Supplemental Agreement No. 1 to PURCHASE AGREEMENT NUMBER PA-4077 between THE BOEING COMPANY and CHINA EASTERN AIRLINES CORPORATION LIMITED Relating to Boeing Model 737-800 Aircraft with CHINA EASTERN AVIATION IMPORT & EXPORT CORPORATION as consenting...
Exhibit 4.8
Supplemental Agreement No. 1
to
PURCHASE AGREEMENT NUMBER PA-4077
between
THE BOEING COMPANY
and
CHINA EASTERN AIRLINES CORPORATION LIMITED
Relating to Boeing Model 737-800 Aircraft
with
CHINA EASTERN AVIATION IMPORT & EXPORT CORPORATION
as
consenting party
and
EASTERN
AIR OVERSEAS (HONG KONG) LTD.
as consenting party
THIS SUPPLEMENTAL AGREEMENT NO. 1, entered into as of the 9th, day of July, 2015, by and between THE BOEING COMPANY, a Delaware corporation with its principal offices in Seattle, Washington (Boeing) and CHINA EASTERN AIRLINES CORPORATION LIMITED with its principal office in Shanghai, People's Republic of China (Customer),
All terms used but not defined in this Supplemental Agreement No. 1 have the same meaning as in the Purchase Agreement.
WITNESSETH:
WHEREAS, the parties hereto entered into Purchase Agreement No. PA-4077 dated June 13, 2014, relating to Boeing Model 737-800 aircraft (the Aircraft), which agreement, as amended, together with all exhibits and specifications attached thereto and made a part thereof, is hereinafter called the "Purchase Agreement;"
| CEA-PA-03746 | SA-1-1 | SA-1 |
| BOEING PROPRIETARY |
WHEREAS, Customer and Boeing have agreed to add fifty (50) 737-800 Aircraft.
NOW THEREFORE, in consideration of the mutual covenants herein contained, the parties agree to amend the Purchase Agreement as follows.
| 1. | Table of Contents. |
The Table of Contents is deleted in its entirety and a new Table of Contents (attached) is substituted in lieu thereof, to reflect the incorporation of this Supplemental Agreement No. 1 into the Purchase Agreement.
| 2. | Articles. |
The Articles are deleted in their entirety and replaced by new Articles (attached) and are substituted in lieu thereof, to reflect the incorporation of this Supplemental Agreement No. 1 into the Purchase Agreement.
| 3. | Table 2–Aircraft Information. |
A new Table 2–Aircraft Information is added (attached) to the Purchase Agreement, to reflect the incorporation of this Supplemental Agreement No. 1 into the Purchase Agreement.
| 4. | Supplement Exhibit AE1 – *** |
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| 5. | Letter Agreement – *** |
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| 6. | Letter Agreement – *** |
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| CEA-PA-4077 | SA-1-2 | SA-1 |
| BOEING PROPRIETARY |
| 7. | Letter Agreement – *** |
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The Purchase Agreement shall be amended to the extent provided herein and, as so amended, shall continue in full force and effect. In the event of any inconsistency between the above provisions and the provisions contained in the attachments to this Supplemental Agreement, the terms of the attachments will control.
EXECUTED IN QUADRIPLICATE as of the day and year first above written.
