EX-4.27 2 v341666_ex4-27.htm EXHIBIT 4.27

 

DATED 23rd November 2012

 

CHINA EASTERN AIRLINES CORPORATION LIMITED

as the seller

 

and

 

AIRBUS S.A.S.

as the buyer

 

and

 

CHINA EASTERN AVIATION IMPORT AND EXPORT CORPORATION

as the Consenting Party

 

and

 

CHINA EASTERN AIRLINES, WUHAN COMPANY

CHINA EASTERN YUNNAN AIRLINES

CHINA EASTERN AIRLINES JIANGSU LTD.

SHANGHAI AIRLINES COMPANY LIMITED

as Sellers

 

 

AIRCRAFT SALE AND PURCHASE AGREEMENT

relating to

EIGHT (8) BOMBARDIER CRJ-200 AIRCRAFT

AND TEN (10) EMBRAER ERJ-145 AIRCRAFT 

 

 

CT1242070

 

 
 

 

CONTENTS

 

Clause   Page
     
1. Definitions And Interpretation 2
2. Representations And Warranties 5
3. Agreement To Sell And Purchase 6
4. Conditions Precedent 6
5. Payments 7
6. Engines 9
7. Delivery Procedure And Acceptance 9
8. Total Loss Before Delivery 13
9. Condition Of Aircraft 13
10. Operational Indemnities 13
11. Tax Indemnities 14
12. Liability Insurance 15
13. Termination 15
14. A320 Non-Delivery 15
15. Co-Operation 15
16. Manufacturer’s Warranties 16
17. Benefit Of Agreement 16
18. Waiver 16
19. Remarketing 16
20. Notices 17
21. Miscellaneous 17
22. Confidentiality 19
23. Law And Jurisdiction 19

 

 
 

 

 

AIRCRAFT SALE AND PURCHASE AGREEMENT (the Agreement) is made on ____________________________2012

 

BETWEEN:

 

1.CHINA EASTERN AIRLINES CORPORATION LIMITED, a company incorporated and existing under the laws of the People’s Republic of China, having its registered office at Hongqiao International Airport, No. 2550 Hongqiao Road, Shanghai 200335, the People’s Republic of China (referred to in this Agreement as China Eastern);

 

2.AIRBUS S.A.S., a société par actions simplifiée incorporated under the laws of France whose registered office is at 1 rond-point Maurice Bellonte 31700 Blagnac Cedex, France (referred to in this agreement as Airbus);

 

3.CHINA EASTERN AVIATION IMPORT AND EXPORT CORPORATION, a company incorporated and existing 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, the People’s Republic of China (referred to in this Agreement as the Consenting Party);

 

4.CHINA EASTERN AIRLINES, WUHAN COMPANY, a company incorporated and existing under the laws of the People’s Republic of China, having its registered office at 188 Julong Avenue, Panlongcheng Economic & Technological Development Zone, Wuhan, the People’s Republic of China (referred to in this Agreement as CES WUHAN);

 

5.CHINA EASTERN YUNNAN AIRLINES, a company incorporated and existing under the laws of the People’s Republic of China, having its registered office at Wujiaba International Airport, Kunming, Yunnan Province, the People’s Republic of China (referred to in this Agreement as CES YUNNAN);

 

6.CHINA EASTERN AIRLINES JIANGSU LTD., a company incorporated and existing under the laws of the People’s Republic of China, having its registered office at Lukou International Airport, Nanjing, the People’s Republic of China (referred to in this Agreement as CES JIANGSU); and

 

7.SHANGHAI AIRLINES COMPANY LIMITED, a company incorporated and existing under the laws of the People’s Republic of China, having its registered office at Room 511 Building 6 No. 92, Honggangsan Rd., Hongqiao Airport, Shanghai, the People’s Republic of China (referred to in this Agreement as SHANGHAI AIRLINES).

 

WHEREAS:

 

  A. China Eastern and Airbus entered into an aircraft general terms agreement on 15 June 2009 and an Airbus A320 family aircraft purchase agreement with reference CT10002329 on 30 December 2010 (together the “Original Purchase Agreement”).
     
  B. China Eastern and Airbus entered into a first amendment to the Original Purchase Agreement on 28 June 2012 (the “Amendment No. 1”).
     
  C ***

 

Aircraft Sale and Purchase Agreement
Reference CT1242070		1
 

 

D.In connection with and in consideration of the Amendment No. 2, China Eastern has agreed to sell or procure the sale of the Aircraft (as defined below) to Airbus or its nominee and Airbus has agreed to purchase or, as the case may be, to procure the purchase of the Aircraft on the terms and conditions set out herein.

 

IT IS AGREED as follows:

 

1.DEFINITIONS AND INTERPRETATION

 

1.1Definitions

 

In this Agreement (including the Schedules to this Agreement) capitalised words and expressions have the following meanings:

 

***

 

Acceptance Certificate means the acceptance certificate in respect of an Aircraft substantially in the form set out in Schedule 7.

 

Affiliate means, with respect to any person or entity, any other person or entity directly or indirectly controlling or controlled by or under common control with such person or entity or any of the member companies of the same group as such person or entity.

 

Airbus Conditions Precedent means the documents, evidence and conditions specified in Schedule 5 each in form and substance satisfactory to Airbus.

 

Airbus Indemnitees means Airbus, any Airbus Nominee and any of their respective Affiliates, shareholders directors, officers, servants, agents and employees.

 

Airbus Nominee means, at Airbus’ election and with regard to each Aircraft, any person or entity that has been nominated by Airbus (and notified to China Eastern in writing) to accept Delivery of such Aircraft in accordance with the terms and conditions set out in this Agreement.

 

Aircraft means each Airframe together with the Aircraft Documents, Engines, parts, equipment and accessories relating thereto.

 

Aircraft Documents has the meaning given to it in Schedule 9.

 

Airframes means:

 

(a)the eight (8) Bombardier CRJ-200 airframes as more particularly described in Part 1 of Schedule 1; and/or

 

(b)the ten (10) Embraer ERJ-145 airframes as more particularly described in Part 1 of Schedule 1,

 

(each individually an Airframe).

 

Approved Provider means:

 

(a)in the case of a Ferry Flight, the relevant Seller, the Consenting Party or any Affiliate of China Eastern approved by Airbus in writing in advance; and

 

Aircraft Sale and Purchase Agreement
Reference CT1242070		2
 

 

(b)in the case of an Intermediate Storage or Longer Term Storage, any person approved by Airbus in writing in advance.

 

Aviation Authority means the Civil Aviation Administration of China (CAAC) and includes any successor agency to the CAAC.

 

Bill of Sale means the bill of sale in respect of an Aircraft substantially in the form set out in Schedule 6.

 

Business Day means: (i) any day other than a Saturday or Sunday on which business of the nature contemplated by this Agreement is carried out in Toulouse, Shanghai and the location of any Airbus Nominee; and (ii) where used in relation to payments, any days on which banks are open for business in Toulouse, Shanghai, New York and the location of any Airbus Nominee.

 

China Eastern Conditions Precedent means the documents, evidence and conditions specified in Schedule 4, each in form and substance satisfactory to China Eastern.

 

China Eastern Indemnitees means China Eastern and any of its respective Affiliates, shareholders, directors, officers, servants, agents and employees.

