Exhibit 4.42


 


PURCHASE AGREEMENT NUMBER GUN-PA-04455


 


between


 


THE BOEING COMPANY


 


and


 


China
Southern Airlines Company Limited


 


with


 


CHINA SOUTHERN AIRLINES GROUP IMPORT AND
EXPORT TRADING CORP., LTD.


 


as Consenting Party


 


Relating to Boeing Model 787-9 Aircraft


 


(Contract Reference No. 16SIES2017US)


 


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


 




    
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TABLE OF CONTENTS


 


	ARTICLES	 	 
	Article 1.	Quantity, Model, Description and Inspection	 
	Article 2.	Delivery Schedule	 
	Article 3.	Price	 
	Article 4.	Payment	 
	Article 5.	Additional Terms	 
	 	 	 
	TABLE	 	 
	1.	Aircraft Information Table	 
	 	 	 
	EXHIBIT	 	 
	A.	Aircraft Configuration	 
	B.	Aircraft Delivery Requirements and Responsibilities	 
	 	 	 
	SUPPLEMENTAL EXHIBITS	 
	AE1.	[****************************************************]	 
	BFE1.	BFE Variables	 
	CS1.	Customer Support Document	 
	EE1.	Engine Escalation/Engine Warranty and Patent Indemnity	 
	SLP1.	Service Life Policy Components	 


 


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LETTER AGREEMENTS


 


	LA-1600105	LA-AGTA Terms Updates
	 	 
	LA-1600109	LA-Customer Support-Code 3-787
	 	 
	LA-1600110	LA-e-Enabling Software Matters-787
	 	 
	LA-1600111	LA-Escalation-Capped Factors
	 	 
	LA-1600112	LA-EULA Special Matters
	 	 
	LA-1600113	LA-Government Approval
	 	 
	LA-1600114	LA-Liquidated Damages Non-Excusable Delay
	 	 
	LA-1600116	LA-Open Configuration Matters
	 	 
	LA-1600117	LA-Performance Guarantees
	 	 
	LA-1600118 	LA-Post-Delivery Software and Data Loading-787
	 	 
	LA-1600119 	LA-Promotional Support
	 	 
	LA-1600123	 LA-Seats and IFE Special Provisions-787
	 	 
	LA-1600124	LA-Used Aircraft Trade-In Matters
	 	 
	LA-1600125	LA-Framework Agreement
	 	 
	LA-1600126 	LA-Special Matters
	 	 
	LA-1603083	LA-Cabin Systems Equipment
	 	 
	LA-1603084	LA-Payment Matters
	 	 
	LA-1603085	LA-Clarifications and Understandings
	 	 
	LA-1603086 	LA-Customer Support Matters
	 	 
	LA-1603087	LA-Integrated Performance Remedy
	 	 
	LA-1603088	Shareholder Meeting Process


 


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


 




    
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Purchase
Agreement No. PA-04455


 


between


 


The
Boeing Company


 


and


 


China
Southern Airlines Company Limited


 


with


 


CHINA SOUTHERN AIRLINES GROUP IMPORT AND
EXPORT TRADING CORP., LTD.


 


as Consenting Party


 


This Purchase Agreement
No. PA-04455 between The Boeing Company, a Delaware corporation, (Boeing) and China Southern Airlines Company Limited
(Customer) with China Southern Airlines Group Import and Export Trading Corp., Ltd. As consenting party (Consenting
Party), binding and in full force and effect on the date executed below (Effective Date), relating to the purchase
and sale of Model 787-9 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 September 19, 2000, between Boeing and Consenting Party (formerly known
as China Southern Airlines Group Import and Export Trading Corp., Ltd.), identified as AGTA-GUN (AGTA). All capitalized
terms used but not defined in this Purchase Agreement have the same meaning as in the AGTA, except that the term “Buyer”
in the AGTA shall mean “Customer” in this Purchase Agreement.


 


1.            Quantity,
Model, Description and Inspection.


 


The aircraft to be delivered
to Customer will be designated as Model 787-9 aircraft (Aircraft). Boeing will manufacture and sell to Customer Aircraft
conforming to the configuration described in Exhibit A in the quantities listed in Table 1 to the Purchase Agreement.
[*************] prior 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 Table 1. Exhibit B describes certain responsibilities for both Customer
and Boeing in order to accomplish the delivery of the Aircraft.


 


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3.            Price.


 


3.1           Aircraft
Basic Price. The Aircraft Basic Price is listed in Table 1 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 Table 1 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 Table 1 for each Aircraft (Deposit).


 


4.2           The
standard advance payment schedule for the Model 787-9 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 [***************************],
less the Deposit, due within five (5) days of the Effective Date. Additional advance payments for each Aircraft are due as
specified in and on the first business day of the months listed in the attached Table 1.


 


4.3           For
any Aircraft whose scheduled month of delivery is less than twenty-four (24) months from the Effective Date, the total amount
of advance payments due within five (5) days of the Effective Date 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. Table 1 consolidates 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 as incorporated in the Purchase Agreement, and, for clarity, all references to Exhibit B
to the AGTA in the Purchase Agreement will 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.


 


“[***]” This information is subject to confidential
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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.


 


	AGREED AND ACCEPTED this	 	 
	 	 	 
	 	 	 
	Date	 	 


  


	THE BOEING COMPANY	 
	 	 	 
	By	 	 
	 	 	 
	Its	       Attorney-In-Fact	 


 


	CHINA SOUTHERN AIRLINES COMPANY LIMITED	 
	 	 
	By	 	 
	 	 	 
	Its	 	 


 


	CHINA SOUTHERN AIRLINES GROUP IMPORT AND EXPORT TRADING CORP., LTD.	 
	 	 
	By	 	 
	 	 	 
	Its	 	 


 


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


 




    
	GUN-PA-04455	 
	BOEING PROPRIETARY




     


    

 


	
         

          
	
        The Boeing Company

        P.O. Box 3707

        Seattle, WA 98124-2207





 


 


Table 1 To

Purchase Agreement No. PA-04455

Aircraft Delivery,
Description, Price and Advance Payments


 








	Airframe
    Model/MTOW: 	 	787-9	 	560000
    pounds	 	Detail
    Specification:	 	787B1-4102-S
    (12/11/2015)	 	
	Engine
    Model/Thrust: 	 	GENX-1B74/75	 	74100
    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):	 	[***********]	 	 
	Deposit
    per Aircraft at Proposal Acceptance:	 	 	 	[***********]	 	 	 	 	 	 







 


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


 





	 	 	 	 	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
    Mos.	 	6
    Mos.	 	Total
	Date	 	Aircraft	 	(Airframe)	 	(Engine)
     	 	 	 	Price
    Per A/P	 	[***********]	 	[***********]	 	[***********]	 	[***********]	 	[***********]
	Apr-2018	 	1	 	[***********]	 	[***********]
     	 	 	 	[***********]	 	[***********]	 	[***********]	 	[***********]	 	[***********]	 	[***********]
	May-2018	 	1	 	[***********]	 	[***********]
     	 	 	 	[***********]	 	[***********]	 	[***********]	 	[***********]	 	[***********]	 	[***********]
	Jun-2018	 	2	 	[***********]	 	[***********]
     	 	 	 	[***********]	 	[***********]	 	[***********]	 	[***********]	 	[***********]	 	[***********]
	Jul-2018	 	1	 	[***********]	 	[***********]
     	 	 	 	[***********]	 	[***********]	 	[***********]	 	[***********]	 	[***********]	 	[***********]
	Apr-2019	 	1	 	[***********]	 	[***********]
     	 	 	 	[***********]	 	[***********]	 	[***********]	 	[***********]	 	[***********]	 	[***********]
	May-2019	 	1	 	[***********]	 	[***********]
     	 	 	 	[***********]	 	[***********]	 	[***********]	 	[***********]	 	[***********]	 	[***********]
	Jul-2019	 	1	 	[***********]	 	[***********]
     	 	 	 	[***********]	 	[***********]	 	[***********]	 	[***********]	 	[***********]	 	[***********]
	Aug-2019	 	1	 	[***********]	 	[***********]
     	 	 	 	[***********]	 	[***********]	 	[***********]	 	[***********]	 	[***********]	 	[***********]
	Apr-2020	 	1	 	[***********]	 	[***********]
     	 	 	 	[***********]	 	[***********]	 	[***********]	 	[***********]	 	[***********]	 	[***********]
	May-2020	 	1	 	[***********]	 	[***********]
     	 	 	 	[***********]	 	[***********]	 	[***********]	 	[***********]	 	[***********]	 	[***********]
	Jul-2020	 	1	 	[***********]	 	[***********]
     	 	 	 	[***********]	 	[***********]	 	[***********]	 	[***********]	 	[***********]	 	[***********]
	Total:	 	12	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 







 


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


 


GUN-PA-04455 Table 1 91616-1F.TXT


 




    
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AIRCRAFT CONFIGURATION


 


between


 


THE BOEING COMPANY


 


and


 


China
Southern Airlines Company Limited


 


with


 


CHINA SOUTHERN AIRLINES GROUP IMPORT AND
EXPORT TRADING CORP., LTD.


 


as Consenting Party


 


Exhibit A to Purchase Agreement Number PA-04455


 


“[***]” This information is subject to confidential
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Exhibit A


 


AIRCRAFT CONFIGURATION


 


Dated ______________


 


relating to


 


BOEING MODEL 787-9 AIRCRAFT


 


The content of this Exhibit A
will be defined pursuant to the provisions of Letter Agreement GUN-PA-04455-LA-1600116 to the Purchase Agreement, entitled “Open
Configuration Matters”.


 


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AIRCRAFT
DELIVERY REQUIREMENTS AND RESPONSIBILITIES


 


between


 


THE BOEING COMPANY


 


and


 


China
Southern Airlines Company Limited


 


with


 


CHINA SOUTHERN AIRLINES GROUP IMPORT AND
EXPORT TRADING CORP., LTD.


