Exhibit 4.40


 


		The Boeing Company

P.O. Box 3707

Seattle, WA  98124-2207
	 	 


 





SUPPLEMENTAL AGREEMENT NO. 4


 


to


 


Purchase Agreement No. 03586


 


between


 


THE BOEING COMPANY


 


and


 


XIAMEN AIRLINES


 


Relating to Boeing Model 787 Aircraft


 


THIS SUPPLEMENTAL AGREEMENT
is made between THE BOEING COMPANY, a Delaware corporation (Boeing), and Xiamen Airlines, with its principal office in the
city of Xiamen, Fujian Province, People’s Republic of China (Customer);


 


Customer and Boeing
entered into Purchase Agreement No. 03586, dated May 9, 2011, as amended, and supplemented, (Purchase Agreement)
relating to the purchase and sale of Boeing Model 787 aircraft; and this Supplemental Agreement is an amendment to and is
incorporated into the Purchase Agreement:


 


WHEREAS, the parties
desire to further amend the Purchase Agreement as set forth herein in order to add the sale of two (2) Model 787-9 aircraft,


 


NOW, THEREFORE, the
parties agree that the Purchase Agreement is amended as set forth below and otherwise agree as follows:


 


1.        Table
of Contents.


 


Remove and replace,
in its entirety, the current Table of Contents with the new Table of Contents (attached hereto), to reflect the incorporation of
this Supplemental Agreement No. 4 into the Purchase Agreement.


 


2.        Tables.


 


Remove and replace,
in its entirety, the current Table 2 with the new Table 2 (attached hereto) to reflect the incorporation of this Supplemental Agreement
No. 4 into the Purchase Agreement.


 


“[***]” This information is subject to confidential
treatment and has been omitted and filed separately with the commission


 




    	 	BOEING PROPRIETARY	 



     


    

 





 


3.        Letter
Agreements.





 


Remove, in their entirety,
the following Letter Agreements listed below to reflect the incorporation of this Supplemental Agreement No. 4 into the Purchase
Agreement.


 


	Removed Letter Agreements	 	Subject
	 	 	 
	[****************************]	 	[****************************]– Model 787-9
	 	 	 
	[****************************]	 	[****************************]– Model 787-9
	 	 	 
	[****************************]	 	[****************************]– Model 787-9
	 	 	 
	[****************************]	 	[****************************] – Model 787-9


 


Add, in their entirety,
the following Letter Agreements listed below to reflect the incorporation of this Supplemental Agreement No. 4 into the Purchase
Agreement.


 


	Added Letter Agreements	 	Subject
	 	 	 
	[****************************]	 	[****************************]– Model 787-9
	 	 	 
	[****************************]	 	[****************************]– Model 787-9
	 	 	 
	[****************************]	 	[****************************]– Model 787-9
	 	 	 
	[****************************]	 	[****************************]– Model 787-9


 


4.        Miscellaneous.


 


4.1           The
Purchase Agreement is amended as set forth above, and all other terms and conditions of the Purchase Agreement remain unchanged
and are in full force and effect. Any Tables of Contents, Tables, Supplemental Exhibits, Letter Agreements or other documents that
are listed in the Sections above are incorporated into this Supplemental Agreement by this reference.


 


4.2           This
Supplemental Agreement will become effective upon execution and receipt by both Parties.


 


“[***]” This information is subject to confidential
treatment and has been omitted and filed separately with the commission


 




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	AGREED AND ACCEPTED this	 	 
	 	 	 
	 	 	 
	Date	 	 
	 	 	 
	THE BOEING COMPANY	 	XIAMEN AIRLINES
	 	 	 
	 	 	 
	Signature	 	Signature
	 	 	 
	 	 	 
	Printed name	 	Printed name
	 	 	 
	Attorney-in-Fact	 	 
	Title	 	Title


 


“[***]” This information is subject to confidential
treatment and has been omitted and filed separately with the commission


 




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	 	 	SA NUMBER
	ARTICLES	 	 
	 	 	 
	1	Quantity, Model, Description and Inspection	 
	2	Delivery Schedule	 
	3	Price	 
	4	Payment	 
	5	Additional Terms	 
	 	 	 
	TABLES	 	 
	 	 	 
	1	Aircraft Information Table	 
	2	Aircraft Information Table – Model 787-9	SA-4
	 	 	 
	EXHIBITS	 	 
	 	 	 
	A	Aircraft Configuration	 
	A-1	Aircraft Configuration – Model 787-9	SA-3
	B	Aircraft Delivery Requirements and Responsibilities	 
	 	 	 
	SUPPLEMENTAL EXHIBITS	 
	 	 	 
	AE1	Escalation Adjustment/Airframe and Optional Features	 
	CS1	Customer Support Document	 
	EE1	Engine Escalation/Engine Warranty and Patent Indemnity	 
	SLP1	Service Life Policy Components	 