 

Conditions Precedent means, collectively, the Airbus Conditions Precedent and the China Eastern Conditions Precedent.

 

Delivery means, with regard to each Aircraft, the delivery of, sale and transfer of title to such Aircraft in accordance with Clause 7 (and the term Delivered shall be construed accordingly).

 

Delivery Condition means the conditions set out in Schedule 9.

 

Delivery Date means, with regard to each Aircraft, the actual date (being a Business Day) on which Delivery of such Aircraft occurs.

 

Delivery Location means, in respect of each Aircraft, the location of Delivery of the Aircraft as specified in column 5 of Part 1 of Schedule 1 or such other location as Airbus and China Eastern may agree in writing.

 

Engines means, together, all of the engines listed in Part 2 of Schedule 1 and, with regard to a specific Aircraft, the two (2) of such engines (of make and model relevant to that Aircraft type as specified in column 4 of Part 1 of Schedule 1) installed on or to be installed on that Airframe at Delivery.

 

Ferry Flight has the meaning given to it in clause 7.10.1.

 

Ferry Flight Agreement has the meaning given to it in clause 7.10.4.

 

Ferry Flight Destination has the meaning given to it in clause 7.10.1.

 

FOD means foreign object damage.

 

Gross Sale Price means, in respect of each Aircraft, the amount in US Dollars relevant to such Aircraft specified in column 7 of Part 1 of Schedule 1.

 

Intermediate Storage has the meaning given to it in clause 7.10.2.

 

Lien means any mortgage, charge, assignment, pledge, lien, statutory right in rem, right of possession, attachment or detention, right of set-off, title retention arrangement, encumbrance or any other arrangement which has the effect of giving another person any security claim or interest.

 

Longer Term Storage has the meaning given to it in clause 7.10.4.

 

Aircraft Sale and Purchase Agreement
Reference CT1242070		3
 

 

Losses and Loss means as the context may require, costs, expenses, fees, interest, payments, demands, obligations, liabilities, claims, suits, actions, proceedings, penalties, fines, damages, judgements, orders or other sanctions causing pecuniary or other economic loss.

 

Manufacturer Agreement has the meaning given to it in paragraph (e) of Schedule 5 to this Agreement.

 

Material Damage means any incident or accident involving an Aircraft which would in have a material negative effect on the residual value or utility of the Aircraft.

 

Non-PRC Deduction has the meaning given to it in Clause 5.6.1.

 

Non-PRC Taxes means any and all Taxes imposed from time to time by any political or government entity or taxation authority outside the PRC.

 

PRC means the People’s Republic of China.

 

PRC Deduction has the meaning given to it in Clause 5.5.1.

 

PRC Taxes means any and all Taxes imposed from time to time by any political or government entity or taxation authority in the PRC.

 

Prospective Lessee or Purchaser means, with regard to each Aircraft, any person or entity that has expressed an interest in writing to Airbus (and that Airbus has notified to China Eastern in writing) to lease or purchase such Aircraft and who may participate in the Aircraft inspection process, limited to a maximum of two such persons or entities for any one Aircraft.

 

Sale Documents means this Agreement, the Bills of Sale, the Acceptance Certificates, any Ferry Flight Agreement(s), and Storage Agreements(s), any other agreement in writing agreed by Airbus and China Eastern to be a Sale Document and any written agreement amending or supplementing any of the foregoing.

 

Scheduled Delivery Date has the meaning given to it in clause 7.1, such date being a Business Day (otherwise the Scheduled Delivery Date shall be the next occurring Business Day).

 

Seller means collectively each of CES WUHAN, CES YUNNAN, CES JIANGSU and SHANGHAI AIRLINES and in respect of each Aircraft the Seller identified alongside such Aircraft in column 8 of Part 1 of Schedule 1.

 

Storage Agreement has the meaning given to it in clause 7.10.5.

 

Taxes means any and all taxes, (including, without limitation, gross receipts, franchise, capital, preferences, sales, rentals, use, turnover, property (tangible and intangible), documentary, excise, stamp duties or value added taxes), levies, imposts, duties, charges, surcharges, assessments or withholdings of any nature whatsoever together with any and all penalties, fines, additions to tax and interest thereon or computed with reference thereto.

 

Termination Event means any of the events or circumstances set out in Clause 13.1.

 

Total Loss means, with respect to an Aircraft:

 

(a)***

 

(b)***

 

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Reference CT1242070		4
 

 

(c)***

 

(d)***

 

Undelivered A320 has the meaning given to it in Clause 14.1.

 

Undelivered Aircraft means each Aircraft in respect of which sale by China Eastern or the relevant Seller and purchase by Airbus or by an Airbus Nominee, as the case may be, under this Agreement has not yet been completed and in respect of which no Bill of Sale has been signed and delivered.

 

US Dollars and US$ shall mean the lawful currency of the United States.

 

1.2Interpretation

 

In this Agreement (including the Schedules to this Agreement), unless the contrary intention is stated, a reference to:

 

(i)each of China Eastern, Airbus or any other person includes, without prejudice to the provisions of this Agreement restricting transfer or assignment, any successor, assignee or transferee;

 

(ii)words importing the plural shall include the singular and vice versa;

 

(iii)any document shall include that document as amended, novated, assigned or supplemented;

 

(iv)a Clause or a Schedule is a reference to a clause of or a schedule to this Agreement;

 

(v)any law, or to any specified provision of any law, is a reference to such law or provision as amended, substituted or re enacted; and

 

(vi)airworthy and airworthiness unless otherwise indicated means airworthiness according to all requirements of the Aviation Authority (passenger transport category CCAR121) and the possession in respect of an Aircraft of a current Certificate of Airworthiness issued by the Aviation Authority.

 

Clause and Schedule headings are for ease of reference only and shall not modify, define, expand or limit any of the terms or provisions of this Agreement.

 

2.REPRESENTATIONS AND WARRANTIES

 

2.1China Eastern Representations and Warranties

 

China Eastern represents and warrants to Airbus on the terms set out in Schedule 2. The representations and warranties in Schedule 2 will survive the execution of this Agreement and will be deemed to be repeated by China Eastern on the date hereof and on the Delivery Date of each Aircraft with reference to the facts and circumstances then existing.

 

2.2Airbus’ Representations and Warranties

 

Airbus represents and warrants to China Eastern on the terms set out in Schedule 3. The representations and warranties in Schedule 3 will survive the execution of this Agreement and will be deemed to be repeated by Airbus on the date hereof and on the Delivery Date of each Aircraft with reference to the facts and circumstances then existing.

 

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Reference CT1242070		5
 

 

2.3No Prejudice

 

The rights of Airbus and China Eastern in relation to any misrepresentation or breach of warranty by Airbus or, as the case may be, China Eastern shall not be prejudiced by any investigation by or on behalf of Airbus or, as the case may be, China Eastern into the affairs of such other party.

 

3.AGREEMENT TO SELL AND PURCHASE

 

3.1Subject to the terms and conditions of this Agreement, China Eastern agrees to sell or procure the sale of each Aircraft to Airbus or, if applicable, to an Airbus Nominee and Airbus agrees to purchase or, as the case may be, to procure the purchase of each Aircraft by such Airbus Nominee in the Delivery Condition.

 

3.2Other than in respect of any transfer made in accordance with Clause 17, Airbus will remain bound by the terms of this Agreement to the extent that any Airbus Nominee fails to perform.