 


as Consenting Party


 


Exhibit B to Purchase Agreement Number PA-04455


 


“[***]” This information is subject to confidential
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Exhibit B


 


AIRCRAFT DELIVERY REQUIREMENTS AND RESPONSIBILITIES


 


relating to


 


BOEING MODEL 787-9 AIRCRAFT


 


Both Boeing and Customer
have certain documentation and approval responsibilities at various times during the construction cycle of the Aircraft that are
critical to making the delivery of each Aircraft a positive experience for both parties. This Exhibit B documents those responsibilities
and indicates recommended completion deadlines for the actions to be accomplished.


 


1.            GOVERNMENT
DOCUMENTATION REQUIREMENTS.


 


Certain actions are required
to be taken by Customer in advance of the scheduled delivery month of each Aircraft with respect to obtaining certain government
issued documentation.


 


1.1           Airworthiness
and Registration Documents. Not later than [************************] of each Aircraft, Customer will notify Boeing of the
registration number to be painted on the side of the Aircraft. If required by the regulatory authority, Customer will authorize,
by letter to the regulatory authority having jurisdiction, the display of such registration numbers by Boeing during the pre-delivery
testing of the Aircraft, no later than [************************]of each Aircraft.


 


Customer is responsible
for furnishing any temporary or permanent registration certificates required by any governmental authority having jurisdiction
to be displayed aboard the Aircraft after delivery.


 


1.2           Certificate
of Sanitary Construction.


 


1.2.1           U.S.
Registered Aircraft. Boeing will obtain from the United States Public Health Service, a United States Certificate of Sanitary
Construction to be displayed aboard each Aircraft after delivery to Customer. The above Boeing obligation only applies to commercial
passenger aircraft.


 


1.2.2           Non-U.S.
Registered Aircraft. If Customer requires a United States Certificate of Sanitary Construction at the time of delivery of
the Aircraft, Customer will give written notice thereof to Boeing at least [************************]. Boeing will then use commercially
reasonable efforts to obtain the certificate from the United States Public Health Service and present it to Customer at the time
of Aircraft delivery. The above Boeing obligation only applies to commercial passenger aircraft.


 


“[***]” This information is subject to confidential
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1.3           Customs
Documentation.


 


1.3.1           Import
Documentation. If the Aircraft is intended to be exported from the United States, Customer must notify Boeing not later than
[************************] of each Aircraft of any documentation required by the customs authorities or by any other agency of
the country of import.


 


1.3.2           General
Declaration - U.S. If the Aircraft is intended to be exported from the United States, Boeing will prepare Customs Form 7507,
General Declaration, for execution by U.S. Customs immediately prior to the ferry flight of the Aircraft. For this purpose, Customer
will furnish to Boeing not later than [************************] all information required by U.S. Customs and Border Protection,
including without limitation (i) a complete crew and passenger list identifying the names, birth dates, passport numbers
and passport expiration dates of all crew and passengers and (ii) a complete ferry flight itinerary, including point of exit
from the United States for the Aircraft.


 


If Customer intends, during
the ferry flight of an Aircraft, to land at a U.S. airport after clearing Customs at delivery, Customer must notify Boeing not
later than [************************] of such intention. If Boeing receives such notification, Boeing will provide to Customer
the documents constituting a customs permit to proceed, allowing such Aircraft to depart after any such landing. Sufficient copies
of completed Form 7507, along with passenger manifest, will be furnished to Customer to cover U.S. stops scheduled for the
ferry flight.


 


1.3.3           Export
Declaration - U.S. If the Aircraft is intended to be exported from the United States following delivery, and (i) Customer
is a non-U.S. customer, Boeing will file an export declaration electronically with U.S. Customs and Border Protection (CBP),
or (ii) Customer is a U.S. customer, it is the responsibility of the U.S. customer, as the exporter of record, to file the
export declaration with CBP.


 


2.            Insurance
Certificates.


 


Unless provided earlier,
Customer will provide to Boeing not later than [************************] of the first Aircraft, a copy of the requisite annual
insurance certificate in accordance with the requirements of Article 8 of the AGTA.


 


3.            NOTICE
OF FLYAWAY CONFIGURATION.


 


Not later than [************************]
of the Aircraft, Customer will provide to Boeing a configuration letter stating the requested "flyaway configuration"
of the Aircraft for its ferry flight. This configuration letter should include:


 


(i)          the
name of the company which is to furnish fuel for the ferry flight and any scheduled post-delivery flight training, the method
of payment for such fuel, and fuel load for the ferry flight;


 


(ii)         the
cargo to be loaded and where it is to be stowed on board the Aircraft, the address where cargo is to be shipped after flyaway
and notification of any hazardous materials requiring special handling;


 


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(iii)        any
BFE equipment to be removed prior to flyaway and returned to Boeing BFE stores for installation on Customer's subsequent Aircraft;


 


(iv)        a
complete list of names and citizenship of each crew member and non-revenue passenger who will be aboard the ferry flight; and


 


(v)         a
complete ferry flight itinerary.


 


4.            DELIVERY
ACTIONS BY BOEING.


 


4.1           Schedule
of Inspections. All FAA, Boeing, Customer and, if required, U.S. Customs Bureau inspections will be scheduled by Boeing for
completion prior to delivery or departure of the Aircraft. Customer will be informed of such schedules.


 


4.2           Schedule
of Demonstration Flights. All FAA and Customer demonstration flights will be scheduled by Boeing for completion prior to delivery
of the Aircraft.


 


4.3           Schedule
for Customer's Flight Crew. Boeing will inform Customer of the date that a flight crew is required for acceptance routines
associated with delivery of the Aircraft.


 


4.4           Fuel
Provided by Boeing. Boeing will provide to Customer, without charge, the amount of fuel shown in U.S. gallons in the table
below for the model of Aircraft being delivered and full capacity of engine oil at the time of delivery or prior to the ferry
flight of the Aircraft.


 


	Aircraft
    Model	Fuel
    Provided
	787	[************************]


 


4.5           Flight
Crew and Passenger Consumables. Boeing will provide reasonable quantities of food, coat hangers, towels, toilet tissue, drinking
cups and soap for the first segment of the ferry flight for the Aircraft.


 


4.6           Delivery
Papers, Documents and Data. Boeing will have available at the time of delivery of the Aircraft certain delivery papers, documents
and data for execution and delivery. If the Aircraft will be registered with the FAA, Boeing will pre-position in Oklahoma City,
Oklahoma, for filing with the FAA at the time of delivery of the Aircraft an executed original Form 8050-2, Aircraft Bill
of Sale, indicating transfer of title to the Aircraft from Boeing to Customer.


 


4.7           Delegation
of Authority. If specifically requested in advance by Customer, Boeing will present a certified copy of a delegation of authority,
designating and authorizing certain persons to act on its behalf in connection with delivery of the Aircraft.


 


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5.            DELIVERY
ACTIONS BY CUSTOMER.


 


5.1           Aircraft
Radio Station License. At delivery Customer will provide its aircraft radio station license to be placed on board the Aircraft
following delivery.


 


5.2           Aircraft
Flight Log. At delivery Customer will provide the aircraft flight log for the Aircraft.


 


5.3           Delegation
of Authority. Customer will present to Boeing at delivery of the Aircraft an original or certified copy of Customer's delegation
of authority designating and authorizing certain persons to act on its behalf in connection with delivery of the specified Aircraft.


 


5.4           TSA
Waiver Approval. Customer may be required to have an approved Transportation Security Administration (TSA) waiver for
the ferry flight depending upon the Customer’s en-route stop(s) and destination unless the Customer already has a TSA approved
security program in place. Customer is responsible for application of the TSA waiver and obtaining TSA approval. Customer will
provide a copy of the approved TSA waiver to Boeing upon arrival at the Boeing delivery center.


 


5.5           Electronic
Advance Passenger Information System. Should the ferry flight of an Aircraft leave the United States, the Department of Homeland
Security office requires Customer to comply with the Electronic Advance Passenger Information System (eAPIS). Customer
needs to establish their own account with US Customs and Border Protection in order to file for departure. A copy of the eAPIS
forms is to be provided by Customer to Boeing upon arrival of Customer’s acceptance team at the Boeing delivery center.


 


“[***]” This information is subject to confidential
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ESCALATION ADJUSTMENT


AIRFRAME AND OPTIONAL FEATURES


 


between


 


THE BOEING COMPANY


 


and


 


China
Southern Airlines Company Limited


 


with


 


CHINA SOUTHERN AIRLINES GROUP IMPORT AND
EXPORT TRADING CORP., LTD.


 


as Consenting Party


 


Supplemental Exhibit AE1


to Purchase Agreement Number PA-04455


 


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


 




    
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ESCALATION ADJUSTMENT


AIRFRAME AND OPTIONAL FEATURES


 


relating to


 


BOEING MODEL 787-9 AIRCRAFT


 


1.            Formula.


 


Airframe and Optional
Features price adjustments (Airframe Price Adjustment) are used to allow prices to be stated in current year dollars at
the signing of this Purchase Agreement and to adjust the amount to be paid by Customer at delivery for the effects of economic
fluctuation. The Airframe Price Adjustment will be determined at the time of Aircraft delivery in accordance with the following
formula:


  


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


 


Where:


 


Pa =Airframe Price Adjustment.


 


P =Airframe Price plus the price of the
Optional Features (as set forth in Table 1 of this Purchase Agreement).


