Contract
Exhibit
4.22
***INDICATES
CONFIDENTIAL MATERIAL OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT
AND FILED WITH THE SECURITIES AND EXCHANGE COMMISSION SEPARATELY WITH A REQUEST
FOR CONFIDENTIAL TREATMENT.
A330 FAMILY
AIRCRAFT
PURCHASE
AGREEMENT
BETWEEN
AIRBUS
SAS
(the
"Seller")
AND
CHINA EASTERN AIRLINES
CORPORATION LTD
(the
"Buyer")
Buyer's
Reference Number
09GTBAP330
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CONTENTS
Clauses | ||
0
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SUPPLEMENTARY DEFINITIONS
|
|
1
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QUANTITY, MODEL AND
DESCRIPTION
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|
2
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AIRCRAFT DEFINITION
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3
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BASE PRICES
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4
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DELIVERY SCHEDULE
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5
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LIQUIDATED DAMAGES
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6
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SERVICE LIFE POLICY
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7
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TECHNICAL DATA
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8
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SELLER REPRESENTATIVES
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9
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NEGOTIATED AGREEMENT
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10
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APPLICABILITY
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11
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CONFIDENTIALITY
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12
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CONTRACTS (RIGHTS OF THIRD PARTIES) XXX
0000
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13
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LAW AND JURISDICTION
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14
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COUNTERPARTS
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CONTENTS
Appendices | ||
A
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STANDARD
SPECIFICATIONS FOR A330 FAMILY AIRCRAFT
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B
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SPECIFICATION
CHANGE NOTICES
|
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C
|
AIRFRAME
PRICE REVISION FORMULA
|
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D-1
|
GENERAL
ELECTRIC PRICE REVISION FORMULA
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X-0
|
XXXXX
& XXXXXXX XXXXX XXXXXXXX XXXXXXX
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X-0
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ROLLS
XXXXX XXXXX REVISION FORMULA
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G
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TECHNICAL
DATA INDEX
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PURCHASE
AGREEMENT
This A330
family aircraft purchase agreement (the "Agreement") is made as of December 28,
2009
Between:
AIRBUS S.A.S., a société par actions simplifiée,
created and existing under French law having its registered office at 0
Xxxx-Xxxxx Xxxxxxx Xxxxxxxx, 00000 Xxxxxxx-Xxxxx, Xxxxxx and registered with the
Toulouse Registre du Commerce
under number RCS Toulouse 383 474 814,
(hereinafter
referred to as the "Seller") of the one
part,and
CHINA EASTERN AIRLINES CORPORATION,
LIMITED, a company organised under the laws of the People's Republic of
China having its principal place of business at Hongqiao International Airport,
No. 2550 Hongqiao Road, Shanghai 200335, People's republic of
China,
(hereinafter
referred to as the "Buyer") of the other
part
The
Seller and the Buyer together referred as the "Parties" and each a
"Party"
CHINA EASTERN AVIATION IMPORT AND
EXPORT CORPORATION, a company organised under the laws of the People's
Republic of China having its principal place of business at Hongqiao
International Airport, No. 2550 Hongqiao Road, Shanghai 200335, People's
republic of China (the "Consenting Party"), whose roles are more fully described
in the payment agreement dated as of even date between the Parties and the
Consenting Party, is not a Party to the Agreement, but is acknowledging and
witnessing its execution by countersigning the last page.
WHEREAS
A-
|
The
Buyer and the Seller have signed on June 15, 2009 an aircraft general
terms agreement (reference CSC 0800.890) (thereinafter referred to as the
"AGTA") which constitutes an
integral part of this
Agreement.
|
B-
|
Subject
to the terms and conditions of this Agreement and of the AGTA, the Seller
desires to sell the Aircraft to the Buyer and the Buyer desires to
purchase the Aircraft from the
Seller.
|
NOW THEREFORE IT
IS AGREED AS FOLLOWS:
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0.
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SUPPLEMENTARY
DEFINITIONS
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0.1
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In
addition to the words and the terms elsewhere defined in this Agreement,
the initially capitalised words and terms used in this Agreement shall
have the meaning set out
below.
|
0.2
|
Capitalised
words and terms used in this Agreement which are not defined herein shall
have the meaning assigned thereto in the
AGTA.
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A330-200
Airframe
|
means
the A330-200 Aircraft excluding the A330-200 Propulsion
Systems.
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X000-000
Xxxxxxxx
|
means
the A330-300 Aircraft excluding the A330-300 Propulsion
Systems.
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A330-200
Aircraft
|
means
an Airbus A330-200 model aircraft including the A330-200 Airframe, the
applicable Propulsion Systems, and any part, component, furnishing or
equipment installed on the A330-200 Aircraft on Delivery under the terms
and conditions of this Agreement and the AGTA.
|
A330-300
Aircraft
|
means
an Airbus A330-300 model aircraft including the A330-300 Airframe, the
applicable Propulsion Systems, and any part, component, furnishing or
equipment installed on the A330-300 Aircraft on Delivery under the terms
and conditions of this Agreement and the AGTA.
|
A330-200
Specification
|
means
either (a) the A330-200 Standard Specification if no SCNs are applicable
or (b) if SCNs are issued, the A330-200 Standard Specification as amended
by all applicable SCNs and MSCNs.
|
A330-300
Specification
|
means
either (a) the A330-300 Standard Specification if no SCNs are applicable
or (b) if SCNs are issued, the A330-300 Standard Specification as amended
by all applicable SCNs and MSCNs.
|
A330-200
Standard
|
|
Specification
|
means
the A330-200 standard specification document number G.000.02000 Issue 4
revision 5, dated April 30, 2008 a copy of which has been annexed hereto
as Xxxxxxxx X-0, with the following design weights:
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MTOW: 230.0
tonnes
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MLW:
180.0 tonnes and
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MZFW: 168.0
tonnes
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A330-300
Standard
|
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Specification
|
means
the A330-300 standard specification document number G.000.03000 Issue 7
revision 5, dated April 30, 2008 a copy of which has been annexed hereto
as Xxxxxxxx X-0, with the following design weights:
|
MTOW: 230.0
tonnes
|
|
MLW:
185.0 tonnes and
|
|
MZFW: 173.0
tonnes
|
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Airframe
Base Price
|
means,
(i) with respect to the A330-200 Airframe, the X000-000 Xxxxxxxx Base
Price set forth in Clause 3.1.1; (ii) with respect to the A330-300
Airframe, the X000-000 Xxxxxxxx Base Price set forth in Clause 3.1.2; and
with respect to the Aircraft means any or all of the X000-000 Xxxxxxxx
Base Price and the X000-000 Xxxxxxxx Base Price.
|
Aircraft
|
means
any or all of the A330-200 Aircraft and the A330-300
Aircraft.
|
Base
Delivery Condition
|
|
Year
|
2007
|
Base
Price
|
means
the sum of the applicable Airframe Base Price and the applicable
Propulsion Systems Base Price
|
First
Quarter
|
means
the months of January, February, March
|
Fourth
Quarter
|
means
the months of October, November, December
|
Quarter
|
means
any or all of the First Quarter, Second Quarter, Third Quarter and Fourth
Quarter
|
Third
Quarter
|
means
the months of July, August, September
|
Second
Quarter
|
means
the months of April, May, June
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Daily
Liquidated Damages
|
|
Amount
|
as
specified in Clause 5
|
PEP
Revision Service
|
|
Period
|
as
specified in Clause 7
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Propulsion
Systems Base
|
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Price
|
as
specified in Clause 3.2
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Propulsion
Systems
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Manufacturer
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means
the manufacturer of the selected Propulsion Systems
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Propulsion
Systems
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Reference
Price
|
as
specified in Clause 3.2
|
Revision
Service Period
|
as
specified in Clause 7
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0.3
|
Clause
headings and the index are inserted for convenience of reference only and
shall be ignored in the interpretation of this
Agreement
|
0.4
|
In
this Agreement unless the context otherwise
requires:
|
(a)
|
references
to Clauses, Schedules, Appendices, and Exhibits are to be construed as
references to the Clauses, Schedules, Appendices, and Exhibits to this
Agreement and references to this Agreement include its Clauses, Schedules,
Exhibits and Appendices.
|
(b)
|
words
importing the plural shall include the singular and vice versa;
and
|
(c)
|
references
to a person shall be construed as including, without limitation,
references to an individual, firm, company, corporation, unincorporated
body of persons and any state or agency of a
state.
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1.
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QUANTITY
|
|
Subject
to the terms and conditions of this Agreement and of the AGTA, the Buyer
agrees to purchase a total of sixteen (16), A330-200 and A330-300 model
aircraft (jointly referred to as the "Aircraft") from the
Seller.
|
|
Pursuant
to the terms of the Agreement and of the AGTA, the Seller shall sell and
deliver to the Buyer and the Buyer shall buy and take Delivery of the
Aircraft.
|
2.
|
AIRCRAFT
DEFINITION
|
2.1
|
Aircraft Standard Specification
Definition
|
2.1.1
|
Standard Specification for
A330-200 Aircraft
|
The
A330-200 Aircraft shall be manufactured in accordance with the A330-200 Standard
Specification.
2.1.2
|
Standard Specification for the
A330-300 Aircraft
|
The
A330-300 Aircraft shall be manufactured in accordance with the A330-300 Standard
Specification.
2.2
|
Propulsion
Systems
|
2.2.1
|
The
X000-000 Xxxxxxxx will be equipped with a set of two
(2):
|
(i)
|
General
Electrics CF6-80E1A4 engines, or
|
(ii)
|
Xxxxx
and Whitney 4170 engines, or
|
(iii)
|
Rolls
Xxxxx Xxxxx 772B engines
|
(each,
upon selection by the Buyer, being referred to as the "A330-200 Propulsion
Systems").
2.2.2
|
The
X000-000 Xxxxxxxx will be equipped with a set of two
(2):
|
(i)
|
General
Electrics CF6-80E1A4 engines, or
|
(ii)
|
Xxxxx
and Whitney 4170 engines, or
|
(iii)
|
Rolls
Xxxxx Xxxxx 772B engines
|
(each,
upon selection by the Buyer, being referred to as the "A330-300 Propulsion
Systems").
The
A330-200 Propulsion Systems and the A330-300 Propulsion Systems being referred
to herein collectively as the "Propulsion
Systems".
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2.2.3
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* *
*
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2.3
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Configuration
Milestones
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* *
*
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3.
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BASE
PRICES
|
With
respect to the Aircraft, Clause 3.1 and Clause 4.1 of the AGTA shall
apply.
3.1
|
Airframe
Base Price
|
* *
*
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* * *
3.2
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Propulsion
Systems Base Price
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* *
*
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* * *
3.3
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Base
Price of the Aircraft
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The Base
Price of the Aircraft is the sum of the Airframe Base Price and the General
Electric Propulsion Systems Base Price until the Buyer notifies the Seller of
its Propulsion Systems selection. After such notification, The Aircraft Base
Price shall be the sum of the Airframe Base Price and the selected Propulsion
Systems Base Price.
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4.
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DELIVERY
SCHEDULE
|
*
* *
5.
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LIQUIDATED
DAMAGES
|
* *
*
6.
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SERVICE LIFE
POLICY
|
6.1
|
* * * |
6.2
|
* * * |
6.3
|
Waiver, Release and
Renunciation
|
THE
WARRANTIES, OBLIGATIONS AND LIABILITIES OF THE SELLER (AS DEFINED BELOW FOR THE
PURPOSES OF THIS CLAUSE) AND REMEDIES OF THE BUYER SET FORTH IN CLAUSE 12 AND
CLAUSE 14 OF THE AGTA ARE EXCLUSIVE AND IN SUBSTITUTION FOR, AND THE BUYER
HEREBY WAIVES, RELEASES AND RENOUNCES ALL OTHER WARRANTIES, OBLIGATIONS AND
LIABILITIES OF THE SELLER AND RIGHTS, CLAIMS AND REMEDIES OF THE BUYER AGAINST
THE SELLER, EXPRESS OR IMPLIED, ARISING BY LAW, CONTRACT OR OTHERWISE, WITH
RESPECT TO ANY NON-CONFORMITY OR DEFECT OF ANY KIND, IN ANY AIRCRAFT, COMPONENT,
EQUIPMENT, ACCESSORY, PART, SOFTWARE, DATA OR SERVICES DELIVERED UNDER THIS
AGREEMENT, INCLUDING BUT NOT LIMITED TO:
A.
|
ANY
WARRANTY AGAINST HIDDEN DEFECTS;
|
B.
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ANY
IMPLIED WARRANTY OF MERCHANTABILITY OR
FITNESS;
|
C.
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ANY
IMPLIED WARRANTY ARISING FROM COURSE OF PERFORMANCE, COURSE OF DEALING OR
USAGE OR TRADE;
|
D.
|
ANY
OBLIGATION, LIABILITY, RIGHT, CLAIM OR REMEDY, WHETHER IN CONTRACT OR IN
TORT, WHETHER OR NOT ARISING FROM THE SELLER'S NEGLIGENCE, ACTUAL OR
IMPUTED; AND
|
E.
|
ANY
OBLIGATION, LIABILITY, RIGHT, CLAIM, OR REMEDY FOR LOSS OF OR DAMAGE TO
ANY AIRCRAFT, COMPONENT, EQUIPMENT, ACCESSORY, PART, SOFTWARE, DATA OR
SERVICES DELIVERED UNDER THIS AGREEMENT, FOR LOSS OF USE, REVENUE OR
PROFIT, OR FOR ANY OTHER DIRECT, INCIDENTAL OR CONSEQUENTIAL
DAMAGES,
|
PROVIDED
THAT IN THE EVENT THAT ANY OF THE AFORESAID PROVISIONS SHOULD FOR ANY REASON BE
HELD UNLAWFUL OR OTHERWISE INEFFECTIVE THE REMAINDER OF THIS AGREEMENT SHALL
REMAIN IN FULL FORCE AND EFFECT.