 

3.3Other than in respect of any transfer made in accordance with Clause 17, China Eastern will remain bound by the terms of this Agreement to the extent that any Seller fails to perform.

 

4.CONDITIONS PRECEDENT

 

4.1China Eastern Conditions Precedent

 

4.1.1The obligation of China Eastern to sell or to procure the sale of each Aircraft shall be subject to fulfilment of the China Eastern Conditions Precedent set out in Schedule 4, on or prior to the date for fulfilment of such China Eastern Conditions Precedent (except to the extent that China Eastern agrees in writing in its absolute discretion to waive or defer any such condition).

 

4.1.2The China Eastern Conditions Precedent have been inserted for the benefit of China Eastern and may be waived in writing, in whole or in part and with or without conditions, by China Eastern without prejudicing the right of China Eastern to receive fulfilment of such conditions, in whole or in part, at any time thereafter.

 

4.2Airbus Conditions Precedent

 

4.2.1The obligation of Airbus to purchase or, as the case may be, to procure the purchase by the Airbus Nominee of each Aircraft shall be subject to fulfilment of the Airbus Conditions Precedent set out in Schedule 5, on or prior to the date for fulfilment of such Airbus Conditions Precedent (except to the extent that Airbus agrees in writing in its absolute discretion to waive or defer any such condition).

 

4.2.2The Airbus Conditions Precedent have been inserted for the benefit of Airbus and may be waived in writing, in whole or in part and with or without conditions, by Airbus without prejudicing the right of Airbus to receive fulfilment of such conditions, in whole or in part, at any time thereafter.

 

4.3Non-fulfilment of Conditions Precedent

 

If any of the Conditions Precedent remain outstanding on an Aircraft’s Scheduled Delivery Date and are not waived or deferred in writing by China Eastern or, as the case may be, Airbus, the relevant provisions of Clause 7.2 shall apply.

 

Aircraft Sale and Purchase Agreement
Reference CT1242070		6
 

 

5.PAYMENTS

 

5.1Gross Sale Price

 

The purchase price for each Aircraft shall be an amount in US Dollars equal to the Gross Sale Price of such Aircraft.

 

5.2Clause 5.2

 

Intentionally left blank.

 

5.3Payment of Gross Sale Price

 

Airbus shall on the Delivery Date of each Aircraft pay or procure the payment to China Eastern of the Gross Sale Price in respect of such Aircraft, such payment to be made in accordance with the provisions of Clauses 5.4 to 5.9 below.

 

5.4Taxes

 

5.4.1***

 

5.4.2***

 

5.4.3***

 

5.4.4***

 

5.5No gross-up - Airbus

 

5.5.1***

 

(a) ***

 

(b) ***

 

(c) ***

 

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5.5.2***

 

5.5.3***

 

5.6Gross-up - Airbus

 

5.6.1***

 

5.6.2***

 

5.7No gross-up - China Eastern

 

5.7.1***

 

(a) ***

 

(b) ***

 

(c) ***

 

5.7.2***

 

5.7.3***

 

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5.8Gross-up - China Eastern

 

5.8.1***

 

5.8.2***

 

5.9Payments

 

Airbus shall pay or, as the case may be, procure the payment of each Gross Sale Price in US Dollars in immediately available funds by wire transfer to the following account:

 

Beneficiary: ***
Account Number: ***
Receiving Bank: ***
SWIFT Address: ***

 

If any payment would otherwise be due on a non Business Day, it will be due on the next succeeding Business Day.

 

6.ENGINES

 

Each Aircraft shall be Delivered with two (2) of the Engines listed in Part 2 of Schedule 1 installed (of make and model relevant to that Aircraft type). The engine serial numbers ***

 

7.DELIVERY PROCEDURE AND ACCEPTANCE

 

7.1Scheduled Delivery Dates

 

Airbus and China Eastern agree that the Aircraft shall each be Delivered during the quarters set out in column 6 of Part 1 of Schedule 1 *** (each a Scheduled Delivery Date).

 

7.2Late Delivery

 

7.2.1China Eastern shall immediately notify Airbus upon becoming aware of any circumstances which could result in China Eastern not being in a position to tender or procure the tender of any Aircraft for Delivery on its Scheduled Delivery Date.

 

Aircraft Sale and Purchase Agreement
Reference CT1242070		9
 

 

7.2.2***

 

7.3Delivery Condition

 

Airbus’ obligation to purchase each Aircraft is conditional upon each Aircraft complying on its Delivery Date with the Delivery Condition.

 

7.4Inspection

 

With regard to each Aircraft, Airbus and any Airbus Nominee shall be entitled to conduct a physical inspection and records analysis in accordance with and in the manner set out in Schedule 9 for the purposes of confirming that such Aircraft meets the Delivery Condition and is otherwise airworthy and in good working order and repair.

 

7.5Delivery

 

China Eastern shall tender or procure the tender of each Aircraft for Delivery to Airbus or, as the case may be, any Airbus Nominee in the Delivery Condition at the Delivery Location on the Scheduled Delivery Date.

 

7.6Acceptance

 

Subject to the terms and conditions of this Agreement and the receipt or waiver by Airbus of the Airbus Conditions Precedent set out in Schedule 5, Airbus shall be obliged to accept delivery (or to procure that the Airbus Nominee accepts delivery) of each Aircraft when tendered for delivery in accordance with the terms of this Agreement and to execute and deliver (or to procure that the Airbus Nominee executes and delivers) the Acceptance Certificate in respect of such Aircraft, which shall be conclusive evidence of the matters stated therein.

 

Aircraft Sale and Purchase Agreement
Reference CT1242070		10
 

 

7.7Transfer of Title

 

With regard to each Aircraft, upon:

 

7.7.1delivery to China Eastern of the Acceptance Certificate relating to such Aircraft duly executed by Airbus or by the Airbus Nominee, as applicable; and

 

7.7.2receipt or waiver by China Eastern of the China Eastern Conditions Precedent set out in Schedule 4,

 

China Eastern shall pass, or shall procure the passing of, title to such Aircraft to Airbus or, as the case may be, the Airbus Nominee by delivering a Bill of Sale, with full title guarantee free and clear of all Liens.

 

7.8Risk Passing

 

The risk of loss or destruction of each Aircraft or damage to such Aircraft shall pass to Airbus or, as the case may be, to the Airbus Nominee upon Delivery.

