Exhibit 4.12
*** 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 NUMBER 2529
between
THE BOEING COMPANY
and
CHINA EASTERN AIRLINES CORPORATION, LTD.
Relating to Boeing Model 787-89P Aircraft
with
CHINA EASTERN AVIATION IMPORT & EXPORT CORPORATION
P.A. No. 2529
BOEING PROPRIETARY
TABLE OF CONTENTS
SA NUMBER
---------
ARTICLES
1. Quantity, Model and Description
2. Delivery Schedule
3. Price
4. Payment
5. Miscellaneous
TABLE
1. Aircraft Information Table
EXHIBIT
A. Aircraft Configuration
B. Aircraft Delivery Requirements and Responsibilities
SUPPLEMENTAL EXHIBITS
AE1. Escalation Adjustment/Airframe and Optional Features
CS1. Customer Support Document
EE1. Engine Escalation/Engine warranty and Patent Indemnity
SLP1. Service Life Policy Components
P.A. No. 2529 i
BOEING PROPRIETARY
LETTER AGREEMENTS
2529-04 Open Configuration Matters
2529-05 Spares Initial Provisioning
6-1165-CKR-0950 Liquidated Damages Non-Excusable Delay
6-1165-CKR-0951 Performance Guarantees
6-1165-CKR-0952 Promotional Support
6-1165-CKR-0953 Spare Parts Commitment
6-1165-CKR-0954 Special Matters
0-0000-XXX-0000 XXXX Terms Revisions
6-1165-CKR-0956 Alternate Engine Selection
6-1165-CKR-0957 Payment Matters
6-1165-CKR-0959 Remedy For Deviation From Block Fuel Guarantee
6-1165-CKR-1030 787-8 Block Fuel Commitment With General Electric
GEnx Engines
6-1165-CKR-1030 787-8 Block Fuel Commitment With Rolls-Xxxxx Xxxxx
1000 Engines
6-1165-CKR-1031 787 Maintenance Cost Guarantee
6-1165-CKR-1032 CASC Technical Services Credit Memorandum
6-1165-CKR-1033 Shareholder Approval
6-1165-CKR-1034 Clarifications and Understandings
6-1165-CKR-1084 Customer Support Matters
6-1165-CKR-1097 Incorporation Revised Group Terms
6-1165-CKR-1098 Unique Consideration for the Spares Sales Account
6-1165-CKR-1107 Flight Training Center
P.A. No. 2529 ii
BOEING PROPRIETARY
Purchase Agreement No. 2529
between
The Boeing Company
and
China Eastern Airlines Corporation, Ltd.
----------
This Purchase Agreement No. 2529 dated as of AUGUST 8, 2005 between
The Boeing Company (BOEING) and China Eastern Airlines Corporation, Ltd.
(CUSTOMER) relating to the purchase and sale of Model 787-89P aircraft together
with all tables, exhibits, supplemental exhibits, letter agreements and other
attachments thereto, if any, (PURCHASE AGREEMENT) incorporates and amends the
terms and conditions of the Aircraft General Terms Agreement dated as of March
7, 2001 between the parties, identified as AGTA-CEA (AGTA), and as negotiated
with China Eastern Aviation Import & Export Corporation in support of Customer.
Article 1. Quantity, Model, Description and Inspection.
The aircraft to be delivered to Customer will be designated as Model
787-89P aircraft (the AIRCRAFT). Boeing will manufacture and sell to Customer
Aircraft conforming to the configuration described in Exhibit A in the
quantities listed in Table 1 to the Purchase Agreement. Eight (8) months prior
to implementation of Customer's first Aircraft, Boeing will provide Customer a
Boeing document defining a customer inspection process appropriate to the 787
manufacturing process (787 INSPECTION PROCESS) which will apply in lieu of
inspection processes traditionally applicable to other models of aircraft and
will supersede the provisions of Article 5.2 of the AGTA.
Article 2. Delivery Schedule.
The Scheduled months of delivery of the Aircraft are listed in the
attached Table 1. Exhibit B describes certain responsibilities for both Customer
and Boeing in order to accomplish the delivery of the Aircraft.
P.A. No. 2529 1
BOEING PROPRIETARY
Article 3. Price.
3.1 Aircraft Basic Price. The Aircraft Basic Price is listed in Table
1 in subject to escalation dollars.
3.2. Advance Payment Base Prices. The Advance Payment Base Prices
listed in Table 1 were calculated utilizing the latest escalation factors
available to Boeing on the date of this Purchase Agreement projected to the
month of scheduled delivery.
Article 4. Payment.
4.1 Boeing acknowledges receipt of a deposit in the amount shown in
Table 1 for each Aircraft (DEPOSIT).
4.2 The standard advance payment schedule for the Model 787-89P
aircraft requires Customer to make certain advance payments, expressed in a
percentage of the Advance Payment, Base Price of each Aircraft begining with a
*** 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.
4.3 For any Aircraft whose scheduled month of delivery is less than 24
months from the date of this Purchase Agreement, 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 4.2 above.
4.4 Customer will pay the balance of the Aircraft Price of each
Aircraft at delivery.
Article 5. Additional Terms.
5.1 Excusable Delay. Article 7.1 of the basic articles of the AGTA is
revised to read as follows:
7.1 General. Boeing will not be liable for any delay in the
scheduled delivery month of an aircraft or other performance under a purchase
agreement caused by (i) acts of God; (ii) war or armed hostilities; (iii)
government acts or priorities; (iv) fires, floods, or earthquakes; (v) strikes
or labor troubles causing cessation, slowdown, or interruption of work; (vi)
inability, after due and timely diligence, to procure materials, systems,
accessories, equipment or parts; (vii)
P.A. No. 2529 2
BOEING PROPRIETARY
inability, after due and timely diligence, to obtain type certification; or
(viii) any other cause to the extent such cause is beyond Boeing's control and
not occasioned by Boeing's fault or negligence. A delay resulting from any such
cause is defined as an EXCUSABLE DELAY.
5.2 Aircraft Information Table. Table 1 consolidates 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.
5.3 Escalation Adjustment/Airframe and Optional Features. Supplemental
Exhibit AE1 contains the applicable airframe and optional features escalation
formula.
5.4 Customer Support Variables. Information, training, services and
other things furnished by Boeing in support of introduction of the Aircraft into
Customer's fleet are described in Supplemental Exhibit CS1. Supplemental Exhibit
CS1 supercedes in its entirety Exhibit B to the AGTA.
5.5 Engine Escalation Variables. Supplemental Exhibit EE1 contains
the applicable engine escalation formula, the engine warranty and the engine
patent indemnity for the Aircraft.
5.6 Service life Policy Component Varieties. Supplemental Exhibit SLP1
lists the airframe and landing gear Compound covered by the Service Life Policy
for the Aircraft (COVERED COMPONENTS)
5.7 Public Announcement. Boeing reserves the right to make a public
announcement regarding Customer's purchase of the Aircraft upon approval of
Boeing's press release by Customer's public relations department or other
authorized representative.
X.X.Xx. 2529 3
BOEING PROPRIETARY
5.8 Negotiated Agreement; Entire Agreement. This Purchase Agreement,
including the provisions of Article 8.2 of the AGTA relating to insurance, and
Article 11 of Part 2 of Exhibit C of the AGTA relating to DISCLAIMER AND RELEASE
and EXCLUSION OF CONSEQUENTIAL AND OTHER DAMAGES, has been the subject of
discussion and negotiation and is understood by the parties; the Aircraft Price,
and other agreements of the parties stated in this Purchase Agreement were
arrived at in consideration of such provisions. This Purchase Agreement,
including the AGTA, contains the entire agreement between the parties and
supersedes all previous proposals, understandings, commitments or
representations whatsoever, oral or written, and may be changed only in writing
signed by authorized representatives of the parties.
DATED AS OF XXXXXX 0, 0000
XXXXX EASTERN AIRLINES CORPORATION, THE BOEING COMPANY
LTD.
By /s/ Xxxx Xx By /s/ X.X. Xxxxxx
---------------------------------- -------------------------------------
Its Its ATTORNEY-IN-FACT
---------------------------------
CHINA EASTERN AVIATION IMPORT, CHINA AVIATION SUPPLIES IMPORT AND
& EXPORT CORPORATION. EXPORT CORPORATI0N
By /s/ Fan Erning By /s/ Xxx Xxxxxxx
---------------------------------- -------------------------------------
Its Its
--------------------------------- ------------------------------------
P.A. No. 2529 4
BOEING PROPRIETARY
TABLE 1A TO
PA 2529
AIRCRAFT DELIVERY, DESCRIPTION, PRICE AND ADVANCE PAYMENTS
Airframe Model/MTGW: 787-8 477,500
Engine Model: TRENT1000-8
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 per
Aircraft at Proposal Acceptance: ***
Detail Specification: 7E7B1-0227 REV C (06/30/2004)
Airframe Price Base Year: ***
Engine Price Base Year: ***
Airframe Escalation Data:
Base Year Index (ECI): ***
Base Year Index (ICI): ***
Engine Escalation Data:
Base Year Index (ECI): ***
Base Year Index (ICI): ***
Refundable Deposit per Aircraft at Proposal Acceptance:
Number Escalation Escalation Escalation Estimate Advance Payment Per Aircraft (Amts. Due/Mos. Prior to Delivery):
Delivery of Factor Factor Adv Payment Base ----------------------------------------------------------------
Date Aircraft (Airframe) (Engine) Price Per A/P *** *** *** Total
-------- -------- ---------- ---------- ------------------- -------------- -------------- -------------- ---------------
*** *** *** *** *** *** *** *** ***
*** *** *** *** *** *** *** *** ***
*** *** *** *** *** *** *** *** ***
*** *** *** *** *** *** *** *** ***
*** *** *** *** *** *** *** *** ***
*** *** *** *** *** *** *** *** ***
*** *** *** *** *** *** *** *** ***
*** *** *** *** *** *** *** *** ***
*** *** *** *** *** *** *** *** ***
*** *** *** *** *** *** *** *** ***
*** *** *** *** *** *** *** *** ***
*** *** *** *** *** *** *** *** ***
P.A. 2529
TABLE 1B TO
PA 2529
AIRCRAFT DELIVERY, DESCRIPTION, PRICE AND ADVANCE PAYMENTS
Airframe Model/MTGW: 787-8 477,500
Engine Model: GEN-X
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 per
Aircraft at Proposal Acceptance: ***
Detail Specification: 7E7B1-0227 REV C (06/30/2004)
Airframe Price Base Year: ***
Engine Price Base Year: ***
Airframe Escalation Data: ***
Base Year Index(ECI): ***
Base Year Index(ICI): ***
Engine Escalation Data: ***
Base Year Index(ECI): ***
Base Year Index(ICI): ***
Refundable Deposit per Aircraft at Proposal Acceptance:
Number Escalation Escalation Escalation Estimate Advance Payment Per Aircraft (Amts. Due/Mos. Prior to Delivery):
Delivery of Factor Factor Adv Payment Base ----------------------------------------------------------------
Date Aircraft (Airframe) Engine Price Per A/P *** *** *** ***
-------- -------- ---------- ---------- ------------------- -------------- -------------- -------------- ---------------
*** *** *** *** *** *** *** *** ***
*** *** *** *** *** *** *** *** ***
*** *** *** *** *** *** *** *** ***
*** *** *** *** *** *** *** *** ***
*** *** *** *** *** *** *** *** ***
*** *** *** *** *** *** *** *** ***
*** *** *** *** *** *** *** *** ***
*** *** *** *** *** *** *** *** ***
*** *** *** *** *** *** *** *** ***
*** *** *** *** *** *** *** *** ***
*** *** *** *** *** *** *** *** ***
*** *** *** *** *** *** *** *** ***
P.A. 2529
AIRCRAFT CONFIGURATION
between
THE BOEING COMPANY
and
CHINA EASTERN AIRLINES CORPORATION, LTD.
Exhibit A to Purchase Agreement Number 2529
P.A. No. 2529 A
BOEING PROPRIETARY
Exhibit A to
Purchase Agreement No. 2529
Page 2
AIRCRAFT CONFIGURATION
Dated AUGUST 8, 2005
relating to
BOEING MODEL 787-8 AIRCRAFT
The content of this Exhibit A will be defined pursuant to the provisions of
Letter Agreement 2529-04, "Open Configuration Matters", to the Purchase
Agreement.
P.A. No. 2529 A
BOEING PROPRIETARY
AIRCRAFT DELIVERY REQUIREMENTS AND RESPONSIBILITIES
between
THE BOEING COMPANY
and
CHINA EASTERN AIRLINES CORPORATION, LTD.
Exhibit B to Purchase Agreement Number 2529
P.A. No. 2529 B
BOEING PROPRIETARY
Exhibit B to
Purchase Agreement No. 2529
Page 1
AIRCRAFT DELIVERY REQUIREMENTS AND RESPONSIBILITIES
relating to
BOEING MODEL 787 AIRCRAFT
Both Boeing and Customer have certain documentation and approval
responsibilities at various times during the construction cycle of Customer's
Aircraft that are critical to making the delivery of each Aircraft a positive
experience for both parties. This Exhibit B documents those responsibilities and
indicates recommended completion deadlines for the actions to be accomplished.
1. GOVERNMENT DOCUMENTATION REQUIREMENTS.
Certain actions are required to be taken by Customer in advance of the
scheduled delivery month of each Aircraft with respect to obtaining certain
government issued documentation.
1.1 Airworthiness and Registration Documents.
Not later than 6 MONTHS PRIOR TO DELIVERY of each Aircraft,
Customer will notify Boeing of the registration number to be painted on the side
of the Aircraft. In addition, and not later than 3 MONTHS PRIOR TO DELIVERY of
each Aircraft, Customer will, by letter to the regulatory authority having
Jurisdiction authorize the temporary use of such registration numbers by Boeing
during the pre-delivery testing of the Aircraft.
Customer is responsible for furnishing any Temporary or Permanent Registration
Certificates required by any governmental authority having jurisdiction to be
displayed aboard the Aircraft after delivery.
1.2 Certificate of Sanitary Construction.
1.2.1 U.S. Registered Aircraft. Boeing will obtain from the
United States Public Health Service, a United States Certificates of Sanitary
Construction to be displayed aboard each Aircraft after delivery to Customer.
1.2.2 Non-U.S. Registered Aircraft. If Customer requires a United
States Certificate of Sanitary Construction at the time of delivery of the
Aircraft, Customer will give written notice thereof to Boeing at least 3 MONTHS
PRIOR TO DELIVERY. Boeing will then use its reasonable best efforts to obtain
the Certificate from
P.A. No. 2529 B-1
BOEING PROPRIETARY
Exhibit B to
Purchase Agreement No. 2529
Page 2
the United States Public Health Service and present it to Customer at the time
of Aircraft delivery.
1.3 Customs Documentation.
1.3.1. Import Documentation. If the Aircraft is intended to be
exported from the United States, Customer must notify Boeing not later than 3
MONTHS PRIOR TO DELIVERY of each Aircraft of any documentation required by the
customs authorities or by any other agency of the country of import.
1.3.2 General Declaration - U.S. If the Aircraft is intended to
be exported from the United States, Boeing will prepare Customs Form 7507,
General Declaration, for execution by U.S. Customs immediately prior to the
ferry flight of the Aircraft. For this purpose, Customer will furnish to Boeing
not later than 20 DAYS PRIOR TO DELIVERY all information required by U.S.
Customs or U.S. Immigration and Naturalization Service, including without
limitation (i) a complete crew and passenger list identifying the names, birth
dates, passport numbers and passport expiration dates of all crew and passengers
and (ii) a complete ferry flight itinerary, including point of exit from the
United States for the Aircraft.
If Customer intends, during the ferry flight of an Aircraft, to land at a U.S.
airport after clearing Customs at delivery, Customer must notify Boeing not
later than 20 DAYS PRIOR TO DELIVERY of such intention. If Boeing receives such
notification, Boeing will provide to Customer the documents constituting a
Customs permit to proceed, allowing such Aircraft to depart after any such
landing. Sufficient copies of completed Form 7507, along with passenger
manifest, will be furnished to Customer to cover U.S. stops scheduled for the
ferry flight.
1.3.3 Export Declaration - U.S. If the Aircraft is intended to be
exported from the United States, Boeing will prepare Form 525V and, IMMEDIATELY
PRIOR TO THE FERRY FLIGHT, will submit such Form to U.S. Customs in Seattle in
order to obtain clearance for the departure of the Aircraft, including any
cargo, from the United States. U.S. Customs will deliver the Export Declaration
to the U.S. Department of Commerce after export.
2. INSURANCE CERTIFICATES.
Unless provided earlier, Customer will provide to Boeing not later
than 30 DAYS PRIOR TO DELIVERY of the first Aircraft, a copy of the requisite
annual insurance certificate in accordance with the requirements of Article 8 of
the AGTA.
P.A. NO. 2529 B-2
BOEING PROPRIETARY
Exhibit B to
Purchase Agreement No. 2529
Page 3
3. NOTICE OF FLYAWAY CONFIGURATION.
Not later than 20 DAYS PRIOR TO DELIVERY of the Aircraft, Customer
will provide to Boeing a configuration letter stating the requested "flyaway
configuration" of the aircraft for its ferry flight. This configuration letter
should include:
(i) the name of the company which is to furnish fuel for the ferry
flight and any scheduled post-delivery flight training, the method of
payment for such fuel, and fuel load for the ferry flight;
(ii) the cargo to be loaded and where it is to be stowed on board the
Aircraft, the address where cargo is to be shipped after flyaway and
notification of any hazardous materials requiring special handling;
(iii) any BFE equipment to be removed prior to flyaway and returned to
Boeing BFE stores for installation on Customer's subsequent Aircraft;
(iv) a complete list of names and citizenship of each crew member and
non-revenue passenger who will be aboard the ferry flight; and
(v) a complete ferry flight itinerary.
4. DELIVERY ACTIONS BY BOEING.
4.1 Schedule of Inspections. All FAA Boeing, Customer and if required,
U.S. Customs Bureau inspections will be scheduled by Boeing for completion prior
to delivery or departure of the Aircraft. Customer will be informed of such
schedules.
4.2 Schedule of Demonstration Flights. All FAA and Customer
demonstration flights will be scheduled by Boeing for completion prior to
delivery of the Aircraft.
4.3 Schedule for Customer's Flight Crew. Boeing will inform Customer
of the date that a flight crew is required for acceptance routines associated
with delivery of the Aircraft.
P.A. No. 2529 B-3
BOEING PROPRIETARY
Exhibit B to
Purchase Agreement No. 2529
Page 4
4.4 Fuel Provided by Boeing. Boeing will provide to Customer, without
charge, the amount of fuel shown in U.S. gallons in the table below for the
model of Aircraft being delivered and full capacity of engine oil at the time of
delivery or prior to the ferry flight of the Aircraft.
AIRCRAFT MODEL ***
-------------- ---
737 ***
747 ***
757 ***
767 ***
777 ***
787 ***
4.5 Flight Crew and Passenger Consumables. Boeing will provide
reasonable quantities of food, coat hangers, towels, toilet tissue, drinking
cups and soap for the first segment of the ferry flight for the Aircraft.
