Exhibit 4.39


 


SUPPLEMENTAL AGREEMENT
NO. 3


 


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 four (4) 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.	Title Page.



 


Remove and replace, in its entirety, the current
title page with the new title page (attached hereto), to reflect the incorporation of this Supplemental Agreement No. 3 into
the Purchase Agreement.


 





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




 




    
	XIA-PA-03586	SA-3	 
	 	BOEING PROPRIETARY	 




     


    

 


		2.	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. 3 into the Purchase Agreement.


 


		3.	Tables.



 


Incorporate a new Table
2 (attached hereto) to reflect the incorporation of this Supplemental Agreement No. 3 into the Purchase Agreement.


 





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




 







    
	XIA-PA-03586	SA-3	 
	 	BOEING PROPRIETARY	 




     


    




 


		4.	Letter Agreements.



 


Incorporate the Letter
Agreements listed below to reflect the incorporation of this Supplemental Agreement No. 3 into the Purchase Agreement.


 


	Letter Agreement Number	 	Subject
	 	 	 
	XIA-PA-03586-LA-1501312	 	Applicability Matters – Model 787-9
	XIA-PA-03586-LA-1501313	 	Open Configuration Matters – Model 787-9
	XIA-PA-03586-LA-1501314	 	Special Escalation Program – Model 787-9
	XIA-PA-03586-LA-1501315	 	Customer Support Matters – Model 787-9
	XIA-PA-03586-LA-1501316	 	Special Matters – Model 787-9
	XIA-PA-03586-LA-1501317	 	Liquidated Damages – Non-Excusable Delay – Model 787-9
	XIA-PA-03586-LA-1501318	 	Performance Guarantees – Model 787-9
	XIA-PA-03586-LA-1501319	 	Agreement for Deviation from the Block Fuel Guarantee – Model 787-9 – Model 787-9
	XIA-PA-03586-LA-1501320	 	Delivery Flight Fuel Mile Verification – Model 787-9
	XIA-PA-03586-LA-1501321	 	Promotional Support – Model 787-9
	XIA-PA-03586-LA-1501322	 	Purchase Rights – Model 787-9


 


		5.	Miscellaneous.



 


5.1        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.


 


5.2        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




 







    
	XIA-PA-03586	SA-3	 
	 	BOEING PROPRIETARY	 




     


    




 


	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




 







    
	XIA-PA-03586	SA-3	 
	 	BOEING PROPRIETARY	 




     


    




 


PURCHASE AGREEMENT
NUMBER PA-03586


 


between


 


THE BOEING COMPANY


 


and


 


Xiamen Airlines


 


Relating to Boeing
Model 787 Aircraft


 





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




 







    
	XIA-PA-03586	SA-3	 
	 	BOEING PROPRIETARY	 




     


    

 





	 	 	The Boeing Company
	 	P.O. Box 3707
	 	Seattle, WA  98124-2207




 





 


Purchase Agreement
No. PA-03586


 


between


 


The Boeing Company


 


and


 


Xiamen Airlines


 


This Purchase Agreement
No. PA-03586 between The Boeing Company, a Delaware corporation, (Boeing) and Xiamen Airlines, a Chinese corporation,
(Customer) relating to the purchase and sale of Model 787 aircraft together with all tables, exhibits, supplemental
exhibits, letter agreements and other attachments thereto, if any, (Purchase Agreement) incorporates and amends the terms
and conditions (except as specifically set forth below) of the Aircraft General Terms Agreement dated as of November 10, 2003
between the parties, identified as AGTA-XIA (AGTA).


 


		1.	Quantity, Model,
                                         Description and Inspection.



 


The aircraft to be delivered
to Customer will be designated as Model 787-8 aircraft and Model 787-9 aircraft (collectively, Aircraft). Boeing will
manufacture and sell to Customer Aircraft conforming to the configuration described in Exhibit A and Exhibit A-1 in the quantities
listed in Table 1 and Table 2 (collectively, Tables) to the Purchase Agreement. [***************] to delivery of Customer’s
first Aircraft, Boeing will provide Customer a Boeing document defining a customer inspection process appropriate to the 787 manufacturing
process (787 Inspection Process) which will apply in lieu of inspection processes traditionally applicable to other models
of aircraft and will supersede the provisions of Article 5.2 of the AGTA.


 


		2.	Delivery Schedule.



 


The scheduled months of
delivery of the Aircraft are listed in the attached Tables. Exhibit B describes certain responsibilities for both Customer
and Boeing in order to accomplish the delivery of the Aircraft.


 


		3.	Price.



 


3.1    Aircraft
Basic Price. The Aircraft Basic Price is listed in the Tables and is subject to escalation in accordance with the terms
of this Purchase Agreement.


 


3.2    Advance
Payment Base Prices. The Advance Payment Base Prices listed in the Tables were calculated utilizing the latest escalation
factors available to Boeing on the date of this Purchase Agreement projected to the month of scheduled delivery.


 


		4.	Payment.



 


4.1    Boeing
acknowledges receipt of a deposit in the amount shown in the Tables for each Aircraft (Deposit).


 





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




 







    BOEING PROPRIETARY


     


    

 


 


 


4.2    The
standard advance payment schedule for the Aircraft requires Customer to make certain advance payments, expressed in a percentage
of the Advance Payment Base Price of each Aircraft beginning with a payment of [*****************], on the effective date of the
Purchase Agreement for the Aircraft. Additional advance payments for each Aircraft are due as specified in and on the first business
day of the months listed in the attached Tables.


 


4.3    For
any Aircraft whose scheduled month of delivery is [********************************] from the date of this Purchase Agreement,
the total amount of advance payments due for payment upon signing of this Purchase Agreement will include all advance payments
which are past due in accordance with the standard advance payment schedule set forth in paragraph 4.2 above.


 


4.4    Customer
will pay the balance of the Aircraft Price of each Aircraft at delivery.


 


		5.	Additional Terms.



 


5.1    Aircraft
Information Table. The Tables consolidate information contained in Articles 1, 2, 3 and 4 with
respect to (i) quantity of Aircraft, (ii) applicable Detail Specification, (iii) month and year of scheduled deliveries,
(iv) Aircraft Basic Price, (v) applicable escalation factors and (vi) Advance Payment Base Prices and advance payments
and their schedules.


 


5.2    Escalation
Adjustment/Airframe and Optional Features. Supplemental Exhibit AE1 contains the applicable airframe and optional features
escalation formula.


 


5.3    Customer
Support Variables. Information, training, services and other things furnished by Boeing in support of introduction of the
Aircraft into Customer’s fleet are described in Supplemental Exhibit CS1. Supplemental Exhibit CS1 supersedes
in its entirety Exhibit B to the AGTA, and, for clarity, all references to Exhibit B to the AGTA shall be deemed to
refer to Supplemental Exhibit CS1 to the Purchase Agreement.


 


5.4    Engine
Escalation Variables. Supplemental Exhibit EE1 contains the applicable engine escalation formula, the engine warranty
and the engine patent indemnity for the Aircraft.


 


5.5    Service
Life Policy Component Variables. Supplemental Exhibit SLP1 lists the SLP Components covered by the Service Life Policy
for the Aircraft.


 


5.6    Public
Announcement. Boeing reserves the right to make a public announcement regarding Customer’s purchase of the Aircraft
upon approval of Boeing’s press release by Customer’s public relations department or other authorized representative.


 


5.7    Negotiated
Agreement; Entire Agreement. This Purchase Agreement, including the provisions of Article 8.2 of the AGTA relating to
insurance, and Article 11 of Part 2 of Exhibit C of the AGTA relating to DISCLAIMER AND RELEASE and EXCLUSION
OF CONSEQUENTIAL AND OTHER DAMAGES, has been the subject of discussion and negotiation and is understood by the parties; the
Aircraft Price and other agreements of the parties stated in this Purchase Agreement were arrived at in consideration of such
provisions. This Purchase Agreement, including the AGTA, contains the entire agreement between the parties and supersedes all
previous proposals, understandings, commitments or representations whatsoever, oral or written, and may be changed only in writing
signed by authorized representatives of the parties.


