Exhibit 4.41


 


Supplemental
Agreement No. 3


 


to


 


Purchase Agreement
No. PA-03757


 


between


 


The Boeing Company


 


and


 


Xiamen Airlines


 


Relating to
Boeing Model 737-800 Aircraft


 


THIS SUPPLEMENTAL
AGREEMENT (Supplemental Agreement) is entered into by and between The Boeing Company (Boeing) and Xiamen Airlines
(Customer);


 


Customer and
Boeing entered into Purchase Agreement No. PA-03757 dated August 8, 2012, as amended, and supplemented, (Purchase Agreement)
relating to the purchase and sale of Boeing Model 737-800 aircraft (the Aircraft); and this Supplemental Agreement is an
amendment to and is incorporated into the Purchase Agreement:


 


WHEREAS the
Parties desire to amend the existing Purchase Agreement to add the purchase of [********] additional Model 737-800 aircraft, and


 


NOW, THEREFORE,
the parties agree that the Purchase Agreement, relating to the [********] Aircraft, is amended as set forth below and otherwise
agree as follows:


 


		1.	Table
                                         of Contents.



 


The
Table of Contents to the Purchase Agreement is hereby deleted in its entirety and replaced by a new Table of Contents (attached
hereto), to reflect the incorporation of this Supplemental Agreement No. 3 into the Purchase Agreement. Note that a correction
to the Purchase Rights Letter Agreement to “XIA-PA-03757-LA-1208905” is also included.


 


		2.	Tables.



 


A
new Table 2 to the Purchase Agreement is hereby added (attached hereto) to reflect the incorporation of this Supplemental Agreement
No. 3 into the Purchase Agreement.


 





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		3.	Aircraft
                                         Configuration – Exhibit A.



 


Exhibit
A to the Purchase Agreement is hereby deleted in its entirety and replaced by a new Exhibit A (attached hereto), to reflect the
incorporation of this Supplemental Agreement No. 3 into the Purchase Agreement.


 


		4.	Letter
                                         Agreements.



 


4.1           Letter
Agreement XIA-PA-03757-LA-1207440, titled “Special Matters” is hereby deleted in its entirety and replaced by a new
Letter Agreement XIA-PA-03757-LA-1207440R1 titled “Special Matters – Table 1” (attached hereto) to reflect the
incorporation of this Supplemental Agreement No. 3 into the Purchase Agreement.


 


4.2           Letter
Agreement XIA-PA-03757-LA-1504497 titled “Applicability Matters – Table 2” is hereby added to the Purchase Agreement
to reflect the incorporation of this Supplemental Agreement No. 3 into the Purchase Agreement.


 


4.3           Letter
Agreement XIA-PA-03757-LA-1504498 titled “Special Matters – Table 2” is hereby added to the Purchase Agreement
to reflect the incorporation of this Supplemental Agreement No. 3 into the Purchase Agreement.


 


4.4           Letter
Agreement XIA-PA-03757-LA-1504499 titled “Special Escalation Program – Table 2” is hereby added to the Purchase
Agreement to reflect the incorporation of this Supplemental Agreement No. 3 into the Purchase Agreement.


 


		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.


 





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EXECUTED as
of                                                                                    , 2016.


 


	XIAMEN AIRLINES	 	THE BOEING COMPANY
	 	 	 	 	 
	By:	 	 	By:	 
	 	 	 	 	 
	Name:	 	 	Name:	 
	 	 	 	 	 
	Title:	 	 	Title:	Attorney-in-fact


 





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TABLE OF
CONTENTS


 


	ARTICLES	 
	Article 1.	Quantity, Model and Description	 
	Article 2.	Delivery Schedule	 
	Article 3.	Price	 
	Article 4.	Payment	 
	Article 5.	Additional Terms	 
	 	 	 
	TABLES	 
	1.	Aircraft Information Table	SA-2
	2.	Aircraft Information Table	SA-3
	 	 	 
	EXHIBIT	 
	A.	Aircraft Configuration	SA-3
	B.	Aircraft Delivery Requirements and Responsibilities	 
	 	 	 
	SUPPLEMENTAL EXHIBITS	 
	AE1.	Escalation Adjustment/Airframe and Optional Features	 
	BFE1.	BFE Variables	 
	CS1.	Customer Support Variables	 
	EE1.	Engine Warranty and Patent Indemnity	 
	SLP1.	Service Life Policy Components	 
	 	 	 
	LETTER AGREEMENTS	 
	LA-1207432	LA-Aircraft Model Substitution	 
	LA-1207433 R1	LA-Payment Matters	SA-2
	LA-1207434	LA-Special Escalation Program
    	 