 


	 	 	SA NUMBER
	LETTER AGREEMENTS	 
	 	 	 
	LA-1002938	Payment Matters	 
	LA-1002939	787 e-Enabling Software Matters	 
	LA-1002940	EULA Special Matters	 
	LA-1002941	Liquidated Damages Non-Excusable Delay	 
	LA-1002943-R1	Performance Guarantees	SA-1
	LA-1002944	Post Delivery Software and Data Loading	 
	LA-1002945	Promotional Support	 
	LA-1002946	Seats and IFE Special Provisions	 


 


“[***]” This information is subject to confidential
treatment and has been omitted and filed separately with the commission


 




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	 	 	SA NUMBER
	LETTER AGREEMENTS (continued)	 
	LA-1002947	787 Spare Parts Commitments	 
	LA-1002948	Spare Parts Initial Provisioning	 
	LA-1002949	Special Matters	 
	LA-1002951-R1	Special Escalation Program	SA-1
	LA-1002992	AGTA Terms Revisions	 
	LA-1003255	Government Approval Matters	 
	LA-1104435	Delivery Flight Fuel Mileage Verification	 
	LA-1104525	Clarifications and Understandings	 
	LA-1104526	Purchase Rights	 
	LA-1104527	Cruise Range Remedy	 
	LA-1300551	Boeing Purchase of BFE	SA-2
	LA-1501312	Applicability Matters – Model 787-9	SA-3
	LA-1501313 R1	Open Configuration Matters – Model 787-9	SA-4
	LA-1501314 R1	Special Escalation Program – Model 787-9	SA-4
	LA-1501315 R1	Customer Support Matters – Model 787-9	SA-4
	LA-1501316 R1	Special Matters – Model 787-9	SA-4
	LA-1501317	Liquidated Damages Non-Excusable Delay – Model 787-9	SA-3
	LA-1501318	Performance Guarantees – Model 787-9	SA-3
	LA-1501319	Agreement for Deviation from the Block Fuel Guarantee – Model 787-9	SA-3
	LA-1501320	Delivery Flight Fuel Mileage Verification – Model 787-9	SA-3
	LA-1501321	Promotional Support – Model 787-9	SA-3
	LA-1501322	Right to Purchase Additional Model 787-9 Aircraft	SA-3


 


“[***]” This information is subject to confidential
treatment and has been omitted and filed separately with the commission


 




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(REFERENCE ONLY)


 


	REMOVED TABLES & LETTER AGREEMENTS	 	REMOVED BY SA NUMBER
	 	 	 	 
	Table 2	Aircraft Information Table_Trent 1000-A	 	SA-1
	 	 	 	 
	EE2.	Engine Esc/Engine Warranty & Patent Indemnity_Trent 1000-A	 	SA-1
	 	 	 	 
	LA-1003275	Alternate Engine Selection	 	SA-1
	 	 	 	 
	LA-1002942	787 Open Configuration Matters	 	SA-2


 


“[***]” This information is subject to confidential
treatment and has been omitted and filed separately with the commission


 




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		The Boeing Company

P.O. Box 3707

Seattle, WA  98124-2207
	 	 


 



Table
2 to


Purchase
Agreement No. PA-03586


787-9
Aircraft Delivery, Description, Price and Advance Payments


 


	Airframe Model/MTOW:	787-9	545,000 pounds	 	Detail Specification:	787B1-4102 Rev. R (12/5/2014)
	Engine Model/Thrust:	GENX-1B74/75	74,100 pounds	 	Airframe Price Base Year/Escalation Formula:	[**************]	[**************]
	Airframe Price:	 	[**************]	 	Engine Price Base Year/Escalation Formula:	[**************]	787 ECI-W Eng  
	Optional Features:	 	[**************]	 	 	 	 
	Sub-Total of Airframe and Features:	[**************]	 	Airframe Escalation Data:	 	 
	Engine Price (Per Aircraft):	[**************]	 	[**************]	[**************]	 
	Aircraft Basic Price (Excluding BFE/SPE):	[**************]	 	[**************]	[**************]	 
	Buyer Furnished Equipment (BFE) Estimate:	[**************]	 	Engine Escalation Data:	 	 
	In-Flight Entertainment (IFE) Estimate:	[**************]	 	[**************]	[**************]	 
	 	 	 	 	[**************]	[**************]	 


 


“[***]”
This information is subject to confidential treatment and has been omitted and filed separately with the commission

 