 

7.9Exportation & Customs Clearance

 

***

 

7.10Post-Delivery Ferry Flights / Intermediate Storage / Longer Term Storage

 

7.10.1***

 

7.10.2***

 

7.10.3***

 

(a)***

 

(b)***

 

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(c)***

 

(d)***

 

(e)***

 

(f)***

 

(g)***

 

(h)***

 

7.10.4***

 

7.10.5***

 

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8.TOTAL LOSS BEFORE DELIVERY

 

***

 

9.CONDITION OF AIRCRAFT

 

9.1Disclaimers

 

SUBJECT ALWAYS TO THE TERMS AND CONDITIONS SET OUT IN THIS AGREEMENT AND TO EACH AIRCRAFT BEING IN THE REQUIRED DELIVERY CONDITION, AIRBUS AGREES THAT AS BETWEEN AIRBUS AND CHINA EASTERN EACH AIRCRAFT AND EACH PART THEREOF IS TO BE SOLD AND PURCHASED ON AN AS IS, WHERE IS BASIS AS AT ITS DELIVERY DATE, AND, EXCEPT AS EXPRESSLY SET OUT IN THIS AGREEMENT AND THE OTHER SALE DOCUMENTS, NO TERM, CONDITION, WARRANTY, REPRESENTATION OR IN RESPECT OF THE AIRWORTHINESS, VALUE, QUALITY, DURABILITY, CONDITION, DESIGN, OPERATION, DESCRIPTION, MERCHANTABILITY OR FITNESS FOR USE OR PURPOSE OF SUCH AIRCRAFT OR ANY PART THEREOF, AS TO THE ABSENCE OF LATENT, INHERENT OR OTHER DEFECTS (WHETHER OR NOT DISCOVERABLE), AS TO THE COMPLETENESS OR CONDITION OF THE TECHNICAL RECORDS, OR AS TO THE ABSENCE OF ANY INFRINGEMENT OF ANY PATENT, COPYRIGHT, DESIGN, OR OTHER PROPRIETARY RIGHTS; AND, EXCEPT AS EXPRESSLY SET OUT IN THIS AGREEMENT AND THE OTHER SALE DOCUMENTS, ALL CONDITIONS, WARRANTIES AND REPRESENTATIONS (OR OBLIGATION OR LIABILITY, IN CONTRACT OR IN TORT) IN RELATION TO ANY OF THOSE MATTERS, EXPRESSED OR IMPLIED, STATUTORY OR OTHERWISE, ARE EXPRESSLY EXCLUDED.

 

9.2Waiver

 

AIRBUS HEREBY WAIVES, AS BETWEEN ITSELF (ON THE ONE HAND) AND CHINA EASTERN (ON THE OTHER HAND), ALL OF ITS RIGHTS IN RESPECT OF ANY WARRANTY OR REPRESENTATION, ON THE PART OF CHINA EASTERN AND ALL CLAIMS AGAINST CHINA EASTERN HOWSOEVER AND WHENEVER ARISING AT ANY TIME IN RESPECT OF OR OUT OF THE OPERATION OR PERFORMANCE OF EACH AIRCRAFT, THIS AGREEMENT OR THE OTHER SALE DOCUMENTS, PROVIDED ALWAYS THAT THIS WAIVER SHALL NOT APPLY TO THE WARRANTIES AND REPRESENTATIONS GIVEN BY CHINA EASTERN TO AIRBUS IN ANY OF THE SALE DOCUMENTS.

 

10.OPERATIONAL INDEMNITIES

 

10.1***

 

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(i)***

 

(ii)***

 

(iii)***

 

10.2***

 

(i)***

 

(ii)***

 

(iii)***

 

10.3The obligations of China Eastern and Airbus to make any payment pursuant to this Clause 10 are continuing obligations and shall remain in full force and effect notwithstanding any termination of this Agreement.

 

11.TAX INDEMNITIES

 

11.1***

 

11.2***

 

11.3***

 

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12.LIABILITY INSURANCE

 

Airbus shall maintain or procure that liability insurance is maintained in respect of each Aircraft with China Eastern or the relevant Seller, as the case may be, as additional insured during the period commencing on its Delivery Date and ending on the earlier of:

 

***

 

13.TERMINATION

 

13.1The termination of the A320 Purchase Agreement for any reason in accordance with its terms with respect to any or all of the A320 Aircraft shall be a Termination Event and shall constitute a repudiatory breach by China Eastern of this Agreement.

 

13.2If a Termination Event occurs, Airbus may, at its option and without prejudice to any other rights it may then have, at any time thereafter terminate all or part this Agreement and any other Sale Documents (including, without limitation, with respect to any or all Undelivered Aircraft), whereupon all or part (as applicable) of this Agreement and any such Sale Documents shall be of no further force and effect.

 

13.3***

 

14.***

 

14.1***

 

14.2***

 

15.CO-OPERATION

 

Airbus requests and China Eastern undertakes at its own cost to cooperate (and to ensure the cooperation of each Seller) fully with Airbus at all times and to provide (and to ensure the provision by each Seller of) all assistance and access as may be reasonable within its power to facilitate the remarketing of each Aircraft by Airbus to any third party or potential Airbus Nominee, provided that such co-operation does not unreasonably disrupt the scheduled revenue passenger operations of each Aircraft.

 

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Reference CT1242070		15
 

 

16.MANUFACTURER’S WARRANTIES

 

16.1China Eastern hereby agrees to procure the assignment to Airbus or, as the case may be, to the Airbus Nominee of any remaining and assignable warranties of any manufacturer, vendor or repairer which may exist at Delivery.

 

16.2If it is not possible for China Eastern to assign certain remaining warranties of any manufacturer, vendor or repairer which may exist at Delivery, China Eastern agrees to use its best endeavours to procure that the benefit of such warranties is transferred to or is otherwise accounted for to Airbus or, as the case may be, to the Airbus Nominee.

 

17.BENEFIT OF AGREEMENT

 

Airbus shall at any time have (i) the right to nominate an Airbus Nominee to act as buyer in accordance with the terms and conditions set out in this Agreement and/or (ii) the right to assign, sell, transfer or otherwise dispose of its rights and obligations under this Agreement and the other Sale Documents to any person with the consent of China Eastern (not to be unreasonably withheld). The agreements contained in this Agreement are, without prejudice to China Eastern’s right to nominate an Approved Provider under Clause 7.10 or to procure the sale of any Aircraft by a Seller, personal to China Eastern and none of China Eastern, the Sellers and the Consenting Party may assign, transfer, novate or otherwise dispose of any of its rights or obligations under this Agreement or the Sale Documents without the prior written agreement of Airbus.

 

18.WAIVER

 

18.1The failure of any party to enforce at any time any of the provisions of this Agreement, or to exercise any option herein provided, or to require at any time performance by the other party of any of the provisions herein, shall in no way be construed to be a present or future waiver of such provision nor in any way affect the validity of this Agreement or any part thereof or the right of the other party thereafter to enforce each and every such provision.

 

18.2The waiver by any party to any provision, condition or requirement of this Agreement (otherwise than by express waiver or a variation in writing) shall not constitute a waiver of any future obligation to comply with such provision, condition or requirement.

 

18.3The rights, remedies, powers and privileges herein provided are cumulative and not exclusive of any rights, remedies, powers and privileges provided by applicable law.

 

19.REMARKETING

 

***

 

(a)***

 

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(b)***

 

(c)***

 

***

 

20.NOTICES

 

All notices under or in connection with this Agreement will, unless otherwise stated, be given in writing by letter or facsimile. Any such notice is deemed effectively to be given as follows:

 

20.1if by letter, when delivered; and

 

20.2if by facsimile, when transmitted and full transmission has been confirmed by the sender’s fax machine.