4.6 Delivery Papers, Documents and Data. Boeing will have available at
the time of delivery of the Aircraft certain delivery papers, documents and data
for execution and delivery. If title for the Aircraft will be transferred to
Customer through a Boeing sales subsidiary and if the Aircraft will be
registered with the FAA, Boeing will pre-position in Oklahoma City, Oklahoma,
for filing with the FAA at the time of delivery of the Aircraft an executed
original Form 8050-2, Aircraft Xxxx of Sale, indicating transfer of title to the
Aircraft from Boeing's sales subsidiary to Customer.
4.7 Delegation of Authority. If specifically requested in advance by
Customer, Boeing will present a certified copy of a resolution of Boeing's Board
of Directors, designating and authorizing certain persons to act on its behalf
in connection with delivery of the Aircraft.
5. DELIVERY ACTIONS BY CUSTOMER.
5.1 Aircraft Radio Station License. At delivery Customer will provide
its Aircraft Radio Station License to be placed on board the Aircraft following
delivery.
5.2 Aircraft Flight Log. At delivery Customer will provide the
Aircraft Flight Log for the Aircraft.
5.3 Delegation of Authority. customer will present to Boeing at
delivery of the Aircraft an original or certified copy of Customer's Delegation
of Authority designating and authorizing certain persons to act on its behalf in
connection with delivery of the specified Aircraft.
P.A. No. 2529 B-4
BOEING PROPRIETARY
ESCALATION ADJUSTMENT
AIRFRAME AND OPTIONAL FEATURES
between
THE BOEING COMPANY
and
CHINA EASTERN AIRLINES CORPORATION, LTD.
Supplemental Exhibit AEl to Purchase Agreement Number 2529
P.A. No. 2529 AE1
BOEING PROPRIETARY
1. Formula.
Airframe and Optional Features price adjustments (Airframe Price
Adjustment) are used to allow prices to be stated in current year dollars at the
signing of this Purchase Agreement and to adjust the amount to be paid by
Customer at delivery for the effects of economic fluctuation. The Airframe Price
Adjustment will be determined at the time of Aircraft delivery in accordance
with the following formula:
***
P.A. No. 2529 AE1-1
BOEING PROPRIETARY
***
P.A. No. 2529 AE1-2
BOEING PROPRIETARY
2. Values to be Utilized in the Event of Unavailability.
***
P.A. No. 2529 AE1-3
BOEING PROPRIETARY
***
P.A. No. 2529 AE1-4
BOEING PROPRIETARY
787 CUSTOMER SUPPORT DOCUMENT
BETWEEN
THE BOEING COMPANY
AND
CHINA EASTERN AIRLINES CORPORATION, LTD.
Supplemental Exhibit CSl to Purchase Agreement Number 2529
This document contains:
Part 1: Maintenance and Flight Training Programs
Part 2: Field Services and Engineering Support Services
Part 3: Technical Information and Materials
Part 4: Alleviation or Cessation of Performance
Part 5: Protection of Proprietary Information and Proprietary Materials
P.A. No. 2529 CS1
BOEING PROPRIETARY
787 CUSTOMER SUPPORT DOCUMENT
PART 1: BOEING MAINTENANCE AND FLIGHT TRAINING
PROGRAMS; OPERATIONS ENGINEERING SUPPORT
1. Boeing Training Programs.
***
1.1 ***
1.2 ***
P.A. No. 2529 CS1-1
BOEING PROPRIETARY
***
P.A. No. 2529 CS1-2
BOEING PROPRIETARY
***
4. ***
5. ***
5.1 ***
5.2 ***
5.3 ***
5.4 ***
P.A. No. 2529 CS1-3
BOEING PROPRIETARY
***
5.5 ***
5.6 ***
5.7 ***
5.8 ***
5.9 ***
P.A. No. 2529 CS1-4
BOEING PROPRIETARY
***
P.A. No. 2529 CS1-5
BOEING PROPRIETARY
787 CUSTOMER SUPPORT DOCUMENT
PART 2: FIELD AND ENGINEERING SUPPORT SERVICES
1. ***
1.1 ***
1.2 ***
1.3 ***
2. ***
2.1 ***
P.A. No. 2529 CS1-6
BOEING PROPRIETARY
***
P.A. No. 2529 CS1-7
BOEING PROPRIETARY
2.2 ***
2.3 ***
P.A. No. 2529 CS1-8
BOEING PROPRIETARY
787 CUSTOMER SUPPORT DOCUMENT
PART 3: TECHNICAL INFORMATION AND MATERIALS
1. General.
MATERIALS are defined as any and all items that are created by Boeing or a
third party, which are provided directly or indirectly from Boeing and serve
primarily to contain, convey or embody information. Materials may include either
tangible embodiments (for example, documents or drawings), or intangible
embodiments (for example, software and other electronic forms) of information
but excludes Aircraft Software. AIRCRAFT SOFTWARE is defined as software that is
installed on and used in the operation of the Aircraft.
***
2. Materials Planning Conference.
***
P.A. No. 2529 CS1-9
BOEING PROPRIETARY
***
3. Technical Data and Maintenence Information.
***
a) ***
b) ***
P.A. No. 2529 CS1-10
BOEING PROPRIETARY
***
c) ***
d) ***
e) ***
f) ***
g) ***
P.A. No. 2529 CS1-11
BOEING PROPRIETARY
***
4. ***
5. ***
6. ***
7. ***
8. Buyer Furnished Equipment Data.
P.A. No. 2529 CS1-12
BOEING PROPRIETARY
***
9. Customer's Shipping Address.
***
P.A. No. 2529 CS1-13
BOEING PROPRIETARY
787 CUSTOMER SUPPORT DOCUMENT
PART 4: ALLEVIATION OR CESSATION OF PERFORMANCE
***
1. ***
2. ***
3. ***
4. ***
5. ***
P.A. No. 2529 CS1-14
BOEING PROPRIETARY
787 CUSTOMER SUPPORT DOCUMENT
PART 5: PROTECTION OF PROPRIETARY INFORMATION AND PROPRIETARY MATERIALS
1. General.
All Materials provided by Boeing to Customer and not covered by a Boeing
CSGTA or other agreement between Boeing and Customer defining Customer's right
to use and disclose the Materials and included information will be covered by
and subject to the terms of the AGTA as amended by the terms of the Purchase
Agreement. Title to all Materials containing conveying or embodying
confidential, proprietary or trade secret information (Proprietary Information)
belonging to Boeing or a third party (Proprietary Materials), will at all times
remain with Boeing or such third party. Customer will treat all Proprietary
Materials and all Proprietary Materials and all Proprietary Information in
confidence and use and disclose the same only as specifically authorized in the
AGTA as amended by the terms of the Purchase Agreement.
2. License Grant.
2.1 ***
2.2 ***
3. Use of Proprietary Materials and Proprietary Information.
***
P.A. No. 2529 CS1-15
BOEING PROPRIETARY
specified by Boeing and (b) development and manufacture of training devices and
maintenance tools for use by Customer.
4. Providing of Proprietary Materials to Contractors.
***
5. Providing of Proprietary Materials and Proprietary Information to
Regulatory Agencies.
***
P.A. No. 2529 CS1-16
BOEING PROPRIETARY
ATTACHMENT A to
Supplemental Exhibit CS1 to
Purchase Agreement 2529
Page 1
787 TRAINING POINTS MENU
***
P.A. No. 2529 CS1-17
BOEING PROPRIETARY
ATTACHMENT A to
Supplemental Exhibit CS1 to
Purchase Agreement 2529
Page 2
***
* Points per Class are based upon training conducted according to the
standard Boeing training course. Extended or modified courses will require
point adjustment to reflect altered work statement or duration.
** Non-social Sessions are those in which any part of the session falls
between midnight and 06:00 A.M. local time. To qualify for this discount
all simulator sessions for a given course must be scheduled as Non-social
Sessions.
P.A. No. 2529 CS1-18
BOEING PROPRIETARY
ENGINE ESCALATION
AND
ENGINE WARRANTY
between
THE BOEING COMPANY
and
CHINA EASTERN AIRLINES CORPORATION, LTD.
Supplemental Xxxxxxx XX0 to Purchase Agreement Number 2529
P.A. No. 2529 EE1
BOEING PROPRIETARY
1. ENGINE ESCALATION.
(a) The Aircraft Basic Price of each Aircraft set forth in Table 1 of the
Purchase Agreement includes an aggregate price for Rolls-Royce plc Trent 1000
series engines and all accessories, equipment and parts provided by the engine
manufacturer (Engines). The adjustment in Engine Price applicable to each
Aircraft (Engine Price Adjustment) will be determined at the time of Aircraft
delivery in accordance with the following formula:
***
PA NO. 2529 EE1-1
BOEING PROPRIETARY
***
Note: ***
P.A. No. 2529 EE1-2
BOEING PROPRIETARY
2. Values to be Utilized in the Event of Unavailability.
2.1 ***
2.2 ***
2.3 ***
2.4 ***
Note: ***
P.A. No. 2529 EE1-3
BOEING PROPRIETARY
***
3. Engine Warranty.
***
P.A. No. 2529 EE1-4
BOEING PROPRIETARY
ENGINE ESCALATION
AND
ENGINE WARRANTY
between
THE BOEING COMPANY
and
CHINA EASTERN AIRLINES CORPORATION, LTD.
Supplemental Xxxxxxx XX0 to Purchase Agreement Number 2529
P.A. No. 2529 EE1
BOEING PROPRIETARY
1. ENGINE ESCALATION.
(a) The Aircraft Basic Price of each Aircraft set forth in Table 1 of the
Purchase Agreement includes an aggregate price for General Electric Aircraft
GENX series engines and all accessories, equipment and parts provided by the
engine manufacturer (Engines). The adjustment in Engine Price applicable to each
Aircraft (Engine Price Adjustment) will be determined at the time of Aircraft
delivery in accordance with the following formula:
***
P.A. No. 2529 EE1-1
BOEING PROPRIETARY
***
Note: ***
P.A. No. 2529 EE1-2
BOEING PROPRIETARY
2. ***
2.1 ***
2.2 ***
2.3 ***
2.4 ***
Note: ***
P.A. No. 2529 EE1-3
BOEING PROPRIETARY
***
3. ***
P.A. No. 2529 EE1-4
BOEING PROPRIETARY
SERVICE LIFE POLICY COMPONENTS
between
THE BOEING COMPANY
and
CHINA EASTERN AIRLINES CORPORATION, LTD.
Supplemental Exhibit SLP1 to Purchase Agreement Number 2529
P.A. No. 2529 SLP1
BOEING PROPRIETARY
COVERED SERVICE LIFE COMPONENTS
relating to
BOEING MODEL 787 AIRCRAFT
This is the listing of Covered Components for the Aircraft which relate to Part
3, Boeing Service Life Policy of Exhibit C, Product Assurance Document to the
AGTA and is a part of Purchase Agreement No. 2529.
1. ***
(a) ***
(b) ***
(c) ***
(d) ***
(e) ***
(f) ***
(g) ***
(h) ***
(i) ***
(j) ***
(k) ***
(l) ***
(m) ***
P.A. No. 2529 SLP1-1
BOEING PROPRIETARY
2. ***
(a) ***
(b) ***
(c) ***
(d) ***
(e) ***
(f) ***
(g) ***
(h) ***
(i) ***
(j) ***
P.A. No. 2529 SLP1-2
BOEING PROPRIETARY
3. ***
(a) ***
(b) ***
(c) ***
(d) ***
(e) ***
(f) ***
(g) ***
4. ***
(a) ***
(b) ***
(c) ***
(d) ***
(e) ***
(f) ***
(g) ***
5. ***
(a) ***
(b) ***
(c) ***
(d) ***
P.A. No. 2529 SLP1-3
BOEING PROPRIETARY
6. ***
7. ***
NOTE: The Service Life Policy does not cover any bearings, bolts, bushings,
clamps, Brackets, actuating mechanisms, of latching mechanisms used in or
on the Covered Components.
P.A. No. 2529 SLP1-4
BOEING PROPRIETARY
(BOEING LOGO)
The Boeing Company
X.X. Xxx 0000
Xxxxxxx, XX 00000-0000
0000-00
Xxxxx Eastern Airlines Corporation, Ltd.
0000 Xxxxxxxx Xxxx
Xxxxxxxx 000000
People's Republic of China
Subject: Open Configuration Matters
Reference: Purchase Agreement No. 2529 (the Purchase Agreement) between The
Boeing Company (Boeing) and China Eastern Airlines Corporation, Ltd.
(Customer) relating to Model 787-89P aircraft (the Aircraft)
This Letter Agreement amends the Purchase Agreement. All terms used but not
defined in this Letter Agreement have the same meaning as in the Purchase
Agreement.
1. Aircraft Configuration.
1.1 ***
1.2 ***
2. ***
2.1 Basic Specification. Changes applicable to the basic Model 787 aircraft
which are developed by Boeing between the date of signing of the Purchase
Agreement and completion of the final configuration review described in
paragraph 1.2 above will be incorporated into the Aircraft Configuration by
written amendment.
P.A. No. 2529
Open_Configuration_Matters
BOEING PROPRIETARY
China Eastern Airlines Corporation, Ltd.
2529-04
Page 2
2.2 ***
2.3 ***
2.4 ***
3. ***
3.1 ***
3.2 ***
3.3 ***
P.A. No. 2529
Open_Configuration_Matters
BOEING PROPRIETARY
China Eastern Airlines Corporation, Ltd.
2529-04
Page 3
Very truly yours,
THE BOEING COMPANY
By /s/ X.X. Xxxxxx
----------------------------------
Its Attorney-In-Fact
ACCEPTED AND AGREED TO this
Date: XXXXXX 0, 0000
XXXXX EASTERN AIRLINES CORPORATION, LTD.
By /s/ Xxxx Xx
----------------------------------
Its
---------------------------------
CHINA EASTERN AVIATION IMPORT & EXPORT CORPORATION
By /s/ Fan Erning
----------------------------------
Its
---------------------------------
P.A. No. 2529
Open_Configuration_Matters
BOEING PROPRIETARY
CONFIGURATION OPTIONS RELATING TO THE AIRCRAFT
Attachment A To
Letter Agreement 2529-04
OPTION
REFERENCE
NUMBER OPTION TITLE ***
----------- ------------ ----------
0110B750A60 Major Model 7E7 ***
0110B750A62 Minor Model 7E7-8 ***
0220-JA01 FAA Type Certification ***
0220-JA02 EASA Type Certification and Export Certificate of Airworthiness --
FAA/EASA Certification Basis. ***
0220-JA03 Validation of Aircraft Compliance with JCAB Type Certification. ***
0220-JA04 Type Certification and Export Certification of Airworthiness for
Airplane Delivery - Requirement. ***
0228-JA01 Airplane Flight Data in compliance with FAA regulations ***
0228-JA02 Airplane Flight Manuals Date in compliance with FAA format
regulations with Supplement Information for National Aviation
Authority of _________ (template). ***
0228-JA03 Airplane Flight Data in compliance with FAA regulations with
Supplemental Information for JCAB of Japan ***
0228-JA04 Airplane Flight Data in compliance with EASA regulations ***
0228-JA05 Airplane Flight Data in Compliance with EASA regulations with
Supplement Information for National Aviation Authority of
_________ (template). ***
0228-JA06 Airplane Flight Manuals Data in Format to Meet the compliance
with the requirements of Aviation Authority _________ of ________
(template). ***
0228-JA07 Flight Crew Operations Data in compliance with FAA requirements ***
0228-JA08 Flight Crew Operations Data in compliance with EASA Format
requirements ***
0252-JA01 Instrumentation and Airplane Flight Operations Manual in Standard
Units ***
0252-JA02 Instrumentation and Airplane Flight Operations Manual in Metric
Units ***
0252-JA03 Instrumentation and Airplane Flight Operations Manual in Standard
Units with Temperature in Degrees Celsius ***
0315-JA02 Revised 7E7-8 Operational max takeoff weight ***
0315-JA04 Revised 7E7-8 Operational max zero fuel weight (MZFW) and
Operational max landing weight (MLW) ***
0351-JA01 Alternate FWD CG ***
0352-JA01 Customized Loading Schedule for Weight and Balance Control -
Alignment Chart Loading ***
0352-JA02 Customized Loading Schedule for Weight and Balance Control -
Universal Index Loading ***
0910-MA01 Aft Tow Fitting - Nose Landing Gear ***
1110-JA01 Exterior decorative finish - Supplier A ***
1110-JA02 Exterior decorative finish - Supplier B ***
1120-JA01 Maintenance Markings ***
1130-WA01 Interior Placards ***
2162-WA01 Forward Cargo Air Conditioning ***
2170-MA01 Flight Deck Humidification System ***
2210-MA01 Autoflight - Heading hold at autopilot command engage ***
2210-MA02 Autoflight - Bank angle hold at autopilot command engage ***
2210-MB01 Autoflight - Inhibit Glideslope capture prior to Localizer Capture ***
2210-MB02 Autoflight - Enable Glideslope capture prior to Localizer Capture ***
2315-MA02 SATCOM - Second System Installation ***
2318-SA01 Cellular Phone Connection ***
2320-MA01 ATN Datalink ***
2324-MA01 Emergency Locator Transmitter (ELT) - Antenna & Control panel ***
2510-JA01 Flight Deck Door Surveillance Camera System ***
2510-WB01 Secondary Flight Deck Door ***
2519-WA01 Overhead Flight Deck Crew Rest with 1 Fold-Down Seat ***
1
CONFIGURATION OPTIONS RELATING TO THE AIRCRAFT
Attachment A to
Letter Agreement 2529-04
2519-WA02 Overhead Flight Deck Crew Rest with 2 Business Class Seats ***
2520-WB01 Interior Color Decor Selection ***
2524-WA01 Curtains ***
2524-WB01 Closets ***
Outboard Underbin ***
Outboard Full Height ***
Centerline Underbin ***
Centerline Full Height ***
2524-WC01 Partitions ***
Outboard Full Height ***
Centerline Full Height ***
2525-WA01 Economy Class Seats-SUPPLIER A ***
2525-WA02 Economy Class Seats-SUPPLIER B ***
2525-WA03 Economy Class Seats-SUPPLIER C ***
2525-WA04 Economy Class Seats-SUPPLIER D ***
2525-WA05 Economy Class Seats-SUPPLIER E ***
2525-WA06 Economy Class Seats-SUPPLIER F ***
2525-WC01 BFE Premium Class Seating - Track Mounted ***
2525-WC02 BFE Premium Class Seating - POD Seats ***
2525-WD01 Premium Class Seats-SUPPLIER A ***
2525-WD02 Premium Class Seats-SUPPLIER B ***
2525-WD03 Premium Class Seats-SUPPLIER C ***
2525-WE01 Attendant Station (charge for High Comfort Seat only) ***
2527-WA01 Floor Coverings ***
2528-WA01 Main Cabin Stowage Bins ***
2528-WB01 Premium Cabin - No Stowage Bins ***
2528-WB02 Premium Cabin - Outboard and Centerline Stowage Bins ***
2528-WB03 Premium Cabin - Outboard Stowage Bins Only ***