	LA-1207435	LA-Government Approval Matters	 
	LA-1207436	LA-Liquidated Damages Non-Excusable
    Delay	 
	LA-1207437	LA-Performance Guarantee	 
	LA-1207438	LA-Significant Improvement-737NG	 
	LA-1207439	LA-Spare Parts Initial Provisioning	 
	LA-1207440R1	LA-Special Matters –
    Table 1 Aircraft	SA-3
	LA-1207452	LA-Clarification and Understanding	 
	LA-1207453R1	LA-Volume Agreement	SA-1
	LA-1207481	LA-Boeing Purchase of BFE	 


 





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	LA-1207482	LA-Loading
    of Customer Software	 
	LA-1207483R1	LA-Promotional Support Follow
    On Aircraft	SA-1
	LA-1207484	LA-Seller Purchase Equipment	 
	LA-1208905	LA-Right to Purchase Additional
    Aircraft	SA-3
	 	 	 
	LETTER AGREEMENTS (continued)	 
	LA-1208937	LA-Open
    Configuration Matters	SA-2
	LA-1504497	LA-Applicability Matters –
    Table 2 Aircraft	SA-3
	LA-1504498	LA-Special Matters –
    Table 2 Aircraft	SA-3
	LA-1504499	LA-Special Escalation Program
    – Table 2 Aircraft	SA-3


 





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Table 2 To


Purchase Agreement No. PA-03757


Aircraft Delivery, Description, Price
and Advance Payments


 


	Airframe Model/MTOW:	 	737-800	 	[********]	 	Detail Specification:	 	[********]	 	
	Engine Model/Thrust:	 	[********]	 	[********]	 	Airframe Price Base Year/Escalation
    Formula:	 	[********]	 	[********]
	Airframe Price:	 	 	 	[********]	 	Engine Price Base Year/Escalation Formula:	 	[********]	 	[********]
	Optional Features Estimate:	 	 	 	[********]	 	 	 	 	 	 
	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:	 	 	 	[********]	 	 	 	 	 	 
	Seller Purchased Equipment (SPE) Estimate:	 	 	 	[********]	 	 	 	 	 	 


 


	 	 	 	 	 	 	 	 	Escalation
    Estimate	 	Advance
    Payment Per Aircraft (Amts. Due/Mos. Prior to Delivery):    	 
	Delivery	 	Number
    of 	 	Escalation	 	 	 	Adv
    Payment Base	 	At
    Signing	 	[********]	 	[********]	 	Total	 
	Date	 	Aircraft	 	Indices
    (Estimate)	 	 	 	Price
    Per A/P	 	[********]	 	[********]	 	[********]	 	[********]	 
	[********]	 	[********]	 	[********]	 	 	 	[********]	 	[********]	 	[********]	 	[********]	 	[********]	 
	[********]	 	[********]	 	[********]	 	 	 	[********]	 	[********]	 	[********]	 	[********]	 	[********]	 
	[********]	 	[********]	 	[********]	 	 	 	[********]	 	[********]	 	[********]	 	[********]	 	[********]	 
	[********]	 	[********]	 	[********]	 	 	 	[********]	 	[********]	 	[********]	 	[********]	 	[********]	 
	[********]	 	[********]	 	[********]	 	 	 	[********]	 	[********]	 	[********]	 	[********]	 	[********]	 
	[********]	 	[********]	 	[********]	 	 	 	[********]	 	[********]	 	[********]	 	[********]	 	[********]	 
	[********]	 	[********]	 	[********]	 	 	 	[********]	 	[********]	 	[********]	 	[********]	 	[********]	 
	[********]	 	[********]	 	[********]	 	 	 	[********]	 	[********]	 	[********]	 	[********]	 	[********]	 
	[********]	 	[********]	 	[********]	 	 	 	[********]	 	[********]	 	[********]	 	[********]	 	[********]	 
	Total:	 	[********]	 	 	 	 	 	 	 	2%	 	 	 	 	 	 	 





 





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AIRCRAFT
CONFIGURATION


 


between


 


THE BOEING
COMPANY


 


and


 


XIAMEN
AIRLINES


 


Exhibit A
to Purchase Agreement Number PA-03757


 





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Exhibit A


 


AIRCRAFT
CONFIGURATION


 


relating
to


 


BOEING
MODEL 737-800 AIRCRAFT


 


The
Detail Specification is Boeing document number [********],[********], dated as of [********]. The Detail Specification provides
further description of Customer’s configuration set forth in this Exhibit A. Such Detail Specification will be comprised
of Customer’s existing Boeing detail specification as amended to incorporate the optional features (Options) listed
below, 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 does not include the price effects of
any Buyer Furnished Equipment or Seller Purchased Equipment.