	 	 	 	 	Escalation	 	Escalation	 	                         	 	Escalation Estimate	 	Advance Payment Per Aircraft (Amts. Due/Mos.
    Prior to Delivery):
	Delivery	 	Number of 	 	Factor	 	Factor	 	 	 	Adv Payment Base	 	At Signing	 	24 Mos.	 	21/18/12/9/6 Mos.	 	Total
	Date	 	Aircraft	 	(Airframe)	 	(Engine)	 	 	 	Price Per A/P	 	[**************]	 	[**************]	 	[**************]	 	[**************]
	Dec-2016	 	1	 	[**************]	 	[**************]	 	 	 	[**************]	 	[**************]	 	[**************]	 	[**************]	 	[**************]
	Jan-2017	 	1	 	[**************]	 	[**************]	 	 	 	[**************]	 	[**************]	 	[**************]	 	[**************]	 	[**************]
	Apr-2017	 	1	 	[**************]	 	[**************]	 	 	 	[**************]	 	[**************]	 	[**************]	 	[**************]	 	[**************]
	Sep-2017	 	1	 	[**************]	 	[**************]	 	 	 	[**************]	 	[**************]	 	[**************]	 	[**************]	 	[**************]
	*Mar-2018	 	1	 	[**************]	 	[**************]	 	 	 	[**************]	 	[**************]	 	[**************]	 	[**************]	 	[**************]
	*Apr-2018	 	1	 	[**************]	 	[**************]	 	 	 	[**************]	 	[**************]	 	[**************]	 	[**************]	 	[**************]
	Total:	 	6	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 


 


Any revision to the above Aircraft deliveries is subject to
Boeing’s confirmation related to providing the[*****************************************], Special Escalation Program.


 


* Delivery date is Nominal and subject to adjustment one month
earlier or later at 24 months notice per [**************************************].


 


“[***]” This information is subject to confidential
treatment and has been omitted and filed separately with the commission 










 




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XIA-PA-03586-LA-1501313 R1


 


Xiamen Airlines


22 Dailiao Road


Xiamen, Fujian Province, 361006


People’s Republic of China


 


		Subject:	Open Configuration Matters – Model 787-9



 


		Reference:	Purchase Agreement No. PA-03586 (Purchase Agreement) between The Boeing Company (Boeing)
and Xiamen Airlines (Customer) relating to Model 787-9 Aircraft (787-9 Aircraft)



 


This letter agreement
(Letter Agreement) amends and supplements the Purchase Agreement. All terms used but not defined in this Letter Agreement
will have the same meaning as in the Purchase Agreement.


 


1.     Aircraft
Delivery Schedule.


 


The scheduled delivery positions for the
Aircraft listed in Table 2 of the Purchase Agreement with delivery dates of March 2018 and April 2018, as of the date of
this Letter Agreement, provide the delivery schedule in nominal delivery months (Nominal Delivery Month), [******************************************************].
[***************************] to the Nominal Delivery Month Boeing will provide written notice to Customer with a revised
Table 2 of the scheduled delivery month, as necessary, for each Aircraft. Such notice provided by Boeing will constitute an amendment
to the Table 2 of the Purchase Agreement.


 


2.     Aircraft
Configuration.


 


2.1     Initial
Configuration. The initial configuration of Customer's Model 787-9 Aircraft has been defined by Boeing [******************************************************************************],
which reflects the Boeing baseline Model 787-9 [*************************] of the Purchase Agreement. Given the period of
time between Purchase Agreement signing and delivery of the first Aircraft, the final configuration of the Customer’s Aircraft
has not yet been defined.


 


2.2     Final
Configuration Schedule. Customer and Boeing hereby agree to complete the configuration of the Aircraft using the then-current
Boeing configuration documentation (Final Configuration) in accordance with the following schedule:


 


2.2.1     [**********************************]
Aircraft's scheduled delivery month, Boeing and Customer will discuss potential optional features.


 


“[***]” This information is subject to confidential
treatment and has been omitted and filed separately with the commission


 




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2.2.2     Within
[*******************************************************], Boeing will provide Customer with a proposal for those optional features
that can be incorporated into the Aircraft during production.


 


2.2.3     Customer
will then have [*****************************] to accept or reject the optional features.


 


3.     Amendment
of the Purchase Agreement.


 


Within [*********************************]
Final Configuration, Boeing and Customer will execute a written amendment to the Purchase Agreement which will reflect the following:


 


3.1     Changes
applicable to the basic Model 787 aircraft which are developed by Boeing between the date of signing of the Purchase Agreement
and date of Final Configuration;


 


3.2     Incorporation
into [****************] of the Purchase Agreement, by written amendment, those optional features which have been agreed to by Customer
and Boeing pursuant to Article 1.2 above (Customer Configuration Changes);


 


3.3     Revisions
to the Performance Guarantees to reflect the effects, if any, on Aircraft performance resulting from the incorporation of the Customer
Configuration Changes and inclusion of a mission payload guarantee representing Customer’s operation on the Fuzhou (FOC)
to New York (JFK) route; and


 


3.4     Changes
to the [**********************************************************] of the Aircraft to adjust for the difference, if any, [*******************************************************]
for [******************************************] and [*************************************] Customer Configuration Changes.