 





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




 


Where:


 


[*******] is the base year airframe escalation
index (as set forth in Table 1 of this Purchase Agreement);


 


[******] is a value determined using the U.S.
Department of Labor, Bureau of Labor Statistics, Employment Cost Index for [************************************] [*******************************],
calculated by establishing a three-month arithmetic average value (expressed as a decimal and rounded to the nearest tenth) using
the values for the 11th, 12th and 13th months prior to the month of scheduled delivery of the
applicable Aircraft. As the Employment Cost Index values are only released on a quarterly basis, the value released for the first
quarter will be used for the months of January, February, and March; the value released for the second quarter will be used for
the months of April, May, and June; the value released for the third quarter will be used for the months of July, August, and
September; the value released for the fourth quarter will be used for the months of October, November, and December.


 


“[***]” This information is subject to confidential
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	[**********]	[***]
	 	[***]


 


Where:


 


[***] is the base year index (as set forth
in Table 1 of this Purchase Agreement); and


 


[***] is a value determined using the U.S.
Department of Labor, Bureau of Labor [************************]**************], calculated as a three (3) month arithmetic
average of the released monthly values (expressed as a decimal and rounded to the nearest tenth) using the values for the 11th,
12th, and 13th months prior to the month of scheduled delivery of the applicable Aircraft.


 


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


 


Where:


 


N is the number of calendar months which have
elapsed from the Airframe Price base year and month up to and including the month of delivery, both as shown in Table 1 of
the Purchase Agreement. The entire calculation of [************************] will be rounded to 4 places, and the final value
of B will be rounded to the nearest dollar.


 


As an example, for an Aircraft scheduled to
be delivered in the month of July, the months of June, July, and August of the preceding year will be utilized in determining
the value of [*********].


 


Note:


 


		(i)	In determining the values of L and M, all calculations
and resulting values will be expressed as a decimal rounded to the nearest ten-thousandth.



 


		(ii)	[***] is the numeric ratio attributed to labor in the Airframe
Price Adjustment formula.



 


		(iii)	[***] is the numeric ratio attributed to materials in the
Airframe Price Adjustment formula.



 


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


 




    
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		(iv)	The denominators (base year indices) are the actual average
values reported by the U.S. Department of Labor, Bureau of Labor Statistics. The actual average values are calculated as a three (3)
month arithmetic average of the released monthly values (expressed as a decimal and rounded to the nearest tenth) using the values
for the 11th, 12th and 13th months prior to the airframe base year. The applicable base year
and corresponding denominator is provided by Boeing in Table 1 of this Purchase Agreement.



 


		(v)	The final value of Pa will be rounded to the
nearest dollar.



 


		(vi)	The Airframe Price Adjustment will not be made if it will
result in a decrease in the Aircraft Basic Price.



 


2.            Values
to be Utilized in the Event of Unavailability.


 


2.1           If
the Bureau of Labor Statistics substantially revises the methodology used for the determination of the values to be used to determine
the ECI and ICI values (in contrast to benchmark adjustments or other corrections of previously released values), or for any reason
has not released values needed to determine the applicable Airframe Price Adjustment, the parties will, prior to the delivery
of any such Aircraft, select a substitute from other Bureau of Labor Statistics data or similar data reported by non-governmental
organizations. Such substitute will result in the same adjustment, insofar as possible, as would have been calculated utilizing
the original values adjusted for fluctuation during the applicable time period. However, if within twenty-four (24) months
after delivery of the Aircraft, the Bureau of Labor Statistics should resume releasing values for the months needed to determine
the Airframe Price Adjustment; such values will be used to determine any increase or decrease in the Airframe Price Adjustment
for the Aircraft from that determined at the time of delivery of the Aircraft.


 


2.2           Notwithstanding
Article 2.1 above, if prior to the scheduled delivery month of an Aircraft the Bureau of Labor Statistics changes the base
year for determination of the ECI and ICI values as defined above, such re-based values will be incorporated in the Airframe Price
Adjustment calculation.


 


2.3           In
the event escalation provisions are made non-enforceable or otherwise rendered void by any agency of the United States Government,
the parties agree, to the extent they may lawfully do so, to equitably adjust the Aircraft Price of any affected Aircraft to reflect
an allowance for increases or decreases consistent with the applicable provisions of paragraph 1 of this Supplemental Exhibit AE1
in labor compensation and material costs occurring since August of the year prior to the price base year shown in the Purchase
Agreement.


 


2.4           If
within twelve (12) months of Aircraft delivery, the published index values are revised due to an acknowledged error by the
Bureau of Labor Statistics, the Airframe Price Adjustment will be re-calculated using the revised index values (this does not
include those values noted as preliminary by the Bureau of Labor Statistics). A credit memorandum or supplemental invoice will
be issued for the Airframe Price Adjustment difference. Interest charges will not apply for the period of original invoice to
issuance of credit memorandum or supplemental invoice.


 


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


 




    
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Note:


 


		(i)	The values released by the Bureau of Labor Statistics and
available to Boeing thirty (30) days prior to the first day of the scheduled delivery month of an Aircraft will be used to
determine the ECI and ICI values for the applicable months (including those noted as preliminary by the Bureau of Labor Statistics)
to calculate the Airframe Price Adjustment for the Aircraft invoice at the time of delivery. The values will be considered final
and no Airframe Price Adjustments will be made after Aircraft delivery for any subsequent changes in published index values, subject
always to paragraph 2.4 above.



 


		(ii)	The maximum number of digits to the right of the decimal
after rounding utilized in any part of the Airframe Price Adjustment equation will be 4, where rounding of the fourth digit will
be increased to the next highest digit when the 5th digit is equal to five (5) or greater.



 


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


 




    
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BUYER FURNISHED EQUIPMENT VARIABLES


 


between


 


THE BOEING COMPANY


 


and


 


China
Southern Airlines Company Limited


 


with


 


CHINA SOUTHERN AIRLINES GROUP IMPORT AND
EXPORT TRADING CORP., LTD.


 


as Consenting Party


 


Supplemental Exhibit BFE1


to Purchase Agreement Number PA-04455


 


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


 




    
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BUYER FURNISHED EQUIPMENT VARIABLES


 


relating to


 


BOEING MODEL 787-9 AIRCRAFT


 


This Supplemental Exhibit BFE1
contains supplier selection dates, on-dock dates and other requirements applicable to the Aircraft.


 


1.            Supplier
Selection.


 


Customer will:


 


Select and notify Boeing
of the suppliers and model/part of the following BFE items by the first day of the following months:


 





	Upholstery	[****************]
	Galley Carts	[****************]
	Life Vests	[****************]
	Bar Units	[****************]
	Misc. Monuments	[****************]
	Non-Standard Closeout Furniture	[****************]
	Seats & IFE (All Classes)	[****************]




 


2.            On-dock
Dates and Other Information.


 


On or before [**************],
Boeing will provide to Customer the BFE Requirements electronically in My Boeing Fleet (MBF), through My Boeing Configuration
(MBC). These requirements may be periodically revised, setting forth the items, quantities, on-dock dates and shipping
instructions and other requirements relating to the in-sequence installation of BFE. For planning purposes, preliminary BFE on-dock
dates are set forth below:


 


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


 




    
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Customer’s First Aircraft: BFE Premium
Class Seat and Non-Standard Closeout Furniture Program Milestones (First Aircraft Delivery Only)


 


	Milestone	 	Completion Date
	Initial Technical Coordination Meeting (ITCM)	 	[****************]
	Preliminary Design Review (PDR)	 	[****************]
	Critical Design Review (CDR)	 	[****************]
	Final Seat Review (FSR)	 	[****************]
	Seats & IFE (All Classes) On-Dock Date for 1st Aircraft delivery	 	[****************]


 


The above schedule dates are subject to change based on the dates
negotiated and agreed to at the ITCM.


 


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


 




    
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Preliminary On-Dock


(Note: All requirements are set forth below.
If a month is listed, then the due date is the first day of the month. If no date is listed, then there is no requirement.)


 


	 	 	Contract Aircraft Delivery

 Month	 	Upholstery *

        On-Dock Date at Supplier
	 	BFE Hardware

        On-Dock Date at 

Boeing

	1	 	Apr-2018	 	[****************]	 	[****************]
	2	 	May-2018	 	[****************]	 	[****************]
	3	 	Jun-2018	 	[****************]	 	[****************]
	4	 	Jun-2018	 	[****************]	 	[****************]
	5	 	Jul-2018	 	[****************]	 	[****************]
	6	 	Apr-2019	 	[****************]	 	[****************]
	7	 	May-2019	 	[****************]	 	[****************]
	8	 	Jul-2019	 	[****************]	 	[****************]
	9	 	Aug-2019	 	[****************]	 	[****************]
	10	 	Apr-2020	 	[****************]	 	[****************]
	11	 	May-2020	 	[****************]	 	[****************]
	12	 	Jul-2020	 	[****************]	 	[****************]


* or as negotiated
at ITCM with Seat Supplier.


 


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


 




    
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3.           Additional
Delivery Requirements - Import.


 


Customer will be the “importer
of record” (as defined by the U.S. Customs and Border Protection) for all BFE imported into the United States, and as
such, it has the responsibility to ensure all of Customer’s BFE shipments comply with U.S. Customs Service regulations.
In the event Customer requests Boeing, in writing, to act as importer of record for Customer’s BFE, and Boeing agrees to
such request, Customer is responsible for ensuring Boeing can comply with all U.S. Customs Import Regulations by making certain
that, at the time of shipment, all BFE shipments comply with the requirements in the “International Shipment Routing Instructions”,
including the Customs Trade Partnership Against Terrorism (C-TPAT), as set out on the Boeing website referenced below.
Customer agrees to include the International Shipment Routing Instructions, including C-TPAT requirements, in each contract between
Customer and BFE supplier.


