING PROPRIETARY S.A.1
Liquidated_Damages_Non-Excusable_Delay
China Eastern Airlines Corporation, Ltd.
6-1165-CKR-1122R1
Page 4
Very truly yours,
THE BOEING COMPANY
By /s/ X.X. Xxxxxx
----------------------------------
Its Attorney-In-Fact
ACCEPTED AND AGREED TO this
Date: , 2006
------------------------
CHINA EASTERN AIRLINES CORPORATION,
LTD.
By /s/ Luo Chaogeng
----------------------------------
Its President
CHINA EASTERN AVIATION IMPORT &
EXPORT CORPORATION
By /s/ Fan Erning
----------------------------------
Its President
P.A. No.3032 BOEING PROPRIETARY S.A. 1
Liquidated_Damages_Non-Excusable_Delay
(BOEING LOGO)
THE BOEING COMPANY
X.X. Xxx 0000
Xxxxxxx, XX 00000-0000
6-1165-CKR-1123R1
China Eastern Airlines Corporation, Ltd.
0000 Xxxxxxxx Xxxx
Xxxxxxxx 000000
People's Republic of China
Subject: Aircraft Performance Guarantees -- Xxxxx X, Xxxxx X, Xxxxx X and
Block D Aircraft
Reference: Purchase Agreement No. 3032 (the Purchase Agreement) between The
Boeing Company (Boeing) and China Eastern Airlines Corporation, Ltd.
(Customer) relating to Model 737-79P and 737-89P aircraft (the
Aircraft)
This letter agreement (Letter Agreement) amends and supplements the Purchase
Agreement. All terms used but not defined in this Letter Agreement have the same
meaning as in the Purchase Agreement.
Boeing agrees to provide Customer with the performance guarantees in the
Attachment. These guarantees are exclusive and expire upon delivery of the
Aircraft to Customer.
Customer agrees not to disclose this Letter Agreement, attachments, or any other
information related to this Letter Agreement without prior written consent by
Boeing.
P.A No. 3032 BOEING PROPRIETARY S.A. 1
Aircraft Performance_Guarantees
China Eastern Airlines Corporation, Ltd.
6-1165-CKR-1123R1
Page 2
Very truly yours,
THE BOEING COMPANY
By /s/ X.X. Xxxxxx
----------------------------------
Its Attorney-In-Fact
ACCEPTED AND AGREED TO this
Date: , 2006
-------------------------
CHINA EASTERN AIRLINES CORPORATION,LTD.
By /s/ Luo Chaogeng
----------------------------------
Its President
CHINA EASTERN AVIATION IMPORT & EXPORT
CORPORATION
By /s/ Fan Erning
----------------------------------
Its President
P.A. No. 3032 BOEING PROPRIETARY S.A. 1
Aircraft Performance_Guarantees
Attachment A to Letter Agreement
No.6-1165-CKR-1123Rl
CFM56-7B22 Engines
Page 1
BLOCK A AND BLOCK C AIRCRAFT
MODEL 737-79P WITH WINGLETS PERFORMANCE GUARANTEES
FOR CHINA EASTERN AIRLINES CORPORATION, LTD.
SECTION CONTENTS
------- --------
1 AIRCRAFT MODEL APPLICABILITY
2 FLIGHT PERFORMANCE
3 MANUFACTURER'S EMPTY WEIGHT
4 AIRCRAFT CONFIGURATION
5 GUARANTEE CONDITIONS
6 GUARANTEE COMPLIANCE
7 EXCLUSIVE GUARANTEES
P.A. No. 3032 S.A. 1
AERO-B-BBA4-M05-1009A SS06-0130
Attachment A to Letter Agreement
No.6-1165-CKR-1123Rl
CFM56-7B22 Engines
Page 2
1 AIRCRAFT MODEL APPLICABILITY
The guarantees contained in this Attachment (the "Performance Guarantees")
are applicable to the 737-79P Aircraft with winglets and a maximum takeoff
weight of 140,000 pounds (63,502 kilograms), a maximum landing weight of
128,000 pounds (58,059 kilograms), a maximum zero fuel weight of 120,500
pounds (54,657 kilograms), a fuel capacity of 6,875 U.S. Gallons (26,024
liters), and equipped with Boeing furnished CFM56-7B22 engines.
2 FLIGHT PERFORMANCE
2.1 TAKEOFF
2.1.1 ***
2.1.2 ***
PA NO. 3032 S.A. 1
AERO-B-BBA4-M05.1009A SS06-0130
Attachment A to Letter Agreement
N0. 6-1165-CKR-1123R1
CFM56-7B22 Engines
Page 3
2.1.3 The FAA approved takeoff gross weight at the start of ground roll, at a
temperature of 35 degrees C, at an altitude of 75 feet, from a 11,811
foot runway, and satisfying the conditions defined below, and using
maximum takeoff thrust, shall not be less than the following guarantee
value:
***
Conditions:
***
2.2 Landing
***
2.3 Speed
***
P.A. No. 3032 S.A. 1
AERO-B-BBA4-MO5-1009A SS06-0130
Attachment A to Letter Agreement
No. 6-1165-CKR-1123R1
CFM56-7B22 Engines
Page 4
2.4 CRUISE FUEL MILEAGE
2.4.1 ***
2.4.2 ***
2.4.3 ***
P.A. No. 3032 S.A. 1
AERO-B-BBA4-M05-1009A SS06-0130
Attachment A to Letter Agreement
No. 6-1165-CKR-1123R1
CFM56-7B22 Engines
Page 5
2.5 ALL ENGINE CLIMB
***
Conditions and operating rules
***
Climb: ***
P.A. No. 3032 S.A. 1
AERO-B-BBA4-M05-1009A SS06-0130
Attachment A to Letter Agreement
No. 6-1165-CKR-1123R1
CFM56-7B22 Engines
Page 6
2.6 MISSION
2.6.1 MISSION PAYLOAD
***
P.A. No. 3032 S.A. 1
AERO-B-BBA4-M05-1009A SS06-0130
Attachment A to Letter Agreement
No.6-1165-CKR-1123R1
CFM56-7B22 Engines
Page 7
Cruise: ***
Descent: ***
Approach
and Landing
Maneuver: ***
P.A. No. 3032 S.A. 1
AERO-B-BBA4-M05-1009A SS06-0130
Attachment A to Letter Agreement
No.6-1165-CKR-1123R1
CFM56-7B22 Engines
Page 8
***
2.6.2 OPERATIONAL EMPTY WEIGHT BASIS
***
P.A. No. 3032 S.A. 1
AERO-B-BBA4-MO5-1009A SS06-0130
Attachment A to Letter Agreement
No. 6-1165-CKR-1123R1
CFM56-7B22 Engines
Page 9
2.63 737-700 WEIGHT SUMMARY - CHINA EASTERN AIRLINES
Pounds (Kilograms)
---------- -----------
Standard Model Specification MEW *** ***
Configuration Specification D019A001 Rev. C
dated April 28, 2000 *** ***
Developmental Changes to Configuration Specification *** ***
140 Tourist Class Passengers *** ***
CFM56-7 Engines *** ***
133,500 Pounds (60,554 kg.) Maximum Taxi Weight *** ***
6,875 U.S. Gallons (26,024 L) Fuel Capacity *** ***
Changes for China Eastern Airlines *** ***
Interior Change to 134 (8FC/126YC) Passengers*
(Ref: LOPS-377-1187) *** ***
Increase Maximum Taxi Weight to 140,500 lb. (63,729 kg.) *** ***
HGW Main Gear *** ***
60-Minute Standby Power Capability *** ***
Strengthened Cargo Compartment Panels and Linings *** ***
Audio and Video Entertainment System *** ***
Centerline Overhead Stowage *** ***
Winglets *** ***
Additional Accepted Change Requests *** ***
CHINA EASTERN AIRLINES MANUFACTURER'S EMPTY WEIGHT (MEW) *** ***
Standard and Operational Items Allowance
(Paragraph 2.6.4) *** ***
CHINA EASTERN AIRLINES OPERATIONAL EMPTY WEIGHT (OEW) *** ***
Quantity Pounds Pounds (Kilograms)
---------- ---------- ---------- -----------
First Class Doubles *** *** *** ***
Economy Class Triple *** *** *** ***
Economy Class Triple w/3 In-Arm Food Trays *** *** *** ***
P.A. No. 3032 S.A. 1
AERO-B-BBA4-M05-1009A SS06-0130
Attachment A to Letter Agreement
No. 6-1165-CKR-1123R1
CFM56-7B22 Engines
Page 10
2.6.4 STANDARD AND OPERATIONAL ITEMS ALLOWANCE
Qty Pounds Pounds Pounds (Kilograms)
---------- ---------- ---------- ---------- -----------
STANDARD ITEMS ALLOWANCE *** *** *** *** ***
Unusable Fuel *** *** *** *** ***
Oil *** *** *** *** ***
Oxygen Equipment *** *** *** *** ***
Passenger Portable *** *** *** *** ***
Crew Masks *** *** *** *** ***
Miscellaneous Equipment *** *** *** *** ***
Crash Axe *** *** *** *** ***
Megaphones *** *** *** *** ***
Flashlights *** *** *** *** ***
Smoke Hoods *** *** *** *** ***
Seat Belt Extension *** *** *** *** ***
Galley Structure & Fixed Inserts *** *** *** *** ***
OPERATIONAL ITEMS ALLOWANCE *** *** *** *** ***
Crew and Crew Baggage *** *** *** *** ***
Flight Crew *** *** *** *** ***
Cabin Crew *** *** *** *** ***
Baggage *** *** *** *** ***
Briefcases *** *** *** *** ***
Catering Allowance *** *** *** *** ***
First Class *** *** *** *** ***
Economy Class *** *** *** *** ***
Passenger Service Equipment *** *** *** *** ***
Portable Water - 40 USG *** *** *** *** ***
Waste Tank Disinfectant *** *** *** *** ***
Emergency Equipment *** *** *** *** ***
Escape Slides - Forward *** *** *** *** ***
Escape Slides - Aft *** *** *** *** ***
Lifevests - Passengers and Crew *** *** *** *** ***
Lifevests - Infant *** *** *** *** ***
Liferafts *** *** *** *** ***
ELT *** *** *** *** ***
TOTAL STANDARD AND OPERATIONAL ITEMS ALLOWANCE
P.A. No. 3032 S.A. 1
AERO-B-BBA4-M05-1009A SS06-0130
Attachment A to Letter Agreement
NO. 6-1165-CKR-1123R1
CFM56-7B22 Engines
Page 11
3 MANUFACTURER'S EMPTY WEIGHT
The Manufacturer's Empty Weight (MEW) is guaranteed not to exceed the value
in Section 03-60-00 of Detail Specification D019A001CEA37P-1 plus one
percent.