FOR THE
PURPOSES OF THIS CLAUSE, THE “SELLER” SHALL BE UNDERSTOOD TO INCLUDE THE SELLER,
ITS AFFILIATES AND ANY OF ITS SUPPLIERS AND SUBCONTRACTORS AND ITS
AFFILIATES.
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7.
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TECHNICAL
DATA
|
* *
*
8.
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SELLER
REPRESENTATIVES
|
* *
*
9.
|
NEGOTIATED
AGREEMENT
|
The Buyer
specifically recognises that this Agreement incorporating the terms of the AGTA
is an international supply contract which has been the subject of discussion and
negotiation, that all its terms and conditions are fully understood by the
Buyer, and that the Specification and price of the Aircraft specified in this
Agreement and the other mutual agreements of the Buyer set forth herein and in
the AGTA were agreed upon after careful consideration by the Buyer using its
judgment as a professional operator and arrived at in consideration of, inter
alia, all the provisions hereof specifically including all waivers, releases and
renunciations by the Buyer set out herein and in the AGTA.
The Buyer
and the Seller hereby also agree that the United Nations Convention on Contracts
for the International Sale of Goods will not apply to this
transaction.
10.
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APPLICABILITY
|
This
Agreement incorporates the terms and conditions of the aircraft general terms
agreement reference CSC 0800.890 dated as of June 15, 2009 between the Buyer and
the Seller (the “AGTA”).
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This
Agreement and the AGTA, contains the entire agreement between the Buyer and the
Seller with respect to the subject matter hereof and supersedes all previous
proposals, understandings, commitments or representations whatsoever, oral or
written, and may be changed only by mutual agreement in writing signed by
authorized representatives of the Buyer and the Seller.
With
respect to the Aircraft, the AGTA shall be deemed amended and supplemented to
the extent herein provided and as so amended and supplemented shall remain in
full force and effect.
If there
is any inconsistency between the AGTA and this Agreement, the latter shall
prevail to the extent of such inconsistency.
11.
|
CONFIDENTIALITY
|
The
Parties agree that the terms and conditions of Clause 22.12 of the AGTA shall
apply mutatis mutandis to this Agreement.
12.
|
CONTRACTS (RIGHTS OF
THIRD PARTIES) ACT
1999
|
|
The
parties do not intend that any term of the AGTA and of this Agreement
shall be enforceable solely by virtue of the Contracts (Rights of Third
Parties) Xxx 0000 by any person who is not a party to the AGTA and the
Agreement.
|
|
The
parties may rescind, vary, waive, release, assign, novate or otherwise
dispose of all or any of their respective rights or obligations under the
AGTA or the Agreement without the consent of any person who is not a party
to the AGTA and the Agreement.
|
13.
|
LAW AND
JURISDICTION
|
13.1
|
This
Agreement and the AGTA shall be governed by and construed in accordance
with the laws of England.
|
13.2
|
Any
dispute arising out of or in connection with this Agreement and/or the
AGTA shall be finally settled under the Rules of Arbitration of the
International Chamber of Commerce by three (3) arbitrators appointed in
accordance with such rules.
|
Arbitration
shall take place in London in the English language.
14.
|
COUNTERPARTS
|
This
Agreement has been executed in three (3) original copies which are in English
and may be executed in counterparts, each of which when so executed and
delivered shall be an original, but all such counterparts shall together
constitute one and the same Agreement.
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APPENDIX
A
AIRCRAFT STANDARD
SPECIFICATIONS
The
Standard Specifications for the A330 Family are attached in a different
folder
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APPENDIX
B
SPECIFICATION CHANGE
NOTICES
To be
negotiated in accordance with clause 2.3 of the Agreement.
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APPENDIX
C
AIRFRAME PRICE REVISION
FORMULA
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Xxxxxxxx X-0 to the A330 Family Purchase
Agreement
APPENDIX
D-1
GENERAL ELECTRICS PRICE
REVISION FORMULA
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X-0 to the A330 Family Purchase Agreement
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Xxxxxxxx
X-0 to the A330 Family Purchase Agreement
APPENDIX
D-2
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X-0 to the A330 Family Purchase Agreement
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Appendix
G: TECHNICAL DATA INDEX
Appendix
G
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Appendix
G: TECHNICAL DATA INDEX
TECHNICAL DATA
INDEX
Where
applicable data will be established in general compliance with ATA Specification
2200 (iSpec2200),
Information Standards for Aviation Maintenance
The
following index identifies the Technical Data provided in support of the
Aircraft.
The
explanation of the table is as follows:
NOMENCLATURE
|
Self-explanatory.
|
ABBREVIATED DESIGNATION
(Abbr)
|
Self-explanatory.
|
AVAILABILITY
(Avail)
Technical
Data can be made available :
–
|
ON-LINE
(ON) through the relevant service on AirbusWorld,
|
and / or
–
|
OFF-LINE
(OFF) through the most suitable means applicable to the size of the
concerned document (e.g CD or
DVD).
|
FORMAT
(Form)
Following
Technical Data formats may be used:
–
|
SGML
- Standard Generalized Xxxx-up Language, which allows further data
processing by the Buyer.
|
–
|
XML
— Extensible Xxxx-up Language, evolution of the SGML text format to cope
with WEB technology
requirements.
|
XML is
used for data processing. Processed data shall be consulted through
the e-doc Viewer FOCT — Flight Operations Consultation Tool.
XML data
may be customized using Airbus customization tools (FOSP, ADOC) or the Buyer's
own XML based editing tools.
–
|
CGM
— Computer Graphics Metafile, format of the interactive graphics
associated with the XML and /or SGML text file
delivery.
|
–
|
PDF
(PDF) - Portable Document Format allowing data
consultation.
|
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Appendix
G: TECHNICAL DATA INDEX
–
|
Advanced
Consultation Tool - refers to Technical Data Consultation application that
offers advanced consultation & navigation functionality compared to
PDF. Both browser software & Technical Data are packaged
together.
|
–
|
P1
/ P2 - refers to manuals printed on one side or both sides of the
sheet.
|
–
|
CD-P
- refers to CD-Rom including Portable Document Format (PDF)
Data.
|
–
|
CD-XML
— Refers to CD-Rom including XML
data
|
TYPE
|
C
|
CUSTOMIZED. Refers
to manuals that are applicable to an individual Airbus customer/operator
fleet or aircraft.
|
G
|
GENERIC. Refers
to manuals that are applicable for all Airbus aircraft
types/models/series.
|
|
E
|
ENVELOPE. Refers
to manuals that are applicable to a whole group of Airbus customers for a
specific aircraft
type/model/series.
|
QUANTITY
(Qty)
|
Self-explanatory
for physical media.
|
DELIVERY (Deliv)
|
Delivery
refers to scheduled delivery dates and is expressed in either the number
of corresponding days prior to first Aircraft delivery, or nil (0)
corresponding to the first Aircraft Delivery Date.
|
The
number of days indicated shall be rounded up to the next regular revision
release
date.
|
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LETTER AGREEMENT
N°1
CHINA
EASTERN AIRLINES CORPORATION LIMITED
Hongqiao
International Airport,
No. 2550
Hongqiao Road,
Shanghai
200335,
People's
Republic of China
Subject : Purchase
Incentives
CHINA
EASTERN AIRLINES CORPORATION LIMITED (the "Buyer") and Airbus S.A.S. (the
"Seller") have entered into an aircraft general terms agreement dated as of June
15, 2009 (the "AGTA") and an A330 family purchase agreement (the "Purchase
Agreement") dated as of even date herewith, which covers the manufacture and the
sale by the Seller and the purchase by the Buyer of the Aircraft.
Capitalized
terms used herein and not otherwise defined in this Letter Agreement shall have
the meanings assigned thereto in the AGTA or in the Purchase
Agreement.
Both
parties agree that this Letter Agreement, upon execution thereof, shall
constitute an integral, nonseverable part of said Purchase Agreement and shall
be governed by all its provisions, as such provisions have been specifically
amended pursuant to this Letter Agreement.
If there
is any inconsistency between the Purchase Agreement and this Letter Agreement,
the latter shall prevail to the extent of such inconsistency.
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LETTER AGREEMENT
N°1
1
|
Airframe
Credit Memorandum
|
|
* *
*
|
2
|
Customer
Support Credit Memorandum
|
|
* *
*
|
3
|
Safety
Credit Memorandum
|
|
* *
*
|
4
|
Special
Volume Credit Memorandum
|
|
* *
*
|
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LETTER AGREEMENT
N°1
5
|
Additional
Credit Memorandum
|
|
* *
*
|
6
|
Revision
of the Credit Memoranda
|
|
* *
*
|
7
|
Weight
Variant Concessions
|
|
* *
*
|
8
|
Assignment
|
Notwithstanding
any other provision of this Letter Agreement, the AGTA or the Purchase
Agreement, this Letter Agreement and the rights and obligations of the Buyer
herein shall not be assigned or transferred in any manner, and any attempted
assignment or transfer in contravention of the provisions of this Clause shall
be void and of no force or effect.
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LETTER AGREEMENT
N°1
9
|
Confidentiality
|
This
Letter Agreement (and its existence) or any data exchanged between the Buyer and
the Seller for the fulfilment of their respective obligations under this Letter
Agreement shall be treated by both Parties as confidential and shall not be
released in whole or in part to any third party except as may be required by
law, or to auditors, legal or tax advisors for the purpose of implementation
hereof.
In
particular, both Parties agree:
|
-
|
not
to make any press release concerning the whole or any part of the contents
and/or subject matter of this Letter Agreement without the prior written
consent of the other Party hereto.
|
|
-
|
that
any and all terms and conditions of the transaction contemplated in this
Letter Agreement are strictly personal and exclusive to the Buyer, (the
"Personal Information"). The Buyer therefore agrees to enter into
consultations with the Seller reasonably in advance of any required
disclosure of Personal Information to financial institutions, including
operating lessors, investment banks and their agents or other relevant
institutions for aircraft sale and leaseback or any other Aircraft or
Predelivery Payment financing purposes (the "Receiving
Party").
|
Without
prejudice to the foregoing, any disclosure of Personal Information to a
Receiving Party shall be subject to written agreement between the Buyer and the
Seller, including in particular, but not limited to:
|
(i)
|
the
contact details of the Receiving
Party,
|
|
(ii)
|
the
extent of the Personal Information subject to
disclosure,
|
|
(iii)
|
the
Aircraft pricing to be provided to the Receiving
Party.
|
Furthermore,
the Buyer shall use its best efforts to limit the disclosure of the contents of
this Letter Agreement to the extent legally permissible in any filing required
to be made by the Buyer with any governmental or regulatory agency. The Buyer
agrees that prior to any such disclosure or filing, the Seller and the Buyer
shall jointly review and agree on the terms and conditions of the document to be
filed or disclosed.
The
provisions of this Clause shall survive any termination of this Letter Agreement
for a period of twelve (12) years after the date of Delivery of the last
Aircraft to be delivered under the Purchase Agreement.
LA1
|
Page 4/5
|
[***THIS
PAGE HAS BEEN REDACTED***]
[***THIS
PAGE HAS BEEN REDACTED***]
LETTER AGREEMENT
N°2
CHINA
EASTERN AIRLINES CORPORATION LIMITED
Hongqiao
International Airport,
No. 2550
Hongqiao Road,
Shanghai
200335,
People's
Republic of China
Subject : Predelivery
Payments
CHINA
EASTERN AIRLINES CORPORATION LIMITED (the "Buyer") and Airbus S.A.S. (the
"Seller") have entered into an aircraft general terms agreement dated as of June
15, 2009 (the "AGTA") and an A330 family purchase agreement (the "Agreement")
dated as of even date herewith, which covers the manufacture and the sale by the
Seller and the purchase by the Buyer of the Aircraft.
Capitalized
terms used herein and not otherwise defined in this Letter Agreement shall have
the meanings assigned thereto in the AGTA or in the Purchase
Agreement.
Both
parties agree that this Letter Agreement, upon execution thereof, shall
constitute an integral, nonseverable part of said Purchase Agreement and shall
be governed by all its provisions, as such provisions have been specifically
amended pursuant to this Letter Agreement.
If there
is any inconsistency between the Purchase Agreement and this Letter Agreement,
the latter shall prevail to the extent of such inconsistency.
LA2
|
Page 1/4
|
LETTER AGREEMENT
N°2
1.
|
Predelivery
payments
|
|
* *
*
|
LETTER AGREEMENT
N°2
* *
*
UNQUOTE
2.
|
Assignment
|
Notwithstanding
any other provision of this Letter Agreement, the AGTA or the Purchase
Agreement, this Letter Agreement and the rights and obligations of the Buyer
herein shall not be assigned or transferred in any manner, and any attempted
assignment or transfer in contravention of the provisions of this Clause shall
be void and of no force or effect.
3.
|
Confidentiality
|
This
Letter Agreement (and its existence) or any data exchanged between the Buyer and
the Seller for the fulfilment of their respective obligations under this Letter
Agreement shall be treated by both Parties as confidential and shall not be
released in whole or in part to any third party except as may be required by
law, or to auditors, legal or tax advisors for the purpose of implementation
hereof.
