*** INDICATES CONFIDENTIAL MATERIAL OMITTED PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT AND WILL BE FILED WITH THE SECURITIES AND EXCHANGE
COMMISSION SEPARATELY UPON REQUEST.
EXHIBIT 4.10
[LOGO] [LOGO]
AIRBUS S.A.S.
AND
CHINA EASTERN AIRLINES CORPORATION LTD
AND
CHINA EASTERN AVIATION IMPORT AND
EXPORT CORPORATION
[PICTURE]
[PICTURE]
[PICTURE]
1
AMENDMENT NO. 9
TO THE A320 PURCHASE AGREEMENT
BETWEEN
AIRBUS S.A.S.
AS SELLER
AND
CHINA EASTERN AIRLINES CORPORATION LTD
AS AIRLINE
AND
CHINA EASTERN AVIATION IMPORT AND EXPORT CORPORATION
AS TRADING CORPORATION
BOTH AIRLINE AND TRADING CORPORATION AS BUYER
Page 1/14
AMENDMENT NO. 9
This amendment No.9 to the A320 Purchase Agreement dated as of March 26, 2002 is
made as of the__________day of______________________2005.
BETWEEN
AIRBUS S.A.S., a societe par actions simplifiee, legal successor of Airbus
S.N.C., formerly known as Airbus G.I.E created and existing under French law and
registered with the Toulouse Registre du Commerce under number RCS Toulouse 383
474 814 and having its registered office at
1 Rond-Point Xxxxxxx Xxxxxxxx
31707 BLAGNAC Cedex
FRANCE
(hereinafter referred to as "the Seller") of the one part,
CHINA EASTERN AIRLINES CORPORATION, LIMITED, having its principal office at:
Pudong International Airport
SHANGHAI 201202
PEOPLE'S REPUBLIC OF CHINA
(hereinafter referred to as the "Airline") of the other part
AND
CHINA EASTERN AVIATION IMPORT AND EXPORT CORPORATION, having its principal
office at:
Pudong International Airport
SHANGHAI 201202
PEOPLE'S REPUBLIC OF CHINA
(hereinafter referred to as the "Trading Corporation", the Airline and the
Trading Corporation hereinafter referred to jointly and severally as the
"Buyer").
Page 2/14
WHEREAS
- The parties hereto have signed on the 26th day of March 2002 an A320
Purchase Agreement called hereinafter together with its Exhibits and
Letter Agreements (the "Agreement") for the sale of a certain number
of A320, collectively referred to as the "Aircraft".
- The parties hereto have signed on the 27th day of June 2002 an
Amendment No. 1 to the Agreement to modify certain terms of Letter
Agreement No. 6 to the Agreement.
- The parties hereto have signed on the 13th day of November 2002 an
Amendment No. 2 to the Agreement to modify certain terms of Letter
Agreement No. 6 to the Agreement.
- The parties hereto have signed on the 29th day of May 2003 an
Amendment No. 3 to the Agreement to modify the delivery schedule of
the Aircraft.
- The parties hereto have signed on the 29th day of August 2003 an
Amendment No. 4 to the Agreement to modify the delivery schedule of
the Aircraft.
- The parties hereto have signed on the 29th day of September 2003 an
Amendment No. 5 to the Agreement to reflect the purchase by the
Buyer of four (4) A321-200 model aircraft.
- The parties hereto have initialled on the 03rd day of September 2004
an Amendment No. 6 to the Agreement for the purchase by the Buyer of
three (3) A319-100 model aircraft. This Amendment No. 6 has been
cancelled.
- The parties hereto have signed on the 14th day of October 2004 an
Amendment No. 7 to the Agreement to modify the delivery schedule of
the Aircraft.
- The parties hereto have signed on the 16th day of March 2005 an
Amendment No. 8 to the Agreement to reflect the purchase by the
Buyer of five (5) A319-100 model aircraft.
- On December 06th 2004, the Seller and China Aviation Supplies Import
and Export Corporation ("CASC") have entered into a General Term
Agreement ("GTA") for the sale and purchase of twenty three (23)
A320 family aircraft (the "Twenty Three Aircraft"). As part of the
Twenty Three Aircraft, fifteen (15) A320 family aircraft ("the
Fifteen Aircraft") have been allocated to the Buyer.
- Now the Buyer wishes and the Seller agrees to enter into an
amendment No. 9 (the "Amendment") to cover the basic terms and
conditions for the purchase by the Buyer of such Fifteen Aircraft
A320 Aircraft. The Fifteen Aircraft are composed of four (4) A320-
200 model aircraft (the "A320 Aircraft") and eleven (11) A321-200
model aircraft (the "A321 Aircraft").