4 AIRCRAFT CONFIGURATION
4.1 The guarantees contained in this Attachment are based on the Aircraft
configuration as defined in Revision H of Detail Specification
D019A001CEA37P-1 (hereinafter referred to as the Detail Specification).
Appropriate adjustment shall be made for changes in such Detail
Specification approved by the Customer and Boeing or otherwise allowed by
the Purchase Agreement which cause changes to the flight performance and/or
weight and balance of the Aircraft. Such adjustment shall be accounted for
by Boeing in its evidence of compliance with the guarantees.
4.2 The Manufacture's Empty Weight guarantee of Section 3 will be adjusted by
Boeing for the following in its evidence of compliance with the guarantees:
(1) Changes to the Detail Specification or any other changes mutually
agreed upon between the Customer and Boeing or otherwise allowed by the
Purchase Agreement.
(2) The difference between the component weight allowances given in
Appendix IV of the Detail Specification and the actual weights.
5 GUARANTEE CONDITIONS
5.1 All guaranteed performance data are based on the ICAO International
Standard Atmosphere (ISA) and specified variations therefrom; altitudes are
pressure altitudes.
5.2 The FAA Regulations (FAR) referred to in this Attachment are, unless
otherwise specified, the 737-700 Certification Basis regulations specified
in the Type Certificate Data Sheet A16WE, Revision 33, dated March 8, 2002.
P.A. No. 3032 S.A. 1
AERO-B-BBA4-M05-1009A SS06-0130
Attachment A to Letter Agreement
No. 6-1165-CKR-1123R1
CFM56-7B22 Engines
Page 12
5.3 In the event a change is made to any law, governmental regulation or
requirement, or in the interpretation of any such law, governmental
regulation or requirement that affects the certification basis for the
Aircraft as described in Paragraph 5.2, and as a result thereof, a change
is made to the configuration and/or the performance of the Aircraft in
order to obtain certification, the guarantees set forth in this Attachment
shall be appropriately modified to reflect any such change.
5.4 The takeoff and landing guarantees, and the takeoff portion of the mission
guarantee are based on hard surface, level and dry runways with no wind or
obstacles, no clearway or stopway, 225 mph tires, with Category A brakes
and anti-skid operative, and with the Aircraft center of gravity at the
most forward limit unless otherwise specified. The takeoff performance is
based on no engine bleed for air conditioning or thermal anti-icing and the
Auxiliary Power Unit (APU) turned off unless otherwise specified. Balanced
field length calculations and the improved climb performance procedure will
be used for takeoff as required. The landing performance is based on the
use of automatic spoilers.
5.5 The speed, cruise fuel mileage, and all engine climb guarantees, and the
climb, cruise and descent portions of the mission guarantee include
allowances for normal power extraction and engine bleed for normal
operation of the air conditioning system. Normal electrical power
extraction shall be defined as not less than a 50 kilowatts total
electrical load. Normal operation of the air conditioning system shall be
defined as pack switches in the "Auto" position, the temperature control
switches in the "Auto" position that results in a nominal cabin temperature
of 75 degrees F, and all air conditioning systems operating normally. This
operation allows a maximum cabin pressure differential of 8.35 pounds per
square inch at higher altitudes, with a nominal Aircraft cabin ventilation
rate of 2,200 cubic feet per minute including passenger cabin recirculation
(nominal recirculation is 33 percent). The APU is turned off unless
otherwise specified.
5.6 The speed, cruise fuel mileage, and all engine climb guarantees, and the
climb, cruise and descent portions of the mission guarantee are based on an
Aircraft center of gravity location of 22.2 percent of the mean aerodynamic
chord.
5.7 Performance, where applicable, is based on a fuel Lower Heating Value (LHV)
of 18,580 BTU per pound and a fuel density of 6.5 pounds per US. gallon.
P.A. No. 3032 S.A. 1
AERO-B-BBA4-M05-1009A SS06-0130
Attachment A to Letter Agreement
NO. 6-1165-CKR-1123R1
CFM56-7B22 Engines
Page 13
6 GUARANTEE COMPLIANCE
6.1 Compliance with the guarantees of Sections 2 and 3 shall be based on the
conditions specified in those sections, the Aircraft configuration of
Section 4 and the guarantee conditions of Section 5. Guarantee compliance
will be shown for the units listed first, not for the units shown in
parentheses.
6.2 Compliance with the takeoff and landing guarantees and the takeoff portion
of the mission guarantee shall be based on the FAA approved Airplane
Flight Manual for the Model 737-700.
6.3 Compliance with the speed, cruise fuel mileage, and all engine climb
guarantees, and the climb, cruise and descent portions of the mission
guarantee shall be established by calculations based on flight test data
obtained from an aircraft in a configuration similar to that defined by
the Detail Specification.
6.4 Compliance with the Manufacturer's Empty Weight guarantee shall be based on
information in the "Weight and Balance Control and Loading Manual Aircraft
Report.
6.5 The data derived from tests shall be adjusted as required by conventional
methods of correction, interpolation or extrapolation in accordance with
established engineering practices to show compliance with these guarantees.
6.6 Compliance shall be based on the performance of the airframe and engines in
combination, and shall not be contingent on the engine meeting its
manufacturer's performance specification.
7 EXCLUSIVE GUARANTEES
The only performance guarantees applicable to the Aircraft are those set
forth in this Attachment.
P.A. No. 3032 S.A. 1
AERO-B-BBA4-M05-1009A SS06-0130
Attachment B to Letter Agreement
No. 6-1165-CKR-1123R1
CFM56-7B26 Engines
Page 1
BLOCK B AND BLOCK D AIRCRAFT
MODEL 737-89P WITH WINGLETS PERFORMANCE GUARANTEES
FOR CHINA EASTERN AIRLINES CORPORATION, LTD.
SECTION CONTENTS
------- --------
1 AIRCRAFT MODEL APPLICABILITY
2 FLIGHT PERFORMANCE
3 MANUFACTURER'S EMPTY WEIGHT
4 AIRCRAFT CONFIGURATION
5 GUARANTEE CONDITIONS
6 GUARANTEE COMPLIANCE
7 EXCLUSIVE GUARANTEES
P.A. No. 3032 S.A. 1
AERO-B-BBA4-M05-1011 SS05-0599
Attachment B to Letter Agreement
No. 6-1165-CKR-1123R1
CFM56-7B26 Engines
Page 2
1 AIRCRAFT MODEL APPLICABILITY
The guarantees contained in this Attachment (the "Performance Guarantees")
are applicable to the 737-89P Aircraft with winglets and a maximum takeoff
weight of 164,000 pounds (74,389 kilograms), a maximum landing weight of
144,000 pounds (65,317 kilograms), a maximum zero fuel weight of 136,000
pounds (61,688 kilograms), a fuel capacity of 6,875 U.S. Gallons (26,024
liters), and equipped with Boeing furnished CFM56-7B26 engines.