2528-WC01 Monument Mounted Stowage (Dog House) ***
2528-WD01 Stowage Bustle ***
2528-WE01 Magazine Racks ***
2528-WF01 Literature Pockets ***
2529-WA01 Overhead Cabin Attendant Crew rest ***
2529-WA02 Xxxxxx Station ***
2530-WA01 Galleys - Boeing Certification and Installation
Galley Shells by Cart ***
2530-WA02 Galley Inserts ***
2540-WA01 Lavatories ***
DOT Lavatory ***
First Class Lavatory ***
0000-XX00 Xxxxxxxxx Xxxxxxxxx Equipment Life Vests - SFE ***
0000-XX00 Xxxxxxxxx Xxxxxxxxx Equipment Portable Emergency Locator Transmitter
-SFE ***
2564-WA01 Detachable Emergency Equipment ***
2623-JA01 Enhanced cargo fire suppression -- TBD duration. ***
2623-JA02 Enhanced cargo fire suppression -- TBD duration. ***
0000-XX00 Xxxxxxx Xxxxxx Disagree Alert (WGS-84 airports only) ***
3162-MB01 ILS Localizer Deviation Expanded Scale - Autopilot and Flight
Director mode ***
3162-MB02 ILS Localizer Deviation Expanded Scale - Autopilot mode only ***
3162-MC01 Flight Director Command display - Split Axis - ADI ***
3162-MC02 Flight Director Command Display - Filled Integrated Cue - ADI ***
0000-XX00 Xxxxxx Xxxxxx - Displayed on the ADI ***
3162-ME01 Display of Round Dial Radio Attitude - ADI ***
3162-MF01 Map Mode Orientation - Heading Up - Mini Map/ND ***
3162-MF02 Map Mode Orientation - Track Up - Mini Map/ND ***
2
CONFIGURATION OPTIONS RELATING TO THE AIRCRAFT
Attachment A To
Letter Agreement 2529-04
3245-MA01 Wheels and Brakes - Carbon - Supplier A ***
3245-MA02 Wheels and Brakes - Carbon - Supplier B ***
3321-WA01 Customer Specific - Dynamic Cabin Lighting system ***
3324-WA01 Customer Specific - Passenger Information Signs ***
3400-MA01 2nd Core Network ***
3446-MA01 No Mode 6 Callouts ***
3446-MA02 50, 30, 10 ***
3446-MA03 100, 50, 30, 10 ***
3446-MA04 100, 50, 30, 20 ***
3446-MA05 100, 50, 30, 20, 10 ***
3446-MA06 2500, 50, 30, 10 ***
3446-MA07 100, 50, 20, 10, Minimums ***
3446-MA08 100, 50, 40, 30, 20, 10, Minimums ***
3446-MA09 400, 300, 200, 100, 50, 40, 30, 20, 10, Minimums ***
3446-MA10 500, 100, 50, 403020, 10, Minimums ***
3446-MA11 500, 400, 300, 200, 100, 50, 40, 30, 20, 10, Minimums ***
3446-MA12 1000, 500, 400, 300, 200, 100, 50, 40, 30, 20, 10, Minimums ***
3446-MA13 00, 00, 00, 00, 00, Xxxxxxxx-Xxxxxxxx ***
3446-MA14 200, 100, 50, 40, 30, 20, 10, Minimums - Minimums ***
3446-MA15 1000(Baro), 500(Baro), 100, 50, 30, 20, 10, Approaching Minimums -
Minimums ***
3446-MA16 2500, 100, 500, 400, 300, 200, 100, 50, 40, 30, 20, 10, Approaching
Minimums, Minimums ***
3446-MA17 2500, 1000, 50, 40, 30, 20, 10, Approaching Decision Height,
Minimums ***
3446-MA18 50, 40, 30, 20, 10, Plus Hundred, Minimum ***
3457-MA01 ADF - Dual System - Supplier X ***
3510-MA01 Two Crew Oxygen cylinders - 115-Cubic-Foot-Capacity ***
3510-MB0I Remote Crew Oxygen fill Station ***
3510-MC01 Full face mask with Built-in Smoke Goggles - Captain, First
Officer, First & Second Observer - TBD - SFE ***
3510-MC02 Diluter demand Regulators with separate Smoke Goggles - Captain,
First Officer, First& Second Observer - TBD - SFE ***
3520-WA02 Passenger Oxygen -Additional capacity Option - 22 MINUTES ***
3520-WA03 Passenger Oxygen -Additional capacity Option - 60 MINUTES ***
3520-WA01 Passenger Oxygen -12 MINUTES ***
3810-WA01 Potable water Storage capacity Increase of 40 gallons (7E7-8) ***
3810-WA03 Potable water Storage capacity Increase of 100 gallons ***
3810-WA04 Potable water Storage capacity Increase of 75 Gallons and Waste
Capacity increase ***
3810-WA05 Potable Water Quality Preselection System ***
4420-SA01 In-Flight Entertainment System - Supplier # 1 ***
4420-SA02 In-Flight Entertainment System - Supplier # 2 ***
4420-SA03 In-Flight Entertainment System - Supplier # 3 ***
4420-SB01 Passenger Entertainment Camera System - Front Lower Lobe Camera -
CSE ***
4420-SC01 PC Power - Installation - CSE ***
4435-SA01 Connexion by Boeing System Installation ***
4435-SA02 SATCOM - SwiftBroadband - Single System Installation ***
4435-TBD SATCOM - SwiftBroadband Second System Installation ***
4450-SA01 Cabin Services System - Monitor & Control Function Panels ***
7200-JA01 General Electric Propulsion System ***
7200-JA02 Rolls-Royce Propulsion System ***
** Does not include equipment or service agreement charges which will be
provided by Connexion
3
Attachment B to
Letter Agreement 2529-04
2003 Yr $
7E7-8
CUSTOMER INTERIOR SELECTABLES
INCLUDED IN BASELINE SPEC CUSTOMER POTENTIAL
270 PAX YS4382 REV C CONFIGURATION EXHIBIT 'A'
------------------------------------ ----------------------- -----------
2003$ QUANTITY PRICE TOTAL QUANTITY PRICE PRICE
----- ---------- ---------- ---------- ---------- ---------- ----------
TOTAL GALLEY STRUCTURE PRICE *** *** *** *** *** ***
GALLEY SHELLS *** *** *** *** *** ***
GALLEY CARTS (IN SHELLS) *** *** *** *** *** ***
GALLEY INSERTS *** *** *** *** *** ***
LAVATORIES - STANDARD *** *** *** *** *** ***
LAVATORIES - PREMIUM *** *** *** *** *** ***
LAVATORIES - DISABLED PERSON *** *** *** *** *** ***
PARTITIONS / CLASS DIVIDER *** *** *** *** *** ***
FULL HEIGHT OUTBOARD PARTITIONS *** *** *** *** *** ***
FULL HEIGHT CENTERLINE PARTITIONS *** *** *** *** *** ***
UNDERBIN OUTBOARD CLASS DIVIDER *** *** *** *** *** ***
UNDERBIN CENTERLINE CLASS DIVIDER *** *** *** *** *** ***
CLOSETS *** *** *** *** *** ***
OUTBOARD UNDERBIN *** *** *** *** *** ***
OUTBOARD FULL HEIGHT *** *** *** *** *** ***
CENTERLINE UNDERBIN *** *** *** *** *** ***
CENTERLINE FULL HEIGHT *** *** *** *** *** ***
ECONOMY CLASS SEATS *** *** *** *** *** ***
PREMIUM CLASS SEATS *** *** *** *** *** ***
TOTAL *** *** *** *** *** ***
(BOEING LOGO)
The Boeing Company
X.X. Xxx 0000
Xxxxxxx, XX 00000-0000
0000-00
Xxxxx Eastern Airlines Corporation, Ltd.
0000 Xxxxxxxx Xxxx
Xxxxxxxx 000000
People's Republic of China
Subject: Spares Initial Provisioning
Reference: a) Purchase Agreement No. 2529 (The Purchase Agreement) between The
Boeing Company (Boeing) and China Eastern Airlines Corporation,
Ltd. (Customer) relating to Model 787-89P aircraft (the Aircraft)
b) Customer Services General Terms Agreement No. 9P (CSGTA) between
Boeing and Customer
This Letter Agreement is entered into as of the date below and amends and
supplements the CSGTA. All capitalized terms used but not defined in this Letter
Agreement have the same meaning as in the CSGTA, except for "Aircraft" which
will have the meaning as defined in the Purchase Agreement.
In order to define the process by which Boeing and Customer will (i) identify
those Spare Parts and Standards critical to Customer's successful introduction
of the Aircraft into service and its continued operation, (ii) place orders
under the provisions of the CSGTA as supplemented by the provisions of this
Letter Agreement for those Spare Parts and Standards, and (iii) manage the
return of certain of those Spare Parts which Customer does not use, the parties
agree as follows.
1. Definitions.
***
P.A. No. 2529
Spares_Initial_Provisioning
BOEING PROPRIETARY
China Eastern Airlines Corporation, Ltd.
2529-05
Page 2
2. ***
2.1 ***
2.2 ***
2.3 ***
3. ***
3.1 ***
P.A. No. 2529
Spares_Initial_Provisioning
BOEING PROPRIETARY
China Eastern Airlines Corporation, Ltd.
2529-05
Page 3
***
3.2 ***
3.3 ***
4. Delivery
***
P.A. No. 2529
Spares_Initial_Provisioning
BOEING PROPRIETARY
China Eastern Airlines Corporation, Ltd.
2529-05
Page 4
5. ***
5.1 ***
5.2 ***
6. ***
6.1 ***
6.2 ***
P.A. No. 2529
Spares_Initial_Provisioning
BOEING PROPRIETARY
China Eastern Airlines Corporation, Ltd.
2529-05
Page 5
6.3 ***
6.4 ***
6.5 ***
6.6 ***
P.A. No. 2529
Spares_Initial_Provisioning
BOEING PROPRIETARY
China Eastern Airlines Corporation, Ltd.
2529-05
Page 6
7. Title and Risk of Loss.
***
8. Termination of Excusable Delay.
***
9. Order of Precedence.
In the event of any inconsistency between the terms of this Letter
Agreement and the terms of any other provisions of the CSGTA, the terms of this
Letter Agreememt will control.
P.A. No. 2529
Spares_Initial_Provisioning
BOEING PROPRIETARY
China Eastern Airlines Corporation, Ltd.
2529-05
Page 7
Very truly yours,
THE BOEING COMPANY
By /s/ X.X. Xxxxxx
----------------------------------
Its Attorney-In-Fact
ACCEPTED AND AGREED TO this
Date: XXXXXX 0, 0000
XXXXX EASTERN AIRLINES CORPORATION, LTD.
By /s/ Xxxx Xx
----------------------------------
Its
---------------------------------
CHINA EASTERN AVIATION IMPORT & EXPORT CORPORATION
By /s/ Fan Erning
----------------------------------
Its
---------------------------------
P.A. No. 2529
Spares_Initial_Provisioning
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: Liquidated Damages-Non-Excusable Delay
Reference: Purchase Agreement No. 2529 (the Purchase Agreement) between The
Boeing Company (Boeing) and China Eastern Airlines Corporation, Ltd.
(Customer) relating to Model 787-89P 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.
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
***
2. Interest
***
P.A. No. 2529
Liquidated_Damages_Non-Excusable_Delay
BOEING PROPRIETARY
China Eastern Airlines Corporation, Ltd.
6-1165-CKR-0950
Page 2
***
3. Right of Termination.
***
4. Termination.
***
5. Exclusive Remedies.
***
6. Confidential Treatment.
Customer understands the 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
P.A. No. 2529
Liquidated_Damages_Non-Excusable_Delay
BOEING PROPRIETARY
China Eastern Airlines Corporation, Ltd.
6-1165-CKR-0950
Page 3
Boeing, disclose this Letter Agreement or any information contained herein to
any other person or entity.
Very truly yours,
THE BOEING COMPANY
By /s/ X.X. Xxxxxx
----------------------------------
Its Attorney-In-Fact
ACCEPTED AND AGREED TO this
Date: XXXXXX 0, 0000
XXXXX EASTERN AIRLINES CORPORATION, LTD.
By /s/ Xxxx Xx
----------------------------------
Its
---------------------------------
CHINA EASTERN AVIATION IMPORT & EXPORT CORPORATION
By /s/ Fan Erning
----------------------------------
Its
---------------------------------
P.A. No. 2529
Liquidated_Damages_Non-Excusable_Delay
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: Aircraft Performance Guarantees
Reference: Purchase Agreement No. 2529 (the Purchase Agreement) between The
Boeing Company (Boeing) and China Eastern Airlines Corporation, Ltd.
(Customer) relating to Model 787-89P 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.
Boeing agrees to provide Customer with the performance guarantees in the
Attachments. These guarantees are exclusive and expire upon delivery of the
Aircraft to Customer. Customer agrees to limit the remedy for non-compliance of
any performance guarantee to the terms in Letter Agreement No. 6-1165-CKR-0959.
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. 2529
Performance_Guarantees
BOEING PROPRIETARY
China Eastern Airlines Corporation, Ltd.
6-1165-CKR-0951
Page 2
Very true yours,
THE BOEING COMPANY
By /s/ X.X. Xxxxxx
----------------------------------
Its Attorney-In-Fact
ACCEPTED AND AGREED TO this
Date: XXXXXX 0, 0000
XXXXX EASTERN AIRLINES CORPORATION, LTD.
By /s/ Xxxx Xx
----------------------------------
Its
---------------------------------
CHINA EASTERN AVIATION IMPORT & EXPORT CORPORATION
By /s/ Fan Erning
----------------------------------
Its
---------------------------------
P.A. No. 2529
Performance_Guarantees
BOEING PROPRIETARY
Attachment A to Letter Agreement
No. 6-1165-CKR-0951
GENX Engines
Page 1
MODEL 787-8 PERFORMANCE GUARANTEES
FOR CHINA EASTERN AIRLINES
SECTION CONTENTS
------- --------
1 AIRCRAFT MODEL APPLICABILITY
2 FLIGHT PERFORMANCE
3 AIRCRAFT CONFIGURATION
4 GUARANTEE CONDITIONS
5 GUARANTEE COMPLIANCE
6 EXCLUSIVE GUARANTEES
P.A. No. 2934
AERO-B-BBA4-MO4-0777B SS04-0413
Attachment A to Letter Agreement
No. 6-1165-CKR-0951
GENX Engines
Page 2
1 AIRCRAFT MODEL APPLICABILITY
The guarantees contained in this Attachment (the "Performance Guarantees")
are applicable to the 787-8 Aircraft equipped with Boeing furnished GENX
engines.
2 FLIGHT PERFORMANCE
2.1 TAKEOFF
***
2.2 LANDING
***
2.3 CRUISE RANGE
***
P.A. No. 2934
AERO-B-BBA4-MO4-0777B SS04-0413
Attachment A to Letter Agreement
No. 6-1165-CKR-0951
GENX Engines
Page 3
2.4 Mission
2.4.1 Mission Payload
***
P.A. No. 2934
AERO-B-BBA4-M04-0777B SS04-0413
Attachment A to Letter Agreement
No. 6-1165-CKR-0951
GENX Engines
Page 4
Climbout Maneuver: ***
Climb: ***
Cruise: ***
Descent: ***
P.A. No. 2934
AERO-B-BBA4-M04-0777B SS04-0413
Attachment A to Letter Agreement
No. 6-1165-CKR-0951
GENX Engines
Page 5
Approach and Landing Maneuver: ***
Fixed Allowances: ***
P.A. No. 2934
AERO-B-BBA4-M04-0777B SS04-0413
Attachment A to Letter Agreement
No. 6-1165-CKR-0951
GENX Engines
Page 6
2.4.2 Mission Block Fuel
***
P.A. No. 2934
AERO-B-BBA4-M04-0777B SS04-0413
Attachment A to Letter Agreement
No. 6-1165-CKR-0951
GENX Engines
Page 7
2.4.5 CUSTOMER WEIGHT CHANGES
The mission payload guarantees of paragraphs 2.4.1 and the mission block
fuel guarantees of paragraphs through 2.4.2 are based on an Operating Empty
Weight that includes the following customer changes:
KILOGRAM
--------
CHANGES FOR CHINA EASTERN AIRLINES*
Interior Change to 218 Passengers (10 FC/42 CC/166 YC) ***
Reference LOPA YS4000 ***
Flight Crew Rest ***
Attendant Crew Rest ***
Customer Options Allowance ***
QUANTITY KILOGRAMS KILOGRAMS
---------- ---------- ----------
Seat Weight Included* *** *** ***
First Class Double *** *** ***
First Class Single *** *** ***
Business Class Double *** *** ***
Economy Class Double *** *** ***
Economy Class Triple *** *** ***
P.A. No. 2934
AERO-B-BBA4-M04-0777B SS04-0413
Attachment A to Letter Agreement
No. 6-1165-CKR-0951
GENX Engines
Page 8
2.4.6 STANDARD AND OPERATIONAL ITEMS ALLOWANCES
The mission payload guarantees of paragraphs 2.4.1 and the mission block
fuel guarantees of paragraphs through 2.4.2 are based on an Operating
Empty Weight that includes the following Standard and Operational Items
Allowances:
STANDARD ITEMS ALLOWANCE QTY KG KG KG
------------------------ ---------- ---------- ---------- ----------
*** *** *** *** ***
P.A. No. 2934
AERO-B-BBA4-M04-0777B SS04-0413
Attachment A to Letter Agreement
No. 6-1165-CKR-0951
GENX Engines
Page 9
2.4.7 CHINA EASTERN AIRLINES 787-8 LOPA
***
INTERIOR ARRANGEMENT
IAC LONG RANGE RULES - 1992
7E7-8 ***
P.A. No. 2934
AERO-B-BBA4-M04-0777B SS04-0413
Attachment A to Letter Agreement
No. 6-1165-CKR-0951
GENX Engines
Page 10
3. AIRCRAFT CONFIGURATION
3.1 ***
3.2 ***
4. GUARANTEE CONDITIONS
4.1 ***
4.2 ***
4.3 ***
PA No. 2934
AERO-B-BBA4-M04-0777B SS04-0413
Attachment A to Letter Agreement
No. 6-1165-CKR-0951
GENX Engines
Page 11
4.4 ***
4.5 ***
4.6 ***
4.7 ***
4.8 ***
5 GUARANTEE COMPLIANCE
5.1 Compliance with the guarantees of Section 2 shall be based on the
conditions specified in those sections, the Aircraft configuration of
Section 3 and the guarantee conditions of Section 4.
5.2 Compliance with the takeoff, and landing guarantees, and with the takeoff
portion of the mission guarantees shall be based on the FAA approved
Airplane Flight Manual for the Model 787-8.
5.3 Compliance with the the cruise portion of the cruise range guarantee, and
with the climb, cruise, and descent portion of the mission guarantees shall
P.A. No. 2934
AER0-B-BBA4-M04-0777B SS04-0413
Attachment A to Letter Agreement
No. 6-1165-CKR-0951
GENX Engines
Page 12
be established by calculations based on flight test data obtained from an
aircraft in a configuration similar to that defined by the Detail
Specification.
5.4 Compliance with the takeoff portion of the mission guarantee shall not be
contingent upon acceptance of a Change Request, Master Change or Change
Order to allow operation at an alternate forward center of gravity limit.
5.5 The Operating Empty Weight (OEW) used for compliance with the mission
guarantees shall be the actual MEW plus the Standard and Operational Items
Allowance in Paragraph 03-60-00 of the Detail Specification.
5.6 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.
5.7 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.
6 EXCLUSIVE GUARANTEES
The only performance guarantees applicable to the Aircraft are those set
forth in this Attachment.