 





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




 





 



 


	Optional Features
	Number	 	Title	 	[********]	 	[********]
	[********]	 	[********]	 	[********]	 	[********]
	[********]	 	[********]	 	[********]	 	[********]
	[********]	 	[********]	 	[********]	 	[********]
	[********]	 	[********]	 	[********]	 	[********]
	[********]	 	[********]	 	[********]	 	[********]
	[********]	 	[********]	 	[********]	 	[********]
	[********]	 	[********]	 	[********]	 	[********]
	[********]	 	[********]	 	[********]	 	[********]
	[********]	 	[********]	 	[********]	 	[********]
	[********]	 	[********]	 	[********]	 	[********]
	[********]	 	[********]	 	[********]	 	[********]
	[********]	 	[********]	 	[********]	 	[********]
	[********]	 	[********]	 	[********]	 	[********]
	[********]	 	[********]	 	[********]	 	[********]
	[********]	 	[********]	 	[********]	 	[********]
	[********]	 	[********]	 	[********]	 	[********]
	[********]	 	[********]	 	[********]	 	[********]


 





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




  




    BOEING
                                         PROPRIETARY


     


    

 


 


 


	Number	 	Title	 	[********]	 	[********]
	[********]	 	[********]	 	[********]	 	[********]
	[********]	 	[********]	 	[********]	 	[********]
	[********]	 	[********]	 	[********]	 	[********]
	[********]	 	[********]	 	[********]	 	[********]
	[********]	 	[********]	 	[********]	 	[********]
	[********]	 	[********]	 	[********]	 	[********]
	[********]	 	[********]	 	[********]	 	[********]
	[********]	 	[********]	 	[********]	 	[********]
	[********]	 	[********]	 	[********]	 	[********]
	[********]	 	[********]	 	[********]	 	[********]
	[********]	 	[********]	 	[********]	 	[********]
	[********]	 	[********]	 	[********]	 	[********]
	[********]	 	[********]	 	[********]	 	[********]
	[********]	 	[********]	 	[********]	 	[********]
	[********]	 	[********]	 	[********]	 	[********]
	[********]	 	[********]	 	[********]	 	[********]
	[********]	 	[********]	 	[********]	 	[********]
	[********]	 	[********]	 	[********]	 	[********]
	[********]	 	[********]	 	[********]	 	[********]
	[********]	 	[********]	 	[********]	 	[********]
	[********]	 	[********]	 	[********]	 	[********]
	[********]	 	[********]	 	[********]	 	[********]
	[********]	 	[********]	 	[********]	 	[********]
	[********]	 	[********]	 	[********]	 	[********]
	[********]	 	[********]	 	[********]	 	[********]
	[********]	 	[********]	 	[********]	 	[********]


 





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	Number	 	Title	 	[********]	 	[********]
	[********]	 	[********]	 	[********]	 	[********]
	[********]	 	[********]	 	[********]	 	[********]
	[********]	 	[********]	 	[********]	 	[********]
	[********]	 	[********]	 	[********]	 	[********]
	[********]	 	[********]	 	[********]	 	[********]
	[********]	 	[********]	 	[********]	 	[********]
	[********]	 	[********]	 	[********]	 	[********]
	[********]	 	[********]	 	[********]	 	[********]
	[********]	 	[********]	 	[********]	 	[********]
	[********]	 	[********]	 	[********]	 	[********]
	[********]	 	[********]	 	[********]	 	[********]
	[********]	 	[********]	 	[********]	 	[********]
	[********]	 	[********]	 	[********]	 	[********]
	[********]	 	[********]	 	[********]	 	[********]
	[********]	 	[********]	 	[********]	 	[********]
	[********]	 	[********]	 	[********]	 	[********]
	[********]	 	[********]	 	[********]	 	[********]


 





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	Number	 	Title	 	[********]	 	[********]
	[********]	 	[********]	 	[********]	 	[********]
	[********]	 	[********]	 	[********]	 	[********]
	[********]	 	[********]	 	[********]	 	[********]
	[********]	 	[********]	 	[********]	 	[********]
	[********]	 	[********]	 	[********]	 	[********]
	[********]	 	[********]	 	[********]	 	[********]
	[********]	 	[********]	 	[********]	 	[********]
	[********]	 	[********]	 	[********]	 	[********]
	[********]	 	[********]	 	[********]	 	[********]
	[********]	 	[********]	 	[********]	 	[********]
	[********]	 	[********]	 	[********]	 	[********]
	[********]	 	[********]	 	[********]	 	[********]
	[********]	 	[********]	 	[********]	 	[********]
	[********]	 	[********]	 	[********]	 	[********]
	[********]	 	[********]	 	[********]	 	[********]
	[********]	 	[********]	 	[********]	 	[********]
	[********]	 	[********]	 	[********]	 	[********]