2 FLIGHT PERFORMANCE
2.1 TAKEOFF
2.1.1 ***
2.1.2 ***
P.A. No. 3032 S.A. 1
AERO-B-BBA4-M05-1011 SS05-0599
Attachment B to Letter Agreement
No. 6-1165-CKR-1123R1
CFM56-7B26 Engines
Page 3
***
2.1.3 The FAA approved takeoff gross weight at the start of ground roll, at a
temperature of 35 degrees C, at an altitude of 75 feet, from a 11,811 foot
runway, and satisfying the conditions defined below, and using maximum
takeoff thrust, shall not be less than the following guarantee value:
***
Conditions:
***
2.2 LANDING
***
2.3 SPEED
***
P.A. No. 3032 S.A. 1
AERO-B-BBA4-M05-1011 SS05-0599
Attachment B to Letter Agreement
No. 6-1165-CKR-1123R1
CFM56-7B26 Engines
Page 4
***
P.A. No. 3032 S.A.1
AERO-B-BBA4-M05-1011 SS05-0599
Attachment B to Letter Agreement
No. 6-1165-CKR-1123R1
CFM56-7B26 Engines
Page 5
2.4 CRUISE FUEL MILEAGE
2.4.1 ***
2.4.2 ***
2.4.3 ***
P.A. No. 3032 S.A.1
AERO-B-BBA4-M05-1011 SS05-0599
Attachment B to Letter Agreement
No. 6-1165-CKR-1123R1
CFM56-7B26 Engines
Page 6
2.5 ALL ENGINE CLIMB
***
Conditions and operating rules:
***
Climb: ***
P.A. No. 3032 S.A.1
AERO-B-BBA4-M05-1011 SS05-0599
Attachment B to Letter Agreement
No. 6-1165-CKR-1123R1
CFM56-7B26 Engines
Page 7
2.6 MISSION
2.6.1 MISSION PAYLOAD
***
P.A. No. 3032 S.A.1
AERO-B-BBA4-M05-1011 SS05-0599
Attachment B to Letter Agreement
No. 6-1165-CKR-1123R1
CFM56-7B26 Engines
Page 8
Cruise: ***
Descent: ***
Approach and Landing Maneuver: ***
P.A. No. 3032 S.A.1
AERO-B-BBA4-M05-1011 SS05-0599
Attachment B to Letter Agreement
No. 6-1165-CKR-1123R1
CFM56-7B26 Engines
Page 9
***
2.6.2 OPERATIONAL EMPTY WEIGHT BASIS
***
P.A. No. 3032 S.A.1
AERO-B-BBA4-M05-1011 SS05-0599
Attachment B to Letter Agreement
No. 6-1165-CKR-1123R1
CFM56-7B26 Engines
Page 10
2.6.3 737-800 WITH WINGLETS WEIGHT SUMMARY - CHINA EASTERN AIRLINES
Pounds (Kilograms)
---------- -----------
Standard Model Specification MEW *** ***
Configuration Specification D019A001 Rev.F
dated August 29, 2003 *** ***
175 Tourist Class Passengers *** ***
CFM56-7 Engines *** ***
156,000 Pounds (70,760 kg.) Maximum Taxi Weight *** ***
6,875 U.S. Gallons (26,024.1) Fuel Capacity *** ***
Changes for China Eastern Airlines *** ***
Interior Change to 158 (20FC/138YC) Passengers*
(Ref: LOPS-378-1399) *** ***
Increase Maximum Taxi Weight to 164,500 lb (74,615 kg.) *** ***
Winglets *** ***
60-Minute Standby Power Capability. *** ***
Strengthened Cargo Compartment Panels and Linings *** ***
Audio and Video Entertainment System *** ***
Centerline Overhead Stowage *** ***
Additional Accepted Change Requests *** ***
CHINA EASTERN AIRLINES MANUFACTURER'S EMPTY WEIGHT(MEW) *** ***
Standard and Operational Items Allowance
(Paragraph 2.6.4) *** ***
CHINA EASTERN AIRLINES OPERATIONAL EMPTY WEIGHT(OEW) *** ***
Quantity Pounds Pounds (Kilograms)
---------- ---------- ---------- -----------
* Seat Weight Included:
First Class Doubles *** *** *** ***
Economy Class Triple *** *** *** ***
Economy Class Triple w/3 In-Arm Food Trays *** *** *** ***
P.A. No. 3032 S.A.1
AERO-B-BBA4-M05-1011 SS05-0599
Attachment B to Letter Agreement
No. 6-1165-CKR-1123R1
CFM56-7B26 Engines
PAGE 11
2.6.4 STANDARD AND OPERATIONAL ITEMS ALLOWANCE
Qty Pounds Pounds Pounds (Kilograms)
---------- ---------- ---------- ---------- -----------
STANDARD ITEMS ALLOWANCE *** *** *** *** ***
Unusable Fuel *** *** *** *** ***
Oil *** *** *** *** ***
Oxygen Equipment *** *** *** *** ***
Passenger Portable *** *** *** *** ***
Crew Masks *** *** *** *** ***
Miscellaneous Equipment *** *** *** *** ***
Crash Axe *** *** *** *** ***
Megaphones *** *** *** *** ***
Flashlights *** *** *** *** ***
Smoke Hoods *** *** *** *** ***
Demo Pouch *** *** *** *** ***
Seat Belt Extension *** *** *** *** ***
Galley Structure & Fixed Inserts *** *** *** *** ***
OPERATIONAL ITEMS ALLOWANCE *** *** *** *** ***
Crew and Crew Baggage *** *** *** *** ***
Flight Crew *** *** *** *** ***
Cabin Crew *** *** *** *** ***
Baggage *** *** *** *** ***
Briefcases *** *** *** *** ***
Catering Allowance *** *** *** *** ***
First Class *** *** *** *** ***
Economy Class *** *** *** *** ***
Passenger Service Equipment *** *** *** *** ***
Potable Water - 60 USG *** *** *** *** ***
Waste Tank Disinfectant *** *** *** *** ***
Emergency Equipment *** *** *** *** ***
Escape Slides - Forward *** *** *** *** ***
Escape Slides - Aft *** *** *** *** ***
Lifevests - Passengers and Crew *** *** *** *** ***
Lifevests - Infant *** *** *** *** ***
Liferafts *** *** *** *** ***
ELT *** *** *** *** ***
TOTAL STANDARD AND OPERATIONAL ITEMS ALLOWANCES *** *** *** *** ***
P.A. No. 3032 S.A. 1
AERO-B-BBA4-M05-1011 SS05-0599
Attachment B to Letter Agreement
No. 6-1165-CKR-1123R1
CFM56-7B26 Engines
Page 12
3 MANUFACTURER'S EMPTY WEIGHT
The Manufacturer's Empty Weight (MEW) is guaranteed not to exceed the value
in Section 03-60-00 of Detail Specification D019A001CEA38P-2 plus one
percent.
4 AIRCRAFT CONFIGURATION
4.1 The guarantees contained in this Attachment are based on the, Aircraft
configuration as defined in Revision B of Detail Specification
D019A001CEA38P-2 (hereinafter referred to as the Detail Specification).
Appropriate adjustment shall be made for changes in such Detail
Specification approved by the Customer and Boeing or otherwise allowed by
the Purchase Agreement which cause changes to the flight performance and/or
weight and balance of the Aircraft. Such adjustment shall be accounted for
by Boeing in its evidence of compliance with the guarantees.
4.2 The Manufacturer's Empty Weight guarantee of Section 3 will be adjusted by
Boeing for the following in its evidence of compliance with the guarantees:
(1) Changes to the Detail Specification or any other changes mutually
agreed upon between the Customer and Boeing or otherwise allowed by the
Purchase Agreement.
(2) The difference between the component weight allowances given in
Appendix IV of the Detail Specification and the actual weights.
5 GUARANTEE CONDITIONS
5.1 All guaranteed performance data are based on the ICAO International
Standard Atmosphere (ISA) and specified variations therefrom; altitudes are
pressure altitudes.
5.2 The FAA Regulations (FAR) referred to in this Attachment are, unless
otherwise specified, the 737-800 Certification Basis regulations specified
in the Type Certificate Data Sheet A16WE, Revision 33, dated March 8, 2002.