 


4.     Assignment.


 


Except for an assignment
by Customer to a wholly-owned subsidiary as permitted under Article 9, entitled “Assignment, Resale, or Lease”
of the AGTA, this Letter Agreement is provided as an accommodation to Customer in consideration of Customer becoming the operator
of the 787-9 Aircraft and cannot be assigned in whole or in part.


 


5.     Confidential
Treatment.


 


Customer understands and agrees that the
information contained herein represents confidential business information and has value precisely because it is not available generally
or to other parties. Customer agrees to limit the disclosure of its contents to employees of Customer with a need to know the contents
for purposes of helping Customer perform its obligations under the Purchase Agreement and who understand they are not to disclose
its contents to any other person or entity without the prior written consent of Boeing.


 


“[***]” This information is subject to confidential
treatment and has been omitted and filed separately with the commission


 




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Very truly yours,


 


	THE BOEING COMPANY	 
	 	 	 
	By	 	 
	 	 	 
	Its	Attorney-In-Fact	 
	 	 
	ACCEPTED AND AGREED TO this	 
	 	 	 
	Date:	 	 
	 	 
	XIAMEN AIRLINES	 
	 	 	 
	By	 	 
	 	 	 
	Its	 	 


 


“[***]” This information is subject to confidential
treatment and has been omitted and filed separately with the commission


 




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XIA-PA-03586-LA-1501314 R1


 


Xiamen Airlines


22 Dailiao Road


Xiamen, Fujian Province, 361006


People’s Republic of China


 


		Subject:	Special Escalation Program – Model 787-9



 


		Reference:	Purchase Agreement No. PA-03586 (Purchase Agreement) between The Boeing Company (Boeing)
and Xiamen Airlines (Customer) relating to Model 787-9 aircraft (787-9 Aircraft)



 


This letter agreement
(Letter Agreement) amends and supplements the Purchase Agreement. All terms used but not defined in this Letter Agreement
shall have the same meaning as in the Purchase Agreement.


 


787-9 Aircraft Applicability.


 


Per the terms of letter agreement to the
Purchase Agreement XIA-PA-03586-LA-1501316R1, Special Matters, the terms of this Letter Agreement are applicable only to
the six (6) firm 787-9 Aircraft included in Table 2 of the Purchase Agreement (Capped Period) at the time
of signing (Program 787-9 Aircraft).


 


1.     [******************].


 


Boeing will [**********************]
in [****************************************] based on Boeing’s then current standard [************************]. Only [**********************]
shall be used to conduct the [*********************] performed in accordance with Article 2.1, below, for a given Program
787-9 Aircraft. The [***************************] applicable to a given Program 787-9 Aircraft is set forth in the Attachment.


 


2.     [**********************************************************]


 


2.1     If
[*********************], projects a [*********************] that [*********************] the cumulative [*********************]
[*********************], as set forth in the Attachment, for the [*********************] of any Program 787-9 Aircraft that is
scheduled to deliver within the time period applicable to [*********************], as set forth in the Attachment, then Boeing
[*********************] to the Customer by the [*********************]. Such [*********************] shall, in Boeing's sole discretion,
either:


 


2.1.1     [*********************]
applicable to the [*********************] for such affected Program 787-9 Aircraft to [*********************] cumulative [*********************]as
set forth in the Attachment; or


 


“[***]” This information is subject to confidential
treatment and has been omitted and filed separately with the commission


 




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2.1.2     propose
a mutually agreeable [*********************].


 


2.1.3     If
neither 2.1.1 or 2.1.2 occurs, then [*********************] to [*********************] Program 787-9 Aircraft.


 


2.2     If
Boeing provides Customer the option described in Article 2.1 above, then Customer shall notify Boeing in writing of its election
to exercise the option contained in Article 2.1.1 or 2.1.2 above [*********************] of its receipt of the [*********************]
Boeing. In the event Customer exercises its option in accordance with Article 2.1.3 above, then: (i) Boeing [*********************],
without [*********************] to [*********************] [*********************] for the [*********************] 787-9 Aircraft,
and (ii) Customer [*********************] for any and all [*********************] levied by [*********************] for [*********************].
If requested, Boeing will [*********************] in working with [*********************] to [*********************].


 


2.2.1     Within
[*********************] of Boeing’s receipt of Customer’s [*********************] for any such [*********************]
787-9 Aircraft under Article 2.2 above, Boeing may elect by written notice to Customer [*********************] Customer [*********************]
to [*********************] 787-9 Aircraft at [*********************], or [*********************], by Customer.