In
particular, both Parties agree:
|
-
|
not
to make any press release concerning the whole or any part of the contents
and/or subject matter of this Letter Agreement without the prior written
consent of the other Party hereto.
|
|
-
|
that
any and all terms and conditions of the transaction contemplated in this
Letter Agreement are strictly personal and exclusive to the Buyer, (the
"Personal Information"). The Buyer therefore agrees to enter into
consultations with the Seller reasonably in advance of any required
disclosure of Personal Information to financial institutions, including
operating lessors, investment banks and their agents or other relevant
institutions for aircraft sale and leaseback or any other Aircraft or
Predelivery Payment financing purposes (the "Receiving
Party").
|
Without
prejudice to the foregoing, any disclosure of Personal Information to a
Receiving Party shall be subject to written agreement between the Buyer and the
Seller, including in particular, but not limited to:
|
(i)
|
the
contact details of the Receiving
Party,
|
|
(ii)
|
the
extent of the Personal Information subject to
disclosure,
|
|
(iii)
|
the
Aircraft pricing to be provided to the Receiving
Party.
|
Furthermore,
the Buyer shall use its best efforts to limit the disclosure of the contents of
this Letter Agreement to the extent legally permissible in any filing required
to be made by the Buyer with any governmental or regulatory agency. The Buyer
agrees that prior to any such disclosure or filing, the Seller and the Buyer
shall jointly review and agree on the terms and conditions of the document to be
filed or disclosed.
The
provisions of this Clause shall survive any termination of this Letter Agreement
for a period of twelve (12) years after the date of Delivery of the last
Aircraft to be delivered under the Purchase Agreement.
LA2
|
Page 3/4
|
[***THIS
PAGE HAS BEEN REDACTED***]
[***THIS
PAGE HAS BEEN REDACTED***]
LETTER AGREEMENT
N°3
CHINA
EASTERN AIRLINES CORPORATION LIMITED
Hongqiao
International Airport,
No. 2550
Hongqiao Road,
Shanghai
200335,
People's
Republic of China
Subject : Price Adjustment
Limitation
CHINA
EASTERN AIRLINES CORPORATION LIMITED (the "Buyer") and Airbus S.A.S. (the
"Seller") have entered into an aircraft general terms agreement dated as of June
15, 2009 (the "AGTA") and an A330 family purchase agreement (the "Purchase
Agreement") dated as of even date herewith, which covers the manufacture and the
sale by the Seller and the purchase by the Buyer of the Aircraft.
Capitalized
terms used herein and not otherwise defined in this Letter Agreement shall have
the meanings assigned thereto in the AGTA or in the Purchase
Agreement.
Both
parties agree that this Letter Agreement, upon execution thereof, shall
constitute an integral, nonseverable part of said Purchase Agreement and shall
be governed by all its provisions, as such provisions have been specifically
amended pursuant to this Letter Agreement.
If there
is any inconsistency between the Purchase Agreement and this Letter Agreement,
the latter shall prevail to the extent of such inconsistency.
LA3
|
Page 1/4
|
LETTER AGREEMENT
N°3
1
|
Price
Adjustment Limitation
|
The
following limitations shall apply to the Airframe Price Revision Formula set
forth in Appendix C to the Purchase Agreement for Aircraft deliveries that occur
prior to * * *
LA3
|
Page 2/4
|
LETTER AGREEMENT
N°3
2
|
Assignment
|
Notwithstanding
any other provision of this Letter Agreement, the AGTA or the Purchase
Agreement, this Letter Agreement and the rights and obligations of the Buyer
herein shall not be assigned or transferred in any manner, and any attempted
assignment or transfer in contravention of the provisions of this Clause shall
be void and of no force or effect.
3
|
Confidentiality
|
This
Letter Agreement (and its existence) or any data exchanged between the Buyer and
the Seller for the fulfilment of their respective obligations under this Letter
Agreement shall be treated by both Parties as confidential and shall not be
released in whole or in part to any third party except as may be required by
law, or to auditors, legal or tax advisors for the purpose of implementation
hereof.
In
particular, both Parties agree:
|
-
|
not
to make any press release concerning the whole or any part of the contents
and/or subject matter of this Letter Agreement without the prior written
consent of the other Party hereto.
|
|
-
|
that
any and all terms and conditions of the transaction contemplated in this
Letter Agreement are strictly personal and exclusive to the Buyer, (the
"Personal Information"). The Buyer therefore agrees to enter
into consultations with the Seller reasonably in advance of any required
disclosure of Personal Information to financial institutions, including
operating lessors, investment banks and their agents or other relevant
institutions for aircraft sale and leaseback or any other Aircraft or
Predelivery Payment financing purposes (the "Receiving
Party").
|
Without
prejudice to the foregoing, any disclosure of Personal Information to a
Receiving Party shall be subject to written agreement between the Buyer and the
Seller, including in particular, but not limited to:
|
(i)
|
the
contact details of the Receiving
Party,
|
|
(ii)
|
the
extent of the Personal Information subject to
disclosure,
|
|
(iii)
|
the
Aircraft pricing to be provided to the Receiving
Party.
|
Furthermore,
the Buyer shall use its best efforts to limit the disclosure of the contents of
this Letter Agreement to the extent legally permissible in any filing required
to be made by the Buyer with any governmental or regulatory
agency. The Buyer agrees that prior to any such disclosure or filing,
the Seller and the Buyer shall jointly review and agree on the terms and
conditions of the document to be filed or disclosed.
The
provisions of this Clause shall survive any termination of this Letter Agreement
for a period of twelve (12) years after the date of Delivery of the last
Aircraft to be delivered under the Purchase Agreement.
LA3
|
Page 3/4
|
[***THIS
PAGE HAS BEEN REDACTED***]
[***THIS
PAGE HAS BEEN REDACTED***]
LETTER AGREEMENT
N°4
CHINA
EASTERN AIRLINES CORPORATION LIMITED
Hongqiao
International Airport,
No. 2550
Hongqiao Road,
Shanghai
200335,
People's
Republic of China
Subject: Conversion
Rights
CHINA
EASTERN AIRLINES CORPORATION LIMITED (the "Buyer") and Airbus S.A.S. (the
"Seller") have entered into an aircraft general terms agreement dated as of June
15, 2009 (the "AGTA") and an A330 family purchase agreement (the "Purchase
Agreement") dated as of even date herewith, which covers the manufacture and the
sale by the Seller and the purchase by the Buyer of the Aircraft.
Capitalized
terms used herein and not otherwise defined in this Letter Agreement shall have
the meanings assigned thereto in the AGTA or in the Purchase
Agreement.
Both
parties agree that this Letter Agreement, upon execution thereof, shall
constitute an integral, nonseverable part of said Purchase Agreement and shall
be governed by all its provisions, as such provisions have been specifically
amended pursuant to this Letter Agreement.
If there
is any inconsistency between the Purchase Agreement and this Letter Agreement,
the latter shall prevail to the extent of such inconsistency.
LA4
|
Page 1/4
|
LETTER AGREEMENT
N°4
1
|
Conversion
Rights
|
|
* *
*
|
2
|
Assignment
|
Notwithstanding
any other provision of this Letter Agreement, the AGTA or the Purchase
Agreement, this Letter Agreement and the rights and obligations of the Buyer
herein shall not be assigned or transferred in any manner, and any attempted
assignment or transfer in contravention of the provisions of this Clause shall
be void and of no force or effect.
LA4
|
Page 2/4
|
LETTER AGREEMENT
N°4
3
|
Confidentiality
|
This
Letter Agreement (and its existence) or any data exchanged between the Buyer and
the Seller for the fulfilment of their respective obligations under this Letter
Agreement shall be treated by both Parties as confidential and shall not be
released in whole or in part to any third party except as may be required by
law, or to auditors, legal or tax advisors for the purpose of implementation
hereof.
In
particular, both Parties agree:
|
-
|
not
to make any press release concerning the whole or any part of the contents
and/or subject matter of this Letter Agreement without the prior written
consent of the other Party hereto.
|
|
-
|
that
any and all terms and conditions of the transaction contemplated in this
Letter Agreement are strictly personal and exclusive to the Buyer, (the
"Personal Information"). The Buyer therefore agrees to enter
into consultations with the Seller reasonably in advance of any required
disclosure of Personal Information to financial institutions, including
operating lessors, investment banks and their agents or other relevant
institutions for aircraft sale and leaseback or any other Aircraft or
Predelivery Payment financing purposes (the "Receiving
Party').
|
Without
prejudice to the foregoing, any disclosure of Personal Information to a
Receiving Party shall be subject to written agreement between the Buyer and the
Seller, including in particular, but not limited to:
|
(i)
|
the
contact details of the Receiving
Party,
|
|
(ii)
|
the
extent of the Personal Information subject to
disclosure,
|
|
(iii)
|
the
Aircraft pricing to be provided to the Receiving
Party.
|
Furthermore,
the Buyer shall use its best efforts to limit the disclosure of the contents of
this Letter Agreement to the extent legally permissible in any filing required
to be made by the Buyer with any governmental or regulatory
agency. The Buyer agrees that prior to any such disclosure or filing,
the Seller and the Buyer shall jointly review and agree on the terms and
conditions of the document to be filed or disclosed.
The
provisions of this Clause 3 shall survive any termination of this Letter
Agreement for a period of twelve (12) years after the date of Delivery of the
last Aircraft to be delivered under the Purchase Agreement.
LA4
|
Page 3/4
|
[***THIS
PAGE HAS BEEN REDACTED***]
[***THIS
PAGE HAS BEEN REDACTED***]
LETTER
AGREEMENT N°5a
CHINA EASTERN AIRLINES CORPORATION
LTD
Hongqiao
International Airport,
No. 2550
Hongqiao Road,
Shanghai
200335,
People's
Republic of China
Subject:
A330-200 PERFORMANCE GUARANTEES (General Electric CF6-80E1A4)
CHINA EASTERN AIRLINES CORPORATION
LTD ("the Buyer") and AIRBUS SAS ("the Seller") have
entered into an A330 Purchase Agreement dated as of even date herewith (the "
Purchase Agreement" or the "Agreement") which covers the sale by the Seller and
the purchase by the Buyer of A330 Aircraft as described in the Specification
annexed to the said Purchase Agreement.
Capitalized
terms used herein and not otherwise defined in this Letter Agreement shall have
the meanings assigned thereto in the Agreement.
Both
parties agree that this Letter Agreement, upon execution thereof, shall
constitute an integral, none severable part of said Agreement and shall be
governed by all its provisions, as such provisions have been specifically
amended pursuant to this Letter Agreement.
Page 1/7
LETTER
AGREEMENT N°5a
1
|
AIRCRAFT
CONFIGURATION
|
The
guarantees defined below (the "Guarantees") are applicable to the A330-200
Aircraft equipped with General Electric CF6-80E1A4 propulsion system as
described in the Standard Specification Ref. G 000 02000 Issue 4.5 dated 30th April
2008 without taking into account any further changes thereto as provided in the
Agreement (the "Specification" for the purposes of this Letter
Agreement).
2
|
GUARANTEED
PERFORMANCE
|
2.1
|
Take-off Field
Length
|
The JAR
take-off field length at an Aircraft gross weight of 230,000 kg at the start of
Take-Off Distance Available (TODA) at Sea Level pressure altitude in ISA+15°C
conditions shall not be more than a guaranteed value of:
2,740
meters
2.2
|
Second Segment
Climb
|
The
Aircraft shall meet JAR 25 regulations for one engine inoperative climb after
take-off, undercarriage retracted, at a weight corresponding to the stated
weight at the start of Take-Off Distance Available (TODA), at the altitude and
temperature, and in the configuration of flap angle and safety speed required to
comply with the performance guaranteed in paragraph 2.1 above.
2.3
|
Landing Field
Length
|
JAR
certified dry landing field length at an Aircraft gross weight of 180,000 kg at
Sea Level pressure altitude shall be not more than a guaranteed value
of:
1,905
meters
2.4
|
Cruise Specific Air
Range
|
The
average nautical miles per kilogram of fuel (average SAR) at a true Mach number
of 0.82 in ISA conditions under the Weight and Altitude conditions given
below:
Gross
Weight (kg)
|
Pressure
Altitude (ft)
|
|
220,000
|
35,000
|
|
200,000
|
37,000
|
|
180,000
|
39,000
|
shall be
not less than a guaranteed value of:
0.0808
nm/kg
3
|
MANUFACTURER'S WEIGHT
EMPTY
|
The
Seller guarantees a Manufacturer's Weights Empty as below:
A330-200
General Electric
CF6-80E1A4 106,360
kg plus 1.5%
This is
the Manufacturer's Weights Empty of the Aircraft as defined in Section 13-
10.00.00 of the Standard Specifications amended by the SCN's defined in
Page 2/7
LETTER
AGREEMENT N°5a
paragraph 1 of this Letter Agreement and are subject to adjustment
as defined in paragraph 6.2.