P.A. No. 3032 S.A. 1
AERO-B-BBA4-M05-1011 SS05-05599
Attachment B to Letter Agreement
No. 6-1165-CKR-1123R1
CFM56-7B26 Engines
Page 13
5.3 In the event a change is made to any law, governmental regulation or
requirement, or in the interpretation of any such law, governmental
regulation or requirement that affects the certification basis for the
Aircraft as described in Paragraph 5.2, and as a result thereof, a change
is made to the configuration and/or the performance of the Aircraft in
order to obtain certification, the guarantees set forth in this Attachment
shall be appropriately modified to reflect any such change.
5.4 The takeoff and landing guarantees, and the takeoff portion of the mission
guarantee are based on hard surface, level and dry runways with no wind or
obstacles, no clearway or stopway, 225 mph tires, with Category C brakes
and anti-skid operative, and with the Aircraft center of gravity at the
most forward limit unless otherwise specified. The takeoff performance is
based on no engine bleed for air conditioning or thermal anti-icing and the
Auxiliary Power Unit (APU) turned off unless otherwise specified. Balanced
field length calculations and the improved climb performance procedure will
be used for takeoff as required. The landing performance is based on the
use of automatic spoilers.
5.5 The speed, cruise fuel mileage, and all engine climb guarantees, and the
climb, cruise and descent portions of the mission guarantee include
allowances for normal power extraction and engine bleed for normal
operation of the air conditioning system. Normal electrical power
extraction shall be defined as not less than a 50 kilowatts total load.
Normal operation of the air conditioning system shall be defined as pack
switches in the "Auto" position, the temperature control switches in the
"Auto" position that results in a nominal cabin temperature of 75 degrees
F, and all air conditioning systems operating normally. This operation
allows a maximum cabin pressure differential of 8.35 pounds per square inch
at higher altitudes, with a nominal Aircraft cabin ventilation rate of
3,300 cubic feet per minute including passenger cabin recirculation
(nominal recirculation is 47 percent). The APU is turned off unless
otherwise specified.
5.6 The speed, cruise fuel mileage, and all engine climb guarantees, and the
climb, cruise and descent portions of the mission guarantee are based on an
Aircraft center of gravity location of 26.2 percent of the mean aerodynamic
chord.
5.7 Performance, where applicable, is based on a fuel Lower Heating Value (LHV)
of 18,580 BTU per pound and a fuel density of 6.5 pounds per U.S. gallon.
P.A. No. 3032 S.A.1
AERO-B-BBA4-M05-1011 SS05-0599
Attachment B to Letter Agreement
No. 6-1165-CKR-1123R1
CFM56-7B26 Engines
Page 14
6 GUARANTEE COMPLIANCE
6.1 Compliance with the guarantees of Sections 2 and 3 shall be based on the
conditions specified in those sections, the Aircraft configuration of
Section 4 and the guarantee conditions of Section 5. Guarantee compliance
will be shown for the units listed first, not for the units shown in
parentheses.
6.2 Compliance with the takeoff and landing guarantees and the takeoff portion
of the mission guarantee shall be based on the FAA approved Airplane Flight
Manual for the Model 737-800.
6.3 Compliance with the speed, cruise fuel mileage, and all engine climb
guarantees, and the climb, cruise and descent portions of the mission
guarantee shall be established by calculations based on flight test data
obtained from an aircraft in a configuration similar to that defined by the
Detail Specification.
6.4 Compliance with the Manufacturer's Empty Weight guarantee shall be based on
information in the "Weight and Balance Control and Loading Manual-Aircraft
Report."
6.5 The data derived from tests shall be adjusted as required by conventional
methods of correction, interpolation or extrapolation in accordance with
established engineering practices to show compliance with these guarantees.
6.6 Compliance shall be based on the performance of the airframe and engines in
combination, and shall not be contingent on the manufacturer's performance
specification.
7 EXCLUSIVE GUARANTEES
The only performance guarantees applicable to the Aircraft are those set
forth in this Attachment.
P.A. No. 3032 S.A.1
AERO-B-BBA4-M05-1011 SS05-0599
(BOEING LOGO)
The Boeing Company
X.X. Xxx 0000
Xxxxxxx, XX 00000-0000
6-1165-CKR-1125R1
China Eastern Airlines Corporation, Ltd.
0000 Xxxxxxxx Xxxx
Xxxxxxxx 000000
People's Republic of China
Subject: Special Matters
Reference: Purchase Agreement No. 3032 (the Purchase Agreement) between The
Boeing Company (Boeing) and China Eastern Airlines Corporation, Ltd.
(Customer) relating to Model 737-79P and 737-89P aircraft (the
Aircraft)
This letter agreement (Letter Agreement) amends and supplements the Purchase
Agreement. All terms used but not defined in this Letter Agreement have the same
meaning as in the Purchase Agreement.
***
P.A. No. 3032 BOEING PROPRIETARY S.A. 1
Special_Matters
China Eastern Airlines Corporation, Ltd.
6-1165-CKR-1125R1
Page 2
***
P.A. No. 3032 BOEING PROPRIETARY S.A. 1
Special_Matters
China Eastern Airlines Corporation, Ltd.
6-1165-CKR-1125R1
Page 3
3. ***
***
P.A. No. 3032 BOEING PROPRIETARY S.A. 1
Special_Matters
China Eastern Airlines Corporation, Ltd.
6-1165-CKR-1125R1
Page 4
5. Assignment. The Credit Memoranda described in this Letter Agreement are
provided as a financial accommodation to Customer in consideration of
Customer's becoming the operator of the Aircraft, and cannot be assigned,
in whole or in part, without the prior written consent of The Boeing
Company.
6. Confidential Treatment. Customer understands that certain commercial and
financial information contained in this Letter Agreement is considered by
Boeing as confidential. Customer agrees that it will treat this Letter
Agreement and the information contained herein as confidential and will
not, without the prior written consent of Boeing, disclose this Letter
Agreement or any information contained herein to any other person or
entity.
P.A. No. 3032 BOEING PROPRIETARY S.A. 1
Special_Matters
China Eastern Airlines Corporation, Ltd.
6-1165-CKR-1125R1
Page 5
Very truly yours,
THE BOEING COMPANY
By /s/ X.X. Xxxxxx
----------------------------------
Its Attorney-In-Fact
ACCEPTED AND AGREED TO this
Date: , 2006
-------------------------
CHINA EASTERN AIRLINES CORPORATION,
LTD.
By /s/ Luo Chaogeng
----------------------------------
Its
---------------------------------
CHINA EASTERN AVIATION IMPORT &
EXPORT CORPORATION
By /s/ Fan Erning
----------------------------------
Its
---------------------------------
P.A. NO. 3032 BOEING PROPRIETARY S.A. 1
SPECIAL MATTERS
(BOEING LOGO)
THE BOEING COMPANY
P. X. Xxx 0000
Xxxxxxx, XX 00000-0000
6-1165-CKR-1126R1
China Eastern Airlines Corporation, Ltd.
0000 Xxxxxxxx Xxxx
Xxxxxxxx 000000
People's Republic of China
Subject: Payment Matters
Reference: Purchase Agreement No. 3032 (the Purchase Agreement) between The
Boeing Company (Boeing) and China Eastern Airlines Corporation, Ltd.
(Customer) relating to Model 737-79P and 737-89P aircraft
(the Aircraft)
This letter agreement (Letter Agreement) amends and supplements the purchase
Agreement. All terms used but not defined in this Letter Agreement have the same
meaning as in the Purchase Agreement.
1. Advance Payments for the Aircraft.
1.1 Deferral. It is understood that Customer's ability to make advance
payments described in Article 4.2 of the purchase Agreement may be impacted due
to monetary issues, therefore Boeing agrees that all advance payments due on the
effective date of the Purchase Agreement, as specified in Article 4.2, and those
shall become due until payment is actually made, may be referred until ten
business days after Customer obtains government approval, by which time Customer
will pay all advance payments specified in the Purchase Agreement as being due
on or before that date.
1.2 Default Interest. ***
P.A. NO. 3032 BOEING PROPRIETARY S.A. 1
Payment Matters
China Eastern Airlines Corporation, Ltd.
6-1165-CKR-1126R1
Page 2
2. Alternative Methodology.
In the event that circumstances described in paragraph 1.2 above occur,
Customer and Boeing agree that Customer may exercise an alternative method of
compensation to Boeing. Such alternative method is described below.
2.1 ***
2.2 Default Procedure. In the event that Customer fails to make the
accelerated advance payments in the amounts and on the dates established by the
parties, or if the parties are unable to agree on the dates and amounts for the
accelerated advance payments, the Customer shall pay interests described in
paragraph 1.2 above.