 


http://www.boeing.com/companyoffices/doingbiz/supplier_portal/index_general.html


 


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


 




    
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787 CUSTOMER SUPPORT DOCUMENT


 


between


 


THE BOEING COMPANY


 


and


 


CHINA SOUTHERN AIRLINES COMPANY LIMITED


 


with


 


CHINA SOUTHERN AIRLINES GROUP IMPORT AND
EXPORT TRADING CORP., LTD.


 


as Consenting Party


 


Supplemental Exhibit CS1 to Purchase Agreement
Number PA-04455


 


This document contains:


 


	Part 1	 	Boeing Maintenance and Flight Training Programs;

        Operations Engineering Support

	Part 2	 	Field and Engineering Support Services
	Part 3	 	Technical Information and Materials
	Part 4	 	Alleviation or Cessation of Performance
	Part 5	 	Protection of Proprietary Information and Proprietary Materials


 


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


 




    
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787 CUSTOMER SUPPORT DOCUMENT


 


PART 1:            BOEING
MAINTENANCE AND FLIGHT TRAINING


PROGRAMS; OPERATIONS ENGINEERING SUPPORT


 


1.            Boeing
Training Programs.


 


Boeing will provide maintenance
training, cabin attendant training, and flight training programs to support the introduction of the Aircraft into service as provided
in this Supplemental Exhibit CS1.


 


1.1           Customer
is awarded [**************]. At any time before [**************] after delivery of Customer’s last Aircraft [**************]
Customer may exchange [**************] for any of the training courses described on Attachment A at the point values described
on Attachment A. At the end of the Training Program Period any unused [**************]will expire.


 


2.            Training
Schedule and Curricula.


 


2.1           Customer
and Boeing will together define and schedule a mutually acceptable plan for the maintenance training, flight training and cabin
attendant training programs. At the conclusion of each planning discussion the parties will document Customer’s course selection
and training requirements, and, if applicable, Training Point application and remaining Training Point balance.


 


2.2           Customer
may also request training by written notice to Boeing identifying desired courses, dates and locations. [**************]of Boeing’s
receipt of such request Boeing will provide written response to Customer confirming whether the requested courses are available
at the times and locations requested by Customer.


 


3.            Location
of Training.


 


3.1           Boeing
will conduct flight, dispatcher, performance engineering and maintenance training at any of its appropriately equipped training
facilities. Customer will decide on the location or mix of locations for training, subject to space being available in the desired
courses at the selected training facility on the dates desired.


 


3.2           If
requested by Customer, Boeing will conduct training (except dispatcher performance engineering training and courses designated
with a # on Attachment A) at a mutually acceptable alternate training site, subject to the following conditions:


 


3.2.1           Customer
will provide acceptable classroom space and training equipment required to present the courses;


 


3.2.2           Customer
will pay Boeing’s portal to portal actual expenses for lodging, ground transportation, laundry, baggage handling, communication
costs and per diem meal charge for each Boeing instructor for each day, or fraction thereof, that the instructor is away from
his home location, including travel time;


 


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


 




    
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3.2.3           Customer
will reimburse Boeing for the actual costs of round-trip transportation for Boeing's instructors and the shipping costs of training
Materials which must be shipped to the alternate training site;


 


3.2.4           Customer
will be responsible for all taxes, fees, duties, licenses, permits and similar expenses incurred by Boeing and its employees as
a result of Boeing’s providing training at the alternate site or incurred as a result of Boeing providing revenue service
training; and


 


3.2.5           Customer
will be responsible for additional expenses, if any, which result from the use of such alternate site.


 


4.            Training
Materials.


 


Training Materials will
be provided for each student. Training Materials may be used only for (i) the individual student’s reference during
Boeing provided training and for review thereafter and (ii) Customer’s provision of training to individuals directly
employed by Customer.


 


5.           Additional
Terms and Conditions.


 


5.1           All
training will reflect an airplane configuration defined by (i) Boeing’s standard configuration specification for 787
aircraft, (ii) Boeing’s standard configuration specification for the minor model of 787 aircraft selected by Customer,
and (iii) any optional features selected by Customer from Boeing’s standard catalog of optional features. Upon Customer’s
request, Boeing may provide training customized to reflect other elements of Customer’s Aircraft configuration subject to
a mutually acceptable price, schedule, scope of work and other applicable terms and conditions.


 


5.2           All
training will be provided in the English language. If translation is required, Customer will provide interpreters. Customer will
be responsible for the additional cost associated with an increase in Boeing’s standard course length to accommodate translation
and may use training points to offset such additional costs.


 


5.3           Customer
will be responsible for all expenses of Customer’s personnel except that in the Puget Sound region of Washington State Boeing
will transport Customer’s personnel between their local lodgings and Boeing’s training facility.


 


5.4           Boeing
flight instructor personnel will not be required to work more than five (5) days per week, or more than eight (8) hours
in any one twenty-four (24) hour period, of which not more than five (5) hours per eight (8) hour workday will
be spent in actual flying (Pilot Day). These foregoing restrictions will not apply to ferry flight assistance or revenue
service training services, which will be governed by FAA rules and regulations.


 


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


 




    
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5.5           Normal
Line Maintenance is defined as line maintenance that Boeing might reasonably be expected to furnish for flight crew training
at Boeing’s facility, and will include ground support and Aircraft storage in the open, but will not include provision of
spare parts. Boeing will provide Normal Line Maintenance services for any Aircraft while the Aircraft is used for flight crew
training at Boeing’s facility in accordance with the [**************]and the [**************]. Customer will provide such
services if flight crew training is conducted elsewhere. Regardless of the location of such training, Customer will be responsible
for providing all maintenance items (other than those included in Normal Line Maintenance) required during the training, including,
but not limited to, fuel, oil, landing fees and spare parts.


 


5.6           If
the training is based at Boeing’s facility and the Aircraft is damaged during such training, Boeing will make all necessary
repairs to the Aircraft as promptly as possible. Customer will pay Boeing’s reasonable charge, including the price of parts
and materials, for making the repairs. If Boeing’s estimated labor charge for the repair exceeds [***********************************],
Boeing and Customer will enter into an agreement for additional services before beginning the repair work.


 


5.7           If
the flight training is based at Boeing’s facility, several airports in the surrounding area may be used, at Boeing’s
option. Unless otherwise agreed in the flight training planning conference, it will be Customer’s responsibility to make
arrangements for the use of such airports.


 


5.8           If
Boeing agrees to make arrangements on behalf of Customer for the use of airports for flight training, Boeing will pay on Customer’s
behalf any landing fees charged by any airport used in conjunction with the flight training. At least thirty (30) days before
flight training, Customer will provide Boeing an open purchase order against which Boeing will invoice Customer for any landing
fees Boeing paid on Customer’s behalf. The invoice will be submitted to Customer approximately sixty (60) days after
flight training is completed, when all landing fee charges have been received and verified. Customer will pay the invoiced amount
to Boeing within thirty (30) days of the date of the invoice.


 


5.9           If
requested by Boeing, in order to provide the flight training or ferry flight assistance, Customer will make available to Boeing
an Aircraft after delivery to familiarize Boeing instructor or ferry flight crew personnel with such Aircraft. If flight of the
Aircraft is required for any Boeing instructor or ferry flight crew member to maintain an FAA license for flight proficiency or
landing currency, Boeing will be responsible for the costs of fuel, oil, landing fees and spare parts attributable to that portion
of the flight.


 


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


 




    
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787 CUSTOMER SUPPORT DOCUMENT


 


PART 2:          FIELD
AND ENGINEERING SUPPORT SERVICES


 


1.            Field
Service Representation.


 


Boeing will furnish field
service representation to advise Customer with respect to the maintenance and operation of the Aircraft (Field Service Representatives).


 


1.1           Field
service representation will be available at or near Customer’s main maintenance or engineering facility beginning before
the scheduled delivery month of the first Aircraft and [******************************]of the last Aircraft covered by a specific
purchase agreement.


 


1.2           Customer
will provide, at no charge to Boeing, suitable enclosed office space with walls and a lockable door that is separated from other
OEMs and the airline, located at the Customer’s facility or other site as mutually agreed. Customer will provide the necessary
infrastructure (i.e. local area network (LAN) lines) to enable wired high-speed internet capability in the office. As required,
Customer will assist each Field Service Representative with visas, work permits, customs, mail handling, identification passes
and formal introduction to local airport authorities.


 


1.3           Boeing’s
Field Service Representatives are assigned to various airports and other locations around the world. Whenever Customer’s
Aircraft are operating through any such airport, the services of Boeing’s Field Service Representatives are available to
Customer.


 


2.            Engineering
Support Services.


 


2.1           Boeing
will, if requested by Customer, provide limited (as determined by Boeing) technical advisory assistance from the Puget Sound area
or from an alternate location, at Boeing’s sole discretion, for any Aircraft or Boeing Product (as defined in Part 1
of Exhibit C of the AGTA). Technical advisory assistance, provided, will include:


 


2.1.1        Analysis
of the information provided by Customer to determine the probable nature and cause of operational problems and a suggestion of
possible solutions.


 


2.1.2        Analysis
of the information provided by Customer to determine the nature and cause of unsatisfactory schedule reliability and a suggestion
of possible solutions.


 


2.1.3        Analysis
of the information provided by Customer to determine the nature and cause of unsatisfactory maintenance costs and a suggestion
of possible solutions.


 


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


 




    
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2.1.4        Analysis
and commentary on Customer’s engineering releases relating to structural repairs not covered by Boeing’s Structural
Repair Manual including those repairs requiring advanced composite structure design.


 


2.1.5        Analysis
and commentary on Customer’s engineering proposals for changes in, or replacement of, systems, parts, accessories or equipment
manufactured to Boeing’s detailed design. Boeing will not analyze or comment on any major structural change unless Customer’s
request for such analysis and comment includes complete detailed drawings, substantiating information (including any information
required by applicable government agencies), all stress or other appropriate analyses, and a specific statement from Customer
of the substance of the review and the response requested.