 





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	Number	 	Title	 	[********]	 	[********]
	[********]	 	[********]	 	[********]	 	[********]
	[********]	 	[********]	 	[********]	 	[********]
	[********]	 	[********]	 	[********]	 	[********]
	[********]	 	[********]	 	[********]	 	[********]
	[********]	 	[********]	 	[********]	 	[********]
	[********]	 	[********]	 	[********]	 	[********]
	[********]	 	[********]	 	[********]	 	[********]
	[********]	 	[********]	 	[********]	 	[********]
	[********]	 	[********]	 	[********]	 	[********]
	[********]	 	[********]	 	[********]	 	[********]
	[********]	 	[********]	 	[********]	 	[********]
	[********]	 	[********]	 	[********]	 	[********]
	[********]	 	[********]	 	[********]	 	[********]
	[********]	 	[********]	 	[********]	 	[********]
	[********]	 	[********]	 	[********]	 	[********]
	[********]	 	[********]	 	[********]	 	[********]
	[********]	 	[********]	 	[********]	 	[********]
	[********]	 	[********]	 	[********]	 	[********]
	[********]	 	[********]	 	[********]	 	[********]
	[********]	 	[********]	 	[********]	 	[********]
	[********]	 	[********]	 	[********]	 	[********]
	[********]	 	[********]	 	[********]	 	[********]
	[********]	 	[********]	 	[********]	 	[********]
	[********]	 	[********]	 	[********]	 	[********]


 





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	Number	 	Title	 	[********]	 	[********]
	[********]	 	[********]	 	[********]	 	[********]
	[********]	 	[********]	 	[********]	 	[********]
	[********]	 	[********]	 	[********]	 	[********]
	[********]	 	[********]	 	[********]	 	[********]
	[********]	 	[********]	 	[********]	 	[********]
	[********]	 	[********]	 	[********]	 	[********]
	[********]	 	[********]	 	[********]	 	[********]
	[********]	 	[********]	 	[********]	 	[********]
	[********]	 	[********]	 	[********]	 	[********]
	[********]	 	[********]	 	[********]	 	[********]
	[********]	 	[********]	 	[********]	 	[********]
	[********]	 	[********]	 	[********]	 	[********]
	[********]	 	[********]	 	[********]	 	[********]
	[********]	 	[********]	 	[********]	 	[********]
	[********]	 	[********]	 	[********]	 	[********]
	[********]	 	[********]	 	[********]	 	[********]
	[********]	 	[********]	 	[********]	 	[********]
	[********]	 	[********]	 	[********]	 	[********]
	[********]	 	[********]	 	[********]	 	[********]
	[********]	 	[********]	 	[********]	 	[********]
	[********]	 	[********]	 	[********]	 	[********]
	[********]	 	[********]	 	[********]	 	[********]
	[********]	 	[********]	 	[********]	 	[********]


 





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	Number	 	Title	 	[********]	 	[********]
	[********]	 	[********]	 	[********]	 	[********]
	[********]	 	[********]	 	[********]	 	[********]
	[********]	 	[********]	 	[********]	 	[********]
	[********]	 	[********]	 	[********]	 	[********]
	[********]	 	[********]	 	[********]	 	[********]
	[********]	 	[********]	 	[********]	 	[********]
	[********]	 	[********]	 	[********]	 	[********]
	[********]	 	[********]	 	[********]	 	[********]
	[********]	 	[********]	 	[********]	 	[********]
	[********]	 	[********]	 	[********]	 	[********]
	[********]	 	[********]	 	[********]	 	[********]
	[********]	 	[********]	 	[********]	 	[********]
	[********]	 	[********]	 	[********]	 	[********]
	[********]	 	[********]	 	[********]	 	[********]
	[********]	 	[********]	 	[********]	 	[********]
	[********]	 	[********]	 	[********]	 	[********]
	[********]	 	[********]	 	[********]	 	[********]
	[********]	 	[********]	 	[********]	 	[********]
	[********]	 	[********]	 	[********]	 	[********]
	[********]	 	[********]	 	[********]	 	[********]
	[********]	 	[********]	 	[********]	 	[********]
	[********]	 	[********]	 	[********]	 	[********]


 





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treatment and has been omitted and filed separately with the commission




 




    