 


2.2.2     Should
Customer [*********************] to Boeing in accordance with Article 2.2 above, then the [*********************]for the [*********************]
and [*********************] for such Program 787-9 Aircraft [*********************] in accordance with [*********************].


 


2.2.3     If
Customer and Boeing [*********************], as described in Article 2.1.2 above, and the [*********************]is [*********************]to
the [*********************][*********************] at delivery of such Program Aircraft, then the [*********************] will
be determined as described in paragraph 3 below for such Program Aircraft.


 


3.     [*********************]


 


If the escalation forecast
projects a [*********************] that is [*********************] to the [*********************] [*********************], as set
forth in the Attachment, for the scheduled [*********************] of any Program 787-9 Aircraft that is scheduled to deliver within
the time period applicable to such [*********************], as set forth in the Attachment, then Boeing [*********************]
for the [*********************] and [*********************] of each Program 787-9 Aircraft, in accordance with the terms in both
3.1 and 3.2 below.


 


3.1     The
[*********************] for the [*********************] and [*********************] of each Program 787-9 Aircraft will be capped
during the Capped Period at a fixed rate [*********************][*********************] resulting in the [*********************]
set forth in the Attachment ([*********************]).


 


“[***]” This information is subject to confidential
treatment and has been omitted and filed separately with the commission


 




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3.2     In
case the [*********************] may drop below the Capped Factor, Boeing will, at time of the Program 787-9 Aircraft [*********************],
calculate the [*********************] of the [*********************] and [*********************] using (i) [*********************]
in accordance with the provisions of Supplemental Exhibit AE1 to the Purchase Agreement ([*********************]) and (ii) the
[*********************]. The [*********************] will include the [*********************] and [*********************] utilizing
the [*********************] or the [*********************], whichever [*********************].


 


4.     Applicability
to Other Financial Consideration.


 


The [*********************]
for any other sum, identified in the Purchase Agreement as subject to [*********************] pursuant to Supplemental Exhibit AE1,
and which pertains to the Program 787-9 Aircraft shall be calculated using the [*********************] established in this Letter
Agreement for such Program 787-9 Aircraft notwithstanding any other provisions of the Purchase Agreement to the contrary.


 


5.     Assignment.


 


Except for an assignment
by Customer to a wholly-owned subsidiary as permitted under Article 9, entitled “Assignment, Resale, or Lease”
of the AGTA, this Letter Agreement is provided as an accommodation to Customer in consideration of Customer becoming the operator
of the Program 787-9 Aircraft and cannot be assigned in whole or in part.


 


6.     Confidential
Treatment.


 


Customer understands and agrees that the information contained
herein represents confidential business information and has value precisely because it is not available generally or to other parties.
Customer agrees to limit the disclosure of its contents to employees of Customer with a need to know the contents for purposes
of helping Customer perform its obligations under the Purchase Agreement and who understand they are not to disclose its contents
to any other person or entity without the prior written consent of Boeing.


 


“[***]” This information is subject to confidential
treatment and has been omitted and filed separately with the commission


 




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Very truly yours,


 


	THE BOEING COMPANY	 
	 	 	 
	By	 	 
	 	 	 
	Its	Attorney-In-Fact	 
	 	 
	ACCEPTED AND AGREED TO this	 
	 	 	 
	Date:	 	 
	 	 
	XIAMEN AIRLINES	 
	 	 	 
	By	 	 
	 	 	 
	Its	 	 


 


Attachment


 


“[***]” This information is subject to confidential
treatment and has been omitted and filed separately with the commission


 




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		The Boeing Company

P.O. Box 3707

Seattle, WA  98124-2207
	 	 


 


ATTACHMENT to XIA-PA-03586-LA-1501314
R1


 


Escalation Forecast & Escalation
Notice Date


 


	[******]	 	Applicable to Program 787-9 Aircraft

Delivering in Time Period	 	
        [******]

        Notice Date

	Feb 2015	 	August 2016 through January 2017	 	[******]
	Aug 2015 	 	February 2017 through July 2017	 	[******]
	Feb 2016	 	August 2017 through January 2018	 	[******]
	Aug 2016	 	February 2018 through July 2018	 	[******]


 


Escalation Factors


 


	Delivery

Date	 	[******]	 	[******]
	Dec-16	 	[******]	 	[******]
	Jan-17	 	[******]	 	[******]
	Feb-17	 	[******]	 	[******]
	Mar-17	 	[******]	 	[******]
	Apr-17	 	[******]	 	[******]
	May-17	 	[******]	 	[******]
	Jun-17	 	[******]	 	[******]
	Jul-17	 	[******]	 	[******]
	Aug-17	 	[******]	 	[******]
	Sep-17	 	[******]	 	[******]
	Oct-17	 	[******]	 	[******]
	Nov-17	 	[******]	 	[******]
	Dec-17	 	[******]	 	[******]
	Jan-18	 	[******]	 	[******]
	Feb-18	 	[******]	 	[******]
	Mar-18	 	[******]	 	[******]
	Apr-18	 	[******]	 	[******]
	May-18	 	[******]	 	[******]