 


2.1.6        Maintenance
Engineering. Boeing will provide the following Maintenance Engineering support:


 


2.1.6.1           Maintenance
Planning Assistance. Upon request, Boeing will provide [**************] resulting from minor model differences between the
Aircraft and an aircraft of the same model currently operated by Customer.


 


2.1.6.2           ETOPS
Maintenance Planning Assistance. Upon request, Boeing will provide [**************] resulting from minor model differences
between the Aircraft and an aircraft of the same model currently operated by Customer.


 


2.1.6.3           GSE/Shops/Tooling
Consulting. Upon request, Boeing will [**************]resulting from the minor model differences between the Aircraft and
an aircraft of the same model currently operated by Customer.


 


2.1.7        Flight
Operations Engineering Support. Boeing will provide the following Flight Operations Engineering support:


 


2.1.7.1           Assistance
with [**************] to be used in establishing operating practices and policies for Customer’s operation of Aircraft.


 


2.1.7.2           Assistance
with interpretation of the minimum equipment list, the definition of the configuration deviation list and the analysis of individual
Aircraft performance.


 


2.1.7.3           Assistance
with solving operational problems associated with delivery and route-proving flights.


 


2.1.7.4           Information
regarding significant service items relating to Aircraft performance or flight operations.


 


2.1.7.5           If
requested by Customer, Boeing will provide operations engineering support during the ferry flight of an Aircraft. Such support
will be provided from the Puget Sound area or from an alternate location, at Boeing’s sole discretion.


 


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


  




    
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2.1.7.6           Assistance
in developing an Extended Operations (ETOPs) plan for regulatory approval.


 


2.1.7.7           Flight
Operations Services. Boeing will revise, as applicable, flight data, documents and software provided with previously delivered
aircraft.


 


2.1.7.8           Spares.
Boeing will revise, as applicable, the customized Recommended Spares Parts List (RSPL).


 


2.2          Post
Delivery/Service Support. Boeing will, if requested by Customer, perform work on an Aircraft after delivery but prior to the
initial departure flight or upon the return of the Aircraft to Boeing’s facility prior to completion of that flight. The
following conditions will apply to Boeing’s performance:


 


2.2.1        Boeing
may rely upon the commitment authority of the Customer’s personnel requesting the work.


 


2.2.2       As
title and risk of loss has passed to Customer, the insurance provisions of Article 8.2 of the AGTA apply.


 


2.2.3        The
provisions of the Boeing warranty in Part 2 of Exhibit C of the AGTA apply.


 


2.2.4        Customer
will pay Boeing for requested work not covered by the Boeing warranty, if any.


 


2.2.5        The
DISCLAIMER AND RELEASE and EXCLUSION OF CONSEQUENTIAL AND OTHER DAMAGES provisions in Article 11 of Part 2 of Exhibit C
of the AGTA apply.


 


2.3          Boeing
may, at Customer’s request, provide services other than those described in Articles 2.1 and 2.2 of this Part 2
of Supplemental Exhibit CS1 for an Aircraft after delivery, which may include, but not be limited to, retrofit kit changes
(kits and/or information), training, flight services, maintenance and repair of Aircraft (Additional Services). Such Additional
Services will be subject to a mutually acceptable price, schedule, scope of work and other applicable terms and conditions. The
DISCLAIMER AND RELEASE and the EXCLUSION OF CONSEQUENTIAL AND OTHER DAMAGES provisions in Article 11 of Part 2 of
Exhibit C of the AGTA and the insurance provisions in Article 8.2 of the AGTA will apply to any such work. Title
to and risk of loss of any such Aircraft will always remain with Customer.


 


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


 




    
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787      CUSTOMER SUPPORT DOCUMENT


 


PART 3:      TECHNICAL INFORMATION AND
MATERIALS


 


		1.	General.



 


Materials are defined
as any and all items that are created by Boeing or a third party, which are provided directly or indirectly from Boeing and serve
primarily to contain, convey or embody information. Materials may include either tangible embodiments (for example, documents or
drawings), or intangible embodiments (for example, software and other electronic forms) of information but excludes Aircraft Software.
Aircraft Software is defined as software that is installed on and used in the operation of the Aircraft.


 


Customer Information
is defined as that data provided by Customer to Boeing which falls into one of the following categories: (i) aircraft operational
information (including, but not limited to, flight hours, departures, schedule reliability, engine hours, number of aircraft, aircraft
registries, landings, and daily utilization and schedule interruptions for Boeing model aircraft); (ii) summary and detailed
shop findings data; (iii) aircraft readiness log data; (iv) non-conformance reports; (v) line maintenance data;
(vi) airplane message data, (vii) scheduled maintenance data; (viii) service bulletin incorporation; and (ix) aircraft
data generated or received by equipment installed on Customer’s aircraft in analog or digital form including but not limited
to information regarding the state, condition, performance, location, setting, or path of the aircraft and associated systems,
sub-systems and components


 


Upon execution by Customer
of Boeing’s standard form Customer Services General Terms Agreement, Supplemental Agreement for Electronic Access and, as
required, the applicable Boeing licensed software order, Boeing will provide to Customer through electronic access certain Materials
to support the maintenance and operation of the Aircraft. Such Materials will, if applicable, be prepared generally in accordance
with Aerospace Industries Association Specification 1000D (S1000D) and Air Transport Association of America (ATA)
iSpec 2200, entitled “Information Standards for Aviation Maintenance.” Materials not covered by iSpec 2200
will be provided in a structure suitable for the Material’s intended use. Materials will be in English and in the units of
measure used by Boeing to manufacture an Aircraft.


 


		2.	Technical Data and Maintenance Information.



 


Boeing will provide technical
data and maintenance information equivalent to that traditionally provided by Boeing to Customer. Boeing (i) will provide
such data and information through electronic access or other means, and (ii) reserves the right to change the format of such
data and information, both at its sole discretion. Boeing may elect to fulfill this obligation by revising, as applicable, previously
provided technical data and maintenance information.


 


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


 




    
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		3.	Advance Representative Materials.



 


Boeing will select all
advance representative Materials from available sources and whenever possible will provide them through electronic access. Such
advance Materials will be for advance planning purposes only.


 


		4.	Configured Maintenance Engineering Materials.



 


All configured Materials
will reflect the configuration of each Aircraft as delivered.


 


		5.	Revisions.



 


5.1           The
schedule for updating certain Materials will be identified in the planning conference. Such updates will reflect changes to Materials
developed by Boeing.


 


5.2           If
Boeing receives written notice that Customer intends to incorporate, or has incorporated, any Boeing service bulletin in an Aircraft,
Boeing will update Materials reflecting the effects of such incorporation into such Aircraft.


 


		6.	Supplier Technical Data.



 


6.1           For
supplier-manufactured programmed airborne avionics components and equipment classified as Seller Furnished Equipment (SFE)
which contain computer software designed and developed in accordance with Radio Technical Commission for Aeronautics Document No. RTCA/DO-178B
dated December 1, 1992 (with an errata issued on March 26, 1999), or later as available, Boeing will request that each
supplier of the components and equipment make software documentation available to Customer.


 


6.2           The
provisions of this Article will not be applicable to items of BFE.


 


6.3           Prior
to the scheduled delivery month of the first Aircraft, Boeing will furnish to Customer copies of the documents which identify the
terms and conditions of the product support agreements between Boeing and its suppliers Product Support and Assurance Agreements
(PSAA).


 


		7.	Buyer Furnished Equipment Data.



 


Boeing will incorporate
BFE maintenance information, as applicable, into the configured Materials provided Customer makes the information available to
Boeing at least nine (9) months prior to the scheduled delivery month of each Aircraft. Boeing will incorporate such BFE maintenance
information into the Materials prior to delivery of each Aircraft reflecting the configuration of that Aircraft as delivered. Upon
Customer’s request, Boeing may provide update service after delivery to such information subject to the terms of Part 2,
Article 2.3 relating to Additional Services. Customer agrees to furnish all BFE maintenance information in Boeing’s
standard digital format, ATA Spec 2000.


 


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


 




    
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		8.	Customer’s Shipping Address.



 


From time to time Boeing
may furnish certain Materials or updates to Materials by means other than electronic access. Customer will specify a single address
and Customer will promptly notify Boeing of any change to that address. Boeing will pay the reasonable shipping costs of the Materials.
Customer is responsible for any customs clearance charges, duties, and taxes.


 


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


 




    
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787 CUSTOMER SUPPORT DOCUMENT


 


PART 4:       ALLEVIATION OR CESSATION
OF PERFORMANCE


 


Boeing will not be required
to provide any services, training or other things at a facility designated by Customer if any of the following conditions exist:


 


1.            a
labor stoppage or dispute in progress involving Customer;


 


2.            wars
or warlike operations, riots or insurrections in the country where the facility is located;


 


3.            any
condition at the facility which, in the opinion of Boeing, is detrimental to the general health, welfare or safety of its personnel
or their families;


 


4.            the
United States Government refuses permission to Boeing personnel or their families to enter into the country where the facility
is located, or recommends that Boeing personnel or their families leave the country; or


 


After the location of Boeing
personnel at the facility, Boeing further reserves the right, upon the occurrence of any of such events, to immediately and without
prior notice to Customer relocate its personnel and their families.


 


Boeing will not be required
to provide any Materials at a facility designated by Customer if the United States Government refuses permission to Boeing to deliver
Materials to the country where the facility is located.