 





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




 







    
	 	SA-3
	 	Page 2
	BOEING PROPRIETARY




     


    




 


 


 


	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




 







    
	 	SA-3
	 	Page 3
	BOEING PROPRIETARY




     


    




 


 


 


	ARTICLES	 	SA NUMBER
	 	 	 
	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-3
	 	 	 
	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	 
	 	 	 
	LETTER
    AGREEMENTS	SA NUMBER
	 	 	 
	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




 







    
	 	SA-3
	 	Page 4
	BOEING PROPRIETARY




     


    




 


 


 


	LETTER AGREEMENTS (continued)	SA NUMBER
	 	 	 
	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	Open Configuration Matters Model 787-9	SA-3
	LA-1501314	Special Escalation Program – Model 787-9	SA-3
	LA-1501315	Customer Support Matters – Model 787-9	SA-3
	LA-1501316	Special Matters – Model 787-9	SA-3
	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	Purchase Rights – Model 787-9	SA-3


 





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







 




    
	 	SA-3
	 	Page 5
	BOEING PROPRIETARY




     


    

 


 


 


(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




 







    
	 	SA-3
	 	Page 6
	BOEING PROPRIETARY




     


    

 





	 	 	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:	 	[***************]	 	[***************]
	Optional
    Features:	 	 	 	[***************]	 	 	 	 	 	 
	Sub-Total
    of Airframe and Features:	 	[***************]	 	Airframe
    Escalation Data:	 	 	 	 
	Engine
    Price (Per Aircraft):	 	[***************]	 	Base
    Year Index (ECI):	 	[***************]	 	 
	Aircraft
    Basic Price (Excluding BFE/SPE):	 	[***************]	 	Base
    Year Index (ICI):	 	[***************]	 	 
	Buyer
    Furnished Equipment (BFE) Estimate:	 	[***************]	 	Engine
    Escalation Data:	 	 	 	 
	In-Flight
    Entertainment (IFE) Estimate:	 	[***************]	 	Base
    Year Index (ECI):	 	[***************]	 	 
	 	 	 	 	 	 	Base
    Year Index (ICI):	 	[***************]	 	 




 





“[***]” 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	 	[***********]	 	[***********]	 	[***********]	 	[***********]
	Jan-2017	 	1	 	[***********]	 	[***********]	 	 	 	[***********]	 	[***********]	 	[***********]	 	[***********]	 	[***********]
	Jul-2017	 	1	 	[***********]	 	[***********]	 	 	 	[***********]	 	[***********]	 	[***********]	 	[***********]	 	[***********]
	Sep-2017	 	1	 	[***********]	 	[***********]	 	 	 	[***********]	 	[***********]	 	[***********]	 	[***********]	 	[***********]
	Mar-2017	 	1	 	[***********]	 	[***********]	 	 	 	[***********]	 	[***********]	 	[***********]	 	[***********]	 	[***********]
	Total:	 	4	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	[***********]	 	[***********]	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	[***********]	 	 	 	 	 	 	 	 


 





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







 




    	 	 	June
                                         12, 2015

	XIA-PA-03586 72214-1F.TXT	BOEING PROPRIETARY	Page 1



     


    

 





	 	 	The Boeing Company
	 	P.O. Box 3707
	 	Seattle, WA  98124-2207





 


 


AIRCRAFT CONFIGURATION


 


between


 


THE BOEING COMPANY


 


and


 


Xiamen Airlines


 


Exhibit A-1 to Purchase Agreement


Number PA-03586


 





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




 







    	 	BOEING PROPRIETARY	



     


    




 


 


 


Exhibit A-1


 


AIRCRAFT CONFIGURATION


 


relating to


 


BOEING MODEL 787-9 AIRCRAFT


 


The Detail Specification
is Boeing document number [************************] Revision [*******], to be released on [*********************]. The Detail
Specification provides further description of Customer’s configuration set forth in this Exhibit A. Such Detail Specification
will be comprised of [*********************************], as amended to incorporate the optional features (Options) listed
below, if any, including the effects on Manufacturer's Empty Weight (MEW) and Operating Empty Weight (OEW). As soon
as practicable, Boeing will furnish to Customer copies of the Detail Specification, which copies will reflect such Options. The
Aircraft Basic Price reflects and includes all effects of such Options, except such Aircraft Basic Price [***********************************************************************].


 


The content of this Exhibit A-1 will
be defined pursuant to the provisions of Letter Agreement XIA-PA-03586-LA-1501313 to the Purchase Agreement, entitled “Open
Configuration Matters”.


 





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




 







    
	 	SA-3
	 	Page 2
	BOEING PROPRIETARY




     


    




 


 


 


XIA-PA-03586-LA-1501312


 


Xiamen Airlines


22 Dailiao Road


Xiamen, 361006


Fujian Province


People’s Republic of China


 


	Subject:	Applicability 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.	Applicability
                                         of 787-9 Aircraft.



 


For Customer’s purchase of the 787-9
Aircraft, the following Exhibits, Supplemental Exhibits, and letter agreements to the Purchase Agreement are applicable for the
787-9 Aircraft and are amended to include the terms, “Model 787-9” in all places where stated, “Model 787-85C”
or “Model 787-8”.


 


	Exhibits & Supplemental Exhibits	 	Title
	Exhibit B	 	Aircraft Delivery Requirements and Responsibilities
	Supplemental Exhibit AE1	 	Escalation Adjustment Airframe and Optional Features
	Supplemental Exhibit CS1	 	787 Customer Support Document
	Supplemental Exhibit EE1	 	Engine Escalation, Engine Warranty and Patent Indemnity
	Supplemental Exhibit SLP1	 	Service Life Policy Components
	 	 	 
	Letter Agreement Number	 	Subject
	XIA-PA-03586-LA-1002940	 	Special Matters relating to COTS Software and End User Licensing Agreements
	XIA-PA-03586-LA-1002946	 	Special Terms – Seats and In-Flight Entertainment
	XIA-PA-03586-LA-1002947	 	Spare Parts Commitments


 





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




 







    
	 	SA-3
	 	Page 3
	BOEING PROPRIETARY




     


    

 


 


 


	Letter Agreement Number	 	Subject
	XIA-PA-03586-LA-1002948	 	Spare Parts Initial Provisioning
	XIA-PA-03586-LA-1002992	 	AGTA Terms Revisions
	XIA-PA-03586-LA-1300551	 	Boeing Purchase of Buyer Furnished Equipment
	XIA-PA-03586-LA-1002938	 	Payment Matters
	XIA-PA-03586-LA-1003255	 	Government Approval Matters
	XIA-PA-03586-LA-1104525	 	Clarifications and Understandings


 


		2.	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	 	 
	 	 
	Its	 	 




 





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




 










    
	 	SA-3
	 	Page 4
	BOEING PROPRIETARY




     


    




 


 


 


XIA-PA-03586-LA-1501313


 


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 [**************************], as of the date of this Letter
Agreement, provide the delivery schedule in nominal delivery months (Nominal Delivery Month), [*********************************]
([*********************************]). No [**********************] 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 Model 787 Airplane
[******************************************************], which reflects the Boeing baseline Model 787-9 [**********] A as
described in Article 1 and Exhibit A1 of the Purchase Agreement. Given [*********************] Purchase Agreement signing
and delivery of the first Aircraft, the final configuration of the Customer’s Aircraft [********************].


 


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


 


2.2.2    [*****************************************],
Boeing will provide Customer with a [***********************] that can be incorporated into the Aircraft during production.


 





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




 







    
	 	SA-3
	 	Page 5
	BOEING PROPRIETARY




     


    

 


 


 


2.2.3    Customer
will [*****************************] to accept or reject the [****************].


 


		3.	Amendment of the
                                         Purchase Agreement.



 


Within [******************]
days following 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 Exhibit A1 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 [****************************************************] to [***************************************] estimated in Table 2
of the Purchase Agreement for [*******************************] and the [*************************] reflected in the 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




 







    
	 	SA-3
	 	Page 6
	BOEING PROPRIETARY




     


    

 


 


 


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




 










    
	 	SA-3
	 	Page 7
	BOEING PROPRIETARY




     


    




 


 


 


XIA-PA-03586-LA-1501314


 


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 [***********************************],
the terms of this Letter Agreement are applicable [*********************] 787-9 Aircraft included in Table 2 of the Purchase Agreement
at the time of signing (Program 787-9 Aircraft).


 


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



 


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


 


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



 


2.1    If
the escalation forecast above, projects a [********************] that exceeds the cumulative annual [********************] [********************],
as set forth in the Attachment, for the scheduled delivery month 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 shall issue an [********************]
to the Customer by the date set forth in the Attachment. Such [********************] shall, in Boeing's sole discretion, either:


 


2.1.1    [********************]
applicable to the Airframe Price and Optional Features Prices for such affected Program 787-9 Aircraft to [********************]
cumulative [********************] as set forth in the Attachment; or


 


2.1.2    propose a mutually agreeable
alternative escalation solution.