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	Number	 	Title	 	[********]	 	[********]
	[********]	 	[********]	 	[********]	 	[********]
	[********]	 	[********]	 	[********]	 	[********]
	[********]	 	[********]	 	[********]	 	[********]
	[********]	 	[********]	 	[********]	 	[********]
	[********]	 	[********]	 	[********]	 	[********]
	[********]	 	[********]	 	[********]	 	[********]
	[********]	 	[********]	 	[********]	 	[********]
	[********]	 	[********]	 	[********]	 	[********]
	[********]	 	[********]	 	[********]	 	[********]
	[********]	 	[********]	 	[********]	 	[********]
	[********]	 	[********]	 	[********]	 	[********]
	[********]	 	[********]	 	[********]	 	[********]
	[********]	 	[********]	 	[********]	 	[********]
	[********]	 	[********]	 	[********]	 	[********]
	[********]	 	[********]	 	[********]	 	[********]
	[********]	 	[********]	 	[********]	 	[********]


 





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treatment and has been omitted and filed separately with the commission


 









    

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	Number	 	Title	 	[********]	 	[********]
	[********]	 	[********]	 	[********]	 	[********]
	[********]	 	[********]	 	[********]	 	[********]
	[********]	 	[********]	 	[********]	 	[********]
	[********]	 	[********]	 	[********]	 	[********]
	[********]	 	[********]	 	[********]	 	[********]
	[********]	 	[********]	 	[********]	 	[********]
	[********]	 	[********]	 	[********]	 	[********]
	[********]	 	[********]	 	[********]	 	[********]
	[********]	 	[********]	 	[********]	 	[********]
	[********]	 	[********]	 	[********]	 	[********]
	[********]	 	[********]	 	[********]	 	[********]
	[********]	 	[********]	 	[********]	 	[********]
	[********]	 	[********]	 	[********]	 	[********]
	[********]	 	[********]	 	[********]	 	[********]
	[********]	 	[********]	 	[********]	 	[********]
	[********]	 	[********]	 	[********]	 	[********]
	[********]	 	[********]	 	[********]	 	[********]
	[********]	 	[********]	 	[********]	 	[********]


 


	OPTIONS: [***]	TOTAL - SPECIAL FEATURES - EXHIBIT A:	[********]	[********]


 





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treatment and has been omitted and filed separately with the commission




 




    

	 	LA  Page 9
	BOEING PROPRIETARY




     


    

 


 


 


XIA-PA-03757-LA-1207440R1


 


Xiamen Airlines


22 Dailiao Road


Xiamen, Fujian Province, 361006


People’s Republic of China


 


		Subject:	Special
                                         Matters – Table 1 Aircraft



 


		Reference:	Purchase
                                         Agreement No. PA-03757 (Purchase Agreement) between The Boeing Company (Boeing)
                                         and Xiamen Airlines (Customer) relating to Model 737-800 aircraft (Aircraft)



 


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


 


1.          Credit
Memoranda. In consideration of Customer’s purchase of the Aircraft listed in Table 1 to the Purchase Agreement (Table
1), at the time of delivery of each such Aircraft in Table 1, Boeing will provide to Customer the following credit memoranda:


 


1.1           [********]
Credit Memorandum. Boeing will issue to Customer a [********] memorandum ([********] Credit Memorandum) in an amount
of [********].


 


1.2           [********]
Credit Memorandum. Boeing will issue to Customer a [********] credit memorandum ([********] Credit Memorandum) in an
amount of [********] at the time of delivery of each 737-800 Aircraft. This credit memorandum may only be used for the purchase
of Boeing goods and services and may not be applied against the Aircraft Price at time of delivery.


 


1.3           [********]
Credit Memorandum. In recognition of Customer
[********], Boeing will issue to Customer a [********] credit memorandum ([********]
Credit Memorandum) in an amount of [********]
at the time of delivery of each 737-800 Aircraft.


 


1.4           [********]
Credit Memorandum. In recognition of Customer’s [********], Boeing will issue to Customer a [********] credit memorandum
([********] Credit Memorandum) in an amount of [********] at the time of delivery of each Aircraft.


 


1.5           [********]
Credit Memorandum. To address Customer’s [********], Boeing will issue to Customer a [********] credit memorandum ([********]
Credit Memorandum) at delivery of each 737-800 Aircraft, as scheduled at signing of this Purchase Agreement, as follows:


 


		·	Aircraft
                                         delivering in [********]:
                                         [********]



		·	Aircraft
                                         delivering in [********]:
                                         [********]



		·	Aircraft
                                         delivering in [********]:
                                         [********]



		·	Aircraft
                                         delivering in [********]:
                                         [********]



 





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	BOEING PROPRIETARY




     


    

 


 


 


		2.	Substitution Aircraft.



 


If
Customer elects to substitute into [********] aircraft from the Aircraft in Table 1, Customer will receive at least [********]
as in Purchase Agreement No. 3217 for the purchase of [********] aircraft. Boeing and Customer will discuss in good faith to determine
the credit memoranda amount at the time Customer requests to make the substitution.