4
|
GUARANTEE
CONDITIONS
|
4.1
|
The
performance certification requirements for the Aircraft, except where
otherwise noted, will be as stated in Section 02 of the Standard
Specification.
|
4.2
|
For
the determination of JAR take-off and landing performance a hard dry level
runway surface with no runway strength limitations, no line-up allowances,
no obstacles, zero wind, atmosphere according to ISA, except as otherwise
noted, and the use of speed brakes, flaps, landing gear and engines in the
conditions liable to provide the best results will be
assumed.
|
4.2.1
|
When
establishing take-off and second segment performance no air will be bled
from the engines for cabin air conditioning or
anti-icing.
|
4.3
|
Climb,
cruise and descent performance associated with the Guarantees will include
allowances for normal electrical load and for normal engine air bleed and
power extraction associated with maximum cabin differential pressure as
defined in Section 21-30.31 of the Specification. Cabin air
conditioning management during performance demonstration as described in
Subparagraph 5.3 below may be such as to optimize the Aircraft performance
while meeting the minimum air conditioning requirements defined
above. Unless otherwise stated no air will be bled from the
engines for anti-icing.
|
4.4
|
The
engines will be operated using not more than the engine manufacturer's
maximum recommended outputs for take-off, maximum go-round, maximum
continuous, maximum climb and cruise for normal
operation.
|
4.5
|
Where
applicable the Guarantees assume the use of an approved fuel having a
density of 6.70 lb per US gallon and a lower heating value of 18,590 BTU
per lb. Cruise performance assume a centre of gravity position
of 34% MAC.
|
5
|
GUARANTEE
COMPLIANCE
|
5.1
|
Compliance
with the Guarantees shall be demonstrated using operating procedures and
limitations in accordance with those defined by the certifying
Airworthiness Authority and by the Seller unless otherwise
stated.
|
5.2
|
Compliance
with the take-off, second segment and landing elements of the Guarantees
will be demonstrated with reference to the JAA approved Flight
Manual.
|
5.3
|
Compliance
with those parts of the Guarantees defined in paragraph 2 above not
covered by the requirements of the certifying Airworthiness Authority
shall be demonstrated by calculation based on data obtained during flight
tests conducted on one (or more at the Seller's discretion) A330-200
aircraft of the same aerodynamic configuration as the Aircraft purchased
by the Buyer and incorporated in the In-Flight Performance Program and
data bases ("the IFP") appropriate to the
Aircraft.
|
5.4
|
Compliance
with the Manufacturer's Weight Empty guarantees defined in Paragraph 3
shall be demonstrated with reference to a Weight Compliance
Report.
|
Page 3/7
LETTER
AGREEMENT N°5a
5.5
|
Data
derived from tests will be adjusted as required using conventional methods
of correction, interpolation or extrapolation in accordance with
established aeronautical practices to show compliance with the
Guarantees.
|
5.6
|
Compliance
with the Guarantees is not contingent on engine performance defined in the
engine manufacturer's
specification.
|
5.7
|
The
Seller undertakes to furnish the Buyer with a report or reports
demonstrating compliance with the Guarantees at, or as soon as possible
after, the delivery of each of the Buyer's
Aircraft.
|
6
|
ADJUSTMENT OF
GUARANTEES
|
6.1
|
In
the event of any change to any law, governmental regulation or requirement
or interpretation thereof ("Rule Change") by any governmental agency made
subsequent to the date of the Agreement and such rule change affects the
Aircraft configuration or performance or both required to obtain
certification the Guarantees shall be appropriately modified to reflect
the effect of any such change.
|
6.2
|
The
Guarantees apply to the Aircraft as described in paragraph 1 of this
Letter Agreement and may be adjusted in the event
of:
|
|
i)
|
Any
further configuration change which is the subject of a
SCN
|
|
ii)
|
Variation
in actual weights of items defined in Section 13-10 of the Standard
Specification
|
|
iii)
|
Changes
required to obtain certification that cause modifications to the
performance or weight of the
Aircraft
|
7
|
EXCLUSIVE
GUARANTEES
|
The
Guarantees are exclusive and are provided in lieu of any and all other
performance and weight guarantees of any nature which may be stated, referenced
or incorporated in the Standard Specification or any other
document.
8
|
UNDERTAKING
REMEDIES
|
Should
any Aircraft fail to meet any of the Guarantees contained in this Letter
Agreement, the Seller will use its reasonable endeavours to correct the
deficiency to comply with the subject guarantee.
8.1
|
Should
the Seller fail to develop and make available corrective means (including
but not limited to kits, procedures, adjustment of design weights) for the
correction of the above said deficiency within one (1) year from delivery
of the affected Aircraft, then the Seller shall in respect of such
Aircraft pay to the Buyer by way of liquidated damages subject to Seller's
maximum liability set forth hereunder on the anniversary date of the
delivery for as long as the deficiency remains, the following
amounts:
|
***
Page
4/7
|
LETTER
AGREEMENT N°5a
* *
*
9
|
ASSIGNMENT
|
Notwithstanding
any other provision of this Letter Agreement or of the Sales Proposal and/or the
forthcoming Agreement, this Letter Agreement and the rights and obligations of
the Buyer herein shall not be assigned or transferred in any manner, and any
attempted assignment or transfer in contravention of the provisions of this
Clause shall be void and of no force or effect.
10
|
CONFIDENTIALITY
|
This
Letter Agreement (and its existence) or any data exchanged between the Buyer and
the Seller for the fulfillment of their respective obligations under this Letter
Agreement shall be treated by both Parties as confidential and shall not be
released in whole or in part to any third party except as may be required by
law, or to auditors, legal or tax advisors for the purpose of implementation
hereof.
In
particular, both Parties agree:
|
-
|
not
to make any press release concerning the whole or any part of the contents
and/or subject matter of this Letter Agreement without the prior written
consent of the other Party hereto.
|
|
-
|
that
any and all terms and conditions of the transaction contemplated in this
Letter Agreement are strictly personal and exclusive to the Buyer, (the
"Personal Information"). The Buyer therefore agrees to enter
into consultations with the Seller reasonably in advance of any required
disclosure of Personal Information to financial institutions, including
operating lessors, investment banks and their agents or other relevant
institutions for aircraft sale and leaseback or any other Aircraft or
Predelivery Payment financing purposes (the "Receiving
Party").
|
Page
5/7
|
LETTER
AGREEMENT N°5a
Without
prejudice to the foregoing, any disclosure of Personal Information to a
Receiving Party shall be subject to written agreement between the Buyer and the
Seller, including in particular, but not limited to:
|
(i)
|
the
contact details of the Receiving
Party,
|
(ii)
|
the
extent of the Personal Information subject to
disclosure,
|
|
(iii)
|
the
Aircraft pricing to be provided to the Receiving
Party.
|
Furthermore,
the Buyer shall use its best efforts to limit the disclosure of the contents of
this Letter Agreement to the extent legally permissible in any filing required
to be made by the Buyer with any governmental or regulatory
agency. The Buyer agrees that prior to any such disclosure or filing,
the Seller and the Buyer shall jointly review and agree on the terms and
conditions of the document to be filed or disclosed.
The
provisions of this Clause 10 shall survive any termination of this Letter
Agreement for a period of twelve (12) years after the date of Delivery of the
last Aircraft to be delivered under the Purchase Agreement.
Page
6/7
|
[***THIS
PAGE HAS BEEN REDACTED***]
[***THIS
PAGE HAS BEEN REDACTED***]
LETTER
AGREEMENT N°5b
CHINA EASTERN AIRLINES CORPORATION
LTD
Hongqiao
International Airport,
No. 2550
Hongqiao Road,
Shanghai
200335,
People's
Republic of China
Subject:
A330-200 PERFORMANCE GUARANTEES (Xxxxx and Xxxxxxx 4170)
CHINA EASTERN AIRLINES CORPORATION
LTD ("the Buyer") and AIRBUS SAS ("the Seller") have
entered into an A330 Purchase Agreement dated as of even date herewith (the "
Purchase Agreement" or the "Agreement") which covers the sale by the Seller and
the purchase by the Buyer of A330 Aircraft as described in the Specification
annexed to the said Purchase Agreement.
Capitalized
terms used herein and not otherwise defined in this Letter Agreement shall have
the meanings assigned thereto in the Agreement.
Both
parties agree that this Letter Agreement, upon execution thereof, shall
constitute an integral, none severable part of said Agreement and shall be
governed by all its provisions, as such provisions have been specifically
amended pursuant to this Letter Agreement.
Page
1/7
|
LETTER
AGREEMENT N°5b
1
|
AIRCRAFT
CONFIGURATION
|
The
guarantees defined below (the "Guarantees") are applicable to the A330-200
Aircraft as described in the Standard Specification Ref. G 000 02000 Issue 4.5
dated 30th April
2008 and amended by SCN for
a)
installation of Xxxxx and Whitney 4170 propulsion system
for
deliveries from 1st quarter 2009 onwards without taking into account any further
changes thereto as provided in the Agreement (the "Specification" for the
purposes of this Letter Agreement).
2
|
GUARANTEED
PERFORMANCE
|
2.1
|
Take-off Field
Length
|
The JAR
take-off field length at an Aircraft gross weight of 230,000 kg at the start of
Take-Off Distance Available (TODA) at Sea Level pressure altitude in ISA+15°C
conditions shall not be more than a guaranteed value of:
2,600
meters
2.2
|
Second Segment
Climb
|
The
Aircraft shall meet JAR 25 regulations for one engine inoperative climb after
take-off, undercarriage retracted, at a weight corresponding to the stated
weight at the start of Take-Off Distance Available (TODA), at the altitude and
temperature, and in the configuration of flap angle and safety speed required to
comply with the performance guaranteed in paragraph 2.1 above.
2.3
|
Landing Field
Length
|
JAR
certified dry landing field length at an Aircraft gross weight of 180,000 kg at
Sea Level pressure altitude shall be not more than a guaranteed value
of:
1,905
meters
2.4
|
Cruise Specific Air
Range
|
The
average nautical miles per kilogram of fuel (average SAR) at a true Mach number
of 0.82 in ISA conditions under the Weight and Altitude conditions given
below:
Gross
Weight (kg)
|
Pressure
Altitude (ft)
|
|
220,000
|
35,000
|
|
200,000
|
37,000
|
|
180,000
|
39,000
|
shall be
not less than a guaranteed value of:
0.0813
nm/kg
Page
2/7
|
LETTER
AGREEMENT N°5b
3
|
MANUFACTURER'S WEIGHT
EMPTY
|
The
Seller guarantees a Manufacturer's Weights Empty as below:
X000-000
Xxxxx and Xxxxxxx 4170
|
106,688
kg plus 1.5%
|
This is
the Manufacturer's Weights Empty of the Aircraft as defined in Section 13 -
10.00.00 of the Standard Specifications amended by the SCN's defined in
paragraph 1 of this Letter Agreement and are subject to adjustment as defined in
paragraph 6.2.
4
|
GUARANTEE
CONDITIONS
|
4.1
|
The
performance certification requirements for the Aircraft, except where
otherwise noted, will be as stated in Section 02 of the Standard
Specification.
|
4.2
|
For
the determination of JAR take-off and landing performance a hard dry level
runway surface with no runway strength limitations, no line-up allowances,
no obstacles, zero wind, atmosphere according to ISA, except as otherwise
noted, and the use of speed brakes, flaps, landing gear and engines in the
conditions liable to provide the best results will be
assumed.
|
4.2.1
|
When
establishing take-off and second segment performance no air will be bled
from the engines for cabin air conditioning or
anti-icing.
|
4.3
|
Climb,
cruise and descent performance associated with the Guarantees will include
allowances for normal electrical load and for normal engine air bleed and
power extraction associated with maximum cabin differential pressure as
defined in Section 21-30.31 of the Specification. Cabin air
conditioning management during performance demonstration as described in
Subparagraph 5.3 below may be such as to optimize the Aircraft performance
while meeting the minimum air conditioning requirements defined
above. Unless otherwise stated no air will be bled from the
engines for anti-icing.
|
4.4
|
The
engines will be operated using not more than the engine manufacturer's
maximum recommended outputs for take-off, maximum go-round, maximum
continuous, maximum climb and cruise for normal
operation.
|
4.5
|
Where
applicable the Guarantees assume the use of an approved fuel having a
density of 6.70 lb per US gallon and a lower heating value of 18,590 BTU
per lb. Cruise performance assume a centre of gravity position
of 34% MAC.
|
5
|
GUARANTEE
COMPLIANCE
|
5.1
|
Compliance
with the Guarantees shall be demonstrated using operating procedures and
limitations in accordance with those defined by the certifying
Airworthiness Authority and by the Seller unless otherwise
stated.
|
5.2
|
Compliance
with the take-off, second segment and landing elements of the Guarantees
will be demonstrated with reference to the JAA approved Flight
Manual.
|
5.3
|
Compliance
with those parts of the Guarantees defined in paragraph 2 above not
covered by the requirements of the certifying Airworthiness Authority
shall be demonstrated by calculation based on data obtained during flight
tests conducted on one (or more, at the Seller's discretion) A330-200
aircraft of the same
|
|
Page
3/7
|
LETTER
AGREEMENT N°5b
|
aerodynamic
configuration as the Aircraft purchased by the Buyer and incorporated in
the In-Flight Performance Program and data bases ("the IFP") appropriate
to the Aircraft.
|
5.4
|
Compliance
with the Manufacturer's Weight Empty guarantees defined in Paragraph 3
shall be demonstrated with reference to a Weight Compliance
Report.
|
5.5
|
Data
derived from tests will be adjusted as required using conventional methods
of correction, interpolation or extrapolation in accordance with
established aeronautical practices to show compliance with the
Guarantees.
|
5.6
|
Compliance
with the Guarantees is not contingent on engine performance defined in the
engine manufacturer's
specification.
|
5.7
|
The
Seller undertakes to furnish the Buyer with a report or reports
demonstrating compliance with the Guarantees at, or as soon as possible
after, the delivery of each of the Buyer's
Aircraft.
|
6
|
ADJUSTMENT OF
GUARANTEES
|
6.1
|
In
the event of any change to any law, governmental regulation or requirement
or interpretation thereof ("Rule Change") by any governmental agency made
subsequent to the date of the Agreement and such rule change affects the
Aircraft configuration or performance or both required to obtain
certification the Guarantees shall be appropriately modified to reflect
the effect of any such change.
|
6.2
|
The
Guarantees apply to the Aircraft as described in paragraph 1 of this
Letter Agreement and may be adjusted in the event
of:
|
|
(i)
|
Any
further configuration change which is the subject of a
SCN
|
|
(ii)
|
Variation
in actual weights of items defined in Section 13-10 of the Standard
Specification
|
|
(iii)
|
Changes
required to obtain certification that cause modifications to the
performance or weight of the
Aircraft
|
7
|
EXCLUSIVE
GUARANTEES
|
The
Guarantees are exclusive and are provided in lieu of any and all other
performance and weight guarantees of any nature which may be stated, referenced
or incorporated in the Standard Specification or any other
document.