 

The address and facsimile numbers of China Eastern and Airbus are as follows:

 

China Eastern: China Eastern Airlines Corporation Limited
   
Address: Hongqiao International Airport
No. 2550 Hongqiao Road
Shanghai 200335
People’s Republic of China
   
Attention: Manager - Fleet Planning
Facsimile: +86 21 62686393
   
Airbus: Airbus S.A.S.
Address: 1 rond-point Maurice Bellonte
31707 Blagnac CEDEX
France
   
Attention: Vice President - Asset Management
Facsimile: +33 5 61 93 30 37

 

 

21.MISCELLANEOUS

 

21.1Severability

 

If a provision of this Agreement or any of the other Sale Documents is or becomes illegal, invalid or unenforceable in any jurisdiction that will not affect:

 

21.1.1the legality, validity or enforceability in that jurisdiction of any other provision of this Agreement or the Sale Documents; or

 

21.1.2the legality, validity or enforceability in any other jurisdiction of that or any other provision of this Agreement or the Sale Documents.

 

21.2Expenses
   
  ***

 

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21.3Sole and Entire Agreement

 

This Agreement contains the entire agreement between the parties in relation to the matters referred to herein and supersedes any previous understandings, commitments or representations whatsoever oral or written. No provision of this Agreement may be changed, waived or discharged except by an instrument in writing signed by all parties (or by their duly authorised representatives or agents).

 

21.4Language

 

All notices to be given under this Agreement will be in English. All other documents delivered to China Eastern by Airbus or, as the case may be, delivered to Airbus by China Eastern, pursuant to this Agreement will (unless otherwise expressly stated herein) be in English, or if not in English, will be accompanied by a certified English translation. If there is any inconsistency between the English version of this Agreement and any version in any other language, the English version will prevail.

 

21.5Time of the Essence

 

The time stipulated in this Agreement for the performance of the payment obligations of Airbus or China Eastern, as the case may be, under this Agreement shall be of the essence of this Agreement.

 

21.6Counterparts

 

This Agreement may be executed in counterparts, each of which will constitute one and the same document.

 

21.7Further Assurances

 

Airbus and China Eastern each agree from time to time and at the requesting party’s cost to do and perform such other and further acts and execute and deliver any and all such other instruments as may be required by law or requested by the other party to establish, maintain and protect the rights and remedies of such party and to carry out and effect the intent and purpose of this Agreement.

 

21.8Third Party Rights

 

The parties do not intend that any term of this Agreement shall be enforceable solely by virtue of the Contracts (Rights of Third Parties) Act 1999 (the Act) by any person who is not a party to this Agreement. The parties may rescind, vary, waive, release, assign, novate or otherwise dispose of all or any of their respective rights or obligations under this Agreement in accordance with the terms of this Agreement without the consent of any person who is not a party to this Agreement.

 

21.9No Brokers

 

Airbus and China Eastern each represent and warrant to the other that it has not paid, agreed to pay or caused to be paid directly or indirectly in any form any commission, percentage, contingent fee, brokerage or other similar payments of any kind, in connection with this Agreement or the other Sale Documents or any of the transactions contemplated hereby or thereby.  Each party agrees to indemnify and hold the others harmless from and against any and all claims, suits, damages, costs and expenses (including reasonable legal fees) asserted by any agent, broker or third party appointed by the indemnifying party in respect of any commission or compensation of any nature whatsoever based upon the Aircraft, this Agreement, the other Sale Documents or any of the transactions contemplated hereby or thereby.

 

Aircraft Sale and Purchase Agreement
Reference CT1242070		18
 

 

21.10Consenting Party and Sellers

 

The Consenting Party and each of the Sellers signs this Agreement in acknowledgement of its terms and does not, unless otherwise expressly stated, have any rights or obligations arising under or out of this Agreement.

 

22.CONFIDENTIALITY

 

22.1This Agreement (and its existence) and any data exchanged between the parties in connection with this Agreement (together the Confidential Information) shall be treated by the parties as confidential and shall not be released in whole or in part to any third party except:

 

22.1.1as may be required by law;
   
22.1.2to appointed legal, tax or accounting advisors who are bound by a professional duty of confidentiality and who need to be involved for the implementation of the transactions contemplated by this Agreement;
   
22.1.3by Airbus to an Airbus Nominee;
   
22.1.4otherwise in accordance with Clause 22.2.2 below.

 

22.2Without prejudice to the foregoing, the parties agree:

 

22.2.1not to make any press release concerning the Confidential Information without the prior written consent of the other party hereto; and

 

22.2.2that each party shall enter into consultations with the others reasonably in advance of any required disclosure of Confidential Information to a third party (the Receiving Party) and that any subsequent disclosure to a Relevant Party shall be subject to written agreement between China Eastern and Airbus, including in particular, but not limited to, the following details:

 

(a)the contact details of the Receiving Party; and

 

(b)the nature and extent of the Confidential Information being disclosed.

 

22.3In the case of a disclosure of Confidential Information by China Eastern, any Seller or the Consenting Party in connection with any filing required to be made with any governmental or regulatory agency, China Eastern, such Seller and the Consenting Party shall use their best efforts to limit the disclosure of the Confidential Information to the minimum that is legally required. China Eastern agrees that prior to any such disclosure or filing, Airbus and China Eastern shall jointly review and agree on the Confidential Information to be filed or disclosed.

 

22.4The provisions of this Clause 22 shall survive any termination of this Agreement for a period of twelve (12) years after the date of Delivery of the last Aircraft to be delivered under this Agreement.

 

23.LAW AND JURISDICTION

 

23.1This Agreement and the relationship between the parties shall be governed by and construed in accordance with English law.

 

23.2The courts of England are to have jurisdiction to settle any disputes arising under or in connection with this Agreement and each party submits to the non-exclusive jurisdiction of the English courts with respect to such disputes

 

Aircraft Sale and Purchase Agreement
Reference CT1242070		19
 

 

23.3Each party:

 

23.3.1waives objection to the English courts on grounds of forum non conveniens or otherwise as regards proceedings in connection with this Agreement;

 

23.3.2agrees that a judgment or order of an English court in connection with this Agreement is conclusive and binding on it and may be enforced against it in the courts of any other jurisdiction.

 

23.4Without prejudice to any other mode of service allowed under any relevant law:

 

23.4.1China Eastern, the Sellers and the Consenting Party appoint China Eastern Airlines London Office of 37-39 George Street, London, W1U 3QD, United Kingdom as their agent for service of process in relation to any proceedings before the English courts in connection with any Sale Document; and

 

23.4.2Airbus appoints Airbus Operations Limited, New Filton House, Filton, Bristol, BS99 7AR, United Kingdom as its agent for service of process in relation to any proceedings before the English courts in connection with any Sale Document; and

 

all parties agree that failure by a process agent to notify them of the process will not invalidate the proceedings concerned.

 

IN WITNESS whereof this Agreement has been signed on the day and year first above written.

 

Aircraft Sale and Purchase Agreement
Reference CT1242070		20
 

 

SCHEDULE 1

 

AIRCRAFT

 

Part 1

 

   

1

Airframe

Make/Model

  

2
Manufacturer’s
Serial Number

  

3

Chinese

Registration

  

4

Engine

Make/Model

  

5

Delivery Location

  

6

Scheduled
Delivery Date

  

7

Gross Sale Price
(US$)

  

8

Seller

  
                                   
1.  

Bombardier

CRJ-200

   7571   B-3013   CF34-3B1   Kunming   ***   ***   CES YUNNAN  
                                   
2.  

Bombardier

CRJ-200

   7581   B-3019   CF34-3B1   Kunming   ***   ***   CES YUNNAN  
                                   
3.  

Bombardier

CRJ-200

   7596   B-3021   CF34-3B1   Kunming   ***   ***   CES YUNNAN  
                                   
4.  