- Except as provided herein in the Amendment, upon signature of this
Amendment the A320 Aircraft and the A321 Aircraft shall be deemed
Aircraft.
NOW THEREFORE IT IS AGREED AS FOLLOWS:
Page 3/14
1. GENERAL
The following paragraphs will define the specific amendments to the
Agreement which will apply only to the Fifteen Aircraft to be delivered to
the Buyer.
2. A320 AIRCRAFT
2.1 SPECIFICATION
The parties agree that, with respect to the A320 Aircraft, sub-Clause
2.1.1 of the Agreement shall be deleted in its entirety and replaced by
the following:
QUOTE
The Airframe shall be manufactured in accordance with the Standard
Specification, as modified or varied prior to the date of this Agreement
by the Specification Change Notices.
AIRCRAFT TYPE STANDARD SPECIFICATION MTOW MLW MZFW
------------- ---------------------- ---- --- ----
A32Q AIRCRAFT D.000.02000, issue 5 revision 1 73.5 t 64.5 t 61.0 t
dated April 30, 2001
The Buyer has indicated that the A320 Aircraft will be operated at a
higher MTOW of 77 t compared to the standard 73.5 t. The SCN price for
such increase in design weights is of
***
UNQUOTE
2.2 PROPULSION SYSTEMS
No later than June 30th, 2005, the Buyer shall select between CFM
INTERNATIONAL (CFM) Engines and INTERNATIONAL AERO ENGINES (IAE) one of
the following Engines types in accordance with the terms and conditions of
Clause 3 of the Agreement.
AIRCRAFT TYPE CFM IAE
------------- ------------ ------------
A320 AIRCRAFT CFM 56-5B4/P IAE V2527-A5
Should the buyer select CFM Engines, the terms and conditions of the
Agreement shall apply to CFM engines.
Should the buyer select IAE Engines, sub-Clause 3.2.2 of the Agreement
shall be deleted in its entirety and replaced by the following:
QUOTE
International Aero Engines Propulsion Systems
The Basic Price for a set of two (2) INTERNATIONAL AERO ENGINES V2527-A5
Engines including standard equipment is:
***
Page 4/14
at economic conditions prevailing for a theoretical delivery in January
2000.
Such Basic Price corresponds to the Reference Price of *** at delivery
conditions prevailing in January 2001 and shall be subject to revision up
to the Aircraft delivery date in accordance with the INTERNATIONAL AERO
ENGINES Price Revision Formula set forth in Appendix 1 to this Amendment.
Such Reference Price corresponds to the following Propulsion Systems
Reference Price currently quoted by INTERNATIONAL AERO ENGINES at delivery
conditions of January 2001 of: USD 14,458,518.
UNQUOTE
2.3 TERMS AND CONDITIONS
***
QUOTE
***
UNQUOTE
3. A321 AIRCRAFT
3.1 SPECIFICATION
The parties agree that, with respect to the A321 Aircraft, Paragraph 2.2
of Letter Agreement No. 2 to the Agreement shall be deleted in its
entirety and replaced by the following:
Page 5/14
QUOTE
The A321 Aircraft will be manufactured in accordance with the Standard
Specification Document No. E.000.02000, issue 2 Revision 1 dated April 30,
2001 (the "Standard Specification"). The Specification shall be modified
with an SCN increasing the operating weights to the following values:
AIRCRAFT TYPE STANDARD SPECIFICATION MTOW MLW MZFW
------------- ---------------------- ---- --- ----
A321 AIRCRAFT E.000.02000, issue 2 revision 1 93 t 77.8 t 73.8 t
dated April 30, 2001
The SCN price for such increase ***
UNQUOTE
3.2 PROPULSION SYSTEMS
No later than June 30th, 2005, the Buyer shall select between CFM
INTERNATIONAL (CFM) Engines and INTERNATIONAL AERO ENGINES (IAE) one of
the following Engines types in accordance with the terms and conditions of
Letter Agreement No. 2 to the Agreement.
AIRCRAFT TYPE CFM IAE
------------- --- ---
A321 Aircraft CFM56-5B3/P IAE V2533-A5
Should the buyer select CFM Engines, the terms and conditions of Paragraph
3.2.2 of Letter Agreement No. 2 to the Agreement shall apply to CFM
engines.