 


		3.	Purchase Right Aircraft.



 


If
Customer exercises the right to make Purchase Right Aircraft firm 737-800 Aircraft from the Aircraft in Table 1 as described in
Letter Agreement XIA-PA-03757-LA-1208905, Customer will receive the [********] as the firm thirty-one (31) 737-800 Aircraft described
in this Letter Agreement, [********************************************************].


 


		4.	Escalation of Credit Memoranda.



 


Unless
otherwise noted, the amounts of the Credit Memoranda stated in paragraphs 1.1 through 1.5 and paragraph 2 are in [********]
base year dollars and will be escalated to the scheduled month of the respective Aircraft delivery pursuant to Supplemental Exhibit AE1
of the Purchase Agreement and shall be subject to the same provisions set forth in Letter Agreement XIA-PA-03758-LA-1207434. The
Credit Memoranda may, at the election of Customer, be (i) applied against the Aircraft Price of the respective Aircraft at
the time of delivery, or (ii) used for the purchase of other Boeing goods and services (but shall not be applied to advance
payments).


 


		5.	Assignment.



 


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


 


		6.	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.


 





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




 




    

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	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




 




    

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	BOEING PROPRIETARY




     


    

 


 


 


XIA-PA-03757-LA-1504497


 


Xiamen Airlines


22 Dailiao Road


Xiamen, Fujian Province, 361006


People’s Republic of China


 


		Subject:	Applicability
                                         Matters – Table 2 Aircraft



 


		Reference:	Purchase
                                         Agreement No. PA-03757 (Purchase Agreement) between The Boeing Company (Boeing)
                                         and Xiamen Airlines (Customer) relating to Model 737-800 aircraft (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.          Purchase
Agreement Terms – Applicability. Boeing and Customer have agreed upon the additional purchase of Aircraft listed in
Table 2 to the Purchase Agreement (Table 2). As stated below, the following defines the applicability for the provisions
of the Purchase Agreement to the Aircraft listed in Table 2 at time of signing this Letter Agreement. This Letter Agreement is
not applicable the Aircraft listed in Table 1 to the Purchase Agreement.


 


1.1           Unless
otherwise excluded or revised below, the terms of the Purchase Agreement will apply to the Aircraft listed in Table 2, where “Table
1” is listed or, when not, the terms of the Purchase Agreement are applicable to the Aircraft:


 


		i.	Purchase Agreement –
Article 1 through Article 5, excluding 4.1 related to the Deposit;



 


		ii.	Exhibit A and B, and Supplemental
Exhibits AE1, BFE1, SLP1 and CS1, except that under Supplemental Exhibit CS1, Boeing is [******************];



 


		iii.	Letter Agreement XIA-PA-03757-LA-1207484,
Seller Purchased Equipment



 


		iv.	Letter Agreement XIA-PA-03757-LA-1207481,
Boeing Purchase of Buyer Furnished Equipment;



 


		v.	Letter Agreement XIA-PA-03757-LA-1207439,
Spare Parts Initial Provisioning;



 


		vi.	Letter Agreement XIA-PA-03757-LA-1207482,
Loading of Customer Software;



 


		vii.	Letter Agreement XIA-PA-03757-LA-1207432,
Aircraft Model Substitution



 





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	BOEING PROPRIETARY




     


    

 


 


 


		viii.	Letter Agreement XIA-PA-03757-LA-1207433R1,
Payment Matters, with the exception that paragraph 1, titled Advance Payment Schedule does not apply to the Aircraft in Table
2, paragraph 2, titled Advance Payments for the Aircraft – Due on the Effective Date of the Purchase Agreement applies to
Table 2 payment of [********] and paragraph 7, titled Default Interest, is amended to replace the last sentence with, “The
rate of interest for Customer’s delayed payment of the advance payments shall be [********].”



 


		ix.	Letter Agreement XIA-PA-03757-LA-1207435,
Government Approval Matters;



 


		x.	Letter Agreement XIA-PA-03757-LA-1207436,
Liquidated Damages – Non-Excusable Delay, with the exception that paragraph 1, Liquidated Damages, is revised to read as
follows:






 


	 	The amount of liquidated damages will be derived from
	 	[**********************************************************************************
	 	***********************************************************************************
	 	***********************************************************************************
	 	***********************************************************************************
	 	***********************************************************************************
	 	
        ******************************************************************] 

	 	(Liquidated Damages).