 


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


 




    
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787 CUSTOMER SUPPORT DOCUMENT


 


PART 5:        PROTECTION OF PROPRIETARY
INFORMATION AND PROPRIETARY MATERIALS


 


		1.	General.



 


All Materials provided
by Boeing to Customer and not covered by a Boeing CSGTA or other agreement between Boeing and Customer defining Customer’s
right to use and disclose the Materials and included information will be covered by and subject to the terms of the AGTA as amended
by the terms of the Purchase Agreement. Title to all Materials containing, conveying or embodying confidential, proprietary or
trade secret information (Proprietary Information) belonging to Boeing or a third party (Proprietary Materials),
will at all times remain with Boeing or such third party. Customer will treat all Proprietary Materials and all Proprietary Information
in confidence and use and disclose the same only as specifically authorized in the AGTA as amended by the terms of the Purchase
Agreement.


 


		2.	License Grant.



 


2.1           Boeing
grants to Customer a worldwide, non-exclusive, non-transferable license to use and disclose Proprietary Materials in accordance
with the terms and conditions of the AGTA as amended by the terms of the Purchase Agreement. Customer is authorized to make copies
of Materials (except for Materials bearing the copyright legend of a third party), and all copies of Proprietary Materials will
belong to Boeing and be treated as Proprietary Materials under the AGTA as amended by the terms of the Purchase Agreement. Customer
will preserve all proprietary legends, and all copyright notices on all Materials and insure the inclusion of those legends and
notices on all copies.


 


2.2           Customer
grants to Boeing a perpetual, world-wide, non-exclusive license to use and disclose Customer Information or derivative works thereof
in Boeing data and information products and services provided indicia identifying Customer Information as originating from Customer
is removed from such Customer Information. This grant is in addition to any other grants of rights in the agreements governing
provision of such information to Boeing regardless of whether that information is identified as Customer Information in such agreement.


 


		3.	Use of Proprietary Materials and Proprietary Information.



 


Customer is authorized
to use Proprietary Materials and Proprietary Information for the purpose of: (a) operation, maintenance, repair, or modification
of Customer’s Aircraft for which the Proprietary Materials and Proprietary Information have been specified by Boeing and
(b) development and manufacture of training devices and maintenance tools for use by Customer.


 


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


 




    
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		4.	Providing of Proprietary Materials to Contractors.



 


Customer is authorized
to provide Proprietary Materials to Customer’s contractors for the sole purpose of maintenance, repair, or modification of
Customer’s Aircraft for which the Proprietary Materials have been specified by Boeing. In addition, Customer may provide
Proprietary Materials to Customer’s contractors for the sole purpose of developing and manufacturing training devices and
maintenance tools for Customer’s use. Before providing Proprietary Materials to its contractor, Customer will first obtain
a written agreement from the contractor by which the contractor agrees (a) to use the Proprietary Materials only on behalf
of Customer, (b) to be bound by all of the restrictions and limitations of this Part 5, and (c) that Boeing is a
third party beneficiary under the written agreement. Customer agrees to provide copies of all such written agreements to Boeing
upon request and be liable to Boeing for any breach of those agreements by a contractor. A sample agreement acceptable to Boeing
is attached as Appendix VII to the AGTA.


 


		5.	Providing of Proprietary Materials and Proprietary Information
to Regulatory Agencies.



 


5.1           When
and to the extent required by a government regulatory agency having jurisdiction over Customer or an Aircraft, Customer is authorized
to provide Proprietary Materials and to disclose Proprietary Information to the agency for use in connection with Customer’s
operation, maintenance, repair, or modification of such Aircraft. Customer agrees to take all reasonable steps to prevent the agency
from making any distribution, disclosure, or additional use of the Proprietary Materials and Proprietary Information provided or
disclosed. Customer further agrees to notify Boeing immediately upon learning of any (a) distribution, disclosure, or additional
use by the agency, (b) request to the agency for distribution, disclosure, or additional use, or (c) intention on the
part of the agency to distribute, disclose, or make additional use of Proprietary Materials or Proprietary Information.


 


5.2           In
the event of an Aircraft or Aircraft systems-related incident, the Customer may suspend, or block access to Customer Information
pertaining to its Aircraft or fleet. Such suspension may be for an indefinite period of time.


 


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


 




    
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787 CUSTOMER SUPPORT DOCUMENT


 


ATTACHMENT A


787 TRAINING POINTS MENU


Revision Date December 2014


 


	787 Training Courses	 	Per Class

Student

Maximum	 	Total

Points Per

Class*
	Flight - All Flight courses must be taught at a Boeing facility	 	 	 	 
	787 Pilot Transition Course – FAA #	 	[***]	 	[***]
	787 Pilot Shortened Transition Course – FAA (STAR) #	 	[***]	 	[***]
	787 Pilot Additional Type Rating – EASA #	 	[***]	 	[***]
	787 Pilot Prior Experience Course - EASA #	 	[***]	 	[***]
	777 to 787 Pilot  Differences Course #	 	[***]	 	[***]
	787 Pilot Recurrent Course #	 	[***]	 	[***]
	787 Pilot Transition Course during Non-social Sessions** #	 	[***]	 	[***]
	787 Pilot Shortened Transition Course (STAR) during Non-social Sessions** #	 	[***]	 	[***]
	777 to 787 Pilot Differences Course during Non-social Sessions** #	 	[***]	 	[***]
	787 Pilot Recurrent Course during Non-social Sessions** #	 	[***]	 	[***]
	Additional 787 Four Hour Simulator Session (with or without  Boeing instructor) #	 	[***]	 	[***]
	Additional 787 Ground School Training Day (with or without FTD) #	 	[***]	 	[***]


 


	Cabin Crew/Door Training	 	 	 	 
	787 Cabin Safety Training (includes Exits/Door Training)	 	[***]	 	[***]
	787 Emergency Exits/Doors Training Course	 	[***]	 	[***]


 


	Maintenance	 	 	 	 
	787 General Familiarization Maintenance Course (web-based)	 	[***]	 	[***]
	787 General Familiarization Maintenance Course (instructor-led)	 	[***]	 	[***]
	787 Operations/Handling (web-based)	 	[***]	 	[***]
	787 Airframe/Powerplant/Electrical/ Avionics  (B1/B2 Compliant) Systems Line & Base Maintenance Course #	 	[***]	 	[***]
	787 EASA Part 147 Approved  B2 Electrical/Avionics Line & Base Maintenance Course #	 	[***]	 	[***]
	787 Engine Run-Up Course #	 	[***]	 	[***]
	787 Aircraft Rigging Course	 	[***]	 	[***]
	787 Fiber Optics Course #	 	[***]	 	[***]


 


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


 




    
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	787 Repair of Advanced Composite Structures for Technicians Course #	 	[***]	 	[***]
	787 Composite Repair & Design for Engineers #	 	[***]	 	[***]
	787 Composite Repair for Inspectors #	 	[***]	 	[***]
	787-8 to 787-9 or -9 to -8 Maintenance Training Differences Class	 	[***]	 	[***]


 


	Generic Training Courses	 	 	 	 
	Corrosion Prevention & Control Course	 	[***]	 	[***]
	Composite/Metal Bond Part I - Introduction to Advanced Composite Materials and Metal Bond Repair #	 	[***]	 	[***]
	Composite/Metal Bond Part II - Basic Composite Repair for Technicians #	 	[***]	 	[***]
	Composite/Metal Bond Part III - Advanced Composite Component Repair #	 	[***]	 	[***]
	Composite/Metal Bond Part IV - Advanced Composite Repair for Technicians #	 	[***]	 	[***]
	Composite/Metal Bond Part V - Metal Bond Repair for Technicians #	 	[***]	 	[***]
	Repair of Advanced Composite Structures for Engineers	 	[***]	 	[***]
	Composite Repair Design with Practical Application #	 	[***]	 	[***]


 


	CBT Products	 	For Customer’s Internal Use Only

CBT License
	Flight	 	 
	 	 	[********************]Or
	 	 	 
	Initial Transition CBT	 	[********************]
	 	 	 
	 	 	[********************]Or
	 	 	 
	STAR CBT	 	[********************]
	 	 	 
	787 Cabin Safety Training CBT	 	[********************]
	Maintenance	 	 
	Line and Base Systems CBT (excludes Line Oriented Scenarios)	 	[********************]


 


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


 


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


 




    
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**Non-social Sessions are those in which any part of the session
falls between midnight and 06:00 A.M. local time. To qualify for this discount all simulator sessions for a given course must be
scheduled as Non-social Sessions.


 


# Courses must be taught at a Boeing facility.


 


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


 


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


 




    
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ENGINE ESCALATION,


ENGINE WARRANTY AND PATENT INDEMNITY


 


between


 


THE BOEING COMPANY


 


and


 


China
Southern Airlines Company Limited


 


with


 


CHINA SOUTHERN AIRLINES GROUP IMPORT AND
EXPORT TRADING CORP., LTD.


 


as Consenting Party


 


Supplemental Exhibit EE1


to Purchase Agreement Number PA-04455


 


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


 




    
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ENGINE ESCALATION


ENGINE WARRANTY AND PATENT INDEMNITY


 


relating to


 


BOEING MODEL 787-9 AIRCRAFT


 


		1.	ENGINE ESCALATION.



 


The Aircraft Basic Price
of each Aircraft set forth in Table 1 of the Purchase Agreement includes an aggregate price for General Electric Aircraft
GEnx series engines and all accessories, equipment and parts provided by the engine manufacturer (Engines). The adjustment
in Engine Price applicable to each Aircraft (Engine Price Adjustment) will be determined at the time of Aircraft delivery
in accordance with the following formula:


 


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


 


Where:


 


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


 


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


 


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


 


Where:


 


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


 


	[*****]	is a value determined using the U.S. Department of Labor, Bureau of Labor Statistics, Employment Cost Index for NAICS Aircraft Manufacturing - Wages and Salaries (Series ID CIU2023211000000I), calculated by establishing a three (3) month arithmetic average value (expressed as a decimal and rounded to the nearest tenth) using the values for the 11th, 12th and 13th months prior to the month of scheduled delivery of the applicable Aircraft.  As the Employment Cost Index values are only released on a quarterly basis, the value released for the first quarter will be used for the months of January, February and March; the value released for the second quarter will be used for the months of April, May and June; the value released for the third quarter will be used for the months of July, August and September; the value released for the fourth quarter will be used for the months of October, November and December.