8
|
UNDERTAKING
REMEDIES
|
Should
any Aircraft fail to meet any of the Guarantees contained in this Letter
Agreement, the Seller will use its reasonable endeavours to correct the
deficiency to comply with the subject guarantee.
8.1
|
Should
the Seller fail to develop and make available corrective means (including
but not limited to kits, procedures, adjustment of design weights) for the
correction of the above said deficiency within one (1) year from delivery
of the affected Aircraft, then the Seller shall in respect of such
Aircraft pay to the Buyer by way of liquidated damages subject to Seller's
maximum liability set forth hereunder on the anniversary date of the
delivery for as long as the deficiency remains, the following
amounts:
|
Page
4/7
|
LETTER
AGREEMENT N°5b
* * *
9
|
ASSIGNMENT
|
Notwithstanding
any other provision of this Letter Agreement or of the Sales Proposal and/or the
forthcoming Agreement, this Letter Agreement and the rights and obligations of
the Buyer herein shall not be assigned or transferred in any manner, and any
attempted assignment or transfer in contravention of the provisions of this
Clause shall be void and of no force or effect.
10
|
CONFIDENTIALITY
|
This
Letter Agreement (and its existence) or any data exchanged between the Buyer and
the Seller for the fulfillment of their respective obligations under this Letter
Agreement shall be treated by both Parties as confidential and shall not be
released in whole or in part to any third party except as may be required by
law, or to auditors, legal or tax advisors for the purpose of implementation
hereof.
In
particular, both Parties agree:
|
-
|
not
to make any press release concerning the whole or any part of the contents
and/or subject matter of this Letter Agreement without the prior written
consent of the other Party hereto.
|
|
-
|
that
any and all terms and conditions of the transaction contemplated in this
Letter Agreement are strictly personal and exclusive to the Buyer, (the
"Personal Information"). The Buyer therefore agrees to enter
into consultations with the Seller reasonably in advance of any required
disclosure of Personal Information to financial institutions, including
operating lessors, investment banks and their agents or other relevant
institutions for aircraft sale and leaseback or any other Aircraft or
Predelivery Payment financing purposes (the "Receiving
Party").
|
Page
5/7
|
LETTER
AGREEMENT N°5b
Without
prejudice to the foregoing, any disclosure of Personal Information to a
Receiving Party shall be subject to written agreement between the Buyer and the
Seller, including in particular, but not limited to:
(i)
|
the
contact details of the Receiving
Party,
|
(ii)
|
the
extent of the Personal Information subject to
disclosure,
|
(iii)
|
the
Aircraft pricing to be provided to the Receiving
Party.
|
Furthermore,
the Buyer shall use its best efforts to limit the disclosure of the contents of
this Letter Agreement to the extent legally permissible in any filing required
to be made by the Buyer with any governmental or regulatory
agency. The Buyer agrees that prior to any such disclosure or filing,
the Seller and the Buyer shall jointly review and agree on the terms and
conditions of the document to be filed or disclosed.
The
provisions of this Clause 10 shall survive any termination of this Letter
Agreement for a period of twelve (12) years after the date of Delivery of the
last Aircraft to be delivered under the Purchase Agreement.
Page
6/7
|
[***THIS
PAGE HAS BEEN REDACTED***]
[***THIS
PAGE HAS BEEN REDACTED***]
LETTER
AGREEMENT N°5c
CHINA
EASTERN AIRLINES CORPORATION LTD
Hongqiao
International Airport,
No. 2550
Hongqiao Road,
Shanghai
200335,
People's
Republic of China
Subject:
A330-200 PERFORMANCE GUARANTEES (Rolls-Xxxxx Xxxxx 772B "EP")
CHINA EASTERN AIRLINES CORPORATION
LTD ("the Buyer") and AIRBUS SAS ("the Seller") have
entered into an A330 Purchase Agreement dated as of even date herewith (the
"Purchase Agreement" or the "Agreement") which covers the sale by the Seller and
the purchase by the Buyer of A330 Aircraft as described in the Specification
annexed to the said Purchase Agreement.
Capitalized
terms used herein and not otherwise defined in this Letter Agreement shall have
the meanings assigned thereto in the Agreement.
Both
parties agree that this Letter Agreement, upon execution thereof, shall
constitute an integral, none severable part of said Agreement and shall be
governed by all its provisions, as such provisions have been specifically
amended pursuant to this Letter Agreement.
Page
1/7
|
LETTER
AGREEMENT N°5c
1
|
AIRCRAFT
CONFIGURATION
|
The
guarantees defined below (the "Guarantees") are applicable to the A330-200
Aircraft equipped with Rolls-Xxxxx Xxxxx 772B "EP" propulsion system as
described in the Standard Specification Ref. G 000 02000 Issue 4.5 dated 30th April
2008 for deliveries from 1st quarter 2009 onwards without taking into account
any further changes thereto as provided in the Agreement (the "Specification"
for the purposes of this Letter Agreement).
2
|
GUARANTEED
PERFORMANCE
|
2.1
|
Take-off Field
Length
|
|
The
JAR take-off field length at an Aircraft gross weight of 230,000 kg at the
start of Take-Off Distance Available (TODA) at Sea Level pressure altitude
in ISA+15°C conditions shall not be more than a guaranteed value
of:
|
2,620
meters
2.2
|
Second Segment
Climb
|
|
The
Aircraft shall meet JAR 25 regulations for one engine inoperative climb
after take-off, undercarriage retracted, at a weight corresponding to the
stated weight at the start of Take-Off Distance Available (TODA), at the
altitude and temperature, and in the configuration of flap angle and
safety speed required to comply with the performance guaranteed in
paragraph 2.1 above.
|
2.3
|
Landing Field
Length
|
|
JAR
certified dry landing field length at an Aircraft gross weight of 180,000
kg at Sea Level pressure altitude shall be not more than a guaranteed
value of:
|
1,895
meters
2.4
|
Cruise Specific Air
Range
|
|
The
average nautical miles per kilogram of fuel (average SAR) at a true Mach
number of 0.82 in ISA conditions under the Weight and Altitude conditions
given below:
|
Gross
Weight (kg)
|
Pressure
Altitude (ft)
|
220,000
|
35,000
|
200,000
|
37,000
|
180,000
|
39,000
|
shall be
not less than a guaranteed value of:
0.0808
nm/kg
3
|
MANUFACTURER'S WEIGHT
EMPTY
|
The
Seller guarantees a Manufacturer's Weights Empty as below:
A330-200
Rolls-Xxxxx Xxxxx 772B "EP"
|
106,445
kg plus 1.5%
|
Page
2/7
|
LETTER
AGREEMENT N°5c
This is
the Manufacturer's Weights Empty of the Aircraft as defined in Section
13-10.00.00 of the Standard Specifications amended by the SCN's defined in
paragraph 1 of this Letter Agreement and are subject to adjustment as defined in
paragraph 6.2.
4
|
GUARANTEE
CONDITIONS
|
4.1
|
The
performance certification requirements for the Aircraft, except where
otherwise noted, will be as stated in Section 02 of the Standard
Specification.
|
4.2
|
For
the determination of JAR take-off and landing performance a hard dry level
runway surface with no runway strength limitations, no line-up allowances,
no obstacles, zero wind, atmosphere according to ISA, except as otherwise
noted, and the use of speed brakes, flaps, landing gear and engines in the
conditions liable to provide the best results will be
assumed.
|
4.2.1
|
When
establishing take-off and second segment performance no air will be bled
from the engines for cabin air conditioning or
anti-icing.
|
4.3
|
Climb,
cruise and descent performance associated with the Guarantees will include
allowances for normal electrical load and for normal engine air bleed and
power extraction associated with maximum cabin differential pressure as
defined in Section 21-30.31 of the Specification. Cabin air
conditioning management during performance demonstration as described in
Subparagraph 5.3 below may be such as to optimize the Aircraft performance
while meeting the minimum air conditioning requirements defined
above. Unless otherwise stated no air will be bled from the
engines for anti-icing.
|
4.4
|
The
engines will be operated using not more than the engine manufacturer's
maximum recommended outputs for take-off, maximum go-round, maximum
continuous, maximum climb and cruise for normal
operation.
|
4.5
|
Where
applicable the Guarantees assume the use of an approved fuel having a
density of 6.70 lb per US gallon and a lower heating value of 18,590 BTU
per lb. Cruise performance assume a centre of gravity position
of 34% MAC.
|
5
|
GUARANTEE
COMPLIANCE
|
5.1
|
Compliance
with the Guarantees shall be demonstrated using operating procedures and
limitations in accordance with those defined by the certifying
Airworthiness Authority and by the Seller unless otherwise
stated.
|
5.2
|
Compliance
with the take-off, second segment and landing elements of the Guarantees
will be demonstrated with reference to the JAA approved Flight
Manual.
|
5.3
|
Compliance
with those parts of the Guarantees defined in paragraph 2 above not
covered by the requirements of the certifying Airworthiness Authority
shall be demonstrated by calculation based on data obtained during flight
tests conducted on one (or more, at the Seller's discretion) A330-200
aircraft of the same aerodynamic configuration as the Aircraft purchased
by the Buyer and incorporated in the In-Flight Performance Program and
data bases ("the IFP") appropriate to the
Aircraft.
|
5.4
|
Compliance
with the Manufacturer's Weight Empty guarantees defined in Paragraph 3
shall be demonstrated with reference to a Weight Compliance
Report.
|
Page
3/7
|
LETTER
AGREEMENT N°5c
5.5
|
Data
derived from tests will be adjusted as required using conventional methods
of correction, interpolation or extrapolation in accordance with
established aeronautical practices to show compliance with the
Guarantees.
|
5.6
|
Compliance
with the Guarantees is not contingent on engine performance defined in the
engine manufacturer's
specification.
|
5.7
|
The
Seller undertakes to furnish the Buyer with a report or reports
demonstrating compliance with the Guarantees at, or as soon as possible
after, the delivery of each of the Buyer's
Aircraft.
|
6
|
ADJUSTMENT OF
GUARANTEES
|
6.1
|
In
the event of any change to any law, governmental regulation or requirement
or interpretation thereof ("Rule Change") by any governmental agency made
subsequent to the date of the Agreement and such rule change affects the
Aircraft configuration or performance or both required to obtain
certification the Guarantees shall be appropriately modified to reflect
the effect of any such change.
|
6.2
|
The
Guarantees apply to the Aircraft as described in paragraph 1 of this
Letter Agreement and may be adjusted in the event
of:
|
(i)
|
Any
further configuration change which is the subject of a
SCN
|
(ii)
|
Variation
in actual weights of items defined in Section 13-10 of the Standard
Specification
|
(iii)
|
Changes
required to obtain certification that cause modifications to the
performance or weight of the
Aircraft
|
7
|
EXCLUSIVE
GUARANTEES
|
|
The
Guarantees are exclusive and are provided in lieu of any and all other
performance and weight guarantees of any nature which may be stated,
referenced or incorporated in the Standard Specification or any other
document.
|
8
|
UNDERTAKING
REMEDIES
|
|
Should
any Aircraft fail to meet any of the Guarantees contained in this Letter
Agreement, the Seller will use its reasonable endeavours to correct the
deficiency to comply with the subject
guarantee.
|
8.1
|
Should
the Seller fail to develop and make available corrective means (including
but not limited to kits, procedures, adjustment of design weights) for the
correction of the above said deficiency within one (1) year from delivery
of the affected Aircraft, then the Seller shall in respect of such
Aircraft pay to the Buyer by way of liquidated damages subject to Seller's
maximum liability set forth hereunder on the anniversary date of the
delivery for as long as the deficiency remains, the following
amounts:
|
***
Page
4/7
|
LETTER
AGREEMENT N°5c
* * *
9
|
ASSIGNMENT
|
|
Notwithstanding
any other provision of this Letter Agreement or of the Sales Proposal
and/or the forthcoming Agreement, this Letter Agreement and the rights and
obligations of the Buyer herein shall not be assigned or transferred in
any manner, and any attempted assignment or transfer in contravention of
the provisions of this Clause shall be void and of no force or
effect.
|
10
|
CONFIDENTIALITY
|
|
This
Letter Agreement (and its existence) or any data exchanged between the
Buyer and the Seller for the fulfillment of their respective obligations
under this Letter Agreement shall be treated by both Parties as
confidential and shall not be released in whole or in part to any third
party except as may be required by law, or to auditors, legal or tax
advisors for the purpose of implementation
hereof.