3. Confidential Treatment.
Customer understands that certain commercial and financial information
contained in this Letter Agreement are considered by Boeing as confidential.
Customer agrees that it will treat this Letter Agreement and the information
contained herein as confidential and will not, without the prior written consent
of Boeing, disclose this Letter Agreement or any information contained herein
to any other person or entity.
P.A. No. 3032 BOEING PROPRIETARY S.A. 1
Payment Matters
China Eastern Airlines Corporation, Ltd.
6-1165-CKR-1126R1
Page 3
Very truly yours,
THE BOEING COMPANY
By /s/ X.X. Xxxxxx
-------------------------------------
Its Attorney-In-Fact
ACCEPTED AND AGREED TO this
Date: , 2006
-------------------------
CHINA EASTERN AIRLINES CORPORATION, LTD.
By /s/ Luo Chaogeng
-------------------------------------
Its
------------------------------------
CHINA EASTERN AVIATION IMPORT &
EXPORT CORPORATION
By /s/ Fan Erning
-------------------------------------
Its
------------------------------------
P.A. No. 3032 BOEING PROPRIETARY S.A. 1
Payment Matters
(BOEING LOGO)
THE BOEING COMPANY
X.X. Xxx 0000
Xxxxxxx, XX 00000-0000
6-1165-CKR-1127R1
China Eastern Airlines Corporation, Ltd.
0000 Xxxxxxxx Xxxx
Xxxxxxxx 000000
People's Republic of China
Subject: Incorporation Into China 2005 737 Package Purchase
Reference: Purchase Agreement No. 3032 (the Purchase Agreement) between The
Boeing Company (Boeing) and China Eastern Airlines Corporation, Ltd.
(Customer) relating to Model 737-79P and 737-89P aircraft (the
Aircraft)
This Letter Agreement amends and supplements the Purchase Agreement. All terms
used but not defined in this Letter Agreement have the same meaning as in the
Purchase Agreement.
1. Definitions.
***
2. Existing Agreement.
***
P.A. NO. 3032 BOEING PROPRIETARY S.A. 1
Incorporation_Into_Package_Agreement
China Eastern Airlines Corporation, Ltd.
6-1165-CKR-1127R1
Page 2
3. Possibility of Future China 2005 737 Package Purchase.
***
4. Applicability of China 2005 737 Package Purchase to Customer.
***
5. Limitations of Applicability of China 2005 737 Package Purchase Terms.
***
6. Expiration.
***
P.A. NO. 3032 BOEING PROPRIETARY S.A. 1
Incorporation_Into_Package_Agreement
China Eastern Airlines Corporation, Ltd.
6-1165-CKR-1127R1
Page 3
7. Confidential Treatment.
Boeing and Customer understands that certain information contained in this
Letter Agreement is considered to be confidential. The parties agree that they
will treat this Letter Agreement and the information contained herein as
confidential and will not, without the prior written consent of the other
parties, disclose this Letter Agreement or any information contained herein to
any other person or entity except, (1) to those of their respective legal
counsel, auditors, accountants, insurance brokers and other advisers who have a
need to know the information for purpose of interpreting Customer's rights or
interpreting or performing Customer's obligations under the Purchase Agreement,
subject to such parties' written agreements that they will treat the information
as confidential, (2) to a bank for the sole purpose of financing of the purchase
of such Aircraft and subject to such bank's written agreement that it will treat
the information as confidential, (3) as required by the rules of any stock
market applicable to the parties on condition that the party wishing to make
such disclosure shall first use reasonable efforts to seek relief from the risk
of disclosure to competitors or others with whom either of the parties has
business relations of information which might be detrimental to the interest of
either of the parties, or (4) as may be required by applicable law.
P.A. No. 3032 BOEING PROPRIETARY S.A. 1
Incorporation_Into_Package_Agreement
China Eastern Airlines Corporation, Ltd.
6-1165-CKR-1127R1
Page 4
Very truly yours,
THE BOEING COMPANY
By /s/ X.X. Xxxxxx
----------------------------------
Its Attorney-In-Fact
ACCEPTED AND AGREED TO this
Date: , 2006
-------------------------
CHINA EASTERN AIRLINES CORPORATION, LTD.
By /s/ Luo Chaogeng
----------------------------------
Its President
CHINA EASTERN AVIATION IMPORT & EXPORT
CORPORATION
By /s/ Fan Erning
----------------------------------
Its President
P.A. No. 3032 BOEING PROPRIETARY S.A. 1
Incorporation_Into_Package_Agreement
(BOEING LOGO)
THE BOEING COMPANY
X.X. Xxx 0000
Xxxxxxx, XX 00000-0000
6-1165-CKR-1128R1
China Eastern Airlines Corporation, Ltd.
0000 Xxxxxxxx Xxxx
Xxxxxxxx 000000
People's Republic of China
Subject: China 2005 737 Package Purchase
Reference: Purchase Agreement No. 3032 (the Purchase Agreement) between The
Boeing Company (Boeing) and China Eastern Airlines Corporation, Ltd.
(Customer) relating to Model 737-79P and 737-89P aircraft (the
Aircraft)
This letter agreement (Letter Agreement) amends and supplements the Purchase
Agreement. All terms used but not defined in this Letter Agreement have the same
meaning as in the Purchase Agreement.
Boeing has established terms and conditions that define the "CHINA 2005 737
PACKAGE PURCHASE". Subject to those terms, Boeing agrees to consider the total
quantity of model 737 aircraft purchased by two or more Chinese airlines on or
before April 30, 2006, and to provide special business incentives if the
combined quantity of model 737 aircraft purchased is equal to or greater than
one hundred fifty(150) aircraft. The terms for the China 2005 737 Package
Purchase are set forth below.
1. China 2005 737 Package Purchase.
The following terms define the China 2005 737 Package Purchase.
1.1 All model 737 aircraft must be under definitive agreement, recieved
Chinese Government approval, board of directors approvals and
shareholder approvals by March 31, 2006.
1.2 All aircraft must be Model 737-700, 737-800 or 737-900ER aircraft.
P.A. No. 3032 BOEING PROPRIETARY S.A. 1
China_2005_737_Package_Purchase
China Eastern Airlines Corporation, Ltd.
6-1165-CKR-1128R1
Page 2
1.3 The Base Airframe Price shall be as set forth in Table 1, Table 2,
Table 3 and Table 4 to the Purchase Agreement.
1.4 The special business incentives, as they apply to Customer, shall be
as set forth in Letter Agreement 6-1165-CKR-1129R1, Special Matters -
China 2005 737 Package Purchase, to the Purchase Agreement.
1.5 The aircraft delivery positions, as they apply to Customer, shall be
as set forth in Table 1, Table 2, Table 3 and Table 4 to the Purchase
Agreement.
1.6 The total number of model 737 aircraft purchased by the combined
Chinese airlines shall be not less than one hundred fifty (150)
airplanes.
2. Complete Requirements.
The establishment of the China 2005 737 Package Purchase requires that all
terms listed in paragraph 1 be satisfied. If any of the terms are not met, the
China 2005 737 Package Purchase will not be created, and the business incentives
referenced in paragraph 1 shall become null and void.
3. Confidential Treatment.
Customer understands that certain commercial and financial information
contained in this Letter Agreement is considered by Boeing as confidential.
Customer agrees that it will treat this Letter Agreement and the information
contained herein as confidential and will not, without the prior written consent
of Boeing disclose this Letter Agreement or any information contained herein to
any other person or entity.
P.A. No. 3032 BOEING PROPRIETARY S.A. 1
China_2005_737_Package_Purchase
China Eastern Airlines Corporation, Ltd.
6-1165-CKR-1128R1
Page 3
Very truly yours,
THE BOEING COMPANY
By /s/ X.X. Xxxxxx
----------------------------------
Its Attorney-In-Fact
ACCEPTED AND AGREED TO this
Date: , 2006
-------------------------
CHINA EASTERN AIRLINES CORPORATION, LTD.
By /s/ Luo Chaogeng
----------------------------------
Its President
CHINA EASTERN AVIATION IMPORT & EXPORT
CORPORATION
By /s/ Fan Erning
----------------------------------
Its President
P.A. No. 3032 BOEING PROPRIETARY S.A. 1
China_2005_737_Package_Purchase
(BOEING LOGO)
THE BOEING COMPANY
X.X. Xxx 0000,
Xxxxxxx, XX 00000-0000
6-1165-CKR-1129R1
China Eastern Airlines Corporation, Ltd.