P.A. No. 2934
AERO-B-BBA4-M04-0777B SS04-0413
Attachment B to Letter Agreement
No. 6-1165-CKR-0951
Trent 1000 Engines
Page 1
MODEL 787-8 PERFORMANCE GUARANTEES
FOR CHINA EASTERN AIRLINES
SECTION CONTENTS
------- ----------------------------
1 AIRCRAFT MODEL APPLICABILITY
2 FLIGHT PERFORMANCE
3 AIRCRAFT CONFIGURATION
4 GUARANTEE CONDITIONS
5 GUARANTEE COMPLIANCE
6 EXCLUSIVE GUARANTEES
P.A. No. 2934
AERO-B-BBA4-M04-0777B SS04-0413
Attachment B to Letter Agreement
No. 6-1165-CKR-0951
Trent 1000 Engines
Page 2
1 AIRCRAFT MODEL APPLICABILITY
The guarantees contained in this Attachment (the "Performance Guarantees")
are applicable to the 787-8 Aircraft equipped with Boeing furnished Trent
1000 Engines.
2 FLIGHT PERFORMANCE
2.1 TAKEOFF
***
2.2 LANDING
***
2.3 CRUISE RANGE
***
P.A. No. 2934
AERO-B-BBA4-M04-0777B SS04-0413
Attachment B to Letter Agreement
No. 6-1165-CKR-0951
Trent 1000 Engines
Page 3
2.4.1 MISSION PAYLOAD
***
P.A. No. 2934
AERO-B-BBA4-M04-0777B SS04-0413
Attachment B to Letter Agreement
No. 6-1165-CKR-0951
Trent 1000 Engines
Page 4
Climbout
Maneuver: ***
Climb: ***
Cruise: ***
Descent: ***
P.A. No. 2934
AERO-B-BBA4-M04-0777B SS04-0413
Attachment B to Letter Agreement
No. 6-1165-CKR-0951
Trent 1000 Engines
Page 5
Approach and Landing Maneuver: ***
Fixed Allowances: ***
P.A. No. 2934
AERO-B-BBA4-M04-0777B SS04-0413
Attachment B to Letter Agreement
No. 6-1165-CKR-0951
Trent 1000 Engines
Page 6
2.4.2 MISSION BLOCK FUEL
***
P.A. No. 2934
AERO-B-BBA4-M04-0777B SS04-0413
Attachment B to Letter Agreement
No. 6-1165-CKR-0951
Trent 1000 Engines
Page 7
2.4.5 CUSTOMER WEIGHT CHANGES
The mission payload guarantees of paragraphs 2.4.1 and the mission block
fuel guarantees of paragraphs through 2.4.2 are based on an Operating Empty
Weight that includes the following customer changes:
Kilograms
----------
CHANGES FOR CHINA EASTERN AIRLINES*
Interior Change to 218 Passengers (10 FC / 42 CC / 166 YC) ***
Reference LOPA YS4000 ***
Flight Crew Rest ***
Attendant Crew Rest ***
Customer Options Allowance ***
Quantity Kilograms Kilograms
---------- ---------- ----------
Seat Weight Included* *** *** ***
First Class Double *** *** ***
First Class Single *** *** ***
Business Class Double *** *** ***
Economy Class Double *** *** ***
Economy Class Triple *** *** ***
P.A. No. 2934
AERO-B-BBA4-M04-0777B SS04-0413
Attachment B to Letter Agreement
No. 6-1165-CKR-0951
Trent 1000 Engines
Page 8
2.4.6 STANDARD AND OPERATIONAL ITEMS ALLOWANCES
The mission payload guarantees of paragraphs 2.4.1 and the mission block
fuel guarantees of paragraphs through 2.4.2 are based on an Operating Empty
Weight that includes the following Standard and Operational Items
Allowances:
Qty Kg Kg Kg
---------- ---------- ---------- ----------
STANDARD ITEMS ALLOWANCE *** *** *** ***
Unusable Fuel *** *** *** ***
Oil *** *** *** ***
Oxygen Equipment *** *** *** ***
Portable Oxygen Bottles *** *** *** ***
Crew Oxygen Masks *** *** *** ***
Miscellaneous Equipment *** *** *** ***
First Aid Kits *** *** *** ***
Crash Axe *** *** *** ***
Megaphones *** *** *** ***
Flashlights *** *** *** ***
Smoke Goggles *** *** *** ***
Smoke Hoods *** *** *** ***
Galley Structure & Fixed Inserts (28 cu meters @ 75.3 kg/cu meter) *** *** *** ***
OPERATIONAL ITEMS ALLOWANCE *** *** *** ***
Crew and Crew Baggage *** *** *** ***
Flight Crew (2 @ 77.1 kg. ea.) *** *** *** ***
Cabin Crew (8 @ 63.5 kg. ea.) *** *** *** ***
Baggage (10 @ 11.3 kg. ea.) *** *** *** ***
Flight Crew Briefcase (2 @ 11.3 kg. ea.) *** *** *** ***
Catering Allowance & Removable Inserts: 2 Meal Service *** *** *** ***
First Class *** *** *** ***
Business Class *** *** *** ***
Economy Class *** *** *** ***
Passenger Service Equipment (218 @ 1.4 kg. ea.) *** *** *** ***
Potable Water - (794 Liters) *** *** *** ***
Waste Tank Disinfectant *** *** *** ***
Emergency Equipment (Includes Overwater Equip.) *** *** *** ***
Slide Rafts:Main Entry *** *** *** ***
Life Vests *** *** *** ***
Locator Transmitter *** *** *** ***
Cargo System *** *** *** ***
Pallets (5 @ 131.5 kg ea.) *** *** *** ***
Containers (12 @ 90.7 kg ea.) *** *** *** ***
TOTAL STANDARD AND OPERATIONAL ITEMS ALLOWANCE *** *** *** ***
P.A. No. 2934
AERO-B-BBA4-M04-0777B SS04-0413
Attachment B to Letter Agreement
No. 6-1165-CKR-0951
Trent 1000 engines
Page 9
2.4.7 CHINA EASTERN AIRLINES 787-8LOPA
The mission payload guarantees of paragraphs 2.4.1 and the mission block
fuel guarantees of paragraphs through 2.4.2 are based on the following
LOPA:
BOEING PROPRIETARY
INTERIOR ARRANGEMENT
***
7E7-8 ***
P.A. No. 2934
ABRO-B-BBA4-M04-0777B SS04-0413
Attachment B to Letter Agreement
No. 6-1165-CKR-0951
Trent 1000 engines
Page 10
3 AIRCRAFT CONFIGURATION
3.1 ***
3.2 ***
4 GUARANTEE CONDITIONS
4.1 ***
4.2 ***
4.3 ***
P.A. No. 2934
AERO-B-BBA4-M04-0777B SS04-0413
Attachment B to Letter Agreement
No. 6-1165-CKR-0951
Trent 1000 engines
Page 11
4.4 ***
4.5 ***
4.6 ***
4.7 ***
4.8 ***
5. GUARANTEE COMPLIANCE
5.1 Compliance with the guarantees of Section 2 shall be based on the
conditions specified in the sections, the Aircraft configuration of Section
3 and the guarantee conditions of Section 4.
5.2 Compliance with the takeoff, and landing guarantees, and with the takeoff
portion of the mission guarantees shall be based on the FAA approved
Airplane Flight Manual for the Model 787-8.
5.3 Compliance with the cruise portion of the cruise range guarantee, and with
the climb, cruise, and descent portion of the mission guarantees shall
P.A. No. 2934
AERO-B-BBA4-M04-0777B SS04-0413
Attachment B to Letter Agreement
No. 6-1165-CKR-0951
Trent 1000 Engines
Page 12
be established by calculations based on flight test data obtained from an
aircraft in a configuration similar to that defined by the Detail
Specification.
5.4 Compliance with the takeoff portion of the mission guarantee shall not be
contingent upon acceptance of a Change Request, Master Change or Change
Order to allow operation at an alternate forward center of gravity limit.
5.5 The Operating Empty Weight (OEW) used for compliance with the mission
guarantees shall be the actual MEW plus the Standard and Operational Items
Allowance in Paragraph 03-60-00 of the Detail Specification.
5.6 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.
5.7 Compliance shall be based on the performance of the airframe and engines in
combination, and shall not be contingent on the engine meeting its
manufacture's performance specification.
6 EXCLUSIVE GUARANTEES
The only performance guarantees, applicable to the Aircraft are those set
forth in this Attachment.
P.A. No. 2934
AERO-B-BBA4-M04-0777B SS04-0413
(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: Promotional Support
Reference: Purchase Agreement No. 2529 (the Purchase Agreement) between The
Boeing Company (Boeing) and China Eastern Airlines Corporation,
Ltd. (Customer) relating to Model 787-89P aircraft (the Aircraft)
This Letter Agreement amends and supplements the Purchase Agreement. All terms
used but not defined in the Letter Agreement have the same meaning as in the
Purchase Agreement.
***
P.A. No. 2529
Promotional_Support
BOEING PROPRIETARY
China Eastern Airlines Corporation, Ltd.
6-1165-CKR-0952
Page 2
***
Confidential Treatment. Customer understands that certain commercial and
financial information contained in this Letter Agreement and attachment(s)
hereto 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.
Very truly yours,
THE BOEING COMPANY
By /s/ X.X. Xxxxxx
-------------------------------------
Its Attorney-In-Fact
ACCEPTED AND AGREED TO this
Date: XXXXXX 0, 0000
XXXXX EASTERN AIRLINES CORPORATION, LTD.
By /s/ Xxxx Xx
-------------------------------------
Its
------------------------------------
CHINA EASTERN AVIATION IMPORT & EXPORT CORPORATION
By /s/ Fan Erning
-------------------------------------
Its
------------------------------------
P.A. NO. 2529
Promotional_Support
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: Spares Parts Commitment
Reference: a) Purchase Agreement No. 2529 (the Purchase Agreement) between The
Boeing Company (Boeing) and China Eastern Airlines Corporation,
Ltd. (Customer) relating to Model 787-89P aircraft (the
Aircraft).
b) Customer Services General Terms Agreement No. 9P (CSGTA) between
Boeing and Customer
This Letter Agreement is entered into of the date set forth below, and amends
and supplements the CSGTA. All capitalized terms used but not defined in this
Letter Agreement have the same meaning as in the CSGTA, except for "Aircraft"
which will have the meaning as defined in the Purchase Agreement. Unless
otherwise stated all references in this Letter Agreement to Articles refer to
the Articles contained this Letter Agreement. In consideration of Customer's
purchase of the Aircraft, the commitments described in this Letter Agreement
will continue for as long as Customer owns or operates the Aircraft.
1. DEFINITIONS.
***
P. A. No. 2529
Spares Parts Commitment
BOEING PROPRIETARY
China Eastern Airlines Corporation, Ltd.
6-1165-CKR-0953
Page 2
1.3 ***
1.4 ***
1.5 ***
1.6 ***
2. ***
3. ***
P.A. No. 2529
Spares Parts Commitment BOEING PROPRIETARY
China Eastern Airlines Corporation, Ltd.
6-1165-CKR-0953
Page 3
3.1.1 ***
3.1.2 ***
3.1.3 ***
3.2 ***
3.3 ***
3.4 ***
3.5 ***
4. SPARE PART PRICE ESCALATION.
P.A. No. 2529
Spares Parts Commitment
BOEING PROPRIETARY
China Eastern Airlines Corporation, Ltd.
6-1165-CKR-0953
Page 4
***
5. ***
***
P.A. No. 2529
Spares Parts Commitment
BOEING PROPRIETARY
China Eastern Airlines Corporation, Ltd.
6-1165-CKR-0953
Page 5
5.2 ***
5.3 ***
6. ***
P.A. No. 2529
Spares Parts Commitment
BOEING PROPRIETARY
China Eastern Airlines Corporation, Ltd.
6-1165-CKR-0953
Page 6
***
7. ***
***
7.1.1 ***
7.1.2 ***
7.1.3 ***
7.2 ***
7.3 ***
7.4 ***
P.A. No. 2529
Spares Parts Commitment
BOEING PROPRIETARY
China Eastern Airlines Corporation, Ltd.
6-1165-CKR-0953
Page 7
***
7.5 ***
8. ***
9. ORDER OF PRECEDENCE.
In the event of any inconsistency between the terms of this Letter
Agreement and the terms of any other provisions of the CSGTA, the terms of this
Letter Agreement shall control.
P.A. No. 2529
Spares Parts Commitment
BOEING PROPRIETARY
China Eastern Airlines Corporation, Ltd.
6-1165-CKR-0953
Page 8
Very truly yours,
THE BOEING COMPANY
By /s/ X.X. Xxxxxx
-------------------------------------
Its Attorney-In-Fact
ACCEPTED AND AGREED TO this
Date: XXXXXX 0, 0000
XXXXX EASTERN AIRLINES CORPORATION, LTD.
By /s/ Xxxx Xx
-------------------------------------
Its
------------------------------------
CHINA EASTERN AVIATION IMPORT & EXPORT
CORPORATION
By /s/ Fan Erning
-------------------------------------
Its
------------------------------------
P.A. No. 2529
Spares Parts Commitment
BOEING PROPRIETARY
(BOEING LOGO)
The Boeing Company
X.X. Xxx 0000
Xxxxxxx, XX 00000-0000
China Eastern Airlines Corporation, Ltd.
6-1165-CKR-0954
Page 1
0-0000-XXX-0000
Xxxxx Eastern Airlines Corporation, Ltd.
0000 Xxxxxxxx Xxxx
Xxxxxxxx 000000
People's Republic of China
Subject: Special Matters
Reference: Purchase Agreement No. 2529 (the Purchase Agreement) between The
Boeing Company (Boeing) and China Eastern Airlines Corporation, Ltd.
(Customer) relating to Model 787-89P aircraft (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. ***
2. ***
P. A. No. 2529
Special_Matters
BOEING PROPRIETARY
China Eastern Airlines Corporation, Ltd.
6-1165-CKR-0954
Page 2
***
3. ***
a. ***
b. ***
4. 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.
P. A. No. 2529
Special_Matters
BOEING PROPRIETARY
China Eastern Airlines Corporation, Ltd.
6-1165-CKR-0954
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. 2529 BOEING PROPRIETARY
Special_Matters
China Eastern Airlines Corporation, Ltd.
6-1165-CKR-0954
Page 4
Very truly yours,
THE BOEING COMPANY
By /s/ X.X. Xxxxxx
-------------------------------------
Its Attorney-In-Fact
ACCEPTED AND AGREED TO this
Date: XXXXXX 0, 0000
XXXXX EASTERN AIRLINES CORPORATION, LTD.
By /s/ Xxxx Xx
-------------------------------------
Its
------------------------------------
CHINA EASTERN AVIATION IMPORT & EXPORT
CORPORATION
By /s/ Fan Erning
-------------------------------------
Its
------------------------------------
P.A. No. 2529 BOEING PROPRIETARY
Special_Matters
(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: AGTA Terms Revisions
Reference: Purchase Agreement No. 2529 (the Purchase Agreement) between The
Boeing Company (Boeing) and China Eastern Airlines Corporation, Ltd.
(Customer) relating to Model 787-89P 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.
The Purchase Agreement incorporates the terms and conditions of AGTA-CEA between
Boeing and Customer. This Letter Agreement modifies certain terms and conditions
of the AGTA with respect to the Aircraft.
1.0 AGTA BASIC ARTICLES.
1.1 ***
1.2 ***
P. A. NO. 2529
AGTA_Terms_Revisions
BOEING PROPRIETARY
China Eastern Airlines Corporation, Ltd.
6-1165-CKR-O955
Page 2
1.3 ***
1.4 ***
1.5 ***
1.6 ***
Article 11. Notices.
P. A. NO. 2529
AGTA_Terms_Revisions
BOEING PROPRIETARY
China Eastern Airlines Corporation, Ltd.
6-1165-CKR-0955
Page 3
***
P.A. NO. 2529
AGTA_Terms_Revisions
BOEING PROPRIETARY
China Eastern Airlines Corporation, Ltd.
6-1165-CKR-0955
Page 4
2.0 APPENDICES TO THE AGTA
***
3.0 EXHIBIT C TO THE AGTA, "PRODUCT ASSURANCE DOCUMENT".
Attachment I to this Letter Agreement, entitled "Product Assurance Document" and
designated Exhibit C to the AGTA, supersedes in its entirety the provisions of
Exhibit C to the AGTA.
P.A. NO. 2529 BOEING PROPRIETARY
AGTA_Terms_Revisions
China Eastern Airlines Corporation, Ltd.
6-1165-CKR-0955
Page 5
Very truly yours,
THE BOEING COMPANY
By /s/ X.X. Xxxxxx
---------------------------------
Its Attorney-In-Fact
ACCEPTED AND AGREED TO this
Date: XXXXXX 0, 0000
XXXXX EASTERN AIRLINES CORPORATION, LTD.
By /s/ Xxxx Xx
---------------------------------
Its
--------------------------------
CHINA EASTERN AVIATION IMPORT & EXPORT CORPORATION
By /s/ Fan Erning
---------------------------------
Its
--------------------------------
P.A. NO. 2529
AGTA_Terms_Revisions
BOEING PROPRIETARY
Attachment A to
Letter Agreement 6-1165-CKR-0955
SAMPLE
Purchase Agreement Assignment
***
AGTA-CEA App. II(2)
1
BOEING PROPRIETARY
Attachment A to
Letter Agreement 6-1165-CKR-0955
SAMPLE
Purchase Agreement Assignment
EXAMPLES
***
AGTA-CEA App. II(2)
2
BOEING PROPRIETARY
Attachment A to
Letter Agreement 6-1165-CKR-0955
SAMPLE
Purchase Agreement Assignment
***
5. ***
6. ***
***
7. ***
8. ***
9. ***
AGTA-CEA App. II(2)
3
BOEING PROPRIETARY
Attachment A to
Letter Agreement 6-1165-CKR-0955
SAMPLE
Purchase Agreement Assignment
10. ***
11. ***
AGTA-CEA App. II(2)
4
BOEING PROPRIETARY
Attachment A to
Letter Agreement 6-1165-CKR-0955
SAMPLE
PURCHASE AGREEMENT ASSIGNMENT
12. This Assignment will be governed by, and construed in accordance with,
the laws of [_________________].
------------------------------------- ----------------------------------------
as Assignor as Assignee
By By
---------------------------------- -------------------------------------
Name: Name:
------------------------------- ----------------------------------
Title: Title:
------------------------------ ---------------------------------
[If the Assignment is further assigned by Assignee in connection with a
financing, the following language needs to be included.]
Attest:
The undersigned, as [Indenture Trustee/Agent for the benefit of the Loan
Participants/Mortgagee] and as assignee of, and holder of a security interest
in, the estate, right, and interest of the Assignee in and to the foregoing
Purchase Agreement Assignment and the Purchase Agreement pursuant to the terms
of a certain [Trust Indenture/Mortgage] dated as of ______________, agrees to
the terms of the foregoing Purchase Agreement Assignment and agrees that its
rights and remedies under such [Trust Indenture/Mortgage] shall be subject to
the terms and conditions of the foregoing Purchase Agreement Assignment,
including, without limitation, paragraph 6.
[Name of Entity],
as Indenture Trustee/Agent
By:
---------------------------------
Name:
-------------------------------
Title:
------------------------------
AGTA-CEA App. II(2)
5
BOEING PROPRIETARY
Attachment A to
Letter Agreement 6-1165-CKR-0955
SAMPLE
PURCHASE AGREEMENT ASSIGNMENT
CONSENT AND AGREEMENT OF
THE BOEING COMPANY
***
THE BOEING COMPANY
By
----------------------------------
Name:
-------------------------------
Title: Attorney-in-Fact
Aircraft Manufacturer's Serial Number(s) ______________
AGTA-CEA App.II(2)
2 6
BOEING PROPRIETARY
Attachment B to
Letter Agreement 6-1165-CKR-0955
SAMPLE
POST-DEIVERY SALE NOTICE
Boeing Commercial Airplanes
X.X. Xxx 0000
Xxxxxxx, Xxxxxxxxxx 00000-0000
X.X.X.