 


“[***]” This information is subject to confidential
treatment and has been omitted and filed separately with the commission


 




    	 	BOEING PROPRIETARY	 



     


    

 





 


XIA-PA-03586-LA-1501315 R1


 


Xiamen Airlines


22 Dailiao Road


Xiamen, Fujian Province, 361006


People’s Republic of China


 


		Subject:	Customer Support Matters –
                                         Model 787-9



 


		Reference:	Purchase Agreement No. PA-03586 (Purchase Agreement) between The Boeing Company (Boeing)
and Xiamen Airlines (Customer) relating to Model 787-9 Aircraft (787-9 Aircraft)



 


This letter agreement
(Letter Agreement) amends and supplements the Purchase Agreement. All terms used but not defined in this Letter Agreement
will have the same meaning as in the Purchase Agreement.


 


1.     Customer
currently operates a Model 787-8 aircraft, the same model type as the 787-9 Aircraft. In support of the 787-9 Aircraft, Boeing
offers the additional customer support provided in this Letter Agreement.


 


2.     As presented in letter agreement to the Purchase [*********************************************************************************].
Customer may [*****************************] for any of the training courses described on the Attachment to this Letter Agreement
[*********************************] on the Attachment or [**************************] described in [*******************************]
to the Purchase Agreement. At the end of the [******************************************].


 


3.     Minor
Model Difference Training and Entitlements.


 


3.1     Maintenance
Planning Assistance. Upon request, Boeing will provide [*********************************************************************************]
resulting from [************************************************] Aircraft and Customer’s [*****************].


 


3.2     ETOPS
Maintenance Planning Assistance. Upon request, Boeing will provide assistance in [********************************************]
[***************************] resulting from [*********************************] between the [***************************].


 


3.3     GSE/Shops/Tooling
Consulting. Upon request, Boeing will provide [***********************************************************************************************

*******************************************************************************************].


 


“[***]” This information is subject to confidential
treatment and has been omitted and filed separately with the commission


 




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3.4     Flight
Operations Services. Boeing will [*************************************************************] provided with previously delivered
Model 787-8 aircraft.





 


3.5     Technical
Data and Maintenance Information. Boeing will provide [*************************************************] to that traditionally
provided. Boeing (i) will provide such data and information through [*********************************], and (ii) [******************************************************************],
both at its sole discretion. Boeing may [**************************************************], as applicable, previously provided
technical data and maintenance information.


 


3.6     Spares.
Boeing [********************************], the customized Recommended Spares Parts List (RSPL).


 


4.     Assignment.


 


Notwithstanding any
other provisions of the Purchase Agreement, the rights and obligations described in this Letter Agreement are provided to Customer
in consideration of Customer becoming the owner or operator of the 787-9 Aircraft and cannot be assigned in whole or, in part.


 


5.     Confidential
Treatment.


 


Customer understands
and agrees that the information contained herein represents confidential business information and has value precisely because it
is not available generally or to other parties. Customer agrees to limit the disclosure of its contents to employees of Customer
with a need to know the contents for purposes of helping Customer perform its obligations under the Purchase Agreement and who
are under an obligation not to disclose its contents to any other person or entity without the prior written consent of Boeing.


 


“[***]” This information is subject to confidential
treatment and has been omitted and filed separately with the commission


 




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Very truly yours,


 


	THE BOEING COMPANY	 
	 	 	 
	By	 	 
	 	 	 
	Its	Attorney-In-Fact	 
	 	 
	ACCEPTED AND AGREED TO this	 
	 	 	 
	Date:	 	 
	 	 
	XIAMEN AIRLINES	 
	 	 	 
	By	 	 
	 	 	 
	Its	 	 


 


Attachment


 


“[***]” This information is subject to confidential
treatment and has been omitted and filed separately with the commission


 




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ATTACHMENT


787 DIFFERENCES TRAINING POINTS MENU


 


	787 Training Courses	 	Per Class

Student

Maximum	 	[*****]*
	Maintenance	 	 	 	 
	787-8 to 787-9 or 787-9 to 787-8 Maintenance Training Differences Class	 	[***]	 	[***]


 


*[*************] are based upon training conducted according
to Boeing’s standard training courses. Extended or modified courses will require point adjustment to reflect altered work
statement or duration.


 


The courses and products listed in this Attachment are subject
to change from time to time as new courses are added and courses are removed. Boeing reserves the right to change course offering
at its own discretion.