Bombardier

CRJ-200

   7647   B-3070   CF34-3B1   Kunming   ***   ***   CES YUNNAN  

 

Aircraft Sale and Purchase Agreement
Reference CT1242070		21
 

 

   

1

Airframe

Make/Model

  

2
Manufacturer’s
Serial Number

  

3

Chinese

Registration

  

4

Engine

Make/Model

  

5

Delivery Location

  

6

Scheduled
Delivery Date

  

7

Gross Sale Price
(US$)

  

8

Seller

  
                                   
5.  

Bombardier

CRJ-200

   7684   B-3071   CF34-3B1   Kunming   ***   ***   CES YUNNAN  
                                   
6.  

Bombardier

CRJ-200

   7453   B-3018   CF34-3B1   Shanghai   ***   ***  

SHANGHAI

AIRLINES

  
                                   
7.  

Bombardier

CRJ-200

   7459   B-3020   CF34-3B1   Shanghai   ***   ***  

SHANGHAI

AIRLINES

  
                                   
8.  

Bombardier

CRJ-200

   7556   B-3011   CF34-3B1   Shanghai   ***   ***  

SHANGHAI

AIRLINES

  
                                   
9.  

Embraer

ERJ-145

   14500839   B-3049   AE3007A1   Nanjing   ***   ***   CES JIANGSU  
                                   
10.  

Embraer

ERJ-145

   14500848   B-3050   AE3007A1   Nanjing   ***   ***   CES JIANGSU  

 

Aircraft Sale and Purchase Agreement
Reference CT1242070		22
 

 

   

1

Airframe

Make/Model

  

2
Manufacturer’s
Serial Number

  

3

Chinese

Registration

  

4

Engine

Make/Model

  

5

Delivery Location

  

6

Scheduled
Delivery Date

  

7

Gross Sale Price
(US$)

  

8

Seller

  
                                   
11.  

Embraer

ERJ-145

   14500898   B-3051   AE3007A1   Nanjing   ***   ***   CES JIANGSU  
                                   
12.  

Embraer

ERJ-145

   14500905   B-3052   AE3007A1   Nanjing   ***   ***   CES JIANGSU  
                                   
13.  

Embraer

ERJ-145

   14500882   B-3053   AE3007A1   Nanjing   ***   ***   CES JIANGSU  
                                   
14.  

Embraer

ERJ-145

   14500921   B-3055   AE3007A1   Wuhan   ***    ***   CES WUHAN  
                                   
15.  

Embraer

ERJ-145

   14500928   B-3056   AE3007A1   Wuhan   ***    ***   CES WUHAN  
                                   
16.  

Embraer

ERJ-145

   14500932   B-3057   AE3007A1   Wuhan    ***    ***   CES WUHAN  

 

Aircraft Sale and Purchase Agreement
Reference CT1242070		23
 

 

   

1

Airframe

Make/Model

  

2
Manufacturer’s
Serial Number

  

3

Chinese

Registration

  

4

Engine

Make/Model

  

5

Delivery Location

  

6

Scheduled
Delivery Date

  

7

Gross Sale Price
(US$)

  

8

Seller

  
                                   
17.  

Embraer

ERJ-145

   14500958   B-3058   AE3007A1   Wuhan   ***   ***   CES WUHAN  
                                   
18.  

Embraer

ERJ-145

   14500949   B-3059   AE3007A1   Wuhan   ***   ***   CES WUHAN  

  

Aircraft Sale and Purchase Agreement
Reference CT1242070		24
 

 

Part 2

 

Engine Make/Model: CF34-3B1 (16 of the following 19 engine pool)

 

Engine Serial Numbers
 
873589 873246
873161 873493
872856 872878
873195 873387
873235 872855
873390 873123
873164 872877
873234 873118
873490 873388
873200  

 

Engine Make/Model: AE3007A1 (20 of the following 24 engine pool)

 

Engine Serial Numbers
 
CAE-312818 CAE-312866 CAE-313006 CAE-312963
CAE-312819 CAE-312878 CAE-313014 CAE-312979
CAE-312853 CAE-312854 CAE-312952 CAE-312855
CAE-312938 CAE-312940 CAE-313013 CAE-312863
CAE-312777 CAE-313005 CAE-312957 CAE-312982
CAE-312861 CAE-313039 CAE-312980 CAE-313040

 

Aircraft Sale and Purchase Agreement
Reference CT1242070		25
 

 

SCHEDULE 2

 

CHINA EASTERN REPRESENTATIONS AND WARRANTIES

 

China Eastern represents and warrants to Airbus that:

 

(a)Status: China Eastern and each Seller are companies duly incorporated under the laws of China and each Seller is a wholly owned subsidiary of China Eastern;

 

(b)Power and authority: China Eastern and each Seller have the power to: (i) enter into and perform and have taken all necessary action to authorise the entry into, performance and delivery of this Agreement and the other Sale Documents to which they are party; (ii) to own their assets; and (iii) carry on their business as it is being conducted;

 

(c)Legal validity: this Agreement and the other Sale Documents to which China Eastern and each Seller are party constitute, or when entered into will constitute, China Eastern’s and/or such Seller’s legal, valid and binding obligation;

 

(d)Non-conflict: neither the execution and delivery of this Agreement or any of the other Sale Documents to which China Eastern or any Seller is party, nor the performance of any of the obligations contained herein or therein will contravene any law, judgement or order by which China Eastern or such Seller or any of their assets is bound or affected; and

 

(e)No immunity:

 

(i)China Eastern and each Seller are subject to civil commercial law with respect to their obligations under this Agreement and the other Sale Documents to which they are party; and

 

(ii)none of China Eastern, each Seller nor any of their assets are entitled to any right of immunity, and the entry into and performance of this Agreement and the other Sale Documents to which they are party constitute private and commercial acts.

 

(f)No Liens: at the Delivery the Aircraft shall be free and clear of all Liens.

 

Aircraft Sale and Purchase Agreement
Reference CT1242070		26
 

 

SCHEDULE 3

 

AIRBUS REPRESENTATIONS AND WARRANTIES

 

Airbus represents and warrants to China Eastern that:

 

(g)Status: Airbus is a company duly incorporated under the laws of France.

 

(h)Power and authority: Airbus has the power to enter into and perform, and has taken all necessary corporate action to (i) authorise the entry into, performance and delivery of this Agreement and the other Sale Documents to which it is party; (ii) own its assets; and (iii) carry on its business as it is being conducted.

 

(i)Legal validity: this Agreement and the other Sale Documents to which it is a party constitutes, or when entered into will constitute, Airbus’ legal, valid and binding obligations enforceable against Airbus in accordance with the terms hereof and thereof;

 

(j)Non-conflict: neither the execution and delivery of this Agreement or any of the other Sale Documents to which Airbus is party, nor the performance of any of the obligations contained herein or therein will contravene any law, judgement or order by which Airbus or any of its assets are bound or affected;

 

(k)No immunity:

 

(i)Airbus is subject to civil commercial law with respect to its obligations under this Agreement and the other Sale Documents to which it is a party; and
   
(ii)neither Airbus nor any of its assets is entitled to any right of immunity, and the entry into and performance by Airbus of this Agreement and the other Sale Documents to which it is a party constitute private and commercial acts.