By Courier
0000 Xxxxxxxxx Xxxxxx XX
Xxxxxx, XX 00000
X.X.X.
Attention: Vice President - Contracts
Mail Code 21-34
Ladies and Gentlemen:
***
AGTA-CEA App.III(2)
2 1
BOEING PROPRIETARY
Attachment B to
Letter Agreement 6-1165-CKR-0955
SAMPLE
POST-DELIVERY SALE NOTICE
We request that Boeing acknowledge receipt of this letter and confirm the
transfer of rights set forth above by signing the acknowledgment and forwarding
one copy of this letter to each of the undersigned.
Very truly yours,
China Eastern Airlines Corporation, Ltd. Purchaser
By By
------------------------------------- ----------------------------------
Its Its
------------------------------------ ---------------------------------
Dated Dated
---------------------------------- -------------------------------
Receipt of the above letter is acknowledged and the assignment of rights under
the Purchase Agreement with respect to the Aircraft described above is
confirmed, effective as of this date.
THE BOEING COMPANY
By
-------------------------------------
Its Attorney-in-Fact
Dated
----------------------------------
Aircraft Manufacturer's Serial Number ____________
AGTA-CEA App. III(2)
2 2
BOEING PROPRIETARY
Attachment C to
Letter Agreement 6-1165-CKR-0955
SAMPLE
POST-DELIVERY LEASE NOTICE
Boeing Commercial Airplanes
X.X. Xxx 0000
Xxxxxxx, Xxxxxxxxxx 00000-0000
X.X.X.
By Courier
0000 Xxxxxxxxx Xxxxxx XX
Xxxxxx, XX 00000
X.X.X.
Attention: Vice President - Contracts
Mail Code 21-34
Ladies and Gentlemen:
***
AGTA-CEA App. IV(2)
2 1
BOEING PROPRIETARY
Attachment C to
Letter Agreement 6-1165-CKR-0955
SAMPLE
POST-DELIVERY LEASE NOTICE
We request that Boeing acknowledges receipt of this letter and confirm the
transfer of rights set forth above by signing the acknowledgment and forwarding
one copy of this letter to each of the undersigned.
Very truly yours,
China Eastern Airlines Corporation, Lessee
Ltd.
By By
---------------------------------- -------------------------------------
Its Its
--------------------------------- ------------------------------------
Dated Dated
------------------------------- ----------------------------------
Receipt of the above letter is acknowledged and transfer of rights under the
Purchase Agreement with respect to the Aircraft described above is confirmed,
effective as of this date.
THE BOEING COMPANY
By
----------------------------------
Its
---------------------------------
Dated
-------------------------------
Aircraft Manufacturer's Serial Number _____
AGTA-CEA App. IV(2)
2 2
BOEING PROPRIETARY
Attachment D to
Letter Agreement 6-1165-CKR-O955
SAMPLE
PURCHASER'S/LESSEE'S AGREEMENT
Boeing Commercial Airplanes
X.X. Xxx 0000
Xxxxxxx, Xxxxxxxxxx 00000-0000
X.X.X.
By Courier
0000 Xxxxxxxxx Xxxxxx XX
Xxxxxx, XX 00000
X.X.X.
Attention Vice President - Contracts
Mail Code 21-34
Ladies and Gentlemen:
***
1. ***
2. ***
AGTA-CEA App. V(2)
2 1
BOEING PROPRIETARY
Attachment D to
Letter Agreement 6-1165-CKR-0955
SAMPLE
PURCHASER'S/LESSEE'S AGREEMENT
(B) ***
(C) ***
(D) ***
2.3 ***
2.4 Definitions. For the purpose of this paragraph 0, "XXXXXX" xx "Xxxxxx"
is defined as The Boeing Company, its divisions, subsidiaries, affiliates, the
assignees of each, and their respective directors, officers, employees and
agents.
China Eastern Airlines Corporation, Purchaser/Lessee
Ltd.
(Seller/Lessor)
By By
---------------------------------- ----------------------------------
Its Its
--------------------------------- ---------------------------------
Dated Dated
------------------------------- -------------------------------
AGTA-CEA App. V(2)
2
BOEING PROPRIETARY
Attachment E to
Letter Agreement 6-1165-CKR-0955
SAMPLE
POST-DELIVERY OWNER APPOINTMENT OF AGENT - WARRANTIES
Boeing Commercial Airplanes
X.X. Xxx 0000
Xxxxxxx, Xxxxxxxxxx 00000-0000
X.X.X.
By Courier
0000 Xxxxxxxxx Xxxxxx XX
Xxxxxx, XX 00000
X.X.X.
Attention: Vice President - Contracts
Mail Code 21-34
Ladies and Gentlemen:
1. ***
A. ***
B. ***
C. ***
Very truly yours,
China Eastern Airlines Corporation, Ltd.
By
----------------------------------
AGTA-CEA App. VI(2)
1
Attachment E to
Letter Agreement 6-1165-CKR-0955
SAMPLE
POST-DELIVERY OWNER APPOINTMENT OF AGENT - WARRANTIES
AGENTS AGREEMENT
***
Very truly yours,
Agent
By
----------------------------------
Its
---------------------------------
Dated
-------------------------------
Receipt of the above letter is acknowledged and the appointment of Agent with
respect to the above described rights under the Purchase Agreement is
confirmed, effective as of this date.
THE BOEING COMPANY
By
----------------------------------
Its
---------------------------------
Dated
-------------------------------
Aircraft Manufacturer's Serial Number ____________
AGTA-CEA App. VI(2)
2
BOEING PROPRIETARY
Attachment F to
Letter Agreement 6-1165-CKR-0955
SAMPLE
POST-DELIVERY SALE WITH LEASE TO SELLER
[Notice from Owner/Seller and subsequent Buyer regarding post-delivery sale and
lease back of an aircraft and transfer of all remaining Purchase Agreement
rights.]
__________________, 200_
Boeing Commercial Airplane
X.X. Xxx 0000
Xxxxxxx, Xxxxxxxxxx 00000-0000
By Courier
0000 Xxxxxxxxx Xxxxxx XX
Xxxxxx, XX 00000
Attention: Vice President - Contracts
Mail Code 21-34
Ladies and Gentlemen:
***
AGTA-CEA App. VIII
BOEING PROPRIETARY
Attachment F to
Letter Agreement 6-1165-CKR-0955
***
We request that Boeing acknowledge receipt of this letter and confirm the
transfer of rights set forth above by signing the acknowledgment and forwarding
one copy of this letter to each of the undersinged.
Very truly yours,
Seller Buyer
By By
---------------------------------- -------------------------------------
Its Its
--------------------------------- ------------------------------------
Dated Dated
------------------------------- ----------------------------------
Receipt of the above letter is acknowledged and the transfers of rights under
the Agreement with respect to the Aircraft described above are confirmed,
effective as of the date indicated below.
The Boeing Company
By
----------------------------------
Its
---------------------------------
Dated
-------------------------------
AGTA-CEA App. VIII 2
BOEING PROPRIETARY
Attachment G to
Letter Agreement 6-1165-CKR-0955
SAMPLE
SALE WITH LEASE
[NOTICE FROM 1ST TIER OWNER/SELLER AND SUBSEQUENT BUYER REGARDING POST-DELEVERY
SALE AND LEASE OF AN AIRCRAFT. REMAINING PA RIGHTS HAVE BEEN ASSIGNED TO THE NEW
OWNER, THE NEW OWNER AUTHORIZES A LESSEE TO EXERCISE SUCH RIGHTS DURING THE TERM
OF A LEASE.]
[Date]
Boeing Commercial Airplanes
X.X. Xxx 0000
Xxxxxxx, Xxxxxxxxxx 00000-0000
Attention: Vice President - Contracts
Mail Code 21-34
Ladies and Gentlemen:
***
AGTA-CEA App.IX
1
BOEING PROPRIETARY
Attachment G to
Letter Agreement 6-1165-CKR-0955
***
AGTA-CEA App. IX
2
BOEING PROPRIETARY
Attachment G to
Letter Agreement 6-1165-CKR-0955
SAMPLE
We request that Boeing acknowledge receipt of this letter and confirm the
transfer of rights set forth above by signing the acknowledgement and forwarding
one copy of this letter to each of the undersigned.
Very truly yours,
(Seller) (Purchaser)
---------------------------- ----------------------------
By By
---------------------------------- -------------------------------------
Its Its
--------------------------------- ------------------------------------
Dated Dated
------------------------------- ----------------------------------
(Lessee)
----------------------------
By
----------------------------------
Its
---------------------------------
Dated
-------------------------------
Receipt of the above letter is acknowledged and the transfers of rights under
the Agreement with respect to the Aircraft described above are confirmed,
effective as of the date indicated below.
The Boeing Company
By
----------------------------------
Its Attorney-in-Fact
Date
--------------------------------
MSN
---------------------------------
AGTA-CEA App. IX
3
BOEING PROPRIETARY
Attachment H to
Letter Agreement 6-1165-CKR-0955
SAMPLE
POST-DELIVERY SECURITY
__________________, 200_
Boeing Commercial Airplanes
X.X. Xxx 0000
Xxxxxxx, Xxxxxxxxxx 00000-0000
X.X.X.
By Courier
0000 Xxxxxxxxx Xxxxxx XX
Xxxxxx, XX 00000
X.X.X.
Attention: Vice President-Contracts
Mail Code 21-34
Ladies and Gentlemen:
***
AGTA-CEA App.X
1
BOEING PROPRIETARY
Attachment H to
Letter Agreement 6-1165-CKR-0955
SAMPLE
***
Very truly yours,
------------------------------------- ----------------------------------------
Indenture Trustee/Mortgagee
By: By:
--------------------------------- ------------------------------------
Its: Its:
-------------------------------- -----------------------------------
Receipt of the above letter is acknowledged and the transfer of rights under the
Agreement with respect to the Aircraft described above is confirmed, effective
as of the date indicated below.
THE BOEING COMPANY
By:
---------------------------------
Its:
--------------------------------
Date:
-------------------------------
MSN
---------------------------------
AGTA-CEA App.X
2
BOEING PROPRIETARY
Attachment I to
Letter Agreement 6-1165-CKR-0955
EXHIBIT C
TO
AIRCRAFT GENERAL TERMS AGREEMENT
AGTA-*
BETWEEN
THE BOEING COMPANY
AND
PRODUCT ASSURANCE DOCUMENT
This document contains:
Part 1: Exhibit C Definitions
Part 2: Boeing Warranty
Part 3: Boeing Service Life Policy
Part 4: Supplier Warranty Commitment
Part 5: Boeing Interface Commitment
Part 6: Boeing Indemnities against Patent and Copyright Infringement
AGTA-CEA C
i
BOEING PROPRIETARY
Attachment I to
Letter Agreement 6-1165-CKR-0955
PRODUCT ASSURANCE DOCUMENT
PART 1: EXHIBIT C DEFINITIONS
***
AGTA-CEA C
1-1
BOEING PROPRIETARY
Attachment I To
Letter Agreement 6-1165-CKR-0955
PRODUCT ASSURANCE DOCUMENT
PART 2: BOEING WARRANTY
1. Applicability.
***
2. Warranty.
***
3. Warranty Periods.
***
AGTA-CEA C
2-1
BOEING PROPRIETARY
Attachment I to
Letter Agreement 6-1165-CKR-0955
(iii) for any other Boeing aircraft model the warranty period ends 36
months after Delivery.
***
4. ***
AGTA-CEA C
2-2
BOEING PROPRIETARY
Attachment I to
Letter Agreement 6-1165-CKR-0955
4.3 Rogue Units.
***
(i) ***
(ii) ***
(iii) ***
***
5. Discovery and Notice.
***
5.2 Receipt of Customer's or its Authorized Agent's notice of the discovery
of a defect secures Customer's rights to remedies under this Exhibit C, even
though a Correction is performed after the expiration of the warranty period.
AGTA-CEA C
2-3
BOEING PROPRIETARY
Attachment I to
Letter Agreement 6-1165-CKR-0955
***
6. ***
6.1 ***
6.2 ***
(i) ***
(ii) ***
(iii) ***
(iv) ***
(v) ***
(vi) ***
(vii) ***
(viii) ***
(ix) ***
(x) ***
(xi) ***
6.2.2 Additional information may be required based on the nature of
the defect and the remedies requested.
AGTA-CEA C
2-4
BOEING PROPRIETARY
Attachment I to
Letter Agreement 6-1165-CKR-0955
6.3 Boeing Claim Processing.
***
7. ***
7.1 ***
7.2 ***
7.3 Reimbursement
***
AGTA-CEA C
2-5
BOEING PROPRIETARY
Attachment I to
Letter Agreement 6-1165-CKR-0955
7.3.6 ***
7.4 ***
8. Corrections Performed by Boeing.
8.1 ***
8.2 ***
8.3 ***
8.4 ***
AGTA-CEA C
2-6
BOEING PROPRIETARY
Attachment I to
Letter Agreement 6-1165-CKR-0955
9. ***
9.1 ***
9.2 ***
9.3 ***
10. ***
11. ***
AGTA-CEA C
2-7
BOEING PROPRIETARY
Attachment I to
Letter Agreement 6-1165-CKR-0955
(B) ***
(C) ***
(D) ***
11.2 ***
11.3 ***
AGTA-CEA C
2-8
BOEING PROPRIETARY
Attachment I to
Letter Agreement 6-1165-CKR-0955
PRODUCT ASSURANCE DOCUMENT
PART 3: BOEING SERVICE LIFE POLICY
1. Definitions.
***
2. Service Life Policy
***
2.1 ***
2.2 SLP Policy Periods.
***
AGTA-CEA C
3-1
BOEING PROPRIETARY
Attachment I to
Letter Agreement 6-1165-CKR-0955
3. ***
4. ***
XXXX-XXX X
0-0
XXXXXX XXXXXXXXXXX
Xxxxxxxxxx I to
Letter Agreement 6-1165-CKR-0955
5. Disclaimer and Release; Exclusion of Liabilities.
***
AGTA-CEA C
3-3
BOEING PROPRIETARY
Attachment I to
Letter Agreement 6-1165-CKR-0955
PRODUCT ASSURANCE DOCUMENT
PART 4: SUPPLIER WARRANT COMMITMENT
1. Supplier Warranties and Supplier Patent and Copyright Indemnities.
***
2. Boeing Assistance in Administration of Supplier Warranties.
***
3. Boeing Support in Event of Supplier Default.
***
AGTA-CEA C
4-1
BOEING PROPRIETARY
Attachment I to
Letter Agreement 6-1165-CKR-0955
PRODUCT ASSURANCE DOCUMENT
PART5: BOEING INTERFACE COMMITMENT
1. Interface Problems.
An Interface Problem is defined as a technical problem in the operation of
an aircraft or its systems experienced by Customer, the cause of which is not
readily identifiable by Customer but which Customer believes to be attributable
to either the design characteristics of the aircraft or its systems or the
workmanship used in the installation of Supplier Products. In the event Customer
experiences an Interface Problem, Boeing will, without additional charge to
Customer, promptly conduct an investigation and analysis to determine the cause
or causes of the Interface Problem. Beoing will promptly advise Customer at the
conclusion of its investigation of Beoing's opinion as to the causes of the
Interface Problem and Boeing's recommendation as to corrective action.
2. Boeing Responsibility.
If Boeing determines that the Interface Problem is primarily attributable
to the design or installation of any Boeing Product, Boeing will Correct the
design or workmanship to the extent of any then existing obligations of Boeing
under the provisions of the applicable Boeing Warranty.
3. Supplier Responsibility.
If Boeing determines that the Interface Problem is primarily attributable
to the design or installation of a Supplier Product, Boeing will assist Customer
in processing a warranty claim against the Supplier.
4. Joint Responsibility.
If Boeing determines that the Interface Problem is partially attributable
to the design or installation of a Boeing Product and partially to the design or
installation of a Supplier Product, Boeing will seek a solution to the Interface
Problem through the cooperative efforts of Boeing and the Supplier and will
promptly advise customer of the resulting corrective actions and
recommendations.
5. General.
Customer will, if requested by Boeing, assign to Boeing any of its rights
against any supplier as Boeing may require to fulfill its obligations hereunder.
6. Disclaimer and Release; Exclusion of Liabilities.
This Part 5 and the rights and remedies of Customer and the obligations of
Boeing herein are subject to the DISCLAIMER AND RELEASE and EXCLUSION OF
CONSEQUENTIAL AND OTHER DAMAGES provisions of article 11 of Part 2 of this
Exhibit C.
AGTA-CEA C
5-1
BOEING PROPRIETARY
Attachment I to
Letter Agreement 6-1165-CKR-0955
PRODUCT ASSURANCE DOCUMENT
PART 6: BOEING INDEMNITIES AGAINST PATENT
AND COPYRIGHT INFRINGEMENT
1. Indemnity Against Patent Infringement.
Boeing will defend and Indemnify Customer with respect to all claims, suits
and liabilities arising out of any actual or alleged patent infringement through
Customer's use, lease or resale of any aircraft or any Boeing Product installed
on an aircraft at delivery.
2. Indemnity Against Copyright Infringement.
Boeing will defend and indemnify Customer with respect to all claims, suits
and liabilities arising out of any actual or alleged copyright infringement
through Customer's use, lease or resale of any Boeing created Materials and
Aircraft Software installed on an aircraft at delivery.
3. Exceptions, Limitations and Conditions.
3.1 Boeing's obligations to indemnify Customer for patent infringement will
extend only to infringements in countries which at the time of the infringement,
were party to and fully bound by either (a) article 27 of the Chicago Convention
on International Civil Aviation of December 7, 1994, or (b) the International
Convention for the Protection of Industrial Property (Paris Convention).
3.2 Boeing's obligation to Indemnify Customer for copyright infringement is
limited to infringements in countries which, at the time of the infringement,
are members of The Berne Union and recognize computer software as a "work" under
The Berne Convention.
3.3 The indemnities provided under this Part 6 will not apply to any BFE
engines, Supplier Product, Boeing Product used other than for its intended
purpose, or Aircraft Software not created by Boeing.
3.4 Customer must deliver written notice to Boeing (i) with 10 days after
Customer first receives notice of any suit or other formal action against
Customer and (ii) within 20 days after Customer first receives any other
allegation or written claim of infringement covered by this Part 6.
3.5 At any time, Boeing will have the right at its option and expense to:
(i) negotiate with any party claiming infringement, (ii) assume or control the
defense of any infringement allegation, claim, suit or formal action, (iii)
intervene in any infringement suit or formal action, and/or (iv) attempt to
resolve any claim of infringement by replacing an allegedly infringing Boeing
Product or aircraft Software with a noninfringing equivalent.
3.6 Customer will promptly furnish to Boeing all information, records and
assistance within Customer's possession or control which Boeing considers
relevant or material to any alleged infringement covered by this Part 6.
3.7 Except as required by a final judgment entered against Customer by a
court of competent jurisdiction form which no appeals can be or have been filed,
Customer will obtain Boeing's written approval prior to paying, committing to
pay, assuming any obligation or making any material concession relative to any
infringement covered by these indemnities.