 


“[***]” This information is subject to confidential
treatment and has been omitted and filed separately with the commission


 




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XIA-PA-03586-LA-1501316 R1


 


Xiamen Airlines


22 Dailiao Road


Xiamen, 361006


Fujian Province


People’s Republic of China


 


		Subject:	Special Matters – Model 787-9



 


		Reference:	Purchase Agreement No. PA-03586 (Purchase Agreement) between The Boeing Company (Boeing)
and Xiamen Airlines (Customer) relating to Model 787-9 aircraft (787-9 Aircraft)



 


This letter agreement
(Letter Agreement) amends and supplements the Purchase Agreement. All terms used but not defined in this Letter Agreement
shall have the same meaning as in the Purchase Agreement.


 


1.          Credit
Memoranda.


 


1.1     [**************************].
At [**************************] of each 787-9 Aircraft, Boeing [**************************] in the amount of [**************************].


 


1.2     [**************************].
At [**************************] of each 787-9 Aircraft, Boeing [**************************] in the amount of [**************************].


 


1.3     [**************************].
At [**************************] of each 787-9 Aircraft, Boeing [**************************] in the amount of [**************************].


 


1.4     [**************************].
At [**************************] of each 787-9 Aircraft, Boeing [**************************] in the amount of [**************************].


 


1.5     [**************************].
At [**************************] of each 787-9 Aircraft, Boeing [**************************] in the amount of [**************************].


 


1.6     [**************************].
At [**************************] of each 787-9 Aircraft, Boeing [**************************] in the amount of [**************************].


 


“[***]” This information is subject to confidential
treatment and has been omitted and filed separately with the commission


 




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2.     [**************************].





 


Unless otherwise noted,
the amounts of the Credit Memoranda stated in paragraphs 1.1 through 1.6 of this Letter Agreement are [**********************]
and will be [**********************] of the respective 787-9 Aircraft delivery pursuant to the [**********************] set forth
in the Purchase Agreement applicable to the 787-9 Aircraft. The [**********************] may, at the election of Customer, be (i) applied
against the 787-9 [**********************] respective 787-9 Aircraft [**********************], or (ii) used for the [**********************]
([**********************]).


 


3.     [**************************].


 


As a special consideration for Customer’s
purchase of the [**********************] to the Purchase Agreement which support Customer’s launch of international operations,
Boeing is pleased to provide the [**********************] in accordance with the terms under [**********************] to the Purchase
Agreement [**********************], [**********************]. Generally, under the terms of the above [**********************]
letter agreement, there is a [**********************] and [**********************] for [**********************].


 


4.     [**************************].


 


As a special consideration
for Customer’s purchase of the [**********************] Aircraft which supplement its fleet of [**********************] aircraft
and to address the Customer’s [**********************] a [**********************], Boeing is pleased to provide to Customer
an [**********************] for use in accordance with the terms under [**********************] to the [**********************],
[**********************].


 


5.     [**************************].


 


At time of delivery of
any Purchase Right 787-9 Aircraft, under the terms of letter agreement to the Purchase Agreement [**********************] title
“[**********************]”, Boeing will provide a [**********************] that will be determined [**********************]
at [**********************] for the [**********************] 787-9 aircraft [**********************] [**********************].
This [**********************] will be [**********************] and will [**********************] in accordance with the [**********************].


 


6.     Assignment.


 


Unless otherwise noted
herein, the Credit Memoranda described in this Letter Agreement are provided as a financial accommodation to Customer and in consideration
of Customer’s taking title to the 787-9 Aircraft at time of delivery and becoming the operator of the 787-9 Aircraft. This
Letter Agreement cannot be assigned, in whole or in part, without the prior written consent of Boeing.


 


“[***]” This information is subject to confidential
treatment and has been omitted and filed separately with the commission


 




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7.     Confidentiality


 


Customer understands
and agrees that the information contained herein represents confidential business information and has value precisely because it
is not available generally or to other parties. Customer agrees to limit the disclosure of its contents to employees of Customer
with a need to know the contents for purposes of helping Customer perform its obligations under the Purchase Agreement and who
understand they are not to disclose its contents to any other person or entity without the prior written consent of Boeing. In
addition to any equitable relief that may be available to Boeing in the event of a breach of this clause, Boeing may rescind the
Basic Credit Memorandum contained in paragraph 1.1 above, in the event of any unauthorized disclosure by Customer.