| THE BOEING COMPANY | CHINA EASTERN AIRLINES CORPORATIN LIMITED | |||
| By |  |
By |  | |
| Its | Attorney-In-Fact | Its | Attorney-In-Fact | |
| CHINA EASTERN AVIATION IMPORT & EXPORT CORPORATION | ||||
| By |  |
|||
| Its | Chairman | |||
| EASTERN AIR OVERSEAS (HONG KONG) LTD. | ||||
| By |  |
|||
| Its | Chairman | |||
| CEA-PA-4077 | SA-1-3 | SA-1 |
| BOEING PROPRIETARY |
TABLE OF CONTENTS
| ARTICLES | ||
| Article 1 | Quantity, Model and Description | SA-1 |
| Article 2 | Delivery Schedule | SA-1 |
| Article 3 | Price | SA-1 |
| Article 4 | Payment | SA-1 |
| Article 5 | Additional Terms | SA-1 |
| TABLE | ||
| 1 | Aircraft Information Table | |
| 2 | Aircraft Information Table | SA-1 |
| EXHIBIT | ||
| A | Aircraft Configuration | |
| B | Aircraft Delivery Requirements and Responsibilities | |
| SUPPLEMENTAL EXHIBITS | ||
| AE1 | *** | |
| BFE1 | BFE Variables | |
| CS1 | *** | |
| EE1 | *** | |
| SLP1 | Service life Policy Components | |
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| BOEING PROPRIETARY |
LETTER AGREEMENTS
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LETTERS
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| BOEING PROPRIETARY |
Purchase Agreement No. PA-4077
between
The Boeing Company
and
China Eastern Airlines Corporation Limited
This Purchase Agreement No. PA-4077 between The Boeing Company, a Delaware corporation, (Boeing) and China Eastern Airlines Corporation Limited, a People’s Republic of China corporation, (Customer) with China Eastern Aviation Import and Export Trading Corp., Ltd. and Eastern Air Overseas (Hong Kong) Ltd. as consenting parties (Consenting Parties) relating to the purchase and sale of Model 737-800 aircraft together with all tables, exhibits, supplemental exhibits, letter agreements and other attachments thereto, if any, (Purchase Agreement) incorporates the terms and conditions (except as specifically set forth below) of the Aircraft General Terms Agreement dated March 7, 2001 between the parties, identified as AGTA/CEA (AGTA). Boeing and Consenting Parties consent and agree that Customer may utilize the AGTA for the Purchase Agreement, and Customer agrees to be bound by the terms and conditions of the AGTA. All capitalized terms used but not defined in this Purchase Agreement have the same meaning as in the AGTA.
| 1. | Quantity, Model and Description. |
The aircraft to be delivered to Customer will be designated as Model 737-800 aircraft (Aircraft). Boeing will manufacture and sell to Customer Aircraft conforming to the configuration described in Exhibit A in the quantities listed in Table 1 and Table 2 (collectively, Tables) to the Purchase Agreement.
| 2. | Delivery Schedule. |
The scheduled months of delivery of the Aircraft are listed in the attached Tables. Exhibit B describes certain responsibilities for both Customer and Boeing in order to accomplish the delivery of the Aircraft.
| 3. | Price. |
3.1 Aircraft Basic Price. The Aircraft Basic Price is listed in the Tables and is subject to escalation in accordance with the terms of this Purchase Agreement.
3.2 Advance Payment Base Prices. The Advance Payment Base Prices listed in the Tables were calculated utilizing the latest escalation factors available to Boeing on the date of this Purchase Agreement projected to the month of scheduled delivery.
| 4. | Payment. |
4.1 The standard advance payment schedule for the Model 737-800 aircraft requires Customer to make certain advance payments, expressed in a percentage of the Advance Payment Base Price of each Aircraft beginning with a payment of one percent (1%), on the effective date of the Purchase Agreement for the Aircraft.
| XXX-XX-0000 | XX-0 | XX Page 1 |
| BOEING PROPRIETARY |
Additional advance payments for each Aircraft are due as specified in and on the first business day of the months listed in the attached Tables.
4.2 Not Used.
4.3 For any Aircraft whose scheduled month of delivery is less than twenty-four (24) months from the date of this Purchase Agreement, the total amount of advance payments due for payment upon signing of this Purchase Agreement will include all advance payments which are past due in accordance with the standard advance payment schedule set forth in paragraph 4.2 above.
4.4 Customer will pay the balance of the Aircraft Price of each Aircraft at delivery.
| 5. | Additional Terms. |
5.1 Aircraft Information Table. The Tables consolidate information contained in Articles 1,2,3 and 4 with respect to (i) quantity of Aircraft, (ii) applicable Detail Specification, (iii) month and year of scheduled deliveries, (iv) Aircraft Basic Price, (v) applicable escalation factors and (vi) Advance Payment Base Prices and advance payments and their schedules.
5.2 Escalation Adiustment/Airframe and Optional Features. Supplemental Exhibit AE1 contains the applicable airframe and optional features escalation formula.
5.3 Buyer Furnished Equipment Variables. Supplemental Exhibit BFE1 contains supplier selection dates, on dock dates and other variables applicable to the Aircraft.
5.4 Customer Support Variables. Information, training, services and other things furnished by Boeing in support of introduction of the Aircraft into Customer's fleet are described in Supplemental Exhibit CS1. The level of support to be provided under Supplemental Exhibit CS1 (Entitlements) assumes that at the time of delivery of Customer’s first Aircraft under the Purchase Agreement, Customer has taken possession of a 737-800 aircraft whether such aircraft was purchased, leased or otherwise obtained by Customer from Boeing or another party. Under no circumstances under the Purchase Agreement or any other agreement will Boeing provide the Entitlements more than once to support Customer’s operation of 737-800 aircraft.