AGTA-CEA C
6-1
BOEING PROPRIETARY
Attachment I to
Letter Agreement 6-1165-CKR-0955
3.8 BOEING WILL HAVE NO OBLIGATION OR LIABILITY UNDER THIS PART 6 FOR LOSS
OF USE, REVENUE OR PROFIT, OR FOR ANY OTHER INCIDENTAL OR CONSEQUENTIAL DAMAGES.
THE OBLIGATIONS OF BOEING AND REMEDIES OF CUSTOMER IN THIS PART 6 ARE EXCLUSIVE
AND IN SUBSTITUTION FOR, AND CUSTOMER HEREBY WAIVES, RELEASES AND RENOUNCE ALL
OTHER INDEMNITIES, OBLIGATIONS AND LIABILITIES OF BOEING AND ALL OTHER RIGHTS,
CLAIMS AND REMEDIES OF CUSTOMER AGAINST BOEING, EXPRESS OR IMPLIED, ARISING BY
LAW OR OTHERWISE, WITH RESPECT TO ANY ACTUAL OR ALLEGED PATENT, COPYRIGHT OR
OTHER INTELLECTUAL PROPERTY INFRINGEMENT OR THE LIKE BY ANY AIRCRAFT, AIRCRAFT
SOFTWARE, MATERIALS, TRAINING, SERVICES OR OTHER THING PROVIDED UNDER THIS AGTA
AND THE APPLICABLE PURCHASE AGREEMENT.
3.9 For the purposes of this Part 6, "BOEING or Boeing" is defined as The
Boeing Company, its divisions, subsidiaries, affiliates, the assigness of each
and their respective directors, officers, employees and agents.
AGTA-CEA C
6-2
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: Alternate Engine Selection
Reference: Purchase Agreement No. 2529 (the Purchase Agreement) between The
Boeing Company (Boeing) and China Eastern Airlines Corporation, Ltd.
(Customer) relating to Model 787-89P 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.
Customer has requested and Boeing has agreed that Customer may delay the
selection of engines for the aircraft beyond the signing date of the purchase
Agreement. The engine model and prices shown in Table 1 to the Purchase
Agreement, Supplemented Xxxxxxx XX0 to the Purchase Agreement and the
Performance Guarantees attached to Letter Agreement No. 6-1165-CKR-0951 will be
replaced with the relevant documents for Customer's chosen engine.
***
In the event Customer selects a different engine for the 787 aircraft from that
selected by the initial customer to purchase the 787 aircraft, Boeing reserves
the right to modify the delivery positions identified in Table 1 to accommodate
later delivery and certification of the Aircraft.
P.A. No. 2529
Alternate_Engine_Selection
BOEING PROPRIETARY
China Eastern Airlines Corporation, Ltd.
6-1165-CKR-0956
Page 2
Confidential Treatment. Customer understands that certain commercial and
financial information contained in this Letter Agreement and attachment(s)
hereto 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.
Very truly yours,
THE BOEING COMPANY
By /s/ X.X. Xxxxxx
----------------------------------
Its Attorney-In-Fact
ACCEPTED AND AGREED TO this
Date: XXXXXX 0, 0000
XXXXX EASTERN AIRLINES CORPORATION, LTD.
By /s/ Xxxx Xx
----------------------------------
Its
---------------------------------
CHINA EASTERN AVIATION IMPORT & EXPORT
CORPORATION
By /s/ Fan Erning
----------------------------------
Its
---------------------------------
P.A. No. 2529
Alternate_Engine_Selection
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
Shanghai 200335
People's Republic of China
Subject: Payment Matters
Reference: Purchase Agreement No. 2529 (the Purchase Agreement) between The
Boeing Company (Boeing) and China Easter Airlines Corporation, Ltd.
(Customer) relating to Model 787-89P 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. Advance Payment 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
that shall become due until payment is actually made may be deferred without
interest until ten business days after the effective, date of the Purchase
Agreement, 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. ***
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.
P.A. No. 2529
Payment Matters
China Eastern Airlines Corporation, Ltd.
6-1165-CKR-0957
Page 2
2.1 ***
2.2 Default Procedure. ***
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. 2529
Payment Matters
China Eastern Airlines Corporation, Ltd.
6-1165-CKR-0957
Page 3
Very truly yours,
THE BOEING COMPANY
By /s/ X.X. Xxxxxx
----------------------------------
Its Attorney-In-Fact
ACCEPTED AND AGREED TO this
Date: XXXXXX 0, 0000
XXXXX EASTERN AIRLINES CORPORATION, LTD.
By /s/ Xxxx Xx
----------------------------------
Its
---------------------------------
CHINA EASTERN AVIATION IMPORT & EXPORT
CORPORATION
By /s/ Fan Erning
----------------------------------
Its
---------------------------------
P.A. No. 2529
Payment Matters
(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: Letter Agreement No. 6-1165-CKR-0959 - Remedy For Deviation From
Block Fuel Guarantee
Reference: Purchase Agreement No. 2529 (the Purchase Agreement) between The
Boeing Company (Boeing) and China Eastern Airlines Corporation
Limited (Customer) relating to Model 787 aircraft (Aircraft)
Reference is made to Purchase Agreement No. 2529 dated as of even date herewith
between The Boeing Company (Boeing) and China Eastern Airlines Corporation, Ltd.
(Customer) relating to the sale by Boeing and the purchase by Customer of Model
787-8 aircraft (hereinafter referred to as the Aircraft).
This letter 6-1165-CKR-0959 (Letter Agreement), when accepted by Customer
contemporaneously with the execution of the Purchase Agreement, will become part
of the Purchase Agreement and will evidence our further agreement with respect
to the matters set forth below.
All terms used but not defined in this Letter Agreement have the same meaning as
in the Purchase Agreement.
Attachment to Letter Agreement 6-1165-CKR-0951 contains performance guarantees
(the Performance Guarantees) applicable to the Aircraft in accordance with such
Letter Agreement, which includes a Mission Block Fuel guarantee. Customer has
requested that Boeing provide an assurance that fuel burn performance, as
indicated by the Mission Block Fuel guarantee (the Guarantee), of the Aircraft
is not worse than the applicable guarantee level.
In response to Customer's request, Boeing offers the following program and
economic remedies in the event that the guarantee compliance report furnished to
Customer for the Aircraft pursuant to Article 5.4 of the AGTA shows a
Demonstrated value for the Mission Block Fuel which is worse than the Guarantee
value.
P.A. No. 2529
Remedy For Deviation From Block Fuel Guarantee
BOEING PROPRIETARY
China Eastern Airlines Corporation, Ltd.
Letter Agreement No. 6-1165-CKR-0959
Page 2
1. Demonstration of Compliance.
Article 5.4 of the AGTA provides a procedure for demonstration of
compliance with performance guarantees prior to delivery. That method will be
used to demonstrate compliance with the Guarantee which, if not met, will result
in the economic remedies as described below.
2. Rights, Remedies, and Obligations in the Event the Aircraft Fails to Meet
the Guarantee.
2.1 Aircraft Delivery.
In the event that any Aircraft, at the time of tender by Boeing for
delivery to Customer fails to comply with the Guarantee, Customer shall not
refuse to accept delivery of such Aircraft because of such noncompliance,
subject to the terms and conditions hereinafter set forth.
2.2 Correction of Noncompliance with the Guarantee.
2.2.1 To the extent economically and technically practicable, Boeing
will use its best reasonable efforts to design or caused to be designed, changes
to the Aircraft (Changes) which would diminish or correct the failure of the
Aircraft to comply with the Guarantee.
2.2.2 In the event that such Changes are designed, Boeing will
promptly furnish such Changes at no charge to Customer for each Aircraft, except
that, in the case where engine parts are replaced, Customer shall contribute on
a pro rata basis for life usage of such parts, as mutually agreed between
Customer and the engine manufacturer at the time. Such Changes shall be in the
form of retrofit parts and/or modification instructions. Boeing and/or
engine manufacturer will also promptly reimburse Customer for any direct labor
reasonably expended by Customer to incorporate such Changes. Such reimbursement
shall be on the basis of the warranty labor rate then in effect between Boeing
and Customer or engine manufacturer and Customer, as applicable.
2.2.3 Boeing and/or engine manufacturer shall not be obligated to
furnish any Changes in addition to those necessary to cause the Aircraft to
comply with the Guarantee.
2.2.4 Boeing shall adjust the Demonstrated Mission Block Fuel for any
Changes. The amount of performance improvement attributable to any Change shall
be determined by analysis based on data supplied by Boeing and certified to be
correct by Boeing. The amount of such improvement shall be
P.A. No. 2529
Remedy For Deviation From Block Fuel Guarantee
BOEING PROPRIETARY
China Eastern Airlines Corporation, Ltd.
Letter Agreement No. 6-1165-CKR-0959
Page 3
calculated using reasonable engineering interpretations and calculations based
on the data furnished pursuant to Article 5.4 of the AGTA and the data furnished
pursuant to this Paragraph 2.2.4.
2.3 Remedies.
***
2.4 Exclusive Remedy.
***
2.5 Duplication of Benefits.
***
P.A. No. 2529
Remedy For Deviation From Block Fuel Guarantee
BOEING PROPRIETARY
China Eastern Airlines Corporation, Ltd.
Letter Agreement No. 6-1165-CKR-0959
Page 4
3. Assignment.
Neither party may assign this Letter Agreement in whole or in part without
the express written approval of the other party.
4. Confidential Treatment.
Customer agrees that it will treat the information contained herein as
confidential and will not, without the prior written consent of Boeing, disclose
such information contained therein to any other person or entity except as may
be required by (i) applicable law or governmental regulations, or (ii) for
financing the Aircraft. In connection with any such disclosure or filing of such
information contained therein pursuant to any such applicable law or
governmental regulation, Customer will request and use its best reasonable
efforts to obtain confidential treatment of such information. Boeing agrees to
cooperate with Customer in making and supporting its request for confidential
treatment.
P.A. No. 2529
Remedy for Deviation From Block Fuel Guarantee
BOEING PROPRIETARY
China Eastern Airlines Corporation, Ltd.
Letter Agreement No. 6-1165-CKR-0959
Page 5
If the foregoing correctly sets forth your understanding of our agreement with
respect to the matters treated above, please indicate your acceptance and
approval below.
Very truly yours,
THE BOEING COMPANY
By /s/ X.X. Xxxxxx
----------------------------------
Its Attroney-In-Fact
---------------------------------
ACCEPTED AND AGREED TO this
Date: Xxxxxx 0, 0000
XXXXX EASTERN AIRLINES CORPORATION, LTD.
By /s/ Xxxx Xx
----------------------------------
Its
---------------------------------
CHINA EASTERN AVIATION IMPORT & EXPORT CORPORATION
By /s/ Fan Erning
----------------------------------
Its
---------------------------------
P.A. No. 2529
Remedy For Deviation From Block Fuel Guarantee
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: Letter Agreement No. 6-1165-CKR-1030-787-8 Block Fuel Commitment with
Rolls-Xxxxx Xxxxx 1000 Engines
Reference: Purchase Agreement No. 2529 (the Purchase Agreement) between The
Boeing Company (Boeing) and China Eastern Airlines Corporation, Ltd.
(Customer) relating to Model 787-89P aircraft (the Aircraft)
Reference is made to Purchase Agreement No. 2529 dated as of even date herewith
(the Purchase Agreement) between The Boeing Company (Boeing) and China Eastern
Airlines Corporation, Ltd. (Customer) relating to the sale by Boeing and the
purchase by Customer of Xxxxx 787-8 aircraft (hereinafter referred to as the
Aircraft).
This letter 6-1165-CKR-1030 (Letter Agreement), when accepted by Customer
contemporaneously with the execution of the Purchase Agreement, will become part
of the Purchase Agreement and will evidence our further agreement with respect
to the matters set forth below.
All terms used herein and in the Purchase Agreement, and not defined herein,
shall have the same meaning as in the Purchase Agreement.
Customer has requested that Boeing guarantee that the Block Fuel of the Aircraft
will be significantly better than the Block Fuel of the 767-300ER. Boeing agrees
to make and Customer accepts the following commitment for 787-8 Block Fuel.
1. 787-8 Block Fuel Commitment
***
P.A. No. 2529
787-8 Block Fuel Commitment with Rolls-Royce Engines
BOEING PROPRIETARY
China Eastern Airlines Corporation, Ltd.
No. 6-1165-CKR-1030
Page 2
2. Demonstration of Compliance.
Article 5.4 of the AGTA provides a procedure for demonstration of
compliance with the 787-8 Block Fuel Commitment prior to delivery which if not
met, will result in the economic remedies as described below.
3. Rights, Remedies and Obligations in the Event the Aircraft Fails To Meet
the 787-8 Block Fuel Commitment.
3.1 Aircraft Delivery.
***
3.2 Correction of Noncompliance with the 787-8 Block Fuel Commitment.
3.2.1 To the extent economically and technically practicable, Boeing
will use its best reasonable efforts to design or caused to be designed,
changes to the Aircraft (Changes) which would diminish or correct the
failure of the Aircraft to comply with the 787-8 Block Fuel Commitment.
***
3.2.3 Boeing and/or engine manufacturer shall not be obligated to
furnish any changes in addition to those necessary to cause the Aircraft to
comply with the 787-8 Block Fuel Commitment.
3.2.4 Boeing shall adjust the Demonstrated 787-8 Block Fuel Per Seat
for any Changes. The amount of performance improvement attributable to
P.A. No. 2529
787-8 Block Fuel Commitment with Rolls-Royce Engines
BOEING PROPRIETARY
China Eastern Airlines Corporation, Ltd.
No. 6-1165-CKR-1030
Page 3
any Change shall be determined by analysis based on data supplied by Boeing
and certified to be correct by Boeing. The amount of such improvement shall
be calculated using reasonable engineering interpretations and calculations
based on the data furnished pursuant to Article 5.4 of the AGTA and the
data furnished pursuant to this Paragraph 3.2.4.
3.3 Remedies.
***
3.4 Exclusive Remedy.
***
3.5 Duplication of Benefits.
***
P.A. No. 2529
787-8 Block Fuel Commitment with Rolls-Royce Engines
BOEING PROPRIETARY
China Eastern Airlines Corporation, Ltd.
No. 6-1164-CKR-1030
Page 4
***
4. Expiration of Commitment and Survival of Remedies.
***
5. Assignment.
Neither party may assign this Letter Agreement in whole or in part without
the express written approval of the other party.
6. Confidential Treatment.
Customer agrees that it will treat the information contained herein as
confidential and will not, without the prior written consent of Boeing, disclose
such information contained therein to any other person or entity as may be
required by (i) applicable law or government regulations, or (ii)for financing
the Aircraft. In connection with any such disclosure or filing of such
information contained therein pursuant to any such applicable law or
governmental regulation, Customer will request and use its best resonable
efforts to obtain confidential treatment of such information. Boeing agrees to
cooperate with Customer in making and supporting its request for confidential
treatment.
P.A. No. 2529
787-8 Block Fuel Commitment with Rolls-Royce Engines
BOEING PROPRIETARY
China Eastern Airlines Corporation, Ltd.
No. 6-1164-CKR-1030
Page 5
If the foregoing correctly sets forth your understanding of our agreement with
respect to the matters treated above, please indicate your acceptance and
approval below.
Very truly yours,
THE BOEING COMPANY
By /s/ X.X. Xxxxxx
----------------------------------
Its Attorney-In-Fact
ACCEPTED AND AGREED TO this
Date: AUGUST 8,2005
CHINA EASTERN AIRLINES CORPORATION LTD.
By /s/ Xxxx Xx
----------------------------------
Its
---------------------------------
CHINA EASTERN AVIATION IMPORT & EXPORT CORPORATION
By /s/ Fan Erning
----------------------------------
Its
---------------------------------
P.A. No. 2529
787-8 Block Fuel Commitment with Rolls-Royce Engines
BOEING PROPRIETARY
Attachment A to Letter Agreement
No. 6-1165-CKR-1030
Page l
Determination of Block Fuel Per Seat
1 Block Fuel Per Seat Calculation.
1.1 Block Fuel Per Seat shall be calculated by the following formula:
Block Fuel Per Seat = Block Fuel/Number of Seats
Where:
Block Fuel is defined in Paragraph 1.2 below.
Number of Seats is the total number of passenger seats.
1.2 Block Fuel is the sum of the fuel for taxi out, the takeoff and climbout
maneuver, climb, cruise, descent, approach and land maneuver, and taxi in
and shall be based on a stage length of 4,000 nautical miles in still air
with the Full Passenger Payload as defined in Paragraph 1.3, using the
operating rules defined below.
Conditions and Operating Rules:
Flight Time The flight time is defined as the sum of the time used for
takeoff and climbout maneuver, climb, cruise, descent, and
approach and land maneuver.
Stage Length: The stage length is defined as the sum of the distances for the
climbout maneuver, climb, cruise, and descent
Takeoff: The airport altitude is sea level.
The takeoff gross weight is not limited by the airport
conditions.
Climbout Following the takeoff to 35 feet, the Aircraft accelerates to
Maneuver 250 KCAS while climbing to 1,500 feet above the departure
airport altitude and retracting flaps and landing gear.
The temperature is standard day during the climbout maneuver.
P.A. No. 2529
787-8 Block Fuel Commitment with Rolls-Royce Engines
BOEING PROPRIETARY
Attachment A to Letter Agreement
No. 6-1165-CKR-1030
Page 2
Climb: The Aircraft climbs from 1,500 feet above the departure airport
altitude to 10,000 feet altitude at 250 KCAS.
The Aircraft then accelerates at a rate of climb of 500 feet per
minute to a climb speed for minimum trip economics.
The temperature is standard day during climb.
Maximum climb thrust is used during climb.
Cruise: The Aircraft cruises at a fixed Mach number representative of
Long Range Cruise Mach number.
The initial cruise altitude will be selected to minimize fuel
burn.
A step climb or multiple step climbs of 4,000 feet altitude may
be used when beneficial to minimize fuel burn.
The temperature is standard day during cruise.
The cruise thrust is not to exceed maximum cruise thrust except
during a step climb when maximum climb thrust may be used.
Descent: The Aircraft descends from the final cruise altitude at the
speed for minimum trip economics until 250 KCAS is reached.
The descent continues at 250 KCAS to an altitude of 1,500 feet
above the destination airport altitude.
Throughout the descent, the cabin pressure will be controlled to
a maximum rate of descent equivalent to 300 feet per minute at
sea level.
The temperature is standard day during descent.
Approach and The Aircraft decelerates to the final approach speed while
Landing extending landing gear and flaps, then descends and lands.
Maneuver:
The destination airport altitude is sea level.
P.A. No. 2529
787-8 Block Fuel Commitment with Rolls-Royce Engines
BOEING PROPRIETARY
Attachment A to Letter Agreement
No. 6-1165-CKR-1030
Page 3
Reserves: The reserve fuel is based on the sum of the following:
a) Fuel for 10% of the Flight Time based on the Long Range
Cruise fuel flow at the altitude at the end of enroute
cruise,
b) missed approach at the destination airport, climb,
cruise, descent, and approach and landing to a 200
nautical mile alternate on an standard day, and
c) fuel for a 30-minute hold at 1,500 feet on an standard
day.