 


Very truly yours,


 


	THE BOEING COMPANY	 
	 	 	 
	By	 	 
	 	 	 
	Its	Attorney-In-Fact	 
	 	 
	ACCEPTED AND AGREED TO this	 
	 	 	 
	Date:	 	 
	 	 
	XIAMEN AIRLINES	 
	 	 	 
	By	 	 


 


“[***]” This information is subject to confidential
treatment and has been omitted and filed separately with the commission


 




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	 	BOEING PROPRIETARY	 



     


    

 





 


XIA-PA-03586-LA-1501316 R1


 


Xiamen Airlines


22 Dailiao Road


Xiamen, 361006


Fujian Province


People’s Republic of China


 


		Subject:	Special Matters – Model 787-9



 


		Reference:	Purchase Agreement No. PA-03586 (Purchase Agreement) between The Boeing Company (Boeing)
and Xiamen Airlines (Customer) relating to Model 787-9 aircraft (787-9 Aircraft)



 


This letter agreement
(Letter Agreement) amends and supplements the Purchase Agreement. All terms used but not defined in this Letter Agreement
shall have the same meaning as in the Purchase Agreement.


 


1.          Credit
Memoranda.


 


1.1     [**************************].
At [**************************] of each 787-9 Aircraft, Boeing [**************************] in the amount of [**************************].


 


1.2     [**************************].
At [**************************] of each 787-9 Aircraft, Boeing [**************************] in the amount of [**************************].


 


1.3     [**************************].
At [**************************] of each 787-9 Aircraft, Boeing [**************************] in the amount of [**************************].


 


1.4     [**************************].
At [**************************] of each 787-9 Aircraft, Boeing [**************************] in the amount of [**************************].


 


1.5     [**************************].
At [**************************] of each 787-9 Aircraft, Boeing [**************************] in the amount of [**************************].


 


1.6     [**************************].
At [**************************] of each 787-9 Aircraft, Boeing [**************************] in the amount of [**************************].


 


“[***]” This information is subject to confidential
treatment and has been omitted and filed separately with the commission


 




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2.     [**************************].





 


Unless otherwise noted,
the amounts of the Credit Memoranda stated in paragraphs 1.1 through 1.6 of this Letter Agreement are [**********************]
and will be [**********************] of the respective 787-9 Aircraft delivery pursuant to the [**********************] set forth
in the Purchase Agreement applicable to the 787-9 Aircraft. The [**********************] may, at the election of Customer, be (i) applied
against the 787-9 [**********************] respective 787-9 Aircraft [**********************], or (ii) used for the [**********************]
([**********************]).


 


3.     [**************************].


 


As a special consideration for Customer’s
purchase of the [**********************] to the Purchase Agreement which support Customer’s launch of international operations,
Boeing is pleased to provide the [**********************] in accordance with the terms under [**********************] to the Purchase
Agreement [**********************], [**********************]. Generally, under the terms of the above [**********************]
letter agreement, there is a [**********************] and [**********************] for [**********************].


 


4.     [**************************].


 


As a special consideration
for Customer’s purchase of the [**********************] Aircraft which supplement its fleet of [**********************] aircraft
and to address the Customer’s [**********************] a [**********************], Boeing is pleased to provide to Customer
an [**********************] for use in accordance with the terms under [**********************] to the [**********************],
[**********************].


 


5.     [**************************].


 


At time of delivery of
any Purchase Right 787-9 Aircraft, under the terms of letter agreement to the Purchase Agreement [**********************] title
“[**********************]”, Boeing will provide a [**********************] that will be determined [**********************]
at [**********************] for the [**********************] 787-9 aircraft [**********************] [**********************].
This [**********************] will be [**********************] and will [**********************] in accordance with the [**********************].


 


6.     Assignment.


 


Unless otherwise noted
herein, the Credit Memoranda described in this Letter Agreement are provided as a financial accommodation to Customer and in consideration
of Customer’s taking title to the 787-9 Aircraft at time of delivery and becoming the operator of the 787-9 Aircraft. This
Letter Agreement cannot be assigned, in whole or in part, without the prior written consent of Boeing.


 


“[***]” This information is subject to confidential
treatment and has been omitted and filed separately with the commission


 




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7.     Confidentiality


 


Customer understands
and agrees that the information contained herein represents confidential business information and has value precisely because it
is not available generally or to other parties. Customer agrees to limit the disclosure of its contents to employees of Customer
with a need to know the contents for purposes of helping Customer perform its obligations under the Purchase Agreement and who
understand they are not to disclose its contents to any other person or entity without the prior written consent of Boeing. In
addition to any equitable relief that may be available to Boeing in the event of a breach of this clause, Boeing may rescind the
Basic Credit Memorandum contained in paragraph 1.1 above, in the event of any unauthorized disclosure by Customer.


 


Very truly yours,


 


	THE BOEING COMPANY	 
	 	 	 
	By	 	 
	 	 	 
	Its	Attorney-In-Fact	 
	 	 
	ACCEPTED AND AGREED TO this	 
	 	 	 
	Date:	 	 
	 	 
	XIAMEN AIRLINES	 
	 	 	 
	By	 	 


 


“[***]” This information is subject to confidential
treatment and has been omitted and filed separately with the commission


 




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