 


		xi.	Letter Agreement XIA-PA-03757-LA-1207437,
Aircraft Performance Guarantees;



 


		xii.	Letter Agreement XIA-PA-03757-LA-1207438,
Significant Aircraft Improvement;



 


		xiii.	Letter Agreement XIA-PA-03757-LA-1207452,
Clarification and Understanding;



 


1.2           The
following terms of the Purchase Agreement do not apply to the Aircraft listed in Table 2:


 


		i.	Letter Agreement XIA-PA-03757-LA-1207434,
Special Escalation Program;



 


		ii.	Letter Agreement XIA-PA-03757-LA-1207440,
Special Matters;



 


		iii.	Letter Agreement XIA-PA-03757-LA-1207453R1,
Volume Agreement



 


		iv.	Letter Agreement XIA-PA-03757-LA-1207483R1,
Promotional Support – Follow On Aircraft; and



 


		v.	Letter Agreement XIA-PA-03757-LA-1208905,
Right to Purchase Additional Aircraft.



 





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	 	March 14, 2016
	 	Page 14
	BOEING PROPRIETARY




     


    

 


 


 


		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.


 


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




 




    
	 	March 14, 2016
	 	Page 15
	BOEING PROPRIETARY




     


    

 


 


 


XIA-PA-03757-LA-1504498


 


Xiamen Airlines


22 Dailiao Road


Xiamen, Fujian Province, 361006


People’s Republic of China


 


		Subject:	Special
                                         Matters – Table 2 Aircraft



 


		Reference:	Purchase
                                         Agreement No. PA-03757 (Purchase Agreement) between The Boeing Company (Boeing)
                                         and Xiamen Airlines (Customer) relating to Model 737-800 aircraft (Aircraft)



 


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


 


1.          Credit
Memoranda. In consideration of Customer’s purchase of the Aircraft listed in Table 2 of the Purchase Agreement (Table
2), at the time of delivery of each such Aircraft, unless otherwise noted below, Boeing will provide to Customer the following
credit memoranda:


 


1.1           Basic
Credit Memorandum. Boeing will issue to Customer a basic credit memorandum (Basic Credit Memorandum) in an amount of[********].


 


1.2           Customer
Support Credit Memorandum. Boeing will issue to Customer a customer support credit memorandum (Customer Support Credit
Memorandum) in an amount of [********].


 


1.3           Customer
Loyalty Credit Memorandum. Boeing will issue to Customer a customer loyalty credit memorandum (Customer Loyalty Credit
Memorandum) in an amount of [********].


 


1.4           2018
Aircraft Delivery Credit Memorandum. For Aircraft delivering in 2018, Boeing will issue to Customer a 2018 aircraft delivery
credit memorandum (2018 Aircraft Delivery Credit Memorandum) in an amount of [********].


 


1.5           Executive
Closing Credit Memorandum. Boeing will issue to Customer an executive closing credit memorandum (Executive Closing Credit
Memorandum) in an amount of [********].


 


1.6           Unless
otherwise noted, the amounts of the credit memoranda stated in paragraphs 1.1 through 1.5 above are in [********] base year
dollars and will be escalated to the scheduled delivery month of the respective Aircraft pursuant to Supplemental Exhibit AE1
of the Purchase Agreement and will be subject to the provisions set forth in letter agreement XIA-PA-03757-LA-1504499 to the Purchase
Agreement titled, Special Escalation Program – Table 2 Aircraft. In addition, unless otherwise noted, the credit memoranda
may, at Customer’s election, be (i) applied against the Aircraft Price of the respective Aircraft at the time of delivery
or (ii) used for the purchase of other Boeing goods and services (but will not be applied to advance payments).


 





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	BOEING PROPRIETARY




     


    

 


 


 


1.7           [********************]
Credit Memoranda. As an additional consideration for Customer’s purchase of the Aircraft in Table 2, Boeing will issue
to Customer a fleet introduction credit memorandum (Fleet Introduction Credit Memorandum) in the fixed amount of [********]
each at or about the following dates:


 


	[********]	[********]	[********]
	[********]	[********]	[********]
	[********]	[********]	[********]
	[********]	[********]	[********]
	[********]	[********]	[********]


 


The
Fleet Introduction Credit Memoranda may, at Customer’s election, be (i) applied against the [**************************]
or (ii) used for the purchase of other Boeing goods and services (but will not be applied to any advance payments).