Fixed For the purpose of this Letter Agreement, the following shall
Allowances: be used as fixed quantities and allowances:
Taxi-out:
Time 10 Minutes
Taxi-in (shall be consumed from the reserve fuel):
Time 6 Minutes
1.3 Full Passenger Payload shall be calculated by the following formula:
Full Passenger Payload = Number of Seats
* Passenger and Baggage Weight
Where:
Number of Seats is the total number of passenger seats.
Passenger and Baggage Weight = 120 kilograms per passenger
P.A. No. 2529
787-8 Block Fuel Commitment with Rolls-Royce Engines
BOEING PROPRIETARY
Attachment A to Letter Agreement
No. 6-1165-CKR-1030
Page 4
2. 787-8 LOPA.
BOEING PROPRIETARY
INTERIOR ARRANGEMENT PRODUCT
DEVELOPMENT
LAC MEDIUM/LONG RANGE RULES -1992 STUDY
9 ABREAST ECONOMY
(Seating Arrangement Layout)
312 PASSENGERS
CLASS CARTS CART RATIO NON-CART GALLEY LAVATORY RATIO CLOSEST RATIO ATTENDENT RATIO
(%) (QTY) (CART/PASS) VOLUME (CUFF) (PASS/LAV) (ROD IN/PASS) (PASS/ATTD)
----- ----- ----------- --------------- -------------- ------------- ---------------
FIRST 8.33 9.0 0.346 114.50 26 3.08 --
ECONOMY 91.67 19.0 0.066 258.50 48 -- --
TOTAL -- 28.0 0.090 372.00 -- -- 35
Ref: YS5020 (291 PAX) F/C-48-in setback, 10-in recline
Note: Attendant visibility subject to FAA E/C-43-in setback, 6-in recline
approval. Recline space available
last low only
Rule set 372
BOEING PROPRIETARY
3. Configuration.
3.1 The 787-8 Block Fuel Commitment is based on the Aircraft configuration as
defined in the original release of Detail Specification TBD (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 of the Aircraft. Such adjustment shall be
accounted for by Boeing in its evidence of compliance with the 787-8 Block
Fuel Commitment.
4. Conditions.
4.1 All performance data are based on the International Standard Atmosphere
(ISA) and specified variations therefrom; altitudes are pressure altitudes.
P.A. No. 2529
787-8 Block Fuel Commitment with Rolls-Royce Engines
BOEING PROPRIETARY
Attachment A to Letter Agreement
NO. 6-1165-CKR-1030
Page 5
4.2 The FAA Regulations (FAR) referred to in this Attachment are, unless
otherwise specified, Code of Federal Regulations 14, Part 25 amended by
Amendments 25-1 through 25-112, subject to the approval of the Federal
Aviation Administration.
4.3 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 4.2, 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 787-8 Block Fuel Commitment set forth in
this Letter Agreement shall be appropriately modified to reflect any such
change.
4.4 The climb, cruise and descent portions of the Block Fuel calculation
include allowances for normal power extraction and engine power extraction
for normal operation of the air conditioning system. No engine power
extraction for thermal anti-icing is provided unless otherwise specified.
The APU is turned off unless otherwise specified.
4.5 Long Range Cruise (LRC) speed is defined to be the highest speed where
cruise fuel mileage is 99 percent of the maximum cruise fuel mileage.
4.6 Performance, where applicable, is based on a fuel Lower Heating Value (LHV)
of 18,580 BTU per pound, unless otherwise specified.
5 Compliance.
5.1 Compliance with the 787-8 Block Fuel Commitment shall be based on the
information in Sections 1 and 2, the Aircraft configuration of Section 3
and the conditions of Section 4.
5.2 Compliance with the climb, cruise and descent portions of the Block Fuel
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.
5.3 For the purposes of this Letter Agreement, the following shall be used as
fixed quantities and allowances for calculating the 787-8 Block Fuel
consistent with Paragraph 1.2:
Operational Empty Weight, OEW:
110,200 Kilograms
P.A.No.2529
787-8 Block Fuel Commitment with Rolls-Royce Engines
BOEING PROPRIETARY
Attachment A to Letter Agreement
No. 6-1165-CKR-1036
Page 6
Taxi-out:
Fuel 190 Kilograms
Takeoff and Climbout Maneuver:
Fuel 485 Kilograms
Distance 4.0 Nautical Miles
Approach and Land Maneuver:
Fuel 120 Kilograms
Taxi-in (shall be consumed from the reserve fuel):
Fuel 115 Kilograms
Usable reserve fuel remaining upon completion of the approach and
landing maneuver:
8,105 Kilograms
5.4 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.
5.5 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.
P.A.NO.2529
787-8 Block Fuel Commitment with Rolls-Royce Engines
BOEING PROPRIETARY
Attachment B to Letter Agreement
No. 6-1165-CKR-1030
Page 1
Reference 767-300ER Data
For informational purposes only, Attachment B presents the reference Block Fuel
Per Seat calculation for the 767-300ER with Rolls-Royce RB211-524H Engines
(Reference Airplane).
1. Mission Block Fuel and Block Fuel Per Seat.
The Block Fuel and Block Fuel Per Seat calculated consistent with
conditions shown in Paragraphs 1.2 and 1.3, respectively, of Attachment A
and using the the Operating Empty Weight shown in the Paragraph 2 of
Attachment B and the LOPA shown in Paragraph 3 of Attachment B is shown
below.
FINAL GROSS DELTA
MISSION DATA ALTITUDE TIME FUEL WEIGHT DISTANCE TEMP
SEGMENT SOURCE (FEET) (HR) (KG) (KG) (NM) (DEG C.)
------- ------ -------- ----- ----- ------ -------- --------
183083
TAXI-OUT FIXED 0 .167 227 0.0
182856
TAKEOFF-CLIMBOUT FIXED 1500 .033 495 4.1 0.0
182360
CLIMB -- 31000 .283 3354 114.9 0.0
179007
CRUISE -- 31000 4.076 22794 1913.5 0.0
156213
STEP-CLIMB -- 3500O .055 428 25.6 0.0
155785
CRUISE -- 35000 3.950 19166 1821.7 0.0
136619
DESCENT -- 1500 .369 364 120.2 0.0
136255
APPROACH-LAND FIXED 0 .083 181 0.0
136074
TAXI-IN FIXED 0 .100 136 0.0
RESERVES FIXED 9395
----- ----- ------
TOTALS 9.116 56540 4000.0
ZERO FUEL WEIGHT = 126680 KG
MISSION OEM = 94400 KG (PARAGRAPH 2)
REFERENCE PAYLOAD = 32280 KG
BLOCK FUEL = 47145 KG
BLOCK FUEL PER SEAT = 175.3 KG
REFERENCE PAYLOAD = NUMBER OF SEATS * PASSENGER AND BAGGAGE WEIGHT
= 269 * 120
= 32280
2. Operating Empty Weight.
The Operating Empty Weight for the Reference Airplane is defined as 94,400
kilograms.
P.A. No. 2529
787-8 Block Fuel Commitment with Rolls-Royce Engines
BOEING PROPRIETARY
Attachment B to Letter Agreement
No. 6-1165-CKR-1030
Page 2
3. 767-300ER LOPA.
INTERIOR ARRANGEMENT
THE BOEING COMPANY
IAC MED/LONG RANGE RULES
767-300ER
(Seating Arrangement Layout)
24 first 245 economy
38-in pitch 32-in pitch
36 seats at 31-in pitch
269 PASSENGERS
Class Gallay ratio Carts Lavatory ratio Closet ratio Attendant ratio
% (cu ft/pass) (qty) (pass/inv) (rod in/pass) (pass/attd)
----- ------------ ----- -------------- ------------- ---------------
First 8.92 8.83 7.0 24 1.46 --
Economy 91.08 1.68 17.0 49 0.00 --
Total -- 2.14 24.0 -- -- 38
Note: Identical to PDI-2564A F/C-48-in setback, 10-in recline
Note: Attendant visibility subject to FAA approval E/C-43-in setback, 6-in recline
* Recline space available last row only
TBC
Appr.__ B670116
.CR 03-11-97
P.A. No. 2529
787-8 Block Fuel Commitment with Rolls-Royce Engines
BOEING PROPRIETARY
(BOEING LOGO)
THE BOEING COMPANY
X.X. XXX 0000,
Xxxxxxx, XX 00000-0000
0-0000-XXX-000X
Xxxxx Eastern Airlines Corporation, Ltd.
0000 Xxxxxxxx Xxxx
Xxxxxxxx 000000
People's Republic of China
Subject: Letter Agreement No. 6-1165-CKR-1030-787-8 Block Fuel Commitment with
General Electric GEnx Engines
Reference: Purchase Agreement No. 2529 (the Purchase Agreement) between The
Boeing Company (Boeing) and China Eastern Airlines Corporation, Ltd.
(Customer) relating to Model 787-89P aircraft (the Aircraft)
Reference is made to Purchase Agreement No. 2529 dated as of even date herewith
(the Purchase Agreement) between The Boeing Company (Boeing) and China Eastern
Airlines Corporation, Ltd. (Customer) relating to the sale by Boeing and the
purchase by Customer of Model 787-8 aircraft (hereinafter referred to as the
Aircraft).
This letter 6-1165-CKR-1030 (Letter Agreement), when accepted by Customer
contemporaneously with the execution of the Purchase Agreement, will become part
of the Purchase Agreement and will evidence our further agreement with respect
to the matters set forth below.
All terms used herein and in the Purchase Agreement, and not defined herein,
shall have the same meaning as in the Purchase Agreement
Customer has requested that Boeing guarantee that the Block Fuel of the Aircraft
will be significantly better than the Block Fuel of the 767-300ER. Boeing agrees
to make and Customer accepts the following commitment for 787-8 Block Fuel.
1. 787-8 Block Fuel Commitment.
***
P.A.No.2529
787-8 Block Fuel Commitment with GEnx Engines
BOEING PROPRIETARY
China Eastern Airlines Corporation, Ltd.
6-1165-CKR-1030
Page 2
2. Demonstration of Compliance.
Article 5.4 of the AGTA provides a procedure for demonstration of
compliance with the 787-8 Block Fuel Commitment prior to delivery which if not
met, will result in the economic remedies as described below.
3. Rights, Remedies and Obligations in the Event the Aircraft Fails To Meet
the 787-8 Block Fuel Commitment.
3.1 Aircraft Delivery.
***
3.2 Correction of Noncompliance with the 787-8 Block Fuel Commitment.
***
3.2.4 Boeing shall adjust the Demonstrated 787-8 Block Fuel Per Seat
for any Changes. The amount of performance improvement attributable to
P.A. No. 2529
787-8 Block Fuel Commitment with GEnx Engines
BOEING PROPRIETARY
China Eastern Airlines Corporation, Ltd.
6-1165-CKR-1030
Page 3
any Change shall be determined by analysis based on data supplied by Boeing and
certified to be correct by Boeing. The amount of such improvement shall be
calculated using reasonable engineering interpretations and calculations based
on the data furnished pursuant to Article 5.4 of the AGTA and the data furnished
pursuant to this Paragraph 3.2.4.
3.3 Remedies.
***
3.4 Exclusive Remedy.
***
3.5 Duplication of Benefits.
***
P.A. No. 2529
787-8 Block Fuel Commitment with GEnx Engines
BOEING PROPRIETARY
China Eastern Airlines Corporation, Ltd.
6-1165-CKR-1030
Page 4
***
4. Expiration of Commitment and Survival of Remedies.
***
5. Assignment.
Neither party may assign this Letter Agreement in whole or in part
without the express written approval of the party.
6. Confidential Treatment.
Customer agrees that it will treat the information contained herein as
confidential and will not, without the prior written consent of Boeing, disclose
such information contained therein to any other person or entity except as may
be required by (i) applicable law or governmental regulations, or (ii) for
financing the Aircraft. In connection with any such disclosure or filing of such
information contained therein pursuant to any such applicable law or
governmental regulation, Customer will request and use its best reasonable
efforts to obtain confidential treatment of such information. Boeing agrees to
cooperate with Customer in making and supporting its request for confidential
treatment.
P.A. No. 2529
787-8 Block Fuel Commitment with GEnx Engines
BOEING PROPRIETARY
China Eastern Airlines Corporation, Ltd.
6-1165-CKR-1030
Page 5
If the foregoing correctly sets forth your understanding of our agreement with
respect to the matters treated above, please indicate your acceptance and
approval below.
Very truly yours,
THE BOEING COMPANY
By /s/ X.X. Xxxxxx
----------------------------------
Its Attorney-In-Fact
ACCEPTED AND AGREED TO this
Date: XXXXXX 0, 0000
XXXXX EASTERN AIRLINES CORPORATION, LTD.
By /s/ Xxxx Xx
----------------------------------
Its
---------------------------------
CHINA EASTERN AVIATION IMPORT & EXPORT CORPORATION
By /s/ Fan Erning
----------------------------------
Its
---------------------------------
P.A. No. 2529
787-8 Block Fuel Commitment with GEnx Engines
BOEING PROPRIETARY
Attachment A to Letter Agreement
No. 6-1165-CKR-1030
Page 1
Determination of Block Fuel Per Seat
1 Block Fuel Per Seat Calculation.
1.1 Block Fuel Per Seat shall be calculated by the following formula:
Block Fuel Per Seat = Block Fuel / Number of Seats
Where:
Block Fuel is defined in Paragraph 1.2 below.
Number of Seats is the total number of passenger seats.
1.2 Block Fuel is the sum of the fuel for taxi out, the takeoff and climbout
maneuver, climb, cruise, descent, approach and land maneuver, and taxi in
and shall be based on a stage length of 4,000 nautical miles in still air
with the Full Passenger Payload as defined in Paragraph 1.3, using the
operating rules defined below.
Conditions and Operating Rules:
Flight Time The flight time is defined as the sum of the time used for
takeoff and climbout maneuver, climb, cruise, descent, and
approach and land maneuver.
Stage The stage length is defined as the sum of the distances for the
Length: climbout maneuver, climb, cruise, and descent.
Takeoff: The airport altitude is sea level.
The takeoff gross weight is not limited by the airport
conditions.
Climbout Following the takeoff to 35 feet, the Aircraft accelerates to
Maneuver: 250 KCAS while climbing to 1,500 feet above the departure airport
altitude and retracting flaps and landing gear.
The temperature is standard day during the climbout maneuver.
P.A. No. 2529
787-8 Block Fuel Commitment with GEnx Engines
BOEING PROPRIETARY
Attachment A to Letter Agreement
No. 6-1165-CKR-1030
Page 2
Climb: The Aircraft climbs from 1,500 feet above the departure airport
altitude to 10,000 feet altitude at 250 KCAS.
The Aircraft then accelerates at a rate of climb of 500 feet per
minute to a climb speed for minimum trip economics.
The temperature is standard day during climb.
Maximum climb thrust is used during climb.
Cruise: The Aircraft cruises at a fixed Mach number representative of
Long Range Cruise Mach number.
The initial cruise altitude will be selcted to minimize fuel
burn.
A step climb or multiple step climbs of 4,000 feet altitude may
be used when beneficial to minimize fuel burn.
The temperature is standard day during cruise.
The cruise thrust is not to exceed maximum cruise thrust except
during a step climb when maximum climb thrust may be used.
Descent: The Aircraft descends from the final cruise altitude at the speed
for minimum trip economics until 250 KCAS is reached.
The descent continues at 250 KCAS to an altitude of 1,500 feet
above the destination airport altitude.
Throughout the descent, the cabin pressure will be controlled to
a maximum rate of descent equivalent to 300 feet per minute at
sea level.
The temperature is standard day during desecent.
Approach and The Aircraft decelerates to the final approach speed while
Landing extending landing gear and flaps, then descends and lands.
Maneuver:
The destination airport altitude is sea level.
P.A. No. 2529
787-8 Block Fuel Commitment with GEnx Engines
BOEING PROPRIETARY
Attachment A to Letter Agreement
No. 6-1165-CKR-1030
Page 3
Reserves: The reserve fule is based on the sum of the following:
a) Fuel for 10% of the Flight Time based on the Long Range
Cruise fuel flow at the altitude at the end of enroute
cruise,
b) missed approach at the destination airport, climb, cruise,
descent, and approach and landing to a 200 nautical mile
alternate on an standard day, and
c) fuel for a 30-minute hold at 1,500 feet on an standard day.
Fixed For the purpose of this Letter Agreement, the following shall be
Allowances: used as fixed quantities and allowances:
Taxi-out:
Time 10 Minutes
Taxi-in (shall be consumed from the reserve fuel):
Time 6 Minutes
1.3 Full Passenger Payload shall be calculated by the following formula:
Full Passenger Payload = Number of Seats
* Passenger and Baggege Weight
Where:
Number of Seats is the total number of passenger seats.
Passenger and Baggage Weight = 120 kilograms per pessenger
P.A. No. 2529
787-8 Block Fuel Commitment with GEnx Engines
BOEING PROPRIETARY
Attachment A to Letter Agreement
No. 6-1165-CKR-1030
Page 4
2. 787-8 LOPA.
BOEING PROPRIETARY
INTERIOR ARRANGEMENT
IAC Medium/Long Range Rules - 1992
9 Abreast Economy
Product
Development
Study
(Seating Arrangement Layout)
312 passengers
CLASS CARTS CART RATIO NON-CART GALLEY LAVATORY RATIO CLOSEST RATIO ATTENDANT RATIO
(%) (QTY) (CART/PASS) VOLUME (CU FT) (PASS/LAV) (ROD IN/PASS) (PASS/ATTD)
----- ----- ----------- --------------- -------------- ------------- ---------------
FIRST 8.33 9.0 0.346 114.50 26 3.08 --
ECONOMy 91.67 19.0 0.086 258.50 48 -- --
TOTAL -- 28.0 0.090 373.00 -- -- 35
Ref: YS5020 (291 PAX) F/C-48-in setback, 10-in recline TBC
Note: Attendant visibility subject to FAA approval E/C-43-in setback, 6-in recline YS5021
* Recline space available last row only rev.-
Rule Set 372 10-07-04
BOEING PROPRIETARY
3. Configuration.
3.1 The 787-8 Block Fuel Commitment is based on the Aircraft configuration as
defined in the original release of Detail Specification TBD (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 of the Aircraft. Such adjustment shall be
accounted for by Boeing in its evidence of compliance with the 787-8 Block
Fuel Commitment.
4. Conditions.
4.1 All performance data are based on the International Standard Atmosphere
(ISA) and Specified variations therefrom; altitudes are pressure altitudes.
P.A. No. 2529
787-8 Block Fuel Commitment with GEnx Engines
BOEING PROPRIETARY
Attachment A to Letter Agreement
No. 6-1165-CKR-1030
Page 5
4.2 The FAA Regulations (FAR) referred to in this Attachment are, unless
otherwise specified, Code of Federal Regulations 14, Part 25 amended by
Amendments 25-1 through 25-112, subject to the approval of the Federal
Aviation Administration.
4.3 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 4.2, 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 787-8 Block Fuel Commitment set forth in
this Letter Agreement shall be appropriately modified to reflect any such
change.
4.4 The climb, cruise and descent portions of the Block Fuel calculation
include allowances for normal power extraction and engine power extraction
for normal operation of the air conditioning system. No engine power
extraction for thermal anti-icing is provided unless otherwise specified.
The APU is turned off unless otherwise specified.
4.5 Long Range Cruise (LRC) speed is defined to be the highest speed where
cruise fuel mileage is 99 percent of the maximum cruise fuel mileage.