Should the buyer select IAE Engines, Paragraph 3.2.3 of Letter Agreement
No. 2 to the Agreement shall be deleted in its entirety and replaced by
the following:
QUOTE
International Aero Engines Propulsion Systems
The Basic Price for a set of two (2) INTERNATIONAL AERO ENGINES V2533-A5
Engines including standard equipment is:
***
at economic conditions prevailing for a theoretical delivery in January
2000.
Such Basic Price corresponds to the Reference Price of *** at delivery
conditions prevailing in January 2001 and shall be subject to revision up
to the Aircraft delivery date in accordance with the INTERNATIONAL AERO
ENGINES Price Revision Formula set forth in Appendix A to this Amendment.
Such Reference Price corresponds to the following Propulsion Systems
Reference Price currently quoted by INTERNATIONAL AERO ENGINES at delivery
conditions of January 2001 of ***
UNQUOTE
Page 6/14
3.3 TERM AND CONDITIONS
***
QUOTE
***
UNQUOTE
3.4 PERFORMANCE GUARANTEES
The Performance Guarantees defined in Letter Agreement No. 1 to Amendment
No. 5 to the Agreement shall apply to the A321 Aircraft.
4. DELIVERY DATES
The A320 Aircraft shall be delivered at the following dates:
A320 Aircraft No. 1: ***
A320 Aircraft No. 2: ***
A320 Aircraft No. 3: ***
A320 Aircraft No. 4: ***
The A321 Aircraft shall be delivered at the following dates:
Page 7/14
A321 Aircraft No. 1: ***
A321 Aircraft No. 2: ***
A321 Aircraft No. 3: ***
A321 Aircraft No. 4: ***
A321 Aircraft No. 5: ***
A321 Aircraft No. 6: ***
A321 Aircraft No. 7: ***
A321 Aircraft No. 8: ***
A321 Aircraft No. 9: ***
A321 Aircraft No. 10: ***
A321 Aircraft No. 11: ***
***
5. WARRANTY PERIOD AND SERVICE LIFE POLICY
5.1 Notwithstanding the terms and conditions of Clause 12.1.3 of the
Agreement, the parties agree that, with respect to the Fifteen Aircraft,
Clause 12.1.3 of the Agreement shall be deleted in its entirety and
replaced by the following:
QUOTE
12.1.3 WARRANTY PERIOD
The warranties contained in Clauses 12.1.1 and 12.1.2 of the
Agreement shall be limited to those defects which become apparent
within thirty six (36) months after Delivery of the affected
Aircraft ("WARRANTY PERIOD").
UNQUOTE
5.2 Notwithstanding the terms and conditions of Clause 12.2.2 of the
Agreement, the parties agree that, with respect to the Fifteen Aircraft,
Clause 12.2.2 of the Agreement shall be deleted in its entirety and
replaced by the following:
QUOTE
12.2.2 PERIODS AND SELLER'S UNDERTAKINGS
The Seller agrees that if a Failure occurs in an Item before the
Aircraft in which such Item has been originally installed has
completed thirty thousand (30,000) flying hours, or has completed
twenty four thousand (24,000) flight cycles, or within twelve
(12) years after the Delivery of said Aircraft to the Buyer,
whichever shall first occur, the Seller shall at its own
discretion and as promptly as practicable and with the Seller's
financial participation as hereinafter provided either:
12.2.2.1 design and furnish to the Buyer a correction for such Item with a
Failure and provide any parts required for such correction
(including Seller designed standard parts but excluding industry
standard parts), or,
12.2.2.2 replace such Item.
12.2.3 SELLER'S PARTICIPATION IN THE COSTS
***
Page 8/14
***
where:
***
or,
***
UNQUOTE
6 CUSTOMER SUPPORT
6.1 The Seller will provide free of charge to the Buyer ***
maintenance trainee days for the total fleet of Fifteen Aircraft for
Buyer's ground personnel;
6.2 *** man-months of Resident Customer Support Manager ("RCSM")
for the total fleet of Fifteen Aircraft.
6.3 ***
Page 9/14
7. PREDELIVERY PAYMENTS
With respect to the Fifteen Aircraft, the parties agree to add to Clause
5.3.2 of the Agreement the following paragraph:
QUOTE
***
UNQUOTE
8. ***
Page 10/14
***
9. PROVISION OF THE AMENDMENT
The provisions of the Agreement, its Exhibits, its Letter Agreement shall
apply to the sale and delivery of the Aircraft herein defined except
insofar as they may be expressly modified by the provisions of this
Amendment.