 





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




 







    
	 	SA-3
	 	Page 8
	BOEING PROPRIETARY




     


    

 


 


 


2.1.3    If
neither 2.1.1 or 2.1.2 occurs, then either party has the option [********************] the [********************].


 


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 Escalation
Notice from Boeing. In the event Customer exercises its option in accordance with Article 2.1.3 above, then: (i) Boeing
will [********************], [********************], an [********************] [********************], and (ii) Customer
[********************] for any and all [********************] by the engine manufacturer [********************]. If requested,
Boeing will assist Customer in working with the engine manufacturer [********************].


 


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 to purchase from Customer any [********************]
Program 787-9 Aircraft at the [********************], or contracted to [********************].


 


2.2.2    Should
Customer fail to issue any notice to Boeing in accordance with Article 2.2 above, then the Escalation Adjustment for the
Airframe Price and Optional Features Prices for such Program 787-9 Aircraft shall be calculated in accordance with Supplemental
Exhibit AE1.


 


2.2.3    If
Customer and Boeing accept an [********************], as described in Article 2.1.2 above, and the [********************]is less
than or equal to [********************] [********************] 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 delivery month 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 will [********************] 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 [********************]
during the [********************] at a [********************] per [********************] resulting in the [********************]
set forth in the Attachment (Capped Factor(s)).


 


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


 




    
	 	SA-3
	 	Page 9
	BOEING PROPRIETARY




     


    

 


 


 


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


 


		4.	Applicability
                                         to Other Financial Consideration.



 


The [********************]
for any other sum, identified in the Purchase Agreement as [********************] 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


 




    
	 	SA-3
	 	Page 10
	BOEING PROPRIETARY




     


    




 


 


 


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


 




    
	 	SA-3
	 	Page 11
	BOEING PROPRIETARY




     


    

 





	 	 	The Boeing Company
	 	P.O. Box 3707
	 	Seattle, WA  98124-2207


 


 


ATTACHMENT to
XIA-PA-03586-LA-1501314


 


Escalation Forecast
& Escalation Notice Date


 


	Escalation

    Forecast	 	Applicable
    to Program 787-9 Aircraft

    Delivering in Time Period	 	Escalation

    Notice Date
	Feb 2015	 	August 2016 through January 2017	 	15 Apr 2015
	Aug 2015	 	February 2017 through July 2017	 	15 Oct 2015
	Feb 2016	 	August 2017 through January 2018	 	15 Apr 2016
	Aug 2016	 	February 2018 through July 2018	 	15 Oct 2016


 


Escalation Factors


 


	Delivery

    Date	 	2.9%

    Escalation

    Factors	 	4.5%

    Escalation

    Factors
	Dec-16	 	1.0715	 	1.1122
	Jan-17	 	1.0741	 	1.1163
	Feb-17	 	1.0766	 	1.1204
	Mar-17	 	1.0792	 	1.1245
	Apr-17	 	1.0818	 	1.1287
	May-17	 	1.0844	 	1.1328
	Jun-17	 	1.0870	 	1.1370
	Jul-17	 	1.0895	 	1.1412
	Aug-17	 	1.0921	 	1.1454
	Sep-17	 	1.0948	 	1.1496
	Oct-17	 	1.0974	 	1.1538
	Nov-17	 	1.1000	 	1.1580
	Dec-17	 	1.1026	 	1.1623
	Jan-18	 	1.1052	 	1.1666
	Feb-18	 	1.1079	 	1.1708
	Mar-18	 	1.1105	 	1.1751


 


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


 




    BOEING PROPRIETARY


     


    

 


 


 


XIA-PA-03586-LA-1501315


 


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 Agreement XIA-PA-03586-LA-1501316, Special Matters – Model 787-9, Customer
is [*************************************]. Customer may exchange [**********************] for any of the training courses described
on the Attachment to this Letter Agreement at the [******************] on the Attachment or for any of the training courses described
in Supplemental Exhibit CS1 (CS1) to the Purchase Agreement. At the end of the Training Program Period, as defined
in CS1, [***********************].


 


3.       Minor
Model Difference Training and Entitlements.


 


3.1     Maintenance
Planning Assistance. Upon request, Boeing will provide assistance [***********************************] resulting from minor
model differences between the 787-9 Aircraft and Customer’s Model 787-8 aircraft.


 


3.2     ETOPS
Maintenance Planning Assistance. Upon request, Boeing [*******************************************************] resulting
from minor model differences between the 787-9 Aircraft and Customer’s Model 787-8.


 


3.3     GSE/Shops/Tooling
Consulting. Upon request, Boeing will provide [******************************************************] resulting from the
minor model differences between the 787-9 Aircraft and Customer’s Model 787-8 aircraft.


 


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


 




    
	 	SA-3
	 	Page 2
	BOEING PROPRIETARY




     


    

 


 


 


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


 


3.5     Technical
Data and Maintenance Information. Boeing will [*******************************************] equivalent to that traditionally
provided. Boeing (i) will provide such [*********************] through [******************], and (ii) reserves the right
to [***************************], both at its sole discretion. Boeing may elect to fulfill this obligation by revising, as applicable,
previously provided [*********************] information.


 


3.6     Spares.
Boeing will [***********************************************].


 


		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


 




    
	 	SA-3
	 	Page 3
	BOEING PROPRIETARY




     


    

 


 


 


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


 




    
	 	SA-3
	 	Page 4
	BOEING PROPRIETARY




     


    

 


 


 


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


 




    
	 	SA-3
	 	Page 5
	BOEING PROPRIETARY




     


    

 


 


 


XIA-PA-03586-LA-1501316


 


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



 


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


 


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


 


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


 


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


 


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


 


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


 


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


 




    
	 	SA-3
	 	Page 6
	BOEING PROPRIETARY




     


    




 


 


 


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



 


Unless otherwise noted,
the amounts of the [***************] stated in paragraphs 1.1 through 1.6 of this Letter Agreement are in [***************] and
will [***************] to the [***************] 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 [***************] of the respective 787-9 Aircraft at the [***************], or (ii) used for the [***************]
([***************]).


 


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



 


As a special consideration for [***************]
of the [***************] 787-9 Aircraft listed in Table 2 to the Purchase Agreement which support Customer’s launch of international
operations, Boeing is pleased to [***************] in accordance with the terms under letter agreement to the Purchase Agreement
XIA-PA-03586-LA-1501314, [***************]. Generally, under the terms of the above [***************] letter agreement, there
is a [***************] and [***************] for [***************].


 


		4.	787-9 Customer
                                         Support Matters.



 


As a special consideration
for Customer’s purchase of the 787-9 Aircraft which supplement its fleet of six (6) Model 787-8 aircraft and to address
the Customer’s additional training requirements a larger 787 fleet demands, Boeing is pleased to [***************] an [***************]
per [***************] 787-9 Aircraft for [***************] for use in accordance with the terms under letter agreement to the
Purchase Agreement XIA-PA-03586-LA-1501315, Customer Support Matters – Model 787-9
Aircraft.


 


		5.	Purchase Right
                                         787-9 Aircraft Credit Memorandum.



 


At time of delivery of any
Purchase Right 787-9 Aircraft, under the terms of letter agreement to the Purchase Agreement XIA-PA-03586-LA-1501321 title “Right
to Purchase Additional Model 787-9 Aircraft”, Boeing will provide a [***************] that will be determined by [***************]
[***************] at the [***************] for the [***************] 787-9 aircraft by [***************]. This [***************]
will be [***************] and will [***************] in accordance with the [***************].


 


		6.	Assignment.



 


Unless otherwise noted
herein, the [***************] 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


 




    
	 	SA-3
	 	Page 7
	BOEING PROPRIETARY




     


    

 


 









 


		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


 




    
	 	SA-3
	 	Page 8
	BOEING PROPRIETARY




     


    

 


 


 


XIA-PA-03586-LA-1501317


 


Xiamen Airlines


22 Dailiao Road


Xiamen, Fujian Province, 361006


People’s Republic of China


 


		Subject:	Liquidated Damages – Non-Excusable
                                         Delay – 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.


 


Definition of Terms:


 


Non-Excusable Delay:
Delay in delivery of any 787-9 Aircraft beyond the last day of the delivery month (Scheduled Delivery) established in the
Purchase Agreement by any cause that is not an Excusable Delay pursuant to Article 7 of the AGTA and for which Customer is
otherwise entitled to a remedy from Boeing pursuant to applicable law.