 

Aircraft Sale and Purchase Agreement
Reference CT1242070		27
 

 

SCHEDULE 4

 

CHINA EASTERN CONDITIONS PRECEDENT

 

The obligation of China Eastern to sell and deliver an Aircraft or to procure the sale and delivery of an Aircraft on the terms and conditions set out in this Agreement is conditional upon satisfaction in full, on the Delivery Date, of the following conditions, each in form and substance satisfactory to China Eastern:

 

(a)Insurance: ***

 

(b)Licences, Consents and Registrations: ***

 

(c)No Default: ***

 

(d)Representations: ***

 

(e)Legality: ***

 

(f)No Total Loss or Material Damage: ***

 

(g)Gross Sale Price: ***

 

(h)Opinion ***

 

(i)Powers of Attorney: ***

 

(j)Corporate Certificate: ***

 

(k)Sale Documents: ***

 

Aircraft Sale and Purchase Agreement
Reference CT1242070		28
 

 

 

SCHEDULE 5

 

AIRBUS CONDITIONS PRECEDENT

 

The obligation of Airbus to purchase or procure the purchase of an Aircraft on the terms and conditions set out in this Agreement is conditional upon satisfaction in full, on the Delivery Date (unless otherwise stated), of the following conditions, each in form and substance satisfactory to Airbus:

 

(a)Corporate Certificate: ***

 

(b)Opinions: ***

 

(c)Licences, Consents and Registrations: ***

 

(d)***

 

(e)***

 

(i)***

 

(ii)***

 

(iii)***

 

(f)Representations: ***

 

(g)Legality: ***

 

Aircraft Sale and Purchase Agreement
Reference CT1242070		 29
 

 

(h)No Total Loss or Material Damage: ***

 

(i)Delivery Condition: ***

 

(j)Delivery Location: ***

 

(k)Process Agent: ***

 

(l)Sale Documents: ***

 

Aircraft Sale and Purchase Agreement
Reference CT1242070		 30
 

 

SCHEDULE 6

 

FORM OF BILL OF SALE

 

BILL OF SALE

 

For valuable consideration, the receipt and sufficiency of which is hereby acknowledged, [          ] (Seller), owner of the aircraft described below (hereinafter referred to as the Aircraft):

 

1.one (1) [          ] aircraft bearing manufacturer’s serial number [          ];

 

2.two (2) [         ] engines bearing manufacturer’s serial numbers [         ] and [         ];

 

3.all equipment, accessories and parts belonging to, installed in or appurtenant to such Aircraft; and

 

4.the documents, data and records relating to the Aircraft,

 

does hereby sell, grant, transfer and deliver all its right, title and interest in and to the Aircraft with full title guarantee to [          ] (the Buyer) to have and hold forever free and clear of all Liens.

 

The Seller hereby warrants to the Buyer, and its successors and assigns, that there is hereby conveyed to the Buyer, with full title guarantee, all of the Seller’s right, title and interest in and to the Aircraft free and clear of all Liens and that it will warrant and defend such title forever against all claims and demands whatsoever.

 

Unless otherwise defined herein, all capitalised terms and expressions used in this Bill of Sale shall have the meanings given in the aircraft sale and purchase agreement dated [          ] 2012 and made between China Eastern, China Eastern Aviation Import and Export Corporation and Airbus S.A.S. (the Agreement).

 

Except as otherwise provided herein or pursuant to the Agreement, the Aircraft is sold on the basis of an as is, where is sale.

 

This Bill of Sale is governed by English law.

 

IN WITNESS whereof, the Seller has caused this Bill of Sale to be duly executed at [          ] am/pm in [          ] this [          ] day of [          ]

 

SIGNED by a duly authorised representative )  
for and on behalf of )  
  )  
[          ] )  
  )     
  )  
     
in the presence of:    
     
Name:    
Address:    

 

Aircraft Sale and Purchase Agreement
Reference CT1242070		 31
 

 

SCHEDULE 7

 

FORM OF ACCEPTANCE CERTIFICATE

 

ACCEPTANCE CERTIFICATE RELATING TO ONE (1) [          ] AIRCRAFT,
MANUFACTURER’S SERIAL NUMBER [          ] (the Aircraft)

 

[          ] (the Buyer) hereby certifies that pursuant to the aircraft sale and purchase agreement dated [          ] 2012 between China Eastern Airlines Corporation Limited, China Eastern Aviation Import and Export Corporation and Airbus S.A.S. (the Agreement):

 

(a)[the Buyer has inspected the Aircraft, found it to be complete and satisfactory to it and the Aircraft conforms with the description and is in the condition and equipped as required by the Agreement];

 

(b)the Buyer has accepted delivery of the Aircraft; and

 

(c)the Buyer [has inspected, found to be complete and satisfactory to it and] has received all of the documents, data and records relating to the Aircraft as required by the Agreement.

 

Capitalised terms and expressions used in this Acceptance Certificate shall have the meanings given in the Agreement.

 

Date: [          ] 2012

 

SIGNED by a duly authorised representative )  
for and on behalf of )  
  )  
[          ] )  
  )     
  )  
     
in the presence of:    
     
Name:    
Address:    

 

Aircraft Sale and Purchase Agreement
Reference CT1242070		 32
 

 

SCHEDULE 8

 

Intentionally left blank.

 

Aircraft Sale and Purchase Agreement
Reference CT1242070		 33
 

 

SCHEDULE 9

 

DELIVERY CONDITION

 

At delivery of any Aircraft (the Delivery) the Aircraft will comply with each of the conditions set out below (the Delivery Condition). The procedures for ascertaining if the Aircraft comply with the Delivery Condition are set out in paragraphs 3, 5(b) and 6 to 10 hereunder. Except if and where otherwise expressly stated, the Delivery Condition shall be met at China Eastern’s cost.

 

All references to Airbus hereunder, in its capacity as buyer of the Aircraft, shall be deemed also to include reference to any Airbus Nominee.

 

Capitalised terms not otherwise defined in this Schedule 9 shall have the same meanings as are ascribed to them in Clause 1 of the Agreement.

 

1.General Condition

 

***

 

2.Certificate of Airworthiness Matters

 

On the Delivery Date the Aircraft shall:

 

(a)***

 

(b)***

 

3.Condition of Engines

 

(a)***

 

(b)***

 

4.Condition of APU

 

***

 

Aircraft Sale and Purchase Agreement
Reference CT1242070		 34
 

 

5.Aircraft Documents

 

(a)China Eastern shall provide to Airbus without prejudice to paragraph 12 below:

 

(i)***

 

A.***

 

B.***

 

C.***

 

D.***

 

E.***

 

F.***

 

G.***

 

H.***

 

I.***

  

(ii)with respect to Engines:-

 

A.***

 

B.***

 

C.***

 

D.***

 

E.*** and

 

(iii)With respect to the APU:-

 

A.***

 

B.***

 

C.***

 

D.***

 

(iv)***

 

(v)***

 

Aircraft Sale and Purchase Agreement
Reference CT1242070		 35
 

 

(b)***

 

6.Ground Inspection by Airbus

 

***

 

7.Operational Ground Check

 

***

 

8.Acceptance Flight

 

(a)***

 

Aircraft Sale and Purchase Agreement
Reference CT1242070		 36
 

 

(b)***

 

9.***

 

10.***

 

11.***

 

12.***

 

·***

 

·***

 

·***

 

·***

 

·***

 

·***

 

·***

 

·***

 

·***

 

·***

 

·***

 

·***

 

as long as any such finding still allows the Aircraft to be released for commercial passenger transport operations under Aviation Authority airworthiness requirements.