The Agreement shall be deemed amended and supplemented to the extent
herein provided and as so amended and supplemented shall remain in full
force and effect.
If there is any inconsistency between the Agreement and this Amendment,
the latter shall prevail to the extent of such inconsistency.
IN WITNESS WHEREOF, this Amendment No. 9 was entered into the day and year above
written.
For and on behalf of: For and on behalf of:
CHINA EASTERN AIRLINES AIRBUS S.A.S.
CORPORATION LIMITED
/s/ X. Xxxxxx
-----------------------------
By: /s/ Xxx Xxxxxxx By:
------------------------------
Its: Its: VP Contracts
------------------------------ ----------------------------
CHINA EASTERN AVIATION IMPORT
AND EXPORT CORPORATION
By: /s/ Xxx Xxxxxx
------------------------------
Its:
-----------------------------
Page 11/14
APPENDIX 1
PROPULSION SYSTEMS PRICE REVISION FORMULA INTERNATIONAL AERO ENGINES
1 REFERENCE PRICE OF THE ENGINES
The Reference Price of a set of two (2) INTERNATIONAL AERO ENGINES Engines
is as indicated in this Amendment.
This Reference Price is subject to adjustment for changes in economic
conditions as measured by data obtained from the US Department of Labor,
Bureau of Labor Statistics, and in accordance with the provisions hereof.
2 REFERENCE PERIOD
The above Reference Price has been established in accordance with the
averaged economic conditions prevailing in June 2000, July 2000, August
2000 (delivery conditions January 2001), as defined, according to
INTERNATIONAL AERO ENGINES by the ECIb and ICb index values indicated in
Clause 4 of this Exhibit C.
3 INDEXES
Labor Index: "Employment Cost Index for Workers in Aerospace
manufacturing" hereinafter referred to as "ECI SIC 3721W", quarterly
published by the US Department of Labor, Bureau of Labor Statistics, in
"NEWS", and found in Table 6, "WAGES and SALARIES (not seasonally
adjusted): Employment Cost Indexes for Wages and Salaries for private
industry workers by industry and occupational group", or such other name
that may be from time to time used for the publication title and/or table,
(Aircraft manufacturing, standard industrial classification code SIC 3721,
base month and year June 1989 = 100).
The quarterly value released for a certain month (March, June, September
and December) shall be the one deemed to apply for the two preceding
months. Index code for access on the Web site of the US Bureau of Labor
Statistics: ECU28102i.
Material Index: "Industrial Commodities" (hereinafter referred to as "IC")
as published in "PPI Detailed report" (found in Table 6. "Producer price
indexes and percent changes for commodity groupings and individual items
not seasonnally adjusted" or such other names that may be from time to
time used for the publication title and/or table). (Base Year 1982 = 100).
Index code for access on the Web site of the US Bureau of Labor
Statistics: WPU03THRU15.
Page 12/14
4 REVISION FORMULA
Pn = (Pb+F) x [(0.65 x (ECIn/ECIb)) + (0.35 x (ICn/ICb))]
Where :
F : (0.005 x N x Pb)
where N = the calendar year of Delivery of the Aircraft minus 2001
Pn : revised Reference Price at Aircraft Delivery
Pb : Reference Price at averaged economic conditions June 2000, July
2000, August 2000
ECIn : ECIsic3721W Index for the Fifth (5th), Sixth (6th) and Seventh
(7th) month averaged prior to the month of Aircraft Delivery
ECIb : ECIsic3721W Index for June 2000, July 2000, August 2000 averaged
(=149.5)
ICn : IC-Index for the Fifth (5th), Sixth (6th) and Seventh (7th) month
averaged prior to the month of Aircraft Delivery
ICb : IC-Index for June 2000, July 2000, August 2000 (=135.7)
5. GENERAL PROVISIONS
5.1 Roundings
(i) ECIn and ICn shall be calculated to the nearest tenth (1 decimal)
(ii) Each quotient (ECIn/ECIb) and (ICn/ICb) shall be calculated to the
nearest ten-thousandth (4 decimals).
(iii) The final factor shall be rounded to the nearest ten-thousandth (4
decimals).
if the next succeeding place is five (5) or more the preceding decimal
place shall be raised to the nearest higher figure.
After final computation Pn shall be rounded to the nearest whole number
(0.5 rounds to 1).
5.2 Final Index Values
The revised Reference Price at the date of Aircraft Delivery shall be the
final price and shall not be subject to any further adjustments in the
indexes.
If no final index values are available for any of the applicable month,
the then published preliminary figures shall be the basis on which the
Revised Reference Price shall be computed.