0000 Xxxxxxxx Xxxx
Xxxxxxxx 000000
People's Republic of China
Subject: Special Matters - China 2005 737 Package Purchase
Reference: Purchase Agreement No. 3032 (the Purchase Agreement) between The
Boeing Company (Boeing) and China Eastern Airlines Corporation, Ltd.
(Customer) relating to Model 737-79P and 737-89P aircraft (the
Aircraft)
This letter agreement (Letter Agreement) amends and supplements the
Purchase Agreement. All terms used but not defined in this Letter Agreement have
the same meaning as in the Purchase Agreement.
The credit memoranda described herein are provided by Boeing in
consideration of the purchase of a combined quantity of not less than one
hundred fifty (150) 737 aircraft by the airlines of China in the China 2005 737
Package Purchase, as set forth in Letter Agreement 0-0000-XXX-0000X0, Xxxxx 2005
737 Package Purchase, to the Purchase Agreement.
In the event all the terms of the China 2005-737 Package Purchase are
satisfied, the credit memoranda described herein shall apply to the aircraft in
lieu of those set forth in Letter Agreement 6-1165-CKR-1125R1, Special Matters,
to the Purchase Agreement.
***
P.A. No. 3032 BOEING PROPRIETARY
Special_Matters-China_2005_737_Package_Purchase
China Eastern Airlines Corporation, Ltd.
6-1165-CKR-1129R1
Page 2
***
2. ***
P.A. No. 3032 BOEING PROPRIETARY S.A. 1
Special_Matters-China_2005_737_Package_Purchase
China Eastern Airlines Corporation, Ltd.
6-1165-CKR-1129R1
Page 3
4. Confidential Treatment.
Customer understands that certain commercial and financial information
contained in this Letter Agreement is considered by Boeing as confidential.
Customer agrees that it will treat this Letter Agreement and the information
contained herein as confidential and will not, without the prior written consent
of Boeing, disclose this Letter Agreement or any information contained herein to
any other person or entity.
P.A. No. 3032 BOEING PROPRIETARY S.A. 1
Special_Matters-China_2005_737_Package_Purchase
China Eastern Airlines Corporation, Ltd.
6-1165-CKR-1129R1
Page 4
Very truly yours,
THE BOEING COMPANY
By /s/ X.X. Xxxxxx
----------------------------------
Its Attorney-In-Fact
ACCEPTED AND AGREED TO this
Date: , 2006
-------------------------
CHINA EASTERN AIRLINES CORPORATION, LTD.
By /s/ Luo Chaogeng
----------------------------------
Its President
CHINA EASTERN AVIATION IMPORT & EXPORT
CORPORATION
By /s/ Fan Erning
----------------------------------
Its President
P.A. No. 3032 BOEING PROPRIETARY S.A. 1
Special_Matters-China_2005_737_Package_Purchase
(BOEING LOGO)
The Boeing Company
X.X. Xxx 0000
Xxxxxxx, XX 00000-0000
0-0000-XXX-0000
Xxxxx Eastern Airlines Corporation, Ltd.
0000 Xxxxxxxx Xxxx
Xxxxxxxx 000000
People's Republic of China
Subject: ***
Reference: (1) ***
(2) ***
***
1. ***
P.A. No. 3032 BOEING PROPRIETARY S.A. 1
CASC Technical Services Credit Memorandum
China Eastern Airlines Corporation, Ltd.
6-1165-CKR-1161
Page 2
***
2. ***
3. ***
4. Confidential Treatment.
Customer understands that certain commercial and financial information
contained in this Letter Agreement are considered by Boeing as confidential.
Customer agrees that it will treat this Letter Agreement and the information
contained herein as confidential and will not, without the prior written consent
of Boeing, disclose this Letter Agreement or any information contained herein to
any other person or entity.
P.A. No. 3032 BOEING PROPRIETARY S.A. 1
CASC Technical Services Credit Memorandum
China Eastern Airlines Corporation, Ltd.
6-1165-CKR-1161
Page 3
Very truly yours,
THE BOEING COMPANY
By /s/ X.X. Xxxxxx
-------------------------------------
Its Attorney-In-Fact
ACCEPTED AND AGREED TO this
Date: APRIL 10, 2006
CHINA EASTERN AIRLINES CORPORATION, LTD.
By
-------------------------------------
Its
------------------------------------
CHINA EASTERN AVIATION IMPORT & EXPORT
CORPORATION
By /s/ Fan Erning
-------------------------------------
Its
------------------------------------
CHINA AVIATION SUPPLIES IMPORT AND
EXPORT CORPORATION
By /s/ Xxx Xxxxxxx
-------------------------------------
Its
------------------------------------
P.A. No. 3032 BOEING PROPRIETARY S.A. 1
CASC Technical Services Credit Memorandum
(BOEING LOGO)
THE BOEING COMPANY
X.X.Xxx 0000
Xxxxxxx X/X 00000-0000
0-0000-XXX-0000
Xxxxx Eastern Airlines Corporation, Ltd.
0000 Xxxxxxxx Xxxx
Xxxxxxxx 000000
People's Republic of China
Subject: Government Approval-Block C and Block D Aircraft
Reference: Purchase Agreement No. 3032 (the Purchase Agreement) between The
Boeing Company (Boeing) and China Eastern Airlines Corporation, Ltd.
(Customer) relating to Model 737-79P and 737-89P aircraft (the
Aircraft)
This Letter Agreement amends and supplements the Purchase Agreement. All
terms used but not defined in this Letter Agreement have the same meaning as in
the Purchase Agreement.
1. Government Approval. ***
2. Effect of Termination. ***
P.A. No. 3032 BOEING PROPRIETARY S.A. 1
Government_Approval
China Eastern Airlines Corporation, Ltd.
6-1165-CKR-1165
Page 2
Very truly yours,
THE BOEING COMPANY
By /s/ X.X. Xxxxxx
----------------------------------
Its Attorney-In-Fact
ACCEPTED AND AGREED TO this
Date: , 2006
-------------------------
CHINA EASTERN AIRLINES CORPORATION, LTD.
By /s/ Luo Chaogeng
----------------------------------
Its
---------------------------------
CHINA EASTERN AVIATION IMPORT AND EXPORT
CORPORATION
By /s/ Fan Erning
----------------------------------
Its
---------------------------------
P.A. No. 3032 BOEING PROPRIETARY
Government_Approval
(BOEING LOGO)
THE BOEING COMPANY
X.X. Xxx 0000
Xxxxxxx, XX 00000-0000
0-0000-XXX-0000
Xxxxx Eastern Airlines Corporation, Ltd.
0000 Xxxxxxxx Xxxx
Xxxxxxxx 000000
People's Republic of China
Subject: Special Escalation Program
Reference: (1) Purchase Agreement No. 3032 (the Purchase Agreement) between The
Boeing Company (Boeing) and China Eastern Airlines Corporation,
Ltd. (Customer) relating to Model 737-79P and 737-89P aircraft
(the Aircraft)
(2) General Purchase Agreement AGTA-CAC-GPA-4 (the GPA) between The
Boeing Company (Boeing) and China Aviation Supplies Import and
Export Corporation, a wholly-owned subsidiary of the State-Owned
Assets Supervision and Administration Commission of the State
Council (CASC) relating to the sale and purchase of Boeing Model
737 aircraft and the fulfillment of the conditions that
establish the "China 2005 737 Package Purchase"
This letter agreement (Letter Agreement) amends and supplements the
Purchase Agreement. All terms used but not defined in this Letter Agreement
have the same meaning as in the Purchase Agreement.
The terms of this Letter Agreement shall apply if, and only if, the
Reference 2 GPA has been definitized.
1. Aircraft and Price Applicability.
***
2. Airframe Price Adjustment.
***
P.A. No. 3032 BOEING PROPRIETARY S.A. 1
Special_Escalation_Program
China Eastern Airlines Corporation, Ltd.
6-1165-CKR-1185
Page 2
***
3. ***
4. ***
5. ***
6. Confidential Treatment.
Customer understands that certain commercial and financial information
contained in this Letter Agreement are considered by Boeing as confidential.
Customer agrees that it will treat this Letter Agreement and the information
contained herein as confidential and will not, without the prior written consent
of Boeing, disclose this Letter Agreement or any information contained herein to
any other person or entity.
P.A. No. 3032 BOEING PROPRIETARY S.A. 1
Special_Escalation_Program
China Eastern Airlines Corporation, Ltd.
6-1165-CKR-1185
Page 3
Very truly yours,
THE BOEING COMPANY
By /s/ X.X. Xxxxxx
----------------------------------
Its Attorney-In-Fact
ACCEPTED AND AGREED TO this
Date: , 2006
-------------------------
CHINA EASTERN AIRLINES CORPORATION,
LTD.