|
|
In
particular, both Parties agree:
|
|
-
|
not
to make any press release concerning the whole or any part of the contents
and/or subject matter of this Letter Agreement without the prior written
consent of the other Party hereto.
|
|
-
|
that
any and all terms and conditions of the transaction contemplated in this
Letter Agreement are strictly personal and exclusive to the Buyer, (the
"Personal Information"). The Buyer therefore agrees to enter
into consultations with the Seller reasonably in advance of any required
disclosure of Personal Information to financial institutions, including
operating lessors, investment banks and their agents or other relevant
institutions for aircraft sale and leaseback or any other Aircraft or
Predelivery Payment financing purposes (the "Receiving
Party").
|
Page
5/7
|
LETTER
AGREEMENT N°5c
|
Without
prejudice to the foregoing, any disclosure of Personal Information to a
Receiving Party shall be subject to written agreement between the Buyer
and the Seller, including in particular, but not limited
to:
|
(i)
|
the
contact details of the Receiving
Party,
|
(ii)
|
the
extent of the Personal Information subject to
disclosure,
|
(iii)
|
the
Aircraft pricing to be provided to the Receiving
Party.
|
|
Furthermore,
the Buyer shall use its best efforts to limit the disclosure of the
contents of this Letter Agreement to the extent legally permissible in any
filing required to be made by the Buyer with any governmental or
regulatory agency. The Buyer agrees that prior to any such
disclosure or filing, the Seller and the Buyer shall jointly review and
agree on the terms and conditions of the document to be filed or
disclosed.
|
|
The
provisions of this Clause 10 shall survive any termination of this Letter
Agreement for a period of twelve (12) years after the date of Delivery of
the last Aircraft to be delivered under the Purchase
Agreement.
|
Page
6/7
|
[***THIS
PAGE HAS BEEN REDACTED***]
[***THIS
PAGE HAS BEEN REDACTED***]
LETTER
AGREEMENT N°5d
CHINA
EASTERN AIRLINES CORPORATION LTD
Hongqiao
International Airport,
No. 2550
Hongqiao Road,
Shanghai
200335,
People's
Republic of China
Subject:
A330-300 PERFORMANCE GUARANTEES (General Electric CF6-80E1A4)
CHINA EASTERN AIRLINES CORPORATION
LTD ("the Buyer") and AIRBUS SAS ("the Seller") have
entered into an A330 Purchase Agreement dated as of even date herewith (the
"Purchase Agreement" or the "Agreement") which covers the sale by the Seller and
the purchase by the Buyer of A330 Aircraft as described in the Specification
annexed to the said Purchase Agreement.
Capitalized
terms used herein and not otherwise defined in this Letter Agreement shall have
the meanings assigned thereto in the Agreement.
Both
parties agree that this Letter Agreement, upon execution thereof, shall
constitute an integral, none severable part of said Agreement and shall be
governed by all its provisions, as such provisions have been specifically
amended pursuant to this Letter Agreement.
Page
1/7
|
LETTER
AGREEMENT N°5d
1
|
AIRCRAFT
CONFIGURATION
|
|
The
guarantees defined below (the "Guarantees") are applicable to the A330-300
Aircraft equipped with General Electric CF6-80E1A4 propulsion system as
described in the Standard Specification Ref. G 000 03000 Issue 7.5 dated
30th
April 2008 without taking into account any further changes thereto as
provided in the Agreement (the "Specification" for the purposes of this
Letter Agreement).
|
2
|
GUARANTEED
PERFORMANCE
|
2.1
|
Take-off Field
Length
|
|
The
JAR take-off field length at an Aircraft gross weight of 230,000 kg at the
start of Take-Off Distance Available (TODA) at Sea Level pressure altitude
in ISA+15°C conditions shall not be more than a guaranteed value
of:
|
2,690
meters
2.2
|
Second Segment
Climb
|
|
The
Aircraft shall meet JAR 25 regulations for one engine inoperative climb
after take-off, undercarriage retracted, at a weight corresponding to the
stated weight at the start of Take-Off Distance Available (TODA), at the
altitude and temperature, and in the configuration of flap angle and
safety speed required to comply with the performance guaranteed in
paragraph 2.1 above.
|
2.3
|
Landing Field
Length
|
|
JAR
certified dry landing field length at an Aircraft gross weight of 185,000
kg at Sea Level pressure altitude shall be not more than a guaranteed
value of:
|
1,905
meters
2.4
|
Cruise Specific Air
Range
|
|
The
average nautical miles per kilogram of fuel (average SAR) at a true Mach
number of 0.82 in ISA conditions under the Weight and Altitude conditions
given below:
|
Gross
Weight (kg)
|
Pressure
Altitude (ft)
|
220,000
|
35,000
|
200,000
|
37,000
|
180,000
|
39,000
|
shall be
not less than a guaranteed value of:
0.0800
nm/kg
3
|
MANUFACTURER'S WEIGHT
EMPTY
|
|
The
Seller guarantees a Manufacturer's Weights Empty as
below:
|
A330-300
General Electric CF6-80E1A4
|
108,670
kg plus 1.5%
|
|
This
is the Manufacturer's Weights Empty of the Aircraft as defined in Section
13-10.00.00 of the Standard Specifications amended by the SCN's defined in
|
Page
2/7
|
LETTER
AGREEMENT N°5d
|
paragraph
1 of this Letter Agreement and are subject to adjustment as defined in
paragraph 6.2.
|
4
|
GUARANTEE
CONDITIONS
|
4.1
|
The
performance certification requirements for the Aircraft, except where
otherwise noted, will be as stated in Section 02 of the Standard
Specification.
|
4.2
|
For
the determination of JAR take-off and landing performance a hard dry level
runway surface with no runway strength limitations, no line-up allowances,
no obstacles, zero wind, atmosphere according to ISA, except as otherwise
noted, and the use of speed brakes, flaps, landing gear and engines in the
conditions liable to provide the best results will be
assumed.
|
4.2.1
|
When
establishing take-off and second segment performance no air will be bled
from the engines for cabin air conditioning or
anti-icing.
|
4.3
|
Climb,
cruise and descent performance associated with the Guarantees will include
allowances for normal electrical load and for normal engine air bleed and
power extraction associated with maximum cabin differential pressure as
defined in Section 21-30.31 of the Specification. Cabin air
conditioning management during performance demonstration as described in
Subparagraph 5.3 below may be such as to optimize the Aircraft performance
while meeting the minimum air conditioning requirements defined
above. Unless otherwise stated no air will be bled from the
engines for anti-icing.
|
4.4
|
The
engines will be operated using not more than the engine manufacturer's
maximum recommended outputs for take-off, maximum go-round, maximum
continuous, maximum climb and cruise for normal
operation.
|
4.5
|
Where
applicable the Guarantees assume the use of an approved fuel having a
density of 6.70 lb per US gallon and a lower heating value of 18,590 BTU
per lb. Cruise performance assume a centre of gravity position
of 34% MAC.
|
5
|
GUARANTEE
COMPLIANCE
|
5.1
|
Compliance
with the Guarantees shall be demonstrated using operating procedures and
limitations in accordance with those defined by the certifying
Airworthiness Authority and by the Seller unless otherwise
stated.
|
5.2
|
Compliance
with the take-off, second segment and landing elements of the Guarantees
will be demonstrated with reference to the JAA approved Flight
Manual.
|
5.3
|
Compliance
with those parts of the Guarantees defined in paragraph 2 above not
covered by the requirements of the certifying Airworthiness Authority
shall be demonstrated by calculation based on data obtained during flight
tests conducted on one (or more, at the Seller's discretion) A330-300
aircraft of the same aerodynamic configuration as the Aircraft purchased
by the Buyer and incorporated in the In-Flight Performance Program and
data bases ("the IFP") appropriate to the
Aircraft.
|
5.4
|
Compliance
with the Manufacturer's Weight Empty guarantees defined in Paragraph 3
shall be demonstrated with reference to a Weight Compliance
Report.
|
Page
3/7
|
LETTER
AGREEMENT N°5d
5.5
|
Data
derived from tests will be adjusted as required using conventional methods
of correction, interpolation or extrapolation in accordance with
established aeronautical practices to show compliance with the
Guarantees.
|
5.6
|
Compliance
with the Guarantees is not contingent on engine performance defined in the
engine manufacturer's
specification.
|
5.7
|
The
Seller undertakes to furnish the Buyer with a report or reports
demonstrating compliance with the Guarantees at, or as soon as possible
after, the delivery of each of the Buyer's
Aircraft.
|
6
|
ADJUSTMENT OF
GUARANTEES
|
6.1
|
In
the event of any change to any law, governmental regulation or requirement
or interpretation thereof ("Rule Change") by any governmental agency made
subsequent to the date of the Agreement and such rule change affects the
Aircraft configuration or performance or both required to obtain
certification the Guarantees shall be appropriately modified to reflect
the effect of any such change.
|
6.2
|
The
Guarantees apply to the Aircraft as described in paragraph 1 of this
Letter Agreement and may be adjusted in the event
of:
|
|
(i)
|
Any
further configuration change which is the subject of a
SCN
|
|
(ii)
|
Variation
in actual weights of items defined in Section 13-10 of the Standard
Specification
|
|
(iii)
|
Changes
required to obtain certification that cause modifications to the
performance or weight of the
Aircraft
|
7
|
EXCLUSIVE
GUARANTEES
|
|
The
Guarantees are exclusive and are provided in lieu of any and all other
performance and weight guarantees of any nature which may be stated,
referenced or incorporated in the Standard Specification or any other
document.
|
8
|
UNDERTAKING
REMEDIES
|
|
Should
any Aircraft fail to meet any of the Guarantees contained in this Letter
Agreement, the Seller will use its reasonable endeavours to correct the
deficiency to comply with the subject
guarantee.
|
8.1
|
Should
the Seller fail to develop and make available corrective means (including
but not limited to kits, procedures, adjustment of design weights) for the
correction of the above said deficiency within one (1) year from delivery
of the affected Aircraft, then the Seller shall in respect of such
Aircraft pay to the Buyer by way of liquidated damages subject to Seller's
maximum liability set forth hereunder on the anniversary date of the
delivery for as long as the deficiency remains, the following
amounts:
|
***
Page
4/7
|
LETTER
AGREEMENT N°5d
* * *
9
|
ASSIGNMENT
|
Notwithstanding
any other provision of this Letter Agreement or of the Sales Proposal and/or the
forthcoming Agreement, this Letter Agreement and the rights and obligations of
the Buyer herein shall not be assigned or transferred in any manner, and any
attempted assignment or transfer in contravention of the provisions of this
Clause shall be void and of no force or effect.
10
|
CONFIDENTIALITY
|
This
Letter Agreement (and its existence) or any data exchanged between the Buyer and
the Seller for the fulfillment of their respective obligations under this Letter
Agreement shall be treated by both Parties as confidential and shall not be
released in whole or in part to any third party except as may be required by
law, or to auditors, legal or tax advisors for the purpose of implementation
hereof.
In
particular, both Parties agree:
|
-
|
not
to make any press release concerning the whole or any part of the contents
and/or subject matter of this Letter Agreement without the prior written
consent of the other Party hereto.
|
|
-
|
that
any and all terms and conditions of the transaction contemplated in this
Letter Agreement are strictly personal and exclusive to the Buyer, (the
"Personal Information"). The Buyer therefore agrees to enter
into consultations with the Seller reasonably in advance of any required
disclosure of Personal Information to financial institutions, including
operating lessors, investment banks and their agents or other relevant
institutions for aircraft sale and leaseback or any other Aircraft or
Predelivery Payment financing purposes (the "Receiving
Party").
|
Page
5/7
LETTER
AGREEMENT N°5d
Without
prejudice to the foregoing, any disclosure of Personal Information to a
Receiving Party shall be subject to written agreement between the Buyer and the
Seller, including in particular, but not limited to:
(i) the
contact details of the Receiving Party,
(ii) the
extent of the Personal Information subject to disclosure,
(iii)
the Aircraft pricing to be provided to the Receiving Party.
Furthermore,
the Buyer shall use its best efforts to limit the disclosure of the contents of
this Letter Agreement to the extent legally permissible in any filing required
to be made by the Buyer with any governmental or regulatory
agency. The Buyer agrees that prior to any such disclosure or filing,
the Seller and the Buyer shall jointly review and agree on the terms and
conditions of the document to be filed or disclosed.
The
provisions of this Clause 10 shall survive any termination of this Letter
Agreement for a period of twelve (12) years after the date of Delivery of the
last Aircraft to be delivered under the Purchase Agreement.
Page
6/7
[***THIS
PAGE HAS BEEN REDACTED***]
[***THIS
PAGE HAS BEEN REDACTED***]
LETTER
AGREEMENT N°5e
CHINA
EASTERN AIRLINES CORPORATION LTD
Hongqiao
International Airport,
No. 2550
Hongqiao Road,
Shanghai
200335,
People's
Republic of China
Subject:
A330-300 PERFORMANCE GUARANTEES (Xxxxx and Xxxxxxx 4170)
CHINA EASTERN AIRLINES CORPORATION
LTD ("the Buyer") and AIRBUS SAS ("the Seller") have
entered into an A330 Purchase Agreement dated as of even date herewith (the
"Purchase Agreement" or the "Agreement") which covers the sale by the Seller and
the purchase by the Buyer of A330 Aircraft as described in the Specification
annexed to the said Purchase Agreement.