 


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



 


Boeing agrees to [********]
Customer [************] for [************] of Non-Excusable Delay in [************] (collectively the [************]). The amount
of liquidated damages will be derived from data in the most recent [************], [************], and [************] (together,
"[************]") publications at the time Customer receives notice of a Non-Excusable Delay from Boeing. The [************]
for the [************] published [************] for the Boeing Model 787-9 aircraft will be [************] to determine the [************]
([************]). In no event will [************] exceed an aggregate sum of [************] ([************]). Liquidated Damages
will [************] of the Aircraft.


 


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



 


In addition to the
Liquidated Damages in paragraph 1, for [************] of Non-Excusable Delay commencing [************] after the Scheduled
Delivery, Boeing will [************] as follows ([************]):


 


The product of the
[************] ([************]) [************], or [************], as the case may be) [************] received by Boeing for such
787-9 Aircraft. The [************] in effect for [************] shall be computed [************] as [************], effective
the [************] of the [************] of the scheduled delivery date of the 787-9 Aircraft and reset [************].


 


Such interest will
be [************] and [************] at actual delivery.


 


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


 




    
	Page 9
	BOEING PROPRIETARY




     


    




 


 


 


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



 


Customer will not
[************] to [************] of any 787-9 Aircraft because of a Non-Excusable Delay unless and until the aggregate duration
of the Non-Excusable Delay for such 787-9 Aircraft [************] ([************]). Within [************] of receipt of written
notice from Boeing that delivery of an 787-9 Aircraft will be [************] the Non-Excusable [************], either party [************]
the Purchase Agreement as to such 787-9 Aircraft [************] notice [************]. If neither Party [************] within
[************], then the Purchase Agreement will remain in effect for that 787-9 Aircraft.


 


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



 


If the Purchase Agreement
[************] with respect to any 787-9 Aircraft for a Non-Excusable Delay, [************]:


 


(i)       [************]
at the later to occur of: ([************] of the Scheduled Delivery [************], or (b) [************] the effective date
of the [************].


 


(ii)      Promptly
for [************] and [************] as described above, except the period [************] will end on the date Boeing [************],
excluding the [************].


 


(iii)      Promptly
for the [******************************] by Boeing for such 787-9 Aircraft.


 


		5.	Exclusive Remedies.



 


The remedies set forth
in this Letter Agreement are Customer’s exclusive remedies for a Non-Excusable Delay and are in lieu of all other damages,
claims, and remedies of Customer arising at law or otherwise for any Non-Excusable Delay in the 787-9 Aircraft delivery. Customer
hereby waives and renounces all other claims and remedies arising at law or otherwise for any such Non-Excusable Delay.


 


		6.	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’s becoming the operator of the 787-9 Aircraft and cannot be assigned in whole or, in part.


 


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


 




    
	Page 10
	BOEING PROPRIETARY




     


    

 


 


 


		7.	Confidential
                                         Treatment.



 


The information contained
herein represents confidential business information and has value precisely because it is not available generally or to other
parties. Customer will 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.


 


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


 







    
	Page 11
	BOEING PROPRIETARY




     


    

 


 


 


XIA-PA-03586-LA-1501318


 


Xiamen Airlines


22 Dailiao Road


Xiamen, Fujian Province, 361006


People’s Republic of China


 


		Subject:	Aircraft Performance Guarantees
                                         – 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.


 


Boeing agrees to provide
Customer with the performance guarantees in the Attachment. These guarantees are exclusive and expire upon delivery of the Aircraft
to Customer.


 


		8.	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 operator of the Aircraft and cannot be assigned in whole or, in part.


 


		9.	Confidential
                                         Treatment.



 


The information contained
herein represents confidential business information and has value precisely because it is not available generally or to other
parties. Customer will 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


 




    
	Page 12
	BOEING PROPRIETARY




     


    

 


 


 


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


 




    
	Page 13
	BOEING PROPRIETARY




     


    

 


	 	 	The Boeing Company
	 	P.O. Box 3707
	 	Seattle, WA  98124-2207


 





 






 


MODEL 787-9
PERFORMANCE GUARANTEES


 


FOR Xiamen
Airlines


 


	SECTION	CONTENTS
	 	 
	1	AIRCRAFT MODEL APPLICABILITY
	 	 
	2	FLIGHT PERFORMANCE
	 	 
	3	AIRCRAFT CONFIGURATION
	 	 
	4	GUARANTEE CONDITIONS
	 	 
	5	GUARANTEE COMPLIANCE
	 	 
	6	EXCLUSIVE GUARANTEES


 


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


 




    BOEING PROPRIETARY


     


    




 





 


		1	AIRCRAFT MODEL APPLICABILITY



 


The guarantees contained in this
Attachment (the "Performance Guarantees") are applicable to the 787-9 Aircraft with a maximum takeoff weight of [***************],
a maximum landing weight of [***************], and a maximum zero fuel weight of [***************], and equipped with Boeing furnished
GEnx-1B74/75 engines.


 


		2	FLIGHT PERFORMANCE



 


		2.1	Takeoff



 


			The FAA approved takeoff gross weight at
                                         the start of ground roll, at a temperature of [***************], at an altitude of [***************]
                                         and satisfying the conditions defined below, and using maximum takeoff thrust, shall
                                         not be less than the following guarantee value:



 


GUARANTEE:[***************]


 


Conditions:


 


The takeoff runway available
(TORA) is [***************].


 


The takeoff distance available
(TODA) is [***************].


 


The accelerate-stop distance
available (ASDA) is [***************].


 


The runway slope is [***************].


 


		2.2	Landing



 


			The FAA approved landing gross weight on
                                         a [***************] runway, at a temperature of [***************] and at an altitude
                                         of [***************], shall not be less than the following guarantee value:



 


GUARANTEE:[***************]


 


		2.3	Mission



 


		2.3.1	Mission Block Fuel



 


The block fuel for a stage length
of [***************] in still air with a [***************] using the conditions and operating rules defined below, shall not be
more than the following guarantee value:


 


NOMINAL:[***************]


TOLERANCE:[***************]


GUARANTEE:[***************]


 


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





 




    
	 	SA-3
	 	Page 2
	BOEING PROPRIETARY




     


    

 


 


 


Conditions and operating rules:


 


	Stage Length:	The stage length is defined as the sum of the distances for the climbout maneuver,
    climb, cruise, and descent.
	 	 
	Block Fuel:	The block fuel is defined as the sum of the fuel used for taxi-out, takeoff and climbout maneuver,
    climb, cruise, descent, approach and landing maneuver, and taxi-in.
	 	 
	Takeoff:	The airport altitude is sea level.
	 	 
	 	The takeoff gross weight is not limited by the airport conditions.
	 	 
	 	Maximum takeoff thrust is used for the takeoff.
	 	 
	 	The takeoff gross weight shall conform to FAA Regulations.
	 	 
	Climbout

    Maneuver:	Following the takeoff to 35 feet, the Aircraft accelerates to the recommended speed of 250
    KCAS while climbing to 1,500 feet above the departure airport altitude and retracting flaps and landing gear.
	 	 
	Climb:	The Aircraft climbs from 1,500 feet above the departure airport altitude to 10,000 feet altitude
    at the recommended speed of 250 KCAS.
	 	 
	 	The Aircraft then accelerates at a rate of climb of 500 feet per minute to the recommended
    climb speed for minimum block fuel.
	 	 
	 	The climb continues at the recommended climb speed for minimum block fuel until 0.85 Mach
    number is reached.
	 	The climb continues at 0.85 Mach number to the initial cruise altitude.
	 	 
	 	The temperature is standard day during climb.
	 	 
	 	Maximum climb thrust is used during climb.
	 	 
	Cruise:	The Aircraft cruises at 0.85 Mach number.


 


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





 




    
	 	SA-3
	 	Page 3
	BOEING PROPRIETARY




     


    

 


 


 


	 	The
    initial cruise altitude is 36,000 feet.
	 	 
	 	A step climb or
    multiple step climbs of 2,000 feet altitude may be used when beneficial to minimize fuel burn.
	 	 
	 	The temperature
    is standard day during cruise.
	 	 
	 	The cruise thrust
    is not to exceed maximum cruise thrust except during a step climb when maximum climb thrust may be used.
	 	 
	Descent:	The Aircraft descends
    from the final cruise altitude at 250 KCAS to an altitude of 1,500 feet above the destination airport altitude.
	 	 
	 	Throughout the descent,
    the cabin pressure is controlled to a maximum rate of descent equivalent to 300 feet per minute at sea level.
	 	 