5.3 Interruption of Index Publication
If the US Department of Labor substantially revises the methodology of
calculation or discontinues any of the indexes referred to hereabove, the
Seller shall reflect the
Page 13/14
substitute for the revised or discontinued index selected by INTERNATIONAL
AERO ENGINES, such substitute index to lead in application to the same
adjustment result, insofar as possible, as would have been achieved by
continuing the use of the original index as it may have fluctuated had it
not been revised or discontinued.
Appropriate revision of the formula shall be made to accomplish this
result.
5.4 Annulment of Formula
Should the above escalation provisions become null and void by action of
the US Government, the price shall be adjusted due to increases in the
costs of labor and material which have occurred from the period
represented by the applicable Reference Price Indexes to the Fifth (5th),
Sixth (6th) and Seventh (7th) months averaged prior to the scheduled
Aircraft Delivery.
5.5 Limitation
Should the revised Reference Price be lower than the Reference Price, the
final price shall be computed with the Reference Price.
Page 14/14
ON THIS DAY OF APRIL 21st, 2005, AIRBUS S.A.S., CHINA EASTERN AIRLINES
CORPORATION LTD AND CHINA EASTERN AVIATION IMPORT AND EXPORT
CORPORATION (BOTH REFERRED TO AS "CHINA EASTERN") XXXXXX CELEBRATE
THE CONCLUSION OF THE PURCHASE BY CHINA EASTERN OF TWENTY (20)
AIRBUS A320 FAMILY AIRCRAFT (REFERENCE: AMENDMENT No. 8 FOR FIVE (5)
A319-100 AND AMENDMENT No. 9 TO THE A320 PURCHASE AGREEMENT FOR
FOUR (4) A320-200 AND ELEVEN (11) A321-200).
For: CHINA EASTERN AIRLINES CORPORATION LTD For: AIRBUS S.A.S
/s/ Xxx Xxxxxxx /s/ Xxxxxxxx Xxxxxx
--------------- -----------------------------
By: XXX XXXXXXX By: XXXXXXXX XXXXXX
Its: President Its: Executive Vice President
For: CHINA EASTERN AVIATION IMPORT AND
EXPORT CORPORATION
/s/ Fan Erning
--------------------
By: XXX XXXXXX
Its: General Manager
2
SIDE LETTER No. 1 to AMENDMENT No. 9
CHINA EASTERN AIRLINES CORPORATION, LTD
Pudong International Airport
Shanghai 201202
People's Republic of China
SUBJECT: AMENDMENT APPROVAL
CHINA EASTERN AIRLINES CORPORATION Ltd (the "Buyer") and AIRBUS S.A.S. (the
"Seller") have entered into an amendment No. 9 herewith dated as of April 21st,
2005 (the "Amendment") to the Agreement, which covers the manufacture and the
sale by the Seller and the purchase by the Buyer of fifteen (15) Aircraft model
aircraft as described in the Amendment.
Capitalized terms used herein and not otherwise defined in this Side Letter
shall have the meanings assigned thereto in the Amendment.
Both parties agree that this Side Letter, upon execution thereof, shall
constitute an integral, nonseverable part of said Amendment and shall be
governed by all its provisions, as such provisions have been specifically
amended pursuant to this Side Letter.
NOW THE BUYER AND THE SELLER AGREE THE FOLLOWING:
The Amendment is subject to the following conditions being fulfilled on or
before April 21st, 2005:
1) Approval of the transaction contemplated under the Amendment being
obtained from the government of the Buyer's country.
2) Approval of the transaction contemplated under the Amendment being
obtained from the board of directors of the Buyer.
3) Approval of the transaction contemplated under the Amendment being
obtained from the Buyer's shareholders.
The Buyer hereby commits to notify in writing the Seller on or before April
21st, 2005 that it has obtained the necessary approvals listed in paragraphs 1),
2) and 3) above.
Side Letter 1 - Page 1/2
SIDE LETTER No. 1 to AMENDMENT No. 9
If the foregoing correctly sets forth our understanding, please execute three
(3) originals in the space provided below and return one (1) original of this
Letter Agreement to the Seller.
Agreed and Accepted Agreed and Accepted
For and on behalf of For and on behalf of
CHINA EASTERN AIRLINES CORPORATION LIMITED AIRBUS S.A.S.
By: /s/ Xxx Xxxxxxx By: /s/ X. Xxxxxx
--------------- ---------------
Its: XXX XXXXXXX Its:
Side Letter 1 - Page 2/2