By /s/ Luo Chaogeng
----------------------------------
Its
---------------------------------
CHINA EASTERN AVIATION IMPORT &
EXPORT CORPORATION
By /s/ Fan Erning
----------------------------------
Its
---------------------------------
P.A. No. 3032 BOEING PROPRIETARY S.A. 1
Special_Escalation_Program
Attachment 1 to
Letter Agreement 6-1165-CKR-1185
SPECIAL ESCALATION PROGRAM FACTORS
***
P.A. No. 3032 BOEING PROPRIETARY S.A. 1
SPECIAL_ESCALATION_PROGRAM
(BOEING LOGO)
THE BOEING COMPANY
X.X. Xxx 0000
Xxxxxxx, XX 00000-0000
0-0000-XXX-0000
Xxxxx Eastern Airlines Corporation, Ltd.
0000 Xxxxxxxx Xxxx
Xxxxxxxx 000000
People's Republic of China
Subject: Loyal Customer Appreciation Credit Memorandum
Reference: (1) Purchase Agreement No. 3032 (the Purchase Agreement) between The
Boeing Company (Boeing) and China Eastern Airlines Corporation,
Ltd. (Customer) relating to Model 737-79P and 737-89P aircraft
(the Aircraft)
(2) General Purchase Agreement AGTA-CAC-GPA-4 (the GPA) between The
Boeing Company (Boeing) and China Aviation Supplies Import and
Export Corporation, a wholly-owned subsidiary of the State
Assets Supervision and Administration Commission of the State
Council (CASC) relating to the sale and purchase of Boeing Model
737 aircraft and the fulfillment of the conditions that
establish the China 2005737 Package Purchase
***
1. ***
LOYAL CUSTOMER APPRECIATION CREDIT MEMORANDUM S.A. 1
BOEING PROPRIETARY
China Eastern Airlines Corporation, Ltd.
6-1165-CKR-1168
Page 2
***
2. ***
3. Confidential Treatment.
Customer understands that certain commercial and financial information
contained in this Letter Agreement are considered by Boeing as confidential.
Customer agrees that it will treat this Letter Agreeement and the information
contained herein as confidential and will not, without the prior written consent
of Boeing, disclose this Letter Agreement or any information contained herein to
any other person or entity.
Loyal Customer Appreciation Credit Memorandum S.A. 1
BOEING PROPRIETARY
China Eastern Airlines Corporation, Ltd.
6-1165-CKR-1168
Page 3
Very truly yours,
THE BOEING COMPANY
By /s/ X.X. Xxxxxx
----------------------------------
Its Attorney-In-Fact
ACCEPTED AND AGREED TO this
Date: , 2006
-------------------------
CHINA EASTERN AIRLINES CORPORATION, LTD.
By /s/ Luo Chaogeng
----------------------------------
Its
---------------------------------
CHINA EASTERN AVIATION IMPORT & EXPORT
CORPORATION
By /s/ Fan Erning
----------------------------------
Its
---------------------------------
Loyal Customer Appreciation Credit Memorandum
BOEING PROPRIETARY
(BOEING LOGO)
THE BOEING COMPANY
X.X. Xxx 0000
Xxxxxxx, XX 00000-0000
0-0000-XXX-0000
Xxxxx Eastern Airlines Corporation, Ltd.
0000 Xxxxxxxx Xxxx
Xxxxxxxx 000000
People's Republic of China
Subject: ***
Reference: (1) Purchase Agreement No. 3032 (the Purchase Agreement) between The
Boeing Company (Boeing) and China Eastern Airlines Corporation,
Ltd. (Customer) relating to Model 737-79P and 737-89P aircraft
(the Aircraft)
(2) General Purchase Agreement AGTA-CAC-GPA-4 (the GPA) between The
Boeing Company (Boeing) and China Aviation Supplies Import and
Export Corporation, a wholly-owned subsidiary of the State-Owned
Assets Supervision and Administration Commission of the State
Council (CASC) relating to the sale and purchase of Boeing Model
737 aircraft and the fulfillment of the condition that establish
the China 2005 737 Package Purchase
***
1. ***
Additional_Training BOEING PROPRIETARY S.A.1
China Eastern Airlines Corporation, Ltd.
6-1165-CKR-1169
Page 2
2. ***
3. ***
4. ***
Additional_Training BOEING PROPRIETARY
China Eastern Airlines Corporation, Ltd.
6-1165-CKR-1169
Page 3
***
5. Confidential Treatment.
Customer understands that certain commercial and financial information
contained in this Letter agreement is considered by Boeing as confidential.
Customer agrees that it will treat this Letter Agreement and the information
contained herein as confidential and will not, without the prior written consent
of Boeing, disclose this Letter Agreement or any information contained herein to
any other person or entity.
Additional_Training BOEING PROPRIETARY
China Eastern Airlines Corporation, Ltd.
6-1165-CKR-1169
Page 4
Very truly yours,
THE BOEING COMPANY
By /s/ X.X. Xxxxxx
----------------------------------
Its Attorney-In-Fact
ACCEPTED AND AGREED TO this
Date: , 2006
-------------------------
CHINA EASTERN AIRLINES CORPORATION, LTD.
By /s/ Luo Chaogeng
----------------------------------
Its
---------------------------------
CHINA EASTERN AVIATION IMPORT & EXPORT
CORPORATION
By /s/ Fan Erning
----------------------------------
Its
---------------------------------
Additional_Training BOEING PROPRIETARY
Supplemental Agreement No. 1
to
PURCHASE AGREEMENT NUMBER 3032
05GTBAP015US
between
THE BOEING COMPANY
and
CHINA EASTERN AIRLINES CORPORATION, LTD.
Relating to Boeing Model 737-79P and 737-89P Aircraft
with
CHINA EASTERN AVIATION IMPORT & EXPORT CORPORATION
THIS SUPPLEMENTAL AGREEMENT, entered into as of the 10TH day of APRIL,
2006, by and between THE BOEING COMPANY, a Delaware corporation with its
principal offices in Seattle, Washington (Boeing) and CHINA EASTERN AIRLINES
CORPORATION, LTD. with its principal office in Shanghai, People's Republic of
China (Customer),
WITNESSETH:
WHEREAS, the parties hereto entered into Purchase Agreement No. 3032 dated
December 20, 2005, relating to Boeing Model 737-79P and 737-89P aircraft (the
Aircraft), which agreement, as amended, together with all exhibits and
specifications attached thereto and made a part thereof, is hereinafter called
the "Purchase Agreement;" and
P.A. No. 3032 S1-1 S.A. 1
BOEING PROPRIETARY
WHEREAS, the parties desire to amend the Purchase Agreement as set forth
herein in order to add sixteen Model 737 aircraft, consisting of eleven Model
737-79P aircraft, identified as Block C Aircraft, and five Model 737-89P
aircraft, identified as Block D Aircraft; and to incorporate certain other
elements relating to such Block C and Block D Aircraft; and
WHEREAS, the parties desire to amend the Purchase Agreement as set forth
herein in order to incorporate a revised aircraft configuration for the Model
737-79P Aircraft; and
WHEREAS, the parties desire to amend the Purchase Agreement as set forth
herein in order to incorporate additional business matters as applicable to the
China 2005 737 Package Offer;
NOW THEREFORE, in consideration of the mutual covenants herein contained,
the parties agree to amend the Purchase Agreement as follows.
1. TABLE OF CONTENTS.
The TABLE OF CONTENTS is deleted in its entirety and a new TABLE OF
CONTENTS (attached) is substituted in lieu thereof.
2. Purchase Agreement Articles.
Pages 1 and 2 of the Purchase Agreement Articles are deleted in their
entirety and new pages 1 and 2 of the Purchase Agreement Articles (attached) are
substituted in lieu thereof. The pages are amended to reference the
incorporation of "Table 3" and "Table 4" into the Purchase Agreement. Xxx Xxxxx
X, Xxxxx X, Xxxxx C and Block D Aircraft shall collectively be referred to as
the Aircraft.
3. Table 1, "Aircraft Delivery, Description, Price and Advance Payments --
Block A Aircraft".
Table 1, "Aircraft Delivery, Description, Price and Advance Payments --
Block A Aircraft", is deleted in its entirety and a new Table 1, "Aircraft
Delivery, Description, Price and Advance Payments - Block A Aircraft",
(attached) is substituted in lieu thereof.
4. Table 2. "Aircraft Delivery, Description, Price and Advance Payments --
Block B Aircraft".
Table 2, "Aircraft Delivery, Description, Price and Advance Payments --
Block B Aircraft", is deleted in its entirety and a new Table 2, "Aircraft
Delivery, Description, Price and Advance Payments - Block B Aircraft",
(attached) is substituted in lieu thereof. The Table 2 is revised to reflect the
applicable Detail Specification.