	 	The temperature
    is standard day during descent.
	 	 
	Approach

    and Landing

    Maneuver:	The Aircraft decelerates
    to the final approach speed while extending landing gear and flaps, then descends and lands.
	 	 
	 	The destination
    is a sea level airport.
	 	 
	Fixed Allowances:	For the purpose
    of this guarantee and for the purpose of establishing compliance with this guarantee, the following shall be used as fixed
    quantities and allowances:


 


	 	Taxi-Out:
	 	Fuel	438	Kilograms
	 	 	 	 
	 	Takeoff and Climbout Maneuver:
	 	Fuel	592	Kilograms
	 	Distance	4.1	Nautical Miles
	 	 	 	 
	 	Approach and Landing Maneuver:
	 	Fuel	141	Kilograms
	 	 	 	 
	 	Taxi-In (shall be consumed from
    the reserve fuel):
	 	Fuel	132	Kilograms


 


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





 




    
	 	SA-3
	 	Page 4
	BOEING PROPRIETARY




     


    

 


 


 


	 	Usable reserve fuel remaining upon completion of the approach and landing maneuver:  9,793
    Kilograms
	 	 
	 	For information purposes, the reserve fuel is based on a standard day temperature and a) a
    contingency fuel allowance equivalent to 10 percent of the trip time from takeoff through the completion of the approach and
    landing maneuver at the destination airport, starting at the end of the mission cruise at an LRC Mach number, b) a missed
    approach and flight to a 200 nautical mile alternate, c) an approach and landing maneuver at the alternate airport, and d)
    a 30 minute hold at 1,500 feet above a sea level alternate airport.


 


		2.3.2	Operational Empty
                                         Weight Basis



 


The Operational Empty Weight (OEW)
derived in Paragraph 2.3.3 is the basis for the mission guarantee of Paragraph 2.3.1.


 


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





 




    
	 	SA-3
	 	Page 5
	BOEING PROPRIETARY




     


    

 


 


 


		2.3.3	787-9 Weight Summary
                                         - Xiamen Airlines



 


	 	Kilograms
	 	 
	Standard Model Specification MEW	[***************]
	787 Airplane Configuration Specification 787B1-4102 Rev P, dated December
    5, 2014
	Baseline Airplane Improvements and Production Changes	[***************]
	320 (36 CC / 284 YC) Interior	 
	GEnx Engines	 
	[***************] Maximum Taxi Weight	 
	[***************] Fuel Capacity	 
	 	 
	Changes for Xiamen Airlines*	 
	Interior Change to 286 Passengers  ( 30 CC / 256 YC )	[***************]
	Reference LOPA B8711967	 
	Selected MTW:  248115 kg	[***************]
	In-Flight Entertainment System Less Seat Mounted Equipment	[***************]
	Flight Crew Rest	[***************]6
	Attendant Crew Rest	[***************]
	Customer Options Allowance	[***************]
	Xiamen Airlines Manufacturer's Empty Weight (MEW)	[***************]
	 	 
	Standard and Operational Items Allowance (Paragraph 2.3.4)	[***************]
	 	 
	Xiamen Airlines Operational Empty Weight (OEW)	[***************]


 


	 	Quantity	Kilograms	Kilograms
	 	 	 	 
	Seat Weight Included*	 	 	[*********]
	 	 	 	 
	Business Class Double	[*********]	[*********]	 
	 	 	 	 
	Economy Class Double - Aft Row	[*********]	[*********]	 
	Economy Class Triple - Front Row	[*********]	[*********]	 
	Economy Class Triple	[*********]	[*********]	 
	Economy Class Triple in Front of Double	[*********]	[*********]	 
	Economy Class Triple - Aft Row	[*********]	[*********]	 


 


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





 




    
	 	SA-3
	 	Page 6
	BOEING PROPRIETARY




     


    

 


 


 


		2.3.4	Standard and
                                         Operational Items Allowance



 


	 	Quantity	Kilograms	Kilograms	Kilograms
	 	 	 	 	 
	Standard Items Allowance	 	 	 	[*******]
	 	 	 	 	 
	Unusable Fuel	 	 	[*****]	 
	Oil	 	 	[*****]	 
	Oxygen Equipment	 	 	[*****]	 
	Miscellaneous Equipment	 	 	[*****]	 
	Galley Structure & Fixed Inserts	 	 	[*****]	 
	 	 	 	 	 
	Operational Items Allowance	 	 	 	[*****]
	 	 	 	 	 
	Crew and Crew Baggage	 	 	[*****]	[*****]
	Flight Crew (Inc. Pilot Flight Bag) (3 @ 95.3 kg. ea.)	[*****]	[*****]	 	 
	Cabin Crew (Inc. Flight Att. Kit) (12 @ 81.6 kg. ea.)	[*****]	[*****]	 	 
	Baggage (15 @ 13.6 kg. ea.)	[*****]	[*****]	 	 
	Catering Allowance & Removable Inserts: 2 Meal Service	 	 	[*****]	 
	Business Class	[*****]	[*****]	 	 
	Economy Class	[*****]	[*****]	 	 
	Passenger Service Equipment (286 @ 1.36 kg. ea.)	 	 	[*****]	 
	Potable Water  - (794 Liters)	 	 	[*****]	 
	Waste Tank Disinfectant	 	 	[*****]	 
	Emergency Equipment   (Includes Over Water Equip.)	 	 	[*****]	 
	Cargo System	 	 	[*****]	 
	Pallets (6 @ 131.5 kg ea.)	 	[*****]	 	 
	Containers (16 @ 90.7 kg ea.)	 	[*****]	 	 
	Total Standard and Operational Items Allowance	 	 	 	[*****]


 


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





 




    
	 	SA-3
	 	Page 7
	BOEING PROPRIETARY




     


    

 


 


 


		3	AIRCRAFT CONFIGURATION



 


		3.1	The guarantees
                                         contained in this Attachment are based on the Aircraft configuration as defined in Boeing
                                         Document [*******************], "787 Airplane Configuration Specification",
                                         dated [****************], plus any changes mutually agreed to or otherwise allowed by
                                         the Purchase Agreement to be incorporated into the original release of the Customer’s
                                         Detail Specification (hereinafter referred to as the Detail Specification). Appropriate
                                         adjustment shall be made for changes in such Detail Specification approved by the Customer
                                         and Boeing or otherwise allowed by the Purchase Agreement which cause changes to the
                                         flight performance and/or weight and balance of the Aircraft. Such adjustment shall be
                                         accounted for by Boeing in its evidence of compliance with the guarantees.



 


		3.2	The specified
                                         payload of the Paragraph 2.3.1 block fuel guarantee will be adjusted by Boeing for the
                                         effect of the following on OEW in its evidence of compliance with the guarantees:



 


(1)         Changes
to the Detail Specification or any other changes mutually agreed upon between the Customer and Boeing or otherwise allowed by
the Purchase Agreement.


 


(2)         The
difference between the component weight allowances given in Appendix E of the Detail Specification and the actual weights.


 


		4	GUARANTEE CONDITIONS



 


		4.1	All guaranteed
                                         performance data are based on the International Standard Atmosphere (ISA) and specified
                                         variations therefrom; altitudes are pressure altitudes.



 


		4.2	The Federal
                                         Aviation Administration (FAA) regulations referred to in this Attachment are, unless
                                         otherwise specified, the 787-9 Certification Basis regulations specified in the Type
                                         Certificate Data Sheet T00021SE, Revision 12, dated July 16, 2014.



 


		4.3	In the
                                         event a change is made to any law, governmental regulation or requirement, or in the
                                         interpretation of any such law, governmental regulation or requirement that affects the
                                         certification basis for the Aircraft as described in Paragraph 4.2, and as a result thereof,
                                         a change is made to the configuration and/or the performance of the Aircraft in order
                                         to obtain certification, the guarantees set forth in this Attachment shall be appropriately
                                         modified to reflect any such change.



 


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





 




    
	 	SA-3
	 	Page 8
	BOEING PROPRIETARY




     


    

 


 


 


		4.4	The takeoff
                                         and landing guarantees, and the takeoff portion of the mission guarantee are based on
                                         hard surface, level and dry runways with no wind or obstacles, no clearway or stopway,
                                         [*************], with anti-skid operative, and with the Aircraft center of gravity at
                                         the most forward limit unless otherwise specified. The takeoff performance is based on
                                         engine power extraction for normal operation of the air conditioning with thermal anti-icing
                                         turned off and the Auxiliary Power Unit (APU) turned off unless otherwise specified.
                                         The improved climb performance procedure will be used for takeoff as required. The landing
                                         performance is based on the use of automatic spoilers.