Capitalized
terms used herein and not otherwise defined in this Letter Agreement shall have
the meanings assigned thereto in the Agreement.
Both
parties agree that this Letter Agreement, upon execution thereof, shall
constitute an integral, none severable part of said Agreement and shall be
governed by all its provisions, as such provisions have been specifically
amended pursuant to this Letter Agreement.
Page
1/7
LETTER
AGREEMENT N°5e
1
|
AIRCRAFT
CONFIGURATION
|
The
guarantees defined below (the "Guarantees") are applicable to the A330-300
Aircraft as described in the Standard Specification Ref. G 000 03000 Issue 7.5
dated 30th April
2008 and amended by SCN for
a)
installation of Xxxxx and Whitney 4170 propulsion system
for
deliveries from 1st quarter 2009 onwards without taking into account any further
changes thereto as provided in the Agreement (the "Specification" for the
purposes of this Letter Agreement).
2
|
GUARANTEED
PERFORMANCE
|
2.1
|
Take-off Field
Length
|
The JAR
take-off field length at an Aircraft gross weight of 230,000 kg at the start of
Take-Off Distance Available (TODA) at Sea Level pressure altitude in ISA+15°C
conditions shall not be more than a guaranteed value of:
2,570
meters
2.2
|
Second Segment
Climb
|
The
Aircraft shall meet JAR 25 regulations for one engine inoperative climb after
take-off, undercarriage retracted, at a weight corresponding to the stated
weight at the start of Take-Off Distance Available (TODA), at the altitude and
temperature, and in the configuration of flap angle and safety speed required to
comply with the performance guaranteed in paragraph 2.1
above.
2.3
|
Landing Field
Length
|
JAR
certified dry landing field length at an Aircraft gross weight of 185,000 kg at
Sea Level pressure altitude shall be not more than a guaranteed value
of:
1,905
meters
2.4
|
Cruise Specific Air
Range
|
The
average nautical miles per kilogram of fuel (average SAR) at a true Mach number
of 0.82 in ISA conditions under the Weight and Altitude conditions given
below:
Gross Weight (kg)
|
Pressure Altitude (ft)
|
|
220,000
|
35,000
|
|
200,000
|
37,000
|
|
180,000
|
39,000
|
shall be
not less than a guaranteed value of:
0.0805
nm/kg
Page
2/7
LETTER
AGREEMENT N°5e
3
|
MANUFACTURER'S WEIGHT
EMPTY
|
The
Seller guarantees a Manufacturer's Weights Empty as below:
X000-000
Xxxxx and Xxxxxxx 4170
|
|
108,998
kg plus
1.5%
|
This is
the Manufacturer's Weights Empty of the Aircraft as defined in Section
13-10.00.00 of the Standard Specifications amended by the SCN's defined in
paragraph 1 of this Letter Agreement and are subject to adjustment as defined in
paragraph 6.2.
4
|
GUARANTEE
CONDITIONS
|
4.1
|
The
performance certification requirements for the Aircraft, except where
otherwise noted, will be as stated in Section 02 of the Standard
Specification.
|
4.2
|
For
the determination of JAR take-off and landing performance a hard dry level
runway surface with no runway strength limitations, no line-up allowances,
no obstacles, zero wind, atmosphere according to ISA, except as otherwise
noted, and the use of speed brakes, flaps, landing gear and engines in the
conditions liable to provide the best results will be
assumed.
|
4.2.1
|
When
establishing take-off and second segment performance no air will be bled
from the engines for cabin air conditioning or
anti-icing.
|
4.3
|
Climb,
cruise and descent performance associated with the Guarantees will include
allowances for normal electrical load and for normal engine air bleed and
power extraction associated with maximum cabin differential pressure as
defined in Section 21-30.31 of the Specification. Cabin air
conditioning management during performance demonstration as described in
Subparagraph 5.3 below may be such as to optimize the Aircraft performance
while meeting the minimum air conditioning requirements defined
above. Unless otherwise stated no air will be bled from the
engines for anti-icing.
|
4.4
|
The
engines will be operated using not more than the engine manufacturer's
maximum recommended outputs for take-off, maximum go-round, maximum
continuous, maximum climb and cruise for normal
operation.
|
4.5
|
Where
applicable the Guarantees assume the use of an approved fuel having a
density of 6.70 lb per US gallon and a lower heating value of 18,590 BTU
per lb. Cruise performance assume a centre of gravity position
of 34% MAC.
|
5
|
GUARANTEE
COMPLIANCE
|
5.1
|
Compliance
with the Guarantees shall be demonstrated using operating procedures and
limitations in accordance with those defined by the certifying
Airworthiness Authority and by the Seller unless otherwise
stated.
|
5.2
|
Compliance
with the take-off, second segment and landing elements of the Guarantees
will be demonstrated with reference to the JAA approved Flight
Manual.
|
5.3
|
Compliance
with those parts of the Guarantees defined in paragraph 2 above not
covered by the requirements of the certifying Airworthiness Authority
shall be demonstrated by calculation based on data obtained during flight
tests conducted on one (or more, at the Seller's discretion) A330-300
aircraft of the same
|
Page
3/7
LETTER
AGREEMENT N°5e
|
aerodynamic
configuration as the Aircraft purchased by the Buyer and incorporated in
the In-Flight Performance Program and data bases ("the IFP") appropriate
to the Aircraft.
|
5.4
|
Compliance
with the Manufacturer's Weight Empty guarantees defined in Paragraph 3
shall be demonstrated with reference to a Weight Compliance
Report.
|
5.5
|
Data
derived from tests will be adjusted as required using conventional methods
of correction, interpolation or extrapolation in accordance with
established aeronautical practices to show compliance with the
Guarantees.
|
5.6
|
Compliance
with the Guarantees is not contingent on engine performance defined in the
engine manufacturer's
specification.
|
5.7
|
The
Seller undertakes to furnish the Buyer with a report or reports
demonstrating compliance with the Guarantees at, or as soon as possible
after, the delivery of each of the Buyer's
Aircraft.
|
6
|
ADJUSTMENT OF
GUARANTEES
|
6.1
|
In
the event of any change to any law, governmental regulation or requirement
or interpretation thereof ("Rule Change") by any governmental agency made
subsequent to the date of the Agreement and such rule change affects the
Aircraft configuration or performance or both required to obtain
certification the Guarantees shall be appropriately modified to reflect
the effect of any such change.
|
6.2
|
The
Guarantees apply to the Aircraft as described in paragraph 1 of this
Letter Agreement and may be adjusted in the event
of:
|
(i)
|
Any
further configuration change which is the subject of a
SCN
|
(ii)
|
Variation
in actual weights of items defined in Section 13-10 of the Standard
Specification
|
(iii)
|
Changes
required to obtain certification that cause modifications to the
performance or weight of the
Aircraft
|
7
|
EXCLUSIVE
GUARANTEES
|
The
Guarantees are exclusive and are provided in lieu of any and all other
performance and weight guarantees of any nature which may be stated, referenced
or incorporated in the Standard Specification or any other
document.
8
|
UNDERTAKING
REMEDIES
|
Should
any Aircraft fail to meet any of the Guarantees contained in this Letter
Agreement, the Seller will use its reasonable endeavours to correct the
deficiency to comply with the subject guarantee.
8.1
|
Should
the Seller fail to develop and make available corrective means (including
but not limited to kits, procedures, adjustment of design weights) for the
correction of the above said deficiency within one (1) year from delivery
of the affected Aircraft, then the Seller shall in respect of such
Aircraft pay to the Buyer by way of liquidated damages subject to Seller's
maximum liability set forth hereunder on the anniversary date of the
delivery for as long as the deficiency remains, the following
amounts:
|
Page
4/7
LETTER
AGREEMENT N°5e
* * *
9
|
ASSIGNMENT
|
Notwithstanding
any other provision of this Letter Agreement or of the Sales Proposal and/or the
forthcoming Agreement, this Letter Agreement and the rights and obligations of
the Buyer herein shall not be assigned or transferred in any manner, and any
attempted assignment or transfer in contravention of the provisions of this
Clause shall be void and of no force or effect.
10
|
CONFIDENTIALITY
|
This
Letter Agreement (and its existence) or any data exchanged between the Buyer and
the Seller for the fulfillment of their respective obligations under this Letter
Agreement shall be treated by both Parties as confidential and shall not be
released in whole or in part to any third party except as may be required by
law, or to auditors, legal or tax advisors for the purpose of implementation
hereof.
In
particular, both Parties agree:
|
-
|
not
to make any press release concerning the whole or any part of the contents
and/or subject matter of this Letter Agreement without the prior written
consent of the other Party hereto.
|
|
-
|
that
any and all terms and conditions of the transaction contemplated in this
Letter Agreement are strictly personal and exclusive to the Buyer, (the
"Personal Information"). The Buyer therefore agrees to enter
into consultations with the Seller reasonably in advance of any required
disclosure of Personal Information to financial institutions, including
operating lessors, investment banks and their agents or other relevant
institutions for aircraft sale and leaseback or any other Aircraft or
Predelivery Payment financing purposes (the "Receiving
Party").
|
Page
5/7
LETTER
AGREEMENT N°5e
Without
prejudice to the foregoing, any disclosure of Personal Information to a
Receiving Party shall be subject to written agreement between the Buyer and the
Seller, including in particular, but not limited to:
(i) the
contact details of the Receiving Party,
(ii) the
extent of the Personal Information subject to disclosure,
(iii) the
Aircraft pricing to be provided to the Receiving Party.
Furthermore,
the Buyer shall use its best efforts to limit the disclosure of the contents of
this Letter Agreement to the extent legally permissible in any filing required
to be made by the Buyer with any governmental or regulatory
agency. The Buyer agrees that prior to any such disclosure or filing,
the Seller and the Buyer shall jointly review and agree on the terms and
conditions of the document to be filed or disclosed.
The
provisions of this Clause 10 shall survive any termination of this Letter
Agreement for a period of twelve (12) years after the date of Delivery of the
last Aircraft to be delivered under the Purchase Agreement.
Page
6/7
[***THIS
PAGE HAS BEEN REDACTED***]
[***THIS
PAGE HAS BEEN REDACTED***]
LETTER
AGREEMENT N°5f
CHINA
EASTERN AIRLINES CORPORATION LTD
Hongqiao
International Airport,
No. 2550
Hongqiao Road,
Shanghai
200335,
People's
Republic of China
Subject:
A330-300 PERFORMANCE GUARANTEES (Rolls-Xxxxx Xxxxx 772B "EP")
CHINA EASTERN AIRLINES CORPORATION
LTD ("the Buyer") and AIRBUS SAS ("the Seller") have
entered into an A330 Purchase Agreement dated as of even date herewith (the
"Purchase Agreement" or the "Agreement") which covers the sale by the Seller and
the purchase by the Buyer of A330 Aircraft as described in the Specification
annexed to the said Purchase Agreement.
Capitalized
terms used herein and not otherwise defined in this Letter Agreement shall have
the meanings assigned thereto in the Agreement.
Both
parties agree that this Letter Agreement, upon execution thereof, shall
constitute an integral, none severable part of said Agreement and shall be
governed by all its provisions, as such provisions have been specifically
amended pursuant to this Letter Agreement.
Page
1/7
LETTER
AGREEMENT N°5f
1
|
AIRCRAFT
CONFIGURATION
|
The
guarantees defined below (the "Guarantees") are applicable to the A330-300
Aircraft equipped with Rolls-Xxxxx Xxxxx 772B "EP" propulsion system as
described in the Standard Specification Ref. G 000 03000 Issue 7.5 dated 30th April
2008 for deliveries from 1st quarter 2009 onwards without taking into account
any further changes thereto as provided in the Agreement (the "Specification"
for the purposes of this Letter Agreement).
2
|
GUARANTEED
PERFORMANCE
|
2.1
|
Take-off Field
Length
|
The JAR
take-off field length at an Aircraft gross weight of 230,000 kg at the start of
Take-Off Distance Available (TODA) at Sea Level pressure altitude in ISA+15°C
conditions shall not be more than a guaranteed value of:
2,600
meters
2.2
|
Second Segment
Climb
|
The
Aircraft shall meet JAR 25 regulations for one engine inoperative climb after
take-off, undercarriage retracted, at a weight corresponding to the stated
weight at the start of Take-Off Distance Available (TODA), at the altitude and
temperature, and in the configuration of flap angle and safety speed required to
comply with the performance guaranteed in paragraph 2.1
above.
2.3
|
Landing Field
Length
|
JAR
certified dry landing field length at an Aircraft gross weight of 185,000 kg at
Sea Level pressure altitude shall be not more than a guaranteed value
of:
1,900
meters
2.4
|
Cruise Specific Air
Range
|
The
average nautical miles per kilogram of fuel (average SAR) at a true Mach number
of 0.82 in ISA conditions under the Weight and Altitude conditions given
below:
Gross
Weight (kg)
|
Pressure
Altitude (ft)
|
|
220,000
|
35,000
|
|
200,000
|
37,000
|
|
180,000
|
|
39,000
|
shall be
not less than a guaranteed value of:
0.0800
nm/kg
3
|
MANUFACTURER'S WEIGHT
EMPTY
|
The
Seller guarantees a Manufacturer's Weights Empty as below:
A330-300
Rolls-Xxxxx Xxxxx 772B "EP"
|
|
108,755
kg plus 1.5%
|
Page
2/7
LETTER
AGREEMENT N°5f
This is
the Manufacturer's Weights Empty of the Aircraft as defined in Section
13-10.00.00 of the Standard Specifications amended by the SCN's defined in
paragraph 1 of this Letter Agreement and are subject to adjustment as defined in
paragraph 6.2.