P.A. No. 3032 S1-2 S.A. 1
BOEING PROPRIETARY
5. Table 3, "Aircraft Delivery, Description, Price, and Advanced Payments --
Block C Aircraft".
A new Table 3, "Aircraft Delivery, Description, Price and Advanced Payments
-- Block C Aircraft", (attached) is added to the Purchase Agreement.
6. Table 4, "Aircraft Delivery, Description, Price, and Advanced Payments --
Block D Aircraft".
A new Table 4, "Aircraft Delivery, Description, Price and Advanced Payments
-- Block D Aircraft", (attached) is added to the Purchase Agreement.
7. Exhibit A-1, "Aircraft Configuration -- Block A Aircraft"
Exhibit A-1, "Aircraft Configuration -- Block A Aircraft" is deleted in its
entirety and a new Exhibit A-l, "Aircraft Configuration -- Block A and Block C
Aircraft", (attached), is substituted in lieu thereof.
8. Exhibit A-2, "Aircraft Configuration -- Block B Aircraft"
Pages A-2 and A-2-1 of Exhibit A-2, "Aircraft Configuration -- Block B
Aircraft" are deleted in their entirety and new pages A-2 and A-2-1 of Exhibit
A-2, "Aircraft Configuration -- Block B and Block D Aircraft", (attached), are
substituted in lieu thereof.
9. Letter Agreement 3032-02, "Aircraft Model Substitution".
Letter Agreement 3032-02, "Aircraft Model Substitution", is deleted in its
entirety and a new Letter Agreement 3032-02R1, "Aircraft Model Substitution",
(attached), reflecting additional Block C and Block D Aircraft, is substituted
in lieu thereof.
10. Letter Agreement 6-1165-CKR-1122, "Liquidated Damages Non-Excusable Delay".
Letter Agreement 6-1165-CKR-1122, "Liquidated Damages Non-Excusable Delay",
is deleted in its entirety and a new Letter Agreement 6-1165-CKR-1122R1,
"Liquidated Damages Non-Excusable Delay", (attached), reflecting additional
Block C and Block D Aircraft, is substituted in lieu thereof.
11. Letter Agreement 6-1165-CKR-1123, "Aircraft Performance Guarantees".
Letter Agreement 6-1165-CKR-1123, "Aircraft Performance Guarantees", is
deleted in its entirety and a new Letter Agreement 6-1165-CKR-1123R1, "Aircraft
Performance Guarantees", (attached), reflecting additional Block C and Block D
Aircraft, is substituted in lieu thereof.
12. Letter Agreement 6-1165-CKR-1125, "Special Matters".
Letter Agreement 6-1165-CKR-1125, "Special Matters", is deleted in its
entirety and a new Letter Agreement 6-1165-CKR-1125R1, "Special Matters",
(attached), adding Block Quantity and Loyal Customer Appreciation Credit
Memoranda, is substituted in lieu thereof.
P.A. No. 3032 S1-3 S.A. 1
BOEING PROPRIETARY
13. Letter Agreement 6-1165-CKR-1126, "Payment Matters".
Letter Agreement 6-1165-CKR-1126, "Payment Matters", is deleted in its
entirety and a new Letter Agreement 6-1165-CKR-1126R1, "Payment Matters",
(attached), correcting references to Tables, is substituted in lieu thereof.
14. Letter Agreement 6-1165-CKR-1127, "Incorporation Into China 2005 737
Package Purchase".
Letter Agreement 6-1165-CKR-1127, "Incorporation Into China 2005 737
Package Purchase", is deleted in its entirety and a new Letter Agreement
6-1165-CKR-1127R1, "Incorporation Into China 2005 737 Package Purchase",
(attached), is substituted in lieu thereof.
15. Letter Agreement 6-1165-CKR-1128, "China 2005 737 Package Purchase".
Letter Agreement 6-1165-CKR-1128, "China 2005 737 Package Purchase", is
deleted in its entirety and a new Letter Agreement 6-1165-CKR-1128R1, "China
2005 737 Package Purchase", (attached), is substituted in lieu thereof.
16. Letter Agreement 6-1165-CKR-1129, "Special Matters - China 2005 737
Package Purchase".
Letter Agreement 6-1165-CKR-1129, "Special Matters - China 2005 737
Package Purchase", is deleted in its entirety and a new Letter Agreement
6-1165-CKR-1129R1, "Special Matters - China 2005 737 Package Purchase",
(attached), is substituted in lieu thereof.
17. Letter Agreement 6-1165-CKR-1161, "CASC Technical Services Credit
Memorandum".
New Letter Agreement 6-1165-CKR-1161, "CASC Technical Services Credit
Memorandum", (attached) is incorporated into the Purchase Agreement.
18. Letter Agreement 6-1165-CKR-1165, "Government Approval -- Block C and Block
D Aircraft".
New Letter Agreement 6-1165-CKR-1165, "Government Approval - Block C and
Block D Aircraft", (attached) is incorporated into the Purchase Agreement.
19. Letter Agreement 6-1165-CKR-1185, "Special Escalation Program".
New Letter Agreement 6-1165-CKR-1185, "Special Escalation Program",
(attached) is incorporated into the Purchase Agreement.
P.A. No. 3032 Sl-4 S.A. 1
BOEING PROPRIETARY
The Purchase Agreement shall be amended to the extent provided herein and,
as so amended, shall continue in full force and effect. In the event of any
inconsistency between the above provisions and the provisions contained in the
attachments to this Supplemental Agreement, the terms of the attachments will
control.
EXECUTED IN QUADRUPLICATE as of the day and year first above written.
THE BOEING COMPANY CHINA EASTERN AIRLINES CORPORATION, LTD.
By /s/ X.X. Xxxxxx By
---------------------------------- -------------------------------------
Its Attorney-In-Fact Its
------------------------------------
CHINA EASTERN AVIATION IMPORT &
EXPORT CORPORATION
By /s/ Fan Erning
----------------------------------
Its
---------------------------------
CHINA AVIATION SUPPLIES IMPORT AND
EXPORT CORPORATION
By /s/ Xxx Xxxxxxx
----------------------------------
Its
---------------------------------
P.A. No. 3032 Sl-5 S.A. 1
BOEING PROPRIETARY
TABLE OF CONTENTS
SA
NUMBER
------
ARTICLES
1. Quantity, Model and Description S.A. 1
2. Delivery Schedule S.A. 1
3. Price S.A. 1
4. Payment S.A. 1
5. Miscellaneous S.A. 1
TABLE
1. Aircraft Information Table - Block A Aircraft S.A. 1
2. Aircraft Information Table - Block B Aircraft S.A. 1
3. Aircraft Information Table - Block C Aircraft S.A. 1
4. Aircraft Information Table - Block D Aircraft S.A. 1
EXHIBIT
A-l. Aircraft Configuration - Block A and Block C Aircraft S.A. 1
A-2. Aircraft Configuration - Block B and Block D Aircraft S.A. 1
B. Aircraft Delivery Requirements and Responsibilities S.A. 1
SUPPLEMENTAL EXHIBITS
AE1. Escalation Adjustment/Airframe and Optional Features
BFE1. BFE Variables
CS1. Customer Support Variables
EE1. Engine Escalation/Engine Warranty and Patent Indemnity
SLP1. Service Life Policy Components
P.A. No. 3032 i S.A. 1
BOEING PROPRIETARY
SA
LETTER AGREEMENTS NUMBER
----------------- ------
3032-01 737 Spare Parts Initial Provisioning S.A. 1
3032-02R1 Aircraft Model Substitution S.A. 1
6-1165-CKR-1122R1 Liquidated Damages Non-Excusable Delay S.A. 1
6-1165-CKR-1123R1 Aircraft Performance Guarantees S.A. 1
6-1165-CKR-1124 Promotional Support S.A. 1
6-1165-CKR-1125R1 Special Matters S.A. 1
6-1165-CKR-1126R1 Payment Matters S.A. 1
6-1165-CKR-1127R1 Incorporation Into China 2005 737 Package Purchase S.A. 1
0-0000-XXX-0000X0 Xxxxx 2005 737 Package Purchase S.A. 1
6-1165-CKR-1129R1 Special Matters - China 2005 737 Package Purchase S.A. 1
6-1165-CKR-1161 CASC Technical Services Credit Memorandum S.A. 1
6-1165-CKR-1165 Government Approval - Block C and Block D Aircraft S.A. 1
6-1165-CKR-1185 Special Escalation Program S.A. 1
P.A. No. 3032 ii S.A. 1
BOEING PROPRIETARY