 


		4.5	The climb,
                                         cruise and descent portions of the mission guarantee include allowances for normal power
                                         extraction and engine power extraction for normal operation of the air conditioning system.
                                         Normal operation of the air conditioning system shall be defined as pack switches in
                                         the "Auto" position, the temperature control switches in the "Auto"
                                         position that results in a nominal cabin temperature of 75°F, and all air conditioning
                                         systems operating normally. No engine power extraction for thermal anti-icing is provided
                                         unless otherwise specified. The APU is turned off unless otherwise specified.



 


		4.6	The climb,
                                         cruise and descent portions of the mission guarantee are based on an Aircraft center
                                         of gravity location of [**************] of the mean aerodynamic chord.



 


		4.7	Performance,
                                         where applicable, is based on a fuel Lower Heating Value (LHV) of [*******************]
                                         and a fuel density of [******************]



 


		5	GUARANTEE COMPLIANCE



 


		5.1	Compliance
                                         with the guarantees of Section 2 shall be based on the conditions specified in those
                                         sections, the Aircraft configuration of Section 3 and the guarantee conditions of Section
                                         4.



 


		5.2	Compliance
                                         with the takeoff and landing guarantees and the takeoff portion of the mission guarantee
                                         shall be based on the FAA approved Airplane Flight Manual for the Model 787-9.



 


		5.3	Compliance
                                         with the climb, cruise and descent portions of the mission guarantee shall be established
                                         by calculations based on flight test data obtained from an aircraft in a configuration
                                         similar to that defined by the Detail Specification.



 


		5.4	The OEW
                                         used for compliance with the mission guarantee shall be the actual MEW plus the Standard
                                         and Operational Items Allowance in Appendix E of the Detail Specification.



 


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





 




    
	 	SA-3
	 	Page 9
	BOEING PROPRIETARY




     


    

 


 





 


		5.5	The data
                                         derived from tests shall be adjusted as required by conventional methods of correction,
                                         interpolation or extrapolation in accordance with established engineering practices to
                                         show compliance with these guarantees.



 


		5.6	Compliance
                                         shall be based on the performance of the airframe and engines in combination, and shall
                                         not be contingent on the engine meeting its manufacturer's performance specification.



 


		6	EXCLUSIVE GUARANTEES



 


The only performance guarantees
applicable to the Aircraft are those set forth in this Attachment.


 


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





 




    
	 	SA-3
	 	Page 10
	BOEING PROPRIETARY




     


    

 


 


 


XIA-PA-03586-LA-1501319


 


Xiamen Airlines


22 Dailiao Road


Xaimen, Fujian Province, 361006


People’s Republic of China


 


		Subject:	Agreement for Deviation from the
                                         Block Fuel Guarantee – 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.


 


The Attachment to
letter agreement No. XIA-PA-03586-LA-1501318 to the Purchase Agreement contains performance guarantees (Performance Guarantees).
Paragraph 2.3.1 of the Performance Guarantees includes a mission block fuel guarantee (Block Fuel Guarantee) applicable
to the 787-9 Aircraft in accordance with such Performance Guarantees. Boeing offers the following items in the event that the
guarantee compliance report furnished to Customer for any 787-9 Aircraft pursuant to Article 5.4 of the AGTA shows a demonstrated
value worse than the Block Fuel Guarantee value (Compliance Deviation).


 


		1.	Demonstration
                                         of Compliance.



 


Article 5.4 of
the AGTA and the Performance Guarantees provide a procedure for demonstration of compliance with the Performance Guarantees prior
to 787-9 Aircraft delivery. That method will be used to demonstrate compliance with the Block Fuel Guarantee.


 


		2.	Rights and Obligations
                                         in the Event of a Compliance Deviation.



 


2.1           787-9
Aircraft Delivery. In the event of a Compliance Deviation for any 787-9 Aircraft, at the time Boeing tenders that 787-9 Aircraft
for delivery, Boeing will provide the applicable remedies set forth in paragraph 2.2 and/or section 3. Customer cannot
refuse to accept delivery of such 787-9 Aircraft because of such Compliance Deviation.


 


2.2           Post
Delivery Improvement to Reduce or Eliminate the Compliance Deviation. In the event of a Compliance Deviation for any 787-9
Aircraft, the following terms and conditions will apply:


 


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





 




    
	 	SA-3
	 	Page 11
	BOEING PROPRIETARY




     


    

 


 


 


2.2.1           Boeing
may design, or may cause to be designed by the engine manufacturer, airframe improvement parts and/or engine improvement parts
(Improvement Parts) which, when installed in such 787-9 Aircraft, would reduce or eliminate the Compliance Deviation.


 


2.2.2           If
Boeing elects to provide, or to cause to be provided, Improvement Parts for such 787-9 Aircraft, then Customer and Boeing will
mutually agree upon the details of an Improvement Parts program. Improvement Parts will be [**************]; except Improvement
Parts that are provided by the engine manufacturer will [******************] proportional to the remaining useful life of the
part being replaced. Boeing and/or engine manufacturer, as applicable, will provide reasonable support for such a program at no
charge to Customer.


 


2.2.3           If
Customer elects to install Improvement Parts in such 787-9 Aircraft, they will be installed within [**************] after the
delivery of such Improvement Parts to Customer if such installation can be accomplished during 787-9 Aircraft line maintenance.
Improvement Parts which cannot be installed during 787-9 Aircraft line maintenance will be installed within a mutually agreed
period of time. All Improvement Parts will be installed in accordance with Boeing and engine manufacturer instructions.


 


2.2.4           Boeing
will provide and/or will cause engine manufacturer to [****************] of Customer’s reasonable [********************]
to install Improvement Parts at the [*************************************] between Boeing and Customer or engine manufacturer
and Customer, as applicable. Improvement Parts related to engines will apply also to spare engines on terms not less favorable
to Customer. Boeing and/or the engine manufacturer, as applicable, will give Customer reasonable advance written notice of the
estimated on-dock date at Customer’s maintenance base for any such Improvement Parts. Customer’s claim for reimbursement
must reference this Letter Agreement and be submitted to Boeing Warranty and Product Assurance Contracts using established warranty
procedures and other terms identified in the Improvement Parts program contemplated in paragraph 2.2.2 herein.


 


		3.	Payments.



 


In the event Boeing
has not provided, or caused to be provided by the engine manufacturer, Improvement Parts which eliminate the Compliance Deviation,
then Boeing will provide only the remedies described in this section 3.


 


3.1           Annual
Excess Fuel Burn Amount. Boeing will pay to Customer, for a period not exceeding [**************] the delivery of each 787-9
Aircraft, [***************************************] for the immediately preceding calendar year (Annual Period), as adjusted,
if at all, pursuant to paragraph 3.3 below.


 


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





 




    
	 	SA-3
	 	Page 12
	BOEING PROPRIETARY




     


    

 


 


 


3.1.1           The
Annual Excess Fuel Burn Amount is the sum of each Monthly Excess Fuel Burn Amount (as defined below) for all months in
such Annual Period. The Monthly Excess Fuel Burn Amount is defined as and will be calculated in accordance with the following
formula:


 


Monthly Excess Fuel Burn Amounty = [****************************************]


 


The following definitions will apply herein:


 





 


BFD = the average
block fuel deviation, in percent. Only positive values of BFD will be used.


 


BFg = The Block
Fuel Guarantee value for paragraph 2.3.1 of the Performance Guarantees shown in the guarantee compliance report and calculated
in accordance with section 1 above.


 


BFd = The demonstrated
block fuel value for paragraph 2.3.1 of the Performance Guarantees shown in the guarantee compliance report and calculated in
accordance with section 1 above.


 


FLTFUELy =
Total fuel burned (USG) by the applicable 787-9 Aircraft for month (y) as determined by Customer’s monthly fuel records.


 


FUELCOSTy =
The average fuel cost in each month (y) for the applicable 787-9 Aircraft in U.S. Dollars per USG as determined by Customer’s
monthly fuel records.


 


3.1.2           Customer
will provide to Boeing, within [***************] following the end of each Annual Period, the FLTFUELy and FUELCOSTy data (Fuel
Data) in a single summarized submittal for all applicable 787-9 Aircraft.


 


3.1.3           Boeing
will review the Fuel Data. At its option, Boeing may request additional information from Customer to further substantiate the
Fuel Data. Such additional information will not be unreasonably requested by Boeing, nor unreasonably withheld by Customer.