4
|
GUARANTEE
CONDITIONS
|
4.1
|
The
performance certification requirements for the Aircraft, except where
otherwise noted, will be as stated in Section 02 of the Standard
Specification.
|
4.2
|
For
the determination of JAR take-off and landing performance a hard dry level
runway surface with no runway strength limitations, no line-up allowances,
no obstacles, zero wind, atmosphere according to ISA, except as otherwise
noted, and the use of speed brakes, flaps, landing gear and engines in the
conditions liable to provide the best results will be
assumed.
|
4.2.1
|
When
establishing take-off and second segment performance no air will be bled
from the engines for cabin air conditioning or
anti-icing.
|
4.3
|
Climb,
cruise and descent performance associated with the Guarantees will include
allowances for normal electrical load and for normal engine air bleed and
power extraction associated with maximum cabin differential pressure as
defined in Section 21-30.31 of the Specification. Cabin air
conditioning management during performance demonstration as described in
Subparagraph 5.3 below may be such as to optimize the Aircraft performance
while meeting the minimum air conditioning requirements defined
above. Unless otherwise stated no air will be bled from the
engines for anti-icing.
|
4.4
|
The
engines will be operated using not more than the engine manufacturer's
maximum recommended outputs for take-off, maximum go-round, maximum
continuous, maximum climb and cruise for normal
operation.
|
4.5
|
Where
applicable the Guarantees assume the use of an approved fuel having a
density of 6.70 lb per US gallon and a lower heating value of 18,590 BTU
per lb. Cruise performance assume a centre of gravity position
of 34% MAC.
|
5
|
GUARANTEE
COMPLIANCE
|
5.1
|
Compliance
with the Guarantees shall be demonstrated using operating procedures and
limitations in accordance with those defined by the certifying
Airworthiness Authority and by the Seller unless otherwise
stated.
|
5.2
|
Compliance
with the take-off, second segment and landing elements of the Guarantees
will be demonstrated with reference to the JAA approved Flight
Manual.
|
5.3
|
Compliance
with those parts of the Guarantees defined in paragraph 2 above not
covered by the requirements of the certifying Airworthiness Authority
shall be demonstrated by calculation based on data obtained during flight
tests conducted on one (or more, at the Seller's discretion) A330-300
aircraft of the same aerodynamic configuration as the Aircraft purchased
by the Buyer and incorporated in the In-Flight Performance Program and
data bases ("the IFP") appropriate to the
Aircraft.
|
5.4
|
Compliance
with the Manufacturer's Weight Empty guarantees defined in Paragraph 3
shall be demonstrated with reference to a Weight Compliance
Report.
|
Page
3/7
LETTER
AGREEMENT N°5f
5.5
|
Data
derived from tests will be adjusted as required using conventional methods
of correction, interpolation or extrapolation in accordance with
established aeronautical practices to show compliance with the
Guarantees.
|
5.6
|
Compliance
with the Guarantees is not contingent on engine performance defined in the
engine manufacturer's
specification.
|
5.7
|
The
Seller undertakes to furnish the Buyer with a report or reports
demonstrating compliance with the Guarantees at, or as soon as possible
after, the delivery of each of the Buyer's
Aircraft.
|
6
|
ADJUSTMENT OF
GUARANTEES
|
6.1
|
In
the event of any change to any law, governmental regulation or requirement
or interpretation thereof ("Rule Change") by any governmental agency made
subsequent to the date of the Agreement and such rule change affects the
Aircraft configuration or performance or both required to obtain
certification the Guarantees shall be appropriately modified to reflect
the effect of any such change.
|
6.2
|
The
Guarantees apply to the Aircraft as described in paragraph 1 of this
Letter Agreement and may be adjusted in the event
of:
|
|
(i)
|
Any
further configuration change which is the subject of a
SCN
|
|
(ii)
|
Variation
in actual weights of items defined in Section 13-10 of the Standard
Specification
|
|
(iii)
|
Changes
required to obtain certification that cause modifications to the
performance or weight of the
Aircraft
|
7
|
EXCLUSIVE
GUARANTEES
|
The
Guarantees are exclusive and are provided in lieu of any and all other
performance and weight guarantees of any nature which may be stated, referenced
or incorporated in the Standard Specification or any other
document.
8
|
UNDERTAKING
REMEDIES
|
Should
any Aircraft fail to meet any of the Guarantees contained in this Letter
Agreement, the Seller will use its reasonable endeavours to correct the
deficiency to comply with the subject guarantee.
8.1
|
Should
the Seller fail to develop and make available corrective means (including
but not limited to kits, procedures, adjustment of design weights) for the
correction of the above said deficiency within one (1) year from delivery
of the affected Aircraft, then the Seller shall in respect of such
Aircraft pay to the Buyer by way of liquidated damages subject to Seller's
maximum liability set forth hereunder on the anniversary date of the
delivery for as long as the deficiency remains, the following
amounts:
|
***
Page
4/7
LETTER
AGREEMENT N°5f
* * *
9
|
ASSIGNMENT
|
Notwithstanding
any other provision of this Letter Agreement or of the Sales Proposal and/or the
forthcoming Agreement, this Letter Agreement and the rights and obligations of
the Buyer herein shall not be assigned or transferred in any manner, and any
attempted assignment or transfer in contravention of the provisions of this
Clause shall be void and of no force or effect.
10
|
CONFIDENTIALITY
|
This
Letter Agreement (and its existence) or any data exchanged between the Buyer and
the Seller for the fulfillment of their respective obligations under this Letter
Agreement shall be treated by both Parties as confidential and shall not be
released in whole or in part to any third party except as may be required by
law, or to auditors, legal or tax advisors for the purpose of implementation
hereof.
In
particular, both Parties agree:
|
-
|
not
to make any press release concerning the whole or any part of the contents
and/or subject matter of this Letter Agreement without the prior written
consent of the other Party hereto.
|
|
-
|
that
any and all terms and conditions of the transaction contemplated in this
Letter Agreement are strictly personal and exclusive to the Buyer, (the
"Personal Information"). The Buyer therefore agrees to enter
into consultations with the Seller reasonably in advance of any required
disclosure of Personal Information to financial institutions, including
operating lessors, investment banks and their agents or other relevant
institutions for aircraft sale and leaseback or any other Aircraft or
Predelivery Payment financing purposes (the "Receiving
Party").
|
Page
5/7
LETTER
AGREEMENT N°5f
Without
prejudice to the foregoing, any disclosure of Personal Information to a
Receiving Party shall be subject to written agreement between the Buyer and the
Seller, including in particular, but not limited to:
(i) the
contact details of the Receiving Party,
(ii) the
extent of the Personal Information subject to disclosure,
(iii) the
Aircraft pricing to be provided to the Receiving Party.
Furthermore,
the Buyer shall use its best efforts to limit the disclosure of the contents of
this Letter Agreement to the extent legally permissible in any filing required
to be made by the Buyer with any governmental or regulatory
agency. The Buyer agrees that prior to any such disclosure or filing,
the Seller and the Buyer shall jointly review and agree on the terms and
conditions of the document to be filed or disclosed.
The
provisions of this Clause 10 shall survive any termination of this Letter
Agreement for a period of twelve (12) years after the date of Delivery of the
last Aircraft to be delivered under the Purchase Agreement.
Page
6/7
[***THIS
PAGE HAS BEEN REDACTED***]
[***THIS
PAGE HAS BEEN REDACTED***]
LETTER AGREEMENT
N°6
CHINA
EASTERN AIRLINES CORPORATION LTD
Xx. 0000
Xxxxxxxx Xxxx,
Xxxxxxxx
000000,
Xxxxxx'x
Xxxxxxxx of China
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LETTER AGREEMENT
N°6
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3
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Confidentiality
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This
Letter Agreement (and its existence) or any data exchanged between the Buyer and
the Seller for the fulfilment of their respective obligations under this Letter
Agreement shall be treated by both Parties as confidential and shall not be
released in whole or in part to any third party except as may be required by
law, or to auditors, legal or tax advisors for the purpose of implementation
hereof.
In
particular, both Parties agree:
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not
to make any press release concerning the whole or any part of the contents
and/or subject matter of this Letter Agreement without the prior written
consent of the other Party hereto.
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that
any and all terms and conditions of the transaction contemplated in this
Letter Agreement are strictly personal and exclusive to the Buyer, (the
"Personal Information"). The Buyer therefore agrees to enter
into consultations with the Seller reasonably in advance of any required
disclosure of Personal Information to financial institutions, including
operating lessors, investment banks and their agents or other relevant
institutions for aircraft sale and leaseback or any other Aircraft or
Predelivery Payment financing purposes (the "Receiving
Party").
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Without
prejudice to the foregoing, any disclosure of Personal Information to a
Receiving Party shall be subject to written agreement between the Buyer and the
Seller, including in particular, but not limited to:
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(i)
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the
contact details of the Receiving
Party,
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(ii)
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the
extent of the Personal Information subject to
disclosure,
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(iii)
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the
Aircraft pricing to be provided to the Receiving
Party.
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Furthermore,
the Buyer shall use its best efforts to limit the disclosure of the contents of
this Letter Agreement, the AGTA and/or any Purchase to the extent legally
permissible in any filing required to be made by the Buyer with any governmental
or regulatory agency. The Buyer agrees that prior to any such
disclosure or filing, the Seller and the Buyer shall jointly review and agree on
the terms and conditions of the document to be filed or
disclosed.
The
provisions of this Clause shall survive any termination of this Letter Agreement
for a period of twelve (12) years after the date of Delivery of the last
Aircraft to be delivered under the Purchase Agreement.
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LETTER AGREEMENT
N°7
CHINA
EASTERN AIRLINES CORPORATION LIMITED
Hongqiao
International Airport,
No. 2550
Hongqiao Road,
Shanghai
200335,
People's
Republic of China
Subject: Customer Support
Services
CHINA
EASTERN AIRLINES CORPORATION LIMITED (the "Buyer") and Airbus S.A.S. (the
"Seller") have entered into an aircraft general terms agreement dated as of June
15, 2009 (the "AGTA") and an A330 family purchase agreement (the "Agreement")
dated as of even date herewith, which covers the manufacture and the sale by the
Seller and the purchase by the Buyer of the Aircraft.
Capitalized
terms used herein and not otherwise defined in this Letter Agreement shall have
the meanings assigned thereto in the AGTA or in the Purchase
Agreement.
Both
parties agree that this Letter Agreement, upon execution thereof, shall
constitute an integral, nonseverable part of said Agreement and shall be
governed by all its provisions, as such provisions have been specifically
amended pursuant to this Letter Agreement.
If there
is any inconsistency between the Agreement and this Letter Agreement, the latter
shall prevail to the extent of such inconsistency.
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LETTER AGREEMENT
N°7
1
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Training
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The
Seller shall provide the Buyer the following training allowances as further
detailed in Clause 16 of the AGTA, Appendix A thereto and the
Agreement:
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2
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Lump Sum Warranty
Credit
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LETTER AGREEMENT
N°7
3
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Warranted Part
Shipping
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4
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Assignment
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Notwithstanding
any other provision of this Letter Agreement, the AGTA or the Purchase
Agreement, this Letter Agreement and the rights and obligations of the Buyer
herein shall not be assigned or transferred in any manner, and any attempted
assignment
or transfer in contravention of the provisions of this Clause shall be void and
of no force or effect.
5
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Confidentiality
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This
Letter Agreement (and its existence) or any data exchanged between the Buyer
and the
Seller for the fulfilment of their respective obligations under this Letter
Agreement shall be treated by both Parties as confidential and shall not be
released in whole or in part to any third party except as may be required by
law, or to auditors, legal or tax advisors for the purpose of implementation
hereof.
In
particular, both Parties agree:
|
-
|
not
to make any press release concerning the whole or any part of the contents
and/or subject matter of this Letter Agreement without the prior written
consent of the other Party hereto.
|
|
-
|
that
any and all terms and conditions of the transaction contemplated in this
Letter Agreement are strictly personal and exclusive to the Buyer, (the
"Personal Information"). The Buyer therefore agrees to enter
into consultations with the Seller reasonably in advance of any required
disclosure of Personal Information to financial institutions, including
operating lessors, investment banks and their agents or other relevant
institutions for aircraft sale and leaseback or any other Aircraft or
Predelivery Payment financing purposes (the "Receiving
Party").
|
Without
prejudice to the foregoing, any disclosure of Personal Information to a
Receiving Party shall be subject to written agreement between the Buyer and the
Seller, including in particular, but not limited to:
(i)
|
the
contact details of the Receiving
Party,
|
(ii)
|
the
extent of the Personal Information subject to
disclosure,
|
(iii)
|
the
Aircraft pricing to be provided to the Receiving
Party.
|
Furthermore,
the Buyer shall use its best efforts to limit the disclosure of the contents of
this Letter Agreement to the extent legally permissible in any filing required
to be made by the Buyer with any governmental or regulatory
agency. The Buyer agrees that prior to any
such disclosure or filing, the Seller and the Buyer shall jointly review and
agree on the
terms and conditions of the document to be filed or disclosed.
The
provisions of this Clause 5 shall survive any termination of this Letter
Agreement for a
period of twelve (12) years after the date of Delivery of the last Aircraft to
be delivered under the Purchase Agreement.
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