 


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


 




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


 


Where:


 


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


 


	[*****]	is a value determined using the U.S. Department of Labor, Bureau of Labor Statistics, Producer Prices and Price Index - Industrial Commodities Index (BLS Series ID WPU03THRU15), calculated as a three (3) month arithmetic average of the released monthly values (expressed as a decimal and rounded to the nearest tenth) using the values for the 11th, 12th and 13th months prior to the month of scheduled delivery of the applicable Aircraft.


 


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


 


Where:


 


	[*****]	is the number of calendar months which have elapsed from the Airframe Price Base Year and month up to and including the month of delivery, both as shown in Table  1 of the Purchase Agreement.  The entire calculation of [*****] will be rounded to four (4) places, and the final value of B will be rounded to the nearest dollar.


  


As an example, for an Aircraft
scheduled to be delivered in the month of July, the months June, July and August of the preceding year will be utilized in determining
the value of [*****].


 


NOTE:


 


		(i)	In determining the values of [*****], all calculations
and resulting values will be expressed as a decimal rounded to the nearest ten-thousandth.



 


		(ii)	[*****] is the numeric ratio attributed to labor in the
Engine Price Adjustment formula.



 


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


 




    
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		(iii)	[*****] is the numeric ratio attributed to materials in
the Engine Price Adjustment formula.



 


		(iv)	The [*****]are the actual average values reported by the
U.S. Department of Labor, Bureau of Labor Statistics. The actual average values are calculated as a three (3) month arithmetic
average of the released monthly values (expressed as a decimal and rounded to the nearest tenth) using the values for the 11th,
12th and 13th months prior to the Engine Price base year. The applicable base year and corresponding denominator is provided by
Boeing in Table 1 of this Purchase Agreement.



 


		(v)	The final value of [*****] will be rounded to the nearest
dollar.



 


		(vi)	The Engine Price Adjustment will not be made if it will
[*****] Engine Price.



 


		2.	Values to be Utilized in the Event of Unavailability.



 


2.1           If
the Bureau of Labor Statistics substantially revises the methodology used for the determination of the values to be used to determine
the [*****] values (in contrast to benchmark adjustments or other corrections of previously released values), or for any reason
has not released values needed to determine the applicable Engine Price Adjustment, General Electric Aircraft agrees to meet jointly
with Boeing and the Customer (to the extent such parties may lawfully do so) prior to the delivery of any such Aircraft, select
a substitute from other Bureau of Labor Statistics data or similar data reported by non-governmental organizations. Such substitute
will result in the same adjustment, insofar as possible, as would have been calculated utilizing the original values adjusted for
fluctuation during the applicable time period. However, if within [*****] after delivery of the Aircraft, the Bureau of Labor Statistics
should resume releasing values for the months needed to determine the Engine Price Adjustment, such values will be used to determine
any increase or decrease in the Engine Price Adjustment for the Engine from that determined at the time of delivery of the Aircraft.


 


2.2           Notwithstanding
Article 2.1 above, if prior to the scheduled delivery month of an Aircraft the Bureau of Labor Statistics changes the base
year for determination of the [*****] as defined above, such re-based values will be incorporated in the Engine Price Adjustment
calculation.


 


2.3           In
the event escalation provisions are made non-enforceable or otherwise rendered void by any agency of the United States Government,
the parties agree, to the extent they may lawfully do so, to equitably adjust the Engine Price of any affected Aircraft to reflect
an allowance for increases or decreases consistent with the applicable provisions of paragraph 1 of this Supplemental Exhibit EE1
in labor compensation and material costs occurring since August of the year prior to the price base year shown in the Purchase
Agreement.


 


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


 




    
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2.4           If
[**************] of Aircraft delivery, the published index values are revised due to an acknowledged error by the Bureau of Labor
Statistics, the Engine Price Adjustment will be re-calculated using the revised index values (this does not include those values
noted as preliminary by the Bureau of Labor Statistics). A credit memorandum or supplemental invoice will be issued for the Engine
Price Adjustment difference. Interest charges will not apply for the period of original invoice to issuance of credit memorandum
or supplemental invoice.


 


NOTE:


 


		(i)	The values released by the Bureau of Labor Statistics and
available to Boeing thirty (30) days prior to the first day of the scheduled delivery month of an Aircraft will be used to
determine the [*****] values for the applicable months (including those noted as preliminary by the Bureau of Labor Statistics)
to calculate the Engine Price Adjustment for the Aircraft invoice at the time of delivery. The values will be considered final
and no Engine Price Adjustments will be made after Aircraft delivery for any subsequent changes in published Index values, subject
always to paragraph 2.4 above.



 


		(ii)	The maximum number of digits to the right of the decimal
after rounding utilized in any part of the Engine Price Adjustment equation will be four (4), where rounding of the fourth
digit will be increased to the next highest digit when the 5th digit is equal to five (5) or greater.



 


		3.	Engine Warranty.



 


Boeing has obtained from
General Electric Company (GE) the right to extend to Customer the provisions of GE's warranty as set forth below (herein
referred to as Warranty); subject, however, to Customer's acceptance of the conditions set forth herein. Accordingly, Boeing
hereby extends to Customer and Customer hereby accepts the provisions of GE's Warranty as hereinafter set forth, and such Warranty
will apply to all GEnx type engines (including all Modules and Parts thereof), as such terms are defined in the Warranty (GEnx
type Engines) installed in the Aircraft at the time of delivery or purchased from Boeing by Customer for support of the Aircraft
except that, if Customer and GE have executed, or hereinafter execute, a general terms agreement (Engine GTA), then the
terms of the Engine GTA will be substituted for and supersede the provisions of the Warranty and the Warranty will be of no force
or effect and neither Boeing nor GE will have any obligation arising there from. In consideration for Boeing's extension of the
GE Warranty to Customer, Customer hereby releases and discharges Boeing from any and all claims, obligations and liabilities whatsoever
arising out of the purchase or use of such GEnx type Engines and Customer hereby waives releases and renounces all its rights in
all such claims, obligations and liabilities.


 


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


 




    
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The Warranty is contained
in the Warranty and Product Support Plan set forth in Exhibit C to the applicable purchase contract between GE and Boeing.
Copies of the Warranty and Product Support Plan will be provided to Customer by Boeing upon request.


 


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


 




    
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SERVICE LIFE POLICY COMPONENTS


 


between


 


THE BOEING COMPANY


 


and


 


China
Southern Airlines Company Limited


 


with


 


CHINA SOUTHERN AIRLINES GROUP IMPORT AND
EXPORT TRADING CORP., LTD.


 


as Consenting Party


 


Supplemental Exhibit SLP1


to Purchase Agreement Number PA-04455


 


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


 




    
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SERVICE LIFE POLICY COMPONENTS


 


relating to


 


BOEING MODEL 787-9 AIRCRAFT


 


This is the listing of
SLP Components for the Aircraft which relate to Part 3, Boeing Service Life Policy of Exhibit C, Product Assurance
Document to the AGTA and is a part of Purchase Agreement No. PA-04455.


 


		1.	Wing.



 


		(i)	Upper and lower wing skins and stiffeners between the forward
and rear wing spars.



 


		(ii)	Wing spar webs, chords and stiffeners.



 


		(iii)	Inspar wing ribs.



 


		(iv)	Inspar splice plates and fittings.



 


		(v)	Main landing gear support structure.



 


		(vi)	End ribs removable outboard wingbox, including spars and
skins.



 


		(vii)	Wing center section lower beams, spanwise beams and floor
beams, but not the seat tracks attached to floor beams.



 


		(viii)	Wing-to-body structural attachments.



 


		(ix)	Engine pylon support fittings attached directly to wing
primary structure.



 


		(x)	Support structure in the wing for spoilers and spoiler
actuators; for aileron hinges and reaction links; and for leading edge devices and trailing edge flaps/flapperon.



 


		(xi)	Leading edge device and trailing edge flap support system.



 


		(xii)	Aileron leading edge device and trailing edge flap internal,
fixed attachment and actuator support structure.



 


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


 




    
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		2.	Body.



 


		(i)	External surface skins and doublers, longitudinal stiffeners,
longerons and circumferential rings and frames between the forward pressure bulkhead and the vertical stabilizer rear spar bulkhead
and structural support and enclosure for the APU but excluding all system components and related installation and connecting devices,
insulation, lining, and decorative panels and related installation and connecting devices.



 


		(ii)	Window and windshield structure but excluding the windows
and windshields.



 


		(iii)	Fixed attachment structure of the passenger doors, cargo
doors and emergency exits, excluding door mechanisms and movable hinge components. Sills and frames around the body openings for
the passenger doors, cargo doors and emergency exits, excluding scuff plates and pressure seals.



 


		(iv)	Nose wheel well structure, including the wheel well walls,
pressure deck, forward and aft bulkheads, and the gear support structure.



 


		(v)	Main gear wheel well pressure deck, bulkheads and landing
gear beam structure.



 


		(vi)	Floor beams and support posts in the control cab and passenger
cabin area, but excluding seat tracks.



 


		(vii)	Forward and aft pressure bulkheads.



 


		(viii)	Keel structure between the wing front spar bulkhead and
the main gear wheel well aft bulkhead, including splices.



 


		(ix)	Wing front and rear spar support bulkheads, and vertical
and horizontal stabilizer front and rear spar support bulkheads including terminal fittings but excluding all system components
and related installation and connecting devices, insulation, lining, and decorative panels and related installation and connecting
devices.



 


		(x)	Support structure in the body for the stabilizer pivot
and stabilizer screw.