5.5 Engine Escalation Variables. Supplemental Exhibit EE1 contains the applicable engine escalation formula, the engine warranty and the engine patent indemnity for the Aircraft describes the applicable engine escalation formula and contains the engine warranty and the engine patent indemnity for the Aircraft.
5.6 Service Life Policy Component Variables. Supplemental Exhibit SLP1 lists the SLP Components covered by the Service Life Policy for the Aircraft.
5.7 Public Announcement. Boeing reserves the right to make a public announcement regarding Customer's purchase of the Aircraft upon approval of Boeing's press release by Customer's public relations department or other authorized representative.
| CEA-PA-4077 | SA-1 | PA Page 2 |
| BOEING PROPRIETARY |
5.8 Negotiated Agreement; Entire Agreement. This Purchase Agreement, including the provisions of Article 8.2 of the AGTA relating to insurance, and Article 11 of Part 2 of Exhibit C of the AGTA relating to DISCLAIMER AND RELEASE and EXCLUSION OF CONSEQUENTIAL AND OTHER DAMAGES, has been the subject of discussion and negotiation and is understood by the parties; the Aircraft Price and other agreements of the parties stated in this Purchase Agreement were arrived at in consideration of such provisions. This Purchase Agreement, including the AGTA, contains the entire agreement between the parties and supersedes all previous proposals, understandings, commitments or representations whatsoever, oral or written, and may be changed only in writing signed by authorized representatives of the parties.
| AGREED AND ACCEPTED this | |||
| July, 9, 2015 | |||
| Date | |||
| THE BOEING COMPANY | China Eastern Airlines Corporation Limited | ||
 |
| ||
| Signature | Signature | ||
 |
Tang Bing | ||
| Printed name | Printed name | ||
| Attorney-In-Fact | Attorney-In-Fact | ||
| Title | Title | ||
| CHINA EASTERN AVIATION IMPORT & EXPORT CORPORATION | EASTERN AIR OVERSEAS (HONG KONG) LTD. | ||
| |
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| Signature | Signature | ||
| |
 |
 | |
| Printed Name | Printed Name | ||
| Chairman | Chairman | ||
| Title | Title | ||
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Table 2 To
Purchase Agreement No. PA-4077
Aircraft Delivery, Description, Price and Advance Payments
| Airframe Model/MTOW: | 000-000 | 000,000 pounds | ||||||
| Engine Model/Thrust: | CFM56-7B24 | 24,000 pounds | ||||||
| Airframe Price: | *** | |||||||
| Optional Features: | *** | |||||||
| Sub-Total of Airframe and Features: | *** | |||||||
| Engine Price (Per Aircraft): | *** | |||||||
| Aircraft Basic Price (Excluding BFE/SPE): | *** | |||||||
| Buyer Furnished Equipment (BFE) Estimate: | *** | |||||||
| Seller Purchased Equipment (SPE) Estimate: | *** | |||||||
| Detail Specification: | D019A001CEA38P | |||||||
| Airframe Price Base Year/Escatation Formula: | *** | *** | ||||||
| Engine Price Base Year/Escalatin Formula: | N/A | N/A | ||||||
| Airframe Escalation Data: | ||||||||
| *** |
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Table 2 To
Purchase Agreement No. PA-4077
Aircraft Delivery, Description, Price and Advance Payments
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| Total: | 50 |
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between
THE BOEING COMPANY
and
China Eastern Airlines Corporation Limited
Supplemental Exhibit AE1
to Purchase Agreement Number PA-4077
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Very truly yours, |
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| THE BOEING COMPANY | ||
| By | |
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| Its | Attorney-In-Fact | |
| ACCEPTED AND AGREED TO this | ||
| Date: | July, 9, 2015 | |
| CHINA EASTERN AIRLINES CORPORATION LIMITED | ||
| By | |
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| Its | Tang Bing Attorney-In-Fact | |
| CHINA EASTERN AVIATION IMPORT & EXPORT CORPORATION | ||
| By | |
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| Its | Chairman | |
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Very truly yours, |
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| THE BOEING COMPANY | ||
| By | |
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| Its | Attorney-In-Fact | |
| ACCEPTED AND AGREED TO this | ||
| Date: | July, 9, 2015 | |
| CHINA EASTERN AIRLINES CORPORATION LIMITED | ||
| By | |
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| Its | Attorney-In-Fact | |
| CHINA EASTERN AVIATION IMPORT & EXPORT CORPORATION | ||
| By | |
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| Its | Chairman | |
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