4.6 Performance, where applicable, is based on a fuel Lower Heating Value (LHV)
of 18,580 BTU per pound, unless otherwise specified.
5. Compliance.
5.1 Compliance with the 787-8 Block Fuel Commitment shall be based on the
information in Sections 1 and 2, the Aircraft configuration of Section 3
and the conditions of Section 4.
5.2 Compliance with the climb, cruise and descent portions of the Block Fuel
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.
5.3 For the purposes of this Letter Agreement, the following shall be used as
fixed quantities and allowances for calculating the 787-8 Block Fuel
consistent with Paragraph 1.2:
Operational Empty Weight, OEW:
110,600 Kilograms
Taxi-out:
Fuel 215 Kilograms
P.A. No. 2529
787-8 Block Fuel Commitment with GEnx Engines
BOEING PROPRIETARY
Attachment A to Letter Agreement
No. 6-1165-CKR-1030
Page 6
Takeoff and Climbout Maneuver:
Fuel 500 Kilograms
Distance 4.1 Nautical Miles
Approach and Land Maneuver:
Fuel 120 Kilograms
Taxi-in (shall be consumed from the reserve fuel):
Fuel 130 Kilograms
Usable reserve fuel remaining upon completion of the approach and
landing maneuver:
8,030 Kilograms
5.4 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.
5.5 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.
P.A. No. 2529
787-8 Block Fuel Commitment with GEnx Engines
BOEING PROPRIETARY
Attachment B to Letter Agreement
No. 6-1165-CKR-1030
Page 1
Reference 767-300ER Data
For informational purposes only, Attachment B presents the reference Block Fuel
Per Seat calculation for the 767-300ER with General Electric CF6-80C2B6F Engines
(Reference Airplane).
1. Mission Block Fuel and Block Fuel Per Seat.
The Block Fuel and Block Fuel Per Seat calculated consistent with
conditions shown in Paragraphs 1.2 and 1.3, respectively, of Attachment A
and using the the Operating Empty Weight shown in the Paragraph 2 of
Attachment B and the LOPA shown in Paragraph 3 of Attachment B is shown
below.
FINAL GROSS DELTA
DATA ALTITUDE TIME FUEL WEIGHT DISTANCE TEMP
MISSION SEGMENT SOURCE (FEET) (HR) (XG) (KG) (NM) (DEG C.)
---------------- ------ -------- ----- ----- ------ -------- --------
TAXI-OUT FIXED 0 .167 213 179136 0.0
TAKEOFF-CLIMBOUT FIXED 1500 .033 494 178923 4.1 0.0
CLIMB -- 31000 .257 2963 178428 101.7 0.0
CRUISE -- 31000 3.266 17626 175466 1533.3 0.0
STEP-CLIMB -- 35000 .050 381 157839 23.1 0.0
CRUISE -- 35000 4.816 22526 157458 2220.6 0.0
DESCENT -- 1500 .360 338 134932 117.2 0.0
APPROACH-LAND FIXED 0 .083 181 134594 0.0
TAXI-IN FIXED 0 .100 128 134413 0.0
RESERVES FIXED 8783
----- ----- ------
TOTALS 9.132 53634 4000.0
===== ===== ======
ZERO FUEL WEIGHT = 125530 KG
MISSION OEW = 93350 KG (PARAGRAPH 2)
REFERENCE PAYLOAD = 32280 KG
BLOCK FUEL = 44851 KG
BLOCK FUEL PER SEAT = 166.7 KG
REFERENCE PAYLOAD = NUMBER OF SEATS * PASSENGER AND BAGGAGE WEIGHT
= 269 * 120
= 32280
2. Operating Empty Weight.
The Operating Empty Weight for the Reference Airplane is defined as 93,350
kilograms.
P.A.No.2529
787-8 Block Fuel Commitment with GEnx Engines
BOEING PROPRIETARY
Attachment B to Letter Agreement
No.6-1165-CKR-1030
Page 2
3. 767-300ER LOPA.
INTERIOR ARRANGEMENT
The Boeing Company
IAC Med/Long Range Rules
(Seating Arrangement Layout)
269 passengers
Class Galley ratio Carts Lavatory Closet ratio Attendent ratio
(%) (cuft/pass) (qty) ratio (rod in/pass) (pass/attd)
First 8.92 8.83 7.0 24 1.46 --
Economy 91.06 1.68 17.0 49 0.00 --
Total -- 2.14 24.0 -- -- 38
Note: Identical to PDI-2564A F/C-48-in setback, 10-in recline
Note: Attendant visibility subject to FAA approval E/C-43-in setback, 6-in recline
* Recline space available last row only
Appr._ TBC
CR 13870116
03-11-97
P.A. No. 2529
787-8 Block Fuel Commitment with GEnx Engies
BOEING PROPREITARY
(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: 787 Maintenance Cost Guarantee
Reference: Purchase Agreement No.2529 (the Purchase Agreement) between The
Boeing Company (Boeing) and China Eastern Airlines Corpoartion,
Ltd.(Customer) relating to Model 787-89P aircraft (the Aircraft)
This letter agreement including without limitation all attachments and
ammendments hereto (Letter Agreement) amends and supplements the Purchase
Agreement. All terms used but not defined in this Letter Agreement have the same
menaing as in the Purchase Agreement.
Recitals
Boeing offers the following maintenance guarantee(Guarantee) for validating the
maintenance cost improvements provided by the 787 relative to current in-service
airplanes.
Agreement
1.0 Covered Aircraft.
The Program shall apply to the Aircraft operated by Customer on Customer's
routes during the Guarantee Term (Covered Aircraft).
2.0 Guarantee Term.
***
3.0 Covered Maintenance.
***
P.A. No. 2529
787 Maintenance Guarantee
BOEING PROPRIETARY
China Eastern Airlines Corporation, Ltd.
6-1165-CKR-1031
Page 2
of a maintenance program approved by 787 operator's regulatory authority
(Covered Maintenance)
4.0 Program Commitment.
***
5.0 Corrective Action.
***
P.A. No. 2529
Maintenance Cost Guarantee
BOEING PROPRIETARY
China Eastern Airlines Corporation, Ltd.
6-1165-CKR-1031
Page 3
incorporation of any such kit manufactured to Boeing's or Boeing's supplier's
detailed design. Such reimbursement will be provided pursuant to Exhibit C,
"Product Assurance Document," of the AGTA.
6.0 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.
7.0 DISCLAIMER, RELEASE AND EXCLUSION.
THIS LETTER AGREEMENT AND THE RIGHTS AND REMEDIES OF CUSTOMER AND OBLIGATIONS OF
BOING HEREIN ARE SUBJECT TO THE DISCLAIMER AND RELEASE, AND EXCLUSION OF
CONSEQUENTIAL AND OTHER DAMAGES PROVISIONS OF EXHIBIT C, PRODUCT ASSURANCE
DOCUMENT, OF THE AGTA.
P.A. No. 2529
Maintenance Cost Guarantee
BOEING PROPRIETARY
China Eastern Airlines Corporation, Ltd.
6-1165-CKR-1031
Page 4
If the foregoing correctly sets forth your understanding of our agreement with
respect to the matters treated above, please indicate your acceptance and
approval below
Very truly yours,
THE BOEING COMPANY
By /s/ X.X. Xxxxxx
-------------------------------------
Its Attorney-In-Fact
ACCEPTED AND AGREED TO this
Date: XXXXXX 0, 0000
XXXXX EASTERN AIRLINES CORPORATION, LTD.
By /s/ Xxxx Xx
-------------------------------------
Its
------------------------------------
CHINA EASTERN AVIATION IMPORT & EXPORT CORPORATION
By /s/ Fan Erning
-------------------------------------
Its
------------------------------------
P.A. No. 2529
Maintenance Cost Guarantee
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: Purchase Agreement No. 2529 (the Purchase Agreement) between The
Boeing Company (Boeing) and China Eastern Airlines Corporation, Ltd.
(Customer) relating to Model 787-89P 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. ***
2. ***
P.A. No. 2529
CASC Technical Services Credit Memorandum
BOEING PROPRIETARY
China Eastern Airlines Corporation, Ltd.
6-1165-CKR-1032
Page 2
3. Assignment
***
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. 2529
CASC Technical Services Credit Memorandum
BOEING PROPRIETARY
China Eastern Airlines Corporation, Ltd.
6-1165-CKR-1032
Page 3
Very truly yours,
THE BOEING COMPANY
By /s/ X.X. Xxxxxx
---------------------------------
Its Attorney-In-Fact
ACCEPTED AND AGREED TO this
Date: XXXXXX 0, 0000
XXXXX EASTERN AIRLINES CHINA EASTERN AVIATION IMPORT
CORPORATION, LTD. & EXPORT CORPORATION
By /s/ Xxxx Xx By /s/ Fan Erning
---------------------------------- -------------------------------------
Its Its
--------------------------------- ------------------------------------
CHINA AVIATION SUPPLIES IMPORT AND
EXPORT CORPORATION
By /s/ Xxx Xxxxxxx
----------------------------------
Its
---------------------------------
P.A. No. 2529
CASC Technical Services 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: Shareholder Approval
Reference: Purchase Agreement No. 2529 (the Purchase Agreement) between The
Boeing Company (Boeing) and China Eastern Airlines Corporation, Ltd.
(Customer) relating to Model 787-89P 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. Listing Matters
***
P.A. No. 2529
Shareholder_Approval_
BOEING PROPRIETARY
China Eastern Airlines Corporation, Ltd.
6-1165-CKR-1033
Page 2
2. Shareholder Approval.
***
3. Effect of Termination.
If there is any termination under the above provisions, all rights and
obligations of Boeing and Customer with respect to the Aircraft will terminate
and be without further force and effect, except that Boeing will promptly refund
to Customer, without interest, all applicable advance payments, including the
Deposit, received by Boeing from Customer pursuant to the Purchase Agreement
with respect to the Aircraft.
P.A. No. 2529
Shareholder Approval
BOEING PROPRIETARY
China Eastern Airlines Corporation, Ltd.
6-1165-CKR-1033
Page 3
Very truly yours,
THE BOEING COMPANY
By /s/ X.X. Xxxxxx
----------------------------------
Its Attorney-In-Fact
ACCEPTED AND AGREED TO this
Date: XXXXXX 0, 0000
XXXXX EASTERN AIRLINES CORPORATION, LTD
By /s/ Xxxx Xx
----------------------------------
Its
---------------------------------
CHINA EASTERN AVIATION IMPORT & EXPORT
CORPORATION
By /s/ Fan Erning
----------------------------------
Its
---------------------------------
P.A. No. 2529
Shareholder Approval
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: Clarifications and Understandings
Reference: Purchase Agreement No. 2529 (the Purchase Agreement) between The
Boeing Company (Boeing) and China Eastern Airlines Corporation, Ltd.
(Customer) relating to Model 787-89P aircraft (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. Clarifications and Understandings. The following clarifications and
understandings pertain to the indicated provisions of the Purchase
Agreement:
A. ***
B. ***
P.A. No. 2529
Clarifications and Understandings
BOEING PROPRIETARY
China Eastern Airlines Corporation. Ltd.
6-1165-CKR-1034
Page 2
2. 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. 2529
Clarifications and Understandings
BOEING PROPRIETARY
China Eastern Airlines Corporation, Ltd.
6-1165-CKR-1034
Page 3
Very truly yours,
THE BOEING COMPANY
By /s/ X.X. Xxxxxx
-------------------------------------
Its Attorney-In-Fact
ACCEPTED AND AGREED TO this
Date: XXXXXX 0, 0000
XXXXX EASTERN AIRLINES CORPORATION, LTD.
By /s/ Xxxx Xx
-------------------------------------
Its
------------------------------------
CHINA EASTERN AVIATION IMPORT & EXPORT
CORPORATION
By /s/ Fan Erning
-------------------------------------
Its
------------------------------------
P.A. No. 2529
Clarifications and Understandings
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: Purchase Agreement No. 2529 (the Purchase Agreement) between The
Boeing Company (Boeing) and China Eastern Airlines Corporation,
Ltd. (Customer) relating to Model 787-89P 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. ***
***
***
P.A. No. 2529
Customer_Support_Matters
BOEING PROPRIETARY
China Eastern Airlines corporation, Ltd.
6-1165-CKR-1084
Page 2
***
1.2 ***
1.2.1 ***
1.2.2 ***
1.2.3 ***
1.2.4 ***
1.2.5 ***
2. ***
P.A. No. 2529
Customer_Support_Matters
BOEING PROPRIETARY
China Eastern Airlines Corporation, Ltd.
6-1165-CKR-1084
Page 3
Very truly yours,
THE BOEING COMPANY
By /s/ X.X. Xxxxxx
-------------------------------------
Its Attorney-In-Fact
ACCEPTED AND AGREED TO this
Date: Xxxxxx 0, 0000
XXXXX EASTERN AIRLINES CORPORATION,
LTD.
By /s/ Xxxx Xx
-------------------------------------
Its
------------------------------------
CHINA EASTERN AVIATION IMPORT &
EXPORT CORPORATION
By /s/ Fan Erning
-------------------------------------
Its
---------------------------------
P.A.NO.2529
Customer_Support_Matters
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: Incorporation of Revised Group Terms
Reference: Purchase Agreement No. 2529 (the Purchase Agreement) between The
Boeing Company (Boeing) and China Eastern Airlines Corporation, Ltd.
(Customer) relating to Model 787-89P aircraft (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. Existing Agreement.
Boeing and Customer acknowledge that all of the existing provisions of the
Purchase Agreement are the result of the negotiation and agreement between the
parties.
2. Package Agreement and Other Purchase Agreements.
Boeing and Customer further acknowledge that Boeing has entered into
agreement AGTA-CAC-GPA-3 for Model 787-8 Aircraft (The Package Agreement) with
China Aviation Supplies Import and Export Corporation (CASC), Customer and
certain other Chinese airlines (collectively the China 787 Launch Customer
Group, hereinafter the Group), and that Boeing will enter into separate purchase
agreements with the other airlines in the Group (Other Purchase Agreements) for
the other Model 787 aircraft also listed in the Package Agreement.
3. Discussion and Negotiation of Group Issues.
Boeing and Customer further acknowledge that the Group has raised and
discussed certain business and contractual issues with Boeing that they consider
to
P.A. No. 2529
Incorporation of Revised Group Terms
BOEING PROPRIETARY
China Eastern Airlines Corporation, Ltd.
6-1165-CKR-1097
Page 2
be equally relevant, and of particular concern, to all members of the Group (the
Group Issues). The business terms set forth in Letter Agreement 6-1165-CKR-0954
to the Purchase Agreement, which are also documented in the Package Agreement,
are the result of such discussions and related negotiations. Boeing has also
considered the Group's requests with regard to various contractual terms and
conditions which, like the business terms, are also included in the Group
Issues, and has explained its position on each such issue in response.
4. Post-Execution Incorporation of Revisions Relating to Group Issues.
In the event that Boeing revises its position with regard to any of the
Group Issues as reflected in one or more Other Purchase Agreements after
Customer and Boeing have signed the Purchase Agreement, Boeing will promptly
advise Customer of the details in writing and will offer the same revision to
Customer. If Customer accepts, such revision will be incorporated in the
Purchase Agreement by means of a Supplemental Agreement thereto.
5. Non-Group Issues
Boeing and Customer acknowledge that there may be some individual
differences between the Purchase Agreement and various Other Purchase
Agreements, or among various Other Purchase Agreements with respect to each
other, with regard to issues other than Group Issues that are of particular
concern and relevance to the respective customer (the Non-Group Issues). The
provisions of this Letter Agreement do not apply to such Non-Group Issues.
6. Expiration
The provisions of this Letter Agreement shall expire three (3) months after
all of the Other Purchase Agreements have been executed.
7. 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. 2529
Incorporation of Revised Group Terms
BOEING PROPRIETARY
China Eastern Airlines Corporation, Ltd.
6-1165-CKR-1097
Page 3
Very truly yours,
THE BOEING COMPANY
By /s/ X.X. Xxxxxx
----------------------------------
Its Attorney-In-Fact
ACCEPTED AND AGREED TO this
Date: XXXXXX 0, 0000
XXXXX EASTERN AIRLINES CORPORATION, LTD.
By /s/ Xxxx Xx
----------------------------------
Its
---------------------------------
CHINA EASTERN AVIATION IMPORT & EXPORT CORPORATION
By /s/ Fan Erning
----------------------------------
Its
---------------------------------
P.A. No. 2529
Incorporation of Revised Group Terms
BOEING PROPRIETARY
(BOEING LOGO)
THE BOEING COMPANY
P. 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: Purchase Agreement No. 2529 (the Purchase Agreement) between The
Boeing Company (Boeing) and China Eastern Airlines Corporation, Ltd.
(Customer) relating to Model 787-89P aircraft (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. ***
2. ***
3. ***
P.A. No. 2529
Unique Considerations
BOEING PROPRIETARY
China Eastern Airlines Corporation, Ltd.
6-1165-CKR-1098
Page 2
***
4. ***
5. Assignment.
The Credit Memorandum described in this Letter Agreement is 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 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. 2529
Unique Considerations
BOEING PROPRIETARY
China Eastern Airlines Corporation, Ltd.
6-1165-CKR-1098
Page 3
Very truly yours,
THE BOEING COMPANY
By /s/ X.X. Xxxxxx
---------------------------------
Its Attorney-In-Fact
ACCEPTED AND AGREED TO this
Date: XXXXXX 0, 0000
XXXXX EASTERN AIRLINES CORPORATION, LTD.
By /s/ Xxxx Xx
----------------------------------
Its
---------------------------------
CHINA EASTERN AVIATION IMPORT & EXPORT
CORPORATION
By /s/ Fan Erning
----------------------------------
Its
---------------------------------
P.A. No. 2529
Unique Considerations
BOEING PROPRIETARY
Attachment A to
Letter Agreement
6-1165-CKR-1098
***
P.A. No. 2529
Unique Considerations
BOEING PROPRIETARY
Attachment B to
Letter Agreement
6-1165-CKR-1098
***
P.A. No. 2529
Unique Considerations
BOEING PROPRIETARY
(BOEING LOGO)
THE BOEING COMPANY
X.X. Xxx 0000
Xxxxxxx, XX 00000-0000
0-0000-XXX-00X0
Xxxxx Eastern Airlines Corporation, Ltd.
0000 Xxxxxxxx Xxxx
Xxxxxxxx 000000
People's Republic of China
Subject: ***
Reference: Purchase Agreement No. 2529 (the Purchase Agreement) between The
Boeing Company (Boeing) and China Eastern Airlines Corporation, Ltd.
(Customer) relating to Model 787-89P aircraft (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. ***
2. 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. 2529
Flight Training Center
BOEING PROPRIETARY
China Eastern Airlines Corporation, Ltd.
6-1165-CKR-1107
Page 2
Very truly yours,
THE BOEING COMPANY
By /s/ X.X. Xxxxxx
-------------------------------------
Its Attorney-In-Fact
ACCEPTED AND AGREED TO this
Date: XXXXXX 0, 0000
XXXXX EASTERN AIRLINES CORPORATION, LTD.
By /s/ Xxxx Xx
-------------------------------------
Its
------------------------------------
CHINA EASTERN AVIATION IMPORT &
EXPORT CORPORATION
By /s/ Fan Erning
-------------------------------------
Its
------------------------------------
PA. No. 2529
Flight Training Center
BOEING PROPRIETARY