 

Aircraft Sale and Purchase Agreement
Reference CT1242070		 37
 

 

For any issues which may be found unresolved during inspection which China Eastern estimates are necessary to correct and/or do not allow the Aircraft to be released for commercial passenger transport operations under Aviation Authority airworthiness requirements, China Eastern shall repair or replace the part or missing item at its expense. Unless otherwise agreed between Airbus and China Eastern, Airbus shall not require financial compensation as an alternative remedy to such findings.

 

Aircraft Sale and Purchase Agreement
Reference CT1242070		 38
 

 

SCHEDULE 10

 

AIRCRAFT DOCUMENTS

 

Intentionally left blank.

 

Aircraft Sale and Purchase Agreement
Reference CT1242070		 39
 

 

EXECUTION PAGE – AIRCRAFT SALE AND PURCHASE AGREEMENT

 

Airbus    
     
SIGNED by a duly authorised representative )  
for and on behalf of )  
  )  
AIRBUS S.A.S. ) /s/ John LEAHY
  ) John LEAHY
    COO - CUSTOMERS
     
China Eastern    
     
SIGNED by a duly authorised representative )  
for and on behalf of )  
CHINA EASTERN AIRLINES
CORPORATION LIMITED		 )
)
)   		  
  )  
     
Consenting Party

SIGNED by a duly authorised representative
for and on behalf of

CHINA EASTERN AVIATION IMPORT AND
EXPORT CORPORATION		  
 
)
)
)
)
)
  )  

 

Aircraft Sale and Purchase Agreement
Reference CT1242070		 40
 

 

EXECUTION PAGE – AIRCRAFT SALE AND PURCHASE AGREEMENT

 

Sellers    
     
SIGNED by a duly authorised representative
for and on behalf of
 
CHINA EASTERN AIRLINES,
WUHAN COMPANY		 )
)
)
)
)
  )     
     
SIGNED by a duly authorised representative
for and on behalf of
 
CHINA EASTERN YUNNAN AIRLINES		 )
)
)
)
  )  
     
SIGNED by a duly authorised representative
for and on behalf of
 
CHINA EASTERN AIRLINES JIANGSU LTD.		 )
)
)
)
  )  
     
SIGNED by a duly authorised representative
for and on behalf of
 
SHANGHAI AIRLINES COMPANY LIMITED.		 )
)
)
)
  )  

 

Aircraft Sale and Purchase Agreement
Reference CT1242070		 41
 

 

TOTAL LOSS SIDE LETTER

 

To:AIRBUS S.A.S. (Airbus)

1 rond-point Maurice Bellonte 31700 Blagnac Cedex, France

 

From:CHINA EASTERN AIRLINES CORPORATION LIMITED (China Eastern)

Bai Yun Airport, Guangzhou 510405, the People’s Republic of China

 

And:CHINA EASTERN AVIATION IMPORT AND EXPORT CORPORATION

(the Consenting Party) Hongqiao International Airport, No. 2550 Hongqiao Road, Shanghai 200335, the People’s Republic of China

 

And:CHINA EASTERN AIRLINES, WUHAN COMPANY (CES WUHAN)

188 Julong Avenue, Panlongcheng Economic & Technological Development Zone, Wuhan, the People’s Republic of China

 

And:CHINA EASTERN YUNNAN AIRLINES (CES YUNNAN)

Wujiaba International Airport, Kunming, Yunnan Province, the People’s Republic of China

 

And:CHINA EASTERN AIRLINES JIANGSU LTD. (CES JIANGSU)

Lukou International Airport, Nanjing, the People’s Republic of China

 

And:SHANGHAI AIRLINES COMPANY LIMITED (SHANGHAI AIRLINES)

Room 511 Building 6 No. 92, Honggangsan Rd., Hongqiao Airport, Shanghai, the People’s Republic of China

 

23rd November 2012

 

Dear Sir or Madam,

 

1.We refer to:

 

(a)the aircraft sale and purchase agreement (the Agreement) dated today’s date entered into between Airbus, China Eastern, the Consenting Party, CES WUHAN, CES YUNNAN, CES JIANGSU and SHANGHAI AIRLINES (together the Parties) with respect to the sale and purchase of eight (8) Bombardier CRJ-200 and ten (10) Embraer ERJ-145 aircraft (together the Aircraft); and

 

(b)***

 

2.Capitalised terms used in this Side Letter and not otherwise defined herein shall have the meanings given to them in the Agreement.

 

3.***

 

(i)***

 

Total Loss Side Letter 1
 

 

(ii)***

 

4.Each Lost Aircraft Credit will be granted subject to the following conditions:

 

(a)***

 

(b)***

 

(c)***

 

(d)***

 

(e)***

 

5.Notwithstanding this Side Letter, the Agreement shall continue in full force and effect in accordance with its terms.

 

6.As between the Parties, this Side Letter forms an integral part of the arrangements contemplated by the Agreement and is a “Sale Document”.

 

7.Clauses 21 (Miscellaneous), 22 (Confidentiality) and 23 (Law and Jurisdiction) of the Agreement shall each apply to this Side Letter as if set out here in full herein, save that references to the “Agreement” shall instead be read as references to this Side Letter.

 

8.Airbus enters into the Agreement and this Side Letter in consideration of China Eastern entering into the Amendment No. 2.

 

9.If you agree to the terms of this Side Letter, please sign in acknowledgement and agreement of its terms where indicated below.

 

Total Loss Side Letter 2
 

 

EXECUTION PAGE – TOTAL LOSS SIDE LETTER

 

Yours faithfully,

 

SIGNED by a duly authorised representative
for and on behalf of
 
CHINA EASTERN AIRLINES
CORPORATION LIMITED		 )
)
)
)
)   
  )  

 

Signed in acknowledgement and agreement of the terms of this Side Letter

 

SIGNED by a duly authorised representative )  
for and on behalf of )  
  )  
AIRBUS S.A.S. )  
  )    /s/ John LEAHY
  ) John LEAHY
     
    COO - CUSTOMERS

 

Total Loss Side Letter 3
 

 

EXECUTION PAGE – TOTAL LOSS SIDE LETTER

 

Signed in acknowledgement and agreement of the terms of this Side Letter

 

SIGNED by a duly authorised representative
for and on behalf of
 
CHINA EASTERN AVIATION IMPORT AND
EXPORT CORPORATION		 )
)
)
)
)
  )  
     
SIGNED by a duly authorised representative
for and on behalf of
 
CHINA EASTERN AIRLINES,
WUHAN COMPANY		 )
)
)
)
)
  )  
     
SIGNED by a duly authorised representative
for and on behalf of
 
CHINA EASTERN YUNNAN AIRLINES		 )
)
)
)
  )  
     
SIGNED by a duly authorised representative
for and on behalf of
 
CHINA EASTERN AIRLINES JIANGSU LTD.		 )
)
)
)
  )  
     
SIGNED by a duly authorised representative
for and on behalf of
 
SHANGHAI AIRLINES COMPANY LIMITED.		 )
)
)
)
  )  

 

Total Loss Side Letter 4