 


1.8           Special
Consideration – Promotional Support. As an additional consideration for Customer’s purchase of the Aircraft in
Table 2, Boeing will expand the definition of “Covered Aircraft” in letter agreement XIA-PA-03757-LA-1207483R1 to
the Purchase Agreement titled, Promotional Support – Follow On Aircraft, to also include the Aircraft in Table 2, notwithstanding
the terms of letter agreement XIA-PA-03757-LA-1504497 to the Purchase Agreement titled, Applicability Matters – Table 2
Aircraft. Therefore, Boeing agrees to provide Promotional Support to Customer during the Performance Period in a value not to
exceed [********] for each of the Aircraft in Table 2. The Performance Period of the Promotional Support for the Aircraft in Table
2 will begin on [********].


 


1.9           [********]
Credit Memorandum. As an additional consideration for Customer’s purchase of the Aircraft in Table 2, Boeing will issue
to Customer a [********] credit memorandum ([********] Credit Memorandum) in the fixed amount of [********]. The [********] Credit
Memorandum may be used for the purchase of other Boeing goods and services (but will not be applied to any advance payments).


 


		2.	Assignment.



 


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


 





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	 	March 14, 2016
	 	Page 17
	BOEING PROPRIETARY




     


    

 


 


 


		3.	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.


 


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




 




    
	 	March 14, 2016
	 	Page 18
	BOEING PROPRIETARY




     


    

 





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




 





 



 


XIA-PA-03757-LA-1504499


 


Xiamen Airlines


22 Dailiao Road


Xiamen, Fujian Province, 361006


People’s Republic of China


 


		Subject:	Special
                                         Escalation Program – Table 2 Aircraft



 


		Reference:	Purchase
                                         Agreement No. PA-03757 (Purchase Agreement) between The Boeing Company (Boeing)
                                         and Xiamen Airlines (Customer) relating to Model 737-800 aircraft (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.	Definitions.



 


Program
Aircraft means each Aircraft specified in Table 2 of the Purchase Agreement as of the date of this Letter Agreement.


 


		2.	Applicability.



 


Notwithstanding
any other provision of the Purchase Agreement to the contrary, the parties agree that the Escalation Adjustment for the Airframe
Price and Optional Features Prices for each Program Aircraft shall be determined in accordance with this Letter Agreement.


 


		3.	Capped Escalation.



 


Boeing
will cap the Escalation Adjustment for the Airframe Price and Optional Features Prices of each Program Aircraft in accordance
with the terms of this Letter Agreement.


 


3.1           The
Escalation Adjustment for the Airframe Price and Optional Features Prices of each Program Aircraft will be capped at a fixed rate
of [********] per year compounded annually resulting in the escalation factors set forth in the Attachment (Capped Factors).


 


3.2           If
the actual escalation factor, as determined in accordance with Supplemental Exhibit AE1 at time of delivery of an Program
Aircraft, produces an escalation rate less than or equal to [********] cumulative annual escalation factor, then the escalation
rate so produced shall apply for such Program Aircraft.


 


3.3           If
the actual escalation factor, as determined in accordance with Supplemental Exhibit AE1 at time of delivery of an Program
Aircraft, produces an escalation rate more than [********] cumulative annual escalation factor, then the Escalation Adjustment
will be determined using the Capped Factors.


 





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    BOEING PROPRIETARY


     


    

 


 


 


		4.	Affect on Advance Payments.



 


The
amount and timing of advance payments Customer is required to pay to Boeing pursuant to the Purchase Agreement shall be unaffected
by any terms set forth in this Letter Agreement.


 


		5.	Aircraft Applicability.



 


Unless
otherwise stated, the terms of this Letter Agreement shall only apply to the firm Aircraft set forth in Table 2 of the Purchase
Agreement as of the execution date of this Letter Agreement.


 


		6.	Applicability to Other
Financial Consideration.



 


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


 


		7.	Assignment.



 


This
Letter Agreement is provided as an accommodation to Customer in consideration of Customer becoming the operator of the Program
Aircraft and cannot be assigned in whole or in part.


 


		8.	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.


 





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treatment and has been omitted and filed separately with the commission




 




    

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	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 3
	BOEING PROPRIETARY




     


    

 





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




 





 



 


ATTACHMENT 


 


Escalation
Factors - [********] Base Year


 


	Month	 	[********]

    Factors
	[********]	 	[********]
	[********]	 	[********]
	[********]	 	[********]
	[********]	 	[********]
	[********]	 	[********]
	[********]	 	[********]
	[********]	 	[********]
	[********]	 	[********]
	[********]	 	[********]
	[********]	 	[********]
	[********]	 	[********]
	[********]	 	[********]
	[********]	 	[********]
	[********]	 	[********]
	[********]	 	[********]
	[********]	 	[********]
	[********]	 	[********]
	[********]	 	[********]


 





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


  




    BOEING
                                         PROPRIETARY