 


3.1.4           In
the event Customer does not provide the Fuel Data within the [*************] requirement set forth above for any Annual Period,
Customer will forfeit any and all rights to payment from Boeing for any such non-provided Fuel Data, and Boeing will have no further
obligation to pay Customer for such non-provided Fuel Data.


 


3.2           Credit
Memorandum. Amounts payable to Customer pursuant to this section 3 will be [*****************] issued by [*********************],
which may be used [*************************************************************], as applicable. In no event will the total aggregate
amount of such credit memoranda exceed [******************************************] for each 787-9 Aircraft [***************].
No payments will be made pursuant to this section 3 for any 787-9 Aircraft not operated by Customer.


 


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


 




    
	 	SA-3
	 	Page 13
	BOEING PROPRIETARY




     


    

 


 


 


3.3           Credit
Adjustments. The amount of performance improvement attributable to any Improvement Parts will be determined by Boeing analysis
based on data certified to be correct by Boeing. The amount of such improvement will be deemed to be the amount of improvement
as calculated using reasonable engineering interpretations based on the data furnished pursuant to Article 5.4 of the AGTA
and the data furnished pursuant to this paragraph 3.3. If Improvement Parts are installed in an 787-9 Aircraft as set forth
in paragraph 2.2 above, [********************] of the [******************************] will be reduced by an amount consistent
with the reduction in the Compliance Deviation after such Improvement Parts are installed. If Customer elects not to install Improvement
Parts in any applicable 787-9 Aircraft as set forth in paragraph 2.2 above, subsequent [**********************] will be [**************]
consistent with the [**************************] which would have been realized had such Improvement Parts been installed.


 


		4.	Duplication
                                         of Benefits.



 


Boeing and Customer
agree it is not the intent of the parties to provide benefits hereunder that duplicate benefits to be provided (a) by Boeing
under the Purchase Agreement, or any other agreement between Boeing and Customer, or (b) by engine manufacturer under any
agreement between engine manufacturer and Customer, due to the 787-9 Aircraft not satisfying any performance metric similar to
the Block Fuel Guarantee or any performance metric that otherwise impacts fuel burn. Boeing may offset its obligation to provide
benefits hereunder against the benefits provided or to be provided to Customer by engine manufacturer or Boeing pursuant to such
other guarantee.


 


		5.	Exclusive Remedy.



 


Customer agrees that the remedies contained
in Sections 2 and 3 herein are Customer’s exclusive remedies for purposes of resolving all issues with respect to the
Performance Guarantees of Customer’s 787-9 Aircraft and are in lieu of all other rights, remedies, claims and causes of
action Customer may have, arising at law or otherwise, in connection therewith and will constitute complete, full and final settlement
and satisfaction of any and all of Boeing’s obligations and liabilities to Customer in connection therewith. Customer releases
Boeing and its successors, affiliates and subsidiaries from all present, past and future rights, remedies, claims and causes of
action, whether arising at law or otherwise, known or unknown, relating to or arising from such Performance Guarantees.


 


		6.	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 operator of the 787-9 Aircraft and cannot be assigned in whole or, in part.


 


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





 




    
	 	SA-3
	 	Page 14
	BOEING PROPRIETARY




     


    

 


 


 


		7.	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.


 


If the foregoing correctly
sets forth your understanding of our agreement with respect to the matters treated above, please indicate your acceptance and
approval below.


 


Very truly yours,


 





	THE BOEING COMPANY	 
	 	 
	By	 	 
	 	 
	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





 




    
	 	SA-3
	 	Page 15
	BOEING PROPRIETARY




     


    

 





	 	 	The Boeing Company
	 	P.O. Box 3707
	 	Seattle, WA  98124-2207







 


 






 


XIA-PA-03586-LA-1501320


 


Xiamen Airlines


22 Dailiao Road


Xiamen, Fujian Province, 361006


People’s Republic of China


 


		Subject:	Delivery Flight Performance Evaluation
                                         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 herein and in the Purchase Agreement, and not defined herein, shall
have the same meaning as in the Purchase Agreement.


 


In this offer, the term “787-9 Aircraft”
means the first Boeing model 787-9 aircraft delivered to Customer under Purchase Agreement No. PA-03586.


 


		1.	Delivery Flight
                                         Performance Evaluation Program.



 


In order for Boeing
to support Customer’s request for delivery flight cruise fuel mileage data on the 787-9 Aircraft, Customer has agreed to
allow Boeing employee(s) on its delivery flight of the 787-9 Aircraft for the purpose of gathering cruise fuel mileage data (Delivery
Flight Performance Evaluation Program).


 


1.1           Statement
of Work.


 


1.1.1           Boeing
will provide the services of [**************************] Boeing performance engineer(s) (Boeing Employees) to accompany
the delivery flight of the 787-9 Aircraft for the purpose of acquiring cruise fuel mileage data. (Evaluation Data).


 


1.1.2           Boeing
will [**************************] in accordance with the normal engineering practices as detailed in Boeing [**************************]
and as may be revised by Boeing from time to time.


 


1.1.2.1           Boeing
will use the procedures defined in Boeing [**************************] to collect data and will use reasonable efforts to collect
such data during times when atmospheric and airplane stability best meets the criteria set forth in such document.


 


1.1.2.2           Relevant
data will be recorded from airplane systems with appropriate calibration corrections applied to such data.  The applicable
instruments shall be calibrated in Boeing laboratories or equivalent prior to the test.


 


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





 




    BOEING PROPRIETARY


     


    

 


 


 


1.1.3           The
Boeing Employees, working with Customer flight crew, will seek to obtain a minimum of [**************************] Mach number
conditions at [**************************] subject to air traffic control and operational restrictions. Boeing understands that
Customer’s flight plan will take precedence over the collection of data by Boeing Employees. The performance level will
be established using the procedure documented above in paragraph 1.1.2.


 


1.1.4           Upon
Customer’s request the Boeing Employees will meet with Customer and provide Customer with a preliminary report of the analysis
of the Evaluation Data [**************************] following the delivery flight.


 


1.1.5           As
soon as practicable, but not more than [**************************] following the delivery flight of the 787-9 Aircraft, Boeing
will provide to Customer a final written report for the 787-9 Aircraft delivery flight, containing a detailed analysis of Evaluation
Data.


 


1.2           Customer
Responsibilities. Customer will ensure that the Boeing Employees have the needed access to the flight deck prior to and during
the delivery flight and that the customer’s operating crew are briefed on the nature and scope of the Boeing Employees’
responsibilities and methods. The customer is also responsible for acquiring regulatory authority approval for delivery flight
use of the [***********************************************]. Up to [**************************] of Customer’s personnel
(including at least one performance engineer) may be aboard such flight as witnesses.


 


1.3           Evaluation
Period. The Boeing Employee(s) will obtain Delivery Data on the delivery flight of the 787-9 Aircraft as specified herein.


 


		2.	Price.



 


The activities described herein are provided by each of the
parties [**************************].


 


		3.	Entire Agreement.



 


This Letter
Agreement contains the entire agreement between the parties and supersedes all previous proposals, understandings,
commitments or representations whatsoever, oral or written, with respect to the subject matter hereof, and may be changed only
in writing signed by authorized representatives of the parties.


 


		4.	Confidential
                                         Treatment.



 


Customer understands
and agrees that this Letter Agreement is considered by Boeing to be confidential. Customer agrees that it will treat this Letter
Agreement and the information contained herein as confidential and will use the same degree of care to prevent unauthorized disclosure
to and use of the information contained herein by any third party as Customer would use to prevent disclosure and use of its own
data, documents and information of the same or similar nature and which it considers proprietary or confidential.


 


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





 




    
	 	SA-3
	 	Page 2
	BOEING PROPRIETARY




     


    

 


 


 


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





 




    
	 	SA-3
	 	Page 3
	BOEING PROPRIETARY




     


    

 


 


 


XIA-PA-03586-LA-1501321


 


Xiamen Airlines


22 Dailiao Road


Xiamen, Fujian Province, 361006


People’s Republic of China


 


		Subject:	Promotional Support – 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.


 


Boeing and Customer
wish to enter into an agreement pursuant to which each party will contribute equally to promotional programs in support of the
entry into service of the 787-9 Aircraft as more specifically provided below.


 


		1.	Definitions.



 


1.1           Commitment
Limit shall have the meaning set forth in Article 2, below.


 


1.2           Covered
787-9 Aircraft shall mean those 787-9 Aircraft identified on Table 2 to the Purchase Agreement as of the date of signing
of this Letter Agreement.


 


1.3           Performance
Period shall mean the period beginning at the date of this Letter Agreement and ending [******************] after the scheduled
delivery month of the first Covered 787-9 Aircraft.


 


1.4           Promotional
Support shall mean mutually agreed marketing and promotion programs that promote the entry into service of the Covered 787-9
Aircraft such as marketing research, tourism development, corporate identity, direct marketing, videotape or still photography,
planning, design and production of collateral materials, management of promotion programs, advertising campaigns or such other
marketing and promotional activities as the parties may mutually agree.


 


1.5           Qualifying
Third Party Fees shall mean fees paid by Customer to third party providers for Promotional Support provided to Customer anytime
after signing of this Purchase Agreement and continuing thru the end of the Performance Period.


 


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





 




    
	 	SA-3
	 	Page 4
	BOEING PROPRIETARY




     


    

 


 


 


		2.	Commitment.



 


As more particularly set forth in this
Letter Agreement, Boeing agrees to provide Promotional Support to Customer during the Performance Period in a value not to exceed
[**************************************] for the [*********************] and not to [**************************] per [******************]
each Covered 787-9 Aircraft delivered to Customer thereafter.


 


		3.	Methods of Performance.



 


3.1           Subject
to the Commitment Limit, Boeing will [******************] of Customer’s payments of Qualifying Third Party Fees provided
that Customer provides Boeing copies of paid invoices for such Qualifying Third Party Fees no earlier than commencement of the
Performance Period and no later than [******************] the delivery of the first Covered 787-9 Aircraft.


 


3.2           Notwithstanding
the above, at Customer’s request and subject to a mutually agreed project, Boeing will provide certain Promotional Support
during the Performance Period directly to Customer. The full value of such Boeing provided Promotional Support will be accounted
for as part of the Commitment Limit and will correspondingly reduce the amount of Qualifying Third Party [******************]
pursuant to Article 3.1 above.


 


3.3           In
the event Customer does not (i) utilize the full amount of the Commitment Limit within the Performance Period or (ii) [******************]
for Qualifying Third Party Fees within the required time, as set forth in Article 3.1, Boeing shall [******************]
to Customer for such unused Commitment Limit or to [******************] for such Qualifying Third Party Fees, respectively.


 


		4.	Project Approval.



 


Following the execution
of this Letter Agreement, a Boeing Airline Marketing Services representative will meet with Customer’s designated representative
to review and approve the extent, selection, scheduling, and funds disbursement process for the Promotional Support to be provided
pursuant to this Letter Agreement.


 


		5.	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’s becoming the operator of the 787-9 Aircraft and cannot be assigned in whole or, in part.


 


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





 




    
	 	SA-3
	 	Page 5
	BOEING PROPRIETARY




     


    

 


 


 


		6.	Confidential
                                         Treatment.



 


The information contained
herein represents confidential business information and has value precisely because it is not available generally or to other
parties. Customer will 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.


 


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





 




    
	 	SA-3
	 	Page 6
	BOEING PROPRIETARY




     


    

 


	 	 	The Boeing Company
	 	P.O. Box 3707
	 	Seattle, WA  98124-2207


 





 



 


XIA-PA-03586-LA-1501322


 


Xiamen Airlines


22 Dailiao Road


Xiamen, Fujian Province, 361006


People’s Republic of China


 


		Subject:	Right to Purchase Additional Model
                                         787-9 Aircraft



 


		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.	Right to Purchase
                                         Incremental Aircraft.



 


Subject to the terms
and conditions contained herein, in addition to the Aircraft described in Table 2 to the Purchase Agreement as of the date
of execution of this Letter Agreement, Customer will have the right to purchase (Purchase Right) [********************]
Boeing Model 787-9 aircraft as purchase right aircraft (787-9 Purchase Right Aircraft).


 


		2.	Delivery.



 


The Purchase Right
Aircraft are offered subject to available position for delivery during the period [*****************] (Delivery Period).


 


		3.	Configuration.



 


3.1           Subject
to the provisions of Article 3.2, below, the configuration for the Purchase Right Aircraft will be the Detail Specification
for Model 787-9 aircraft at the revision level in effect at the time of the Notice of Exercise. Such Detail Specification
will be revised to include (i) changes applicable to such Detail Specification that are developed by Boeing between the date
of the Notice of Exercise (as defined below) and the signing of the Definitive Agreement (as defined below), (ii) changes
required to obtain required regulatory certificates, and (iii) other changes as mutually agreed.


 


3.2           Boeing
reserves the right to configure the Purchase Right Aircraft starting from a different configuration specification, provided that
it can achieve the same configuration which would result pursuant to the provisions of Article 3.1


 


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





 




    BOEING PROPRIETARY


     


    

 


 


 


		4.	Price.



 


4.1           The
Airframe Price, Engine Price, if applicable, Optional Features Prices, and Aircraft Basic Price for the Purchase Right Aircraft
will be determined in accordance with the provisions of the Purchase Agreement using Boeing’s then current prices as of
the date of execution of the Definitive Agreement


 


4.2           The
Airframe Price, Engine Price, if applicable, Optional Features Prices, and Aircraft Basic Price for each of the Purchase Right
Aircraft will be adjusted for escalation in accordance with Supplemental Exhibit AE1 of the Purchase Agreement.


 


		5.	Payment.



 


At Definitive Agreement,
advance payments will be payable as set forth in Table 2 of the Purchase Agreement. The remainder of the Aircraft Price for
each Purchase Right Aircraft will be paid at the time of delivery. The Advance Payment Base Price used to determine the advance
payment amounts will be developed in accordance with the terms of the Purchase Agreement and determined at the time of Definitive
Agreement.


 


		6.	Notice of Exercise
                                         and Payment of Deposit.



 


6.1           Customer
may exercise a Purchase Right by giving written notice to Boeing on [*************************************************] prior
to the desired delivery month within the Delivery Period, specifying the desired month(s) of delivery within the Delivery Period
(Notice of Exercise). Such Notice of Exercise will be accompanied by payment, by electronic transfer to the account specified
below, of Boeing’s then standard proposal deposit for model 787-9 aircraft (Deposit) for each Purchase Right Aircraft
subject to the Notice of Exercise. The Deposit will be applied against the first advance payment due for each such Purchase Right
Aircraft.


 


	 	JPMorgan Chase Bank	 
	 	SWIFT No. CHASUS33	 
	 	ABA No. 021000021	 
	 	Bank Account No. 9101012764	 


 


At the time of its receipt of each Notice
of Exercise and related Deposit(s), Boeing will advise Customer as to the availability of the delivery month(s) requested.


 


6.2           If
Boeing must make production decisions which would affect the delivery of any or all Purchase Right Aircraft during the Delivery
Period, Boeing will provide written notification to Customer and the Delivery Period will be adjusted accordingly. If the new
Delivery Period begins [***************************] from the date of Boeing’s notification, Customer will have [*************]
from the date of Boeing’s notification in which to submit its Notice of Exercise and Deposit for any eligible delivery month(s)
that is [*************************] or less from Boeing’s notification. Upon receipt, Boeing will advise Customer as to
the availability of the delivery month(s) requested.


 


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





 




    
	 	Page 2
	BOEING PROPRIETARY




     


    

 


 


 


		7.	Definitive Agreement.



 


Following Customer’s
exercise of a Purchase Right in accordance with the terms and conditions stated herein and Boeing’s identification of an
available delivery position acceptable to Customer, the parties will sign a definitive agreement for the purchase of such Purchase
Right Aircraft (Definitive Agreement) [******************************] of such exercise (Purchase Right Exercise).
The Definitive Agreement will include the provisions then contained in the Purchase Agreement as modified to reflect the provisions
of this Letter Agreement and any additional mutually agreed terms and conditions.


 


		8.	General Expiration
                                         of Rights.



 


Each Purchase Right
will expire at the time of execution of the Definitive Agreement for the applicable Purchase Right Aircraft, or, if no such Definitive
Agreement is executed, [********************].


 


		9.	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’s becoming the operator of the 787-9 Aircraft and cannot be assigned in whole or, in part.


 


		10.	Confidential
                                         Treatment.



 


The information contained
herein represents confidential business information and has value precisely because it is not available generally or to other
parties. Customer will 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





 




    
	 	Page 3
	BOEING PROPRIETARY




     


    

 


 


 


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





 




    
	 	Page 4
	BOEING PROPRIETARY