 


		3.	Vertical Stabilizer.



 


		(i)	External skins between front and rear spars.



 


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


 




    
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		(ii)	Front, rear and auxiliary spars including stiffeners.



 


		(iii)	Attachment fittings between vertical stabilizer and body.



 


		(iv)	Inspar ribs.



 


		(v)	Rudder hinges and supporting ribs, excluding bearings.



 


		(vi)	Support structure in the vertical stabilizer for rudder
hinges, reaction links and actuators.



 


		(vii)	Rudder internal, fixed attachment and actuator support
structure.



 


		4.	Horizontal Stabilizer.



 


		(i)	External skins between front and rear spars.



 


		(ii)	Horizontal stabilizer main torque box spars.



 


		(iii)	Stabilizer splice fittings, rib, pivot and screw support
structure.



 


		(iv)	Support structure in the horizontal stabilizer for the
elevator hinges, reaction links and actuators.



 


		(v)	Elevator internal, fixed attachment and actuator support
structure.



 


		(vi)	Elevator hinges and supporting ribs, excluding bearings.



 


		5.	Engine Pylon.



 


		(i)	Pylon skins, webs, doublers and stiffeners.



 


		(ii)	Internal pylon chords, frames and bulkheads.



 


		(iii)	Pylon to wing fittings, diagonal brace and links.



 


		(iv)	Engine mount support attached directly to pylon structure.



 


		(v)	Fuse pins.



 


		6.	Main Landing Gear.



 


		(i)	Outer cylinder.



 


		(ii)	Inner cylinder.



 


		(iii)	Upper and lower side brace, including spindles



 


		(iv)	Upper and lower drag brace, including spindles and shackle.



 


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


 




    
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		(v)	Downlock links including spindles.



 


		(vi)	Torsion links.



 


		(vii)	Truck beam.



 


		(viii)	Axles.



 


		7.	Nose Landing Gear.



 


		(i)	Outer cylinder.



 


		(ii)	Inner cylinder, including axle.



 


		(iii)	Upper and lower drag brace.



 


		(iv)	Downlock links.



 


		(v)	Steering support plates, tube and collar.



 


		(vi)	Torsion links.



 


NOTE:            The Service Life
Policy does not cover any bearings, bolts, bushings, clamps, brackets, actuating mechanisms or latching mechanisms used in or on
the SLP Components.


 


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


 




    
	GUN-PA-04455-LA-1600105	 
	AGTA Terms Updates	LA Page 45
	BOEING PROPRIETARY




     


    

 





	 	 
	 




 





GUN-PA-04455-LA-1600105


 


China Southern Airlines Company Limited


No. 278, Jichang Road,


Baiyun District, Guangzhou,


People's Republic of China, 510406


 


	Subject:	AGTA Terms Updates
	 	 
	Reference:	Purchase Agreement No. PA-04455 (Purchase Agreement) between The Boeing Company (Boeing) and China Southern Airlines Company Limited (Customer) with China Southern Airlines Group Import and Export Trading Corp., Ltd. (Consenting Party) relating to Model 787-9 aircraft (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.	AGTA Basic Articles.



 


Article 2.1.1, “Airframe
Price”, of the basic articles of the AGTA is revised to read as follows:


 


2.1.1       Airframe
Price is defined as the price of the airframe for a specific model of aircraft described in a purchase agreement. (For certain
model aircraft, as reflected in the purchase agreement, the Airframe Price includes the engine price at its basic thrust level).


 


Article 2.1.3, “Engine
Price”, of the basic articles of the AGTA is revised to read as follows:


 


2.1.3       Engine
Price is defined as the price set by the engine manufacturer for a specific engine to be installed on the model of aircraft
described in a purchase agreement (not applicable to certain models of aircraft as reflected in the purchase agreement).


 


Article 2.1.5, “Escalation
Adjustment”, of the basic articles of the AGTA is revised to read as follows:


 


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


 




    
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2.1.5       Escalation
Adjustment is defined as the price adjustment to the Airframe Price (which includes the basic engine price for certain models
of aircraft as reflected in the purchase agreement) and the Optional Features Prices resulting from the calculation using the economic
price formula contained in the Airframe and Optional Features Escalation Adjustment supplemental exhibit to the applicable purchase
agreement. The price adjustment to the Engine Price will be calculated using the economic price formula in the Engine Escalation
Adjustment supplemental exhibit to the applicable purchase agreement when the Airframe Price does not include the engine price
at its basic thrust level as reflected in the purchase agreement.


 


		2.	AGTA – Appendix I “Sample Insurance
Certificate”.



 


Appendix I, entitled
“SAMPLE Insurance Certificate”, under the LIMITS OF LIABILITY section, the aircraft models and corresponding
insurance amounts are hereby revised as follows:


 


 


	737	[*****************]
	747, 767, 777, & 787	[*****************]


 


 


		3.	AGTA - Exhibit C “Product Assurance Document”.



 


Warranty Periods.
Part 2, Article 3.1, of Exhibit C to the AGTA is amended to read as follows:


 


3.1          Warranty.
The warranty period begins on the date of aircraft or Boeing Product delivery (Delivery) and ends at the applicable time
specified in subsections 3.1 (i) through 3.1 (iii) below:


 


		(i)	for all Boeing aircraft models except 767 model aircraft,
the warranty period ends forty-eight (48) months after Delivery;



 


		(ii)	in addition, for a Boeing Product installed at the time
of delivery in a 787 model aircraft but not inspected during the initial forty-eight (48) month warranty period, the warranty
period continues until the date upon which Customer first inspects such Boeing Product pursuant to its Boeing Maintenance Planning
Data Document but not later than twelve (12) years after Delivery of such 787 aircraft;



 


		(iii)	for Boeing aircraft model 767, the warranty period ends
thirty-six (36) months after such Delivery.



 


Filing a Claim.
Part 2, Article 6.2.1, of Exhibit C to the AGTA is amended to add the following provision:


 


		(xi)	for 787 model aircraft claims submitted after the forty-eight (48)
month warranty period, the specific reference within the Boeing Maintenance Planning Data Document to the inspection requirement
for such Boeing Product.



 


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


 




    
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	BOEING PROPRIETARY




     


    

 


 


 


Service Life Policy.
Part 3, Article 2.2, of Exhibit C to the AGTA is amended and inserted for 787 model aircraft to read as follows:


 


2.2          SLP
Policy Periods.


 


2.2.1           The
policy period for SLP Components initially installed on a 787 model aircraft is [***********] after the date of delivery of the
aircraft.


 


2.2.2           The
policy period for SLP Components purchased from Boeing by Customer as spare parts for 787 model aircraft is [***********]from delivery
of such SLP Component or [***********] from the date of delivery of the last 787 model aircraft produced by Boeing, whichever first
expires.


 


Price. Part 3,
Article 3, of Exhibit C to the AGTA is amended and inserted to read as follows:


 


		3.	Price.



 


The price Customer
will pay for replacement of a failed SLP Component will be calculated pursuant to the following formulas:


 


		(i)	For 787 aircraft only:



 


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


 


where:


 


	[****]	price to Customer for the replacement part
	 	 
	[****]	SLP Component sales price at time of Correction
	 	 
	[****]	total age in months of the defective or failed SLP Component from the date of delivery to Customer to the date of discovery of such condition and is greater than 48 months.


 


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


 




    
	GUN-PA-04455-LA-1600105	 
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	BOEING PROPRIETARY




     


    

 


 


 


Very truly yours,


 


	AGREED AND ACCEPTED this	 
	 	 
	 	 
	Date	 


 


	THE BOEING COMPANY	 
	 	 
	By	 	 
	 	 
	Its	       Attorney-In-Fact	 


 





	CHINA SOUTHERN AIRLINES COMPANY LIMITED	 
	 	 
	By	 	 
	 	 
	Its	 	 




 





	CHINA SOUTHERN AIRLINES GROUP IMPORT AND EXPORT TRADING CORP., LTD.	 
	 	 	 
	By	 	 
	 	 	 
	Its	 	 


 


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


 




    
	GUN-PA-04455-LA-1600105	 
	AGTA Terms Updates	LA Page 49
	BOEING PROPRIETARY




     


    

 








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


 





 


GUN-PA-04455-LA-1600109


 


China Southern Airlines Company Limited


No. 278, Jichang Road,


Baiyun District, Guangzhou,


People's Republic of China, 510406


 


	Subject:	787 Customer Support – Additional Minor Model 787-9 Aircraft
	 	 
	Reference:	Purchase Agreement No. PA-04455 (Purchase Agreement) between The Boeing Company (Boeing) and China Southern Airlines Company Limited (Customer) with China Southern Airlines Group Import and Export Trading Corp., Ltd. (Consenting Party) relating to Model 787-9 aircraft (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 an aircraft of the same model type as the Aircraft. In support of the Aircraft, Boeing offers the additional
customer support provided in this Letter Agreement.


 


2.            Customer
is awarded a total of [***********] in accordance with Supplemental Exhibit CS1. Customer may exchange Training Points for any
of the training courses described on Attachment A to this Letter Agreement at the point values described on Attachment A 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, any unused Training Points will expire.


 


3.            Minor
Model Difference Training and Entitlements.


 


3.1           Maintenance
Planning Assistance. Upon request, Boeing will provide assistance in identifying the impact to Customer’s maintenance
program resulting from minor model differences between the Aircraft and an aircraft of the same model currently operated by Customer.


 


3.2           ETOPS
Maintenance Planning Assistance. Upon request, Boeing will provide assistance in identifying the impact to Customer’s
ETOPS maintenance program resulting from minor model differences between the Aircraft and an aircraft of the same model currently
operated by Customer.


 


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


 




    
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	BOEING PROPRIETARY




     


    

 


 


 


3.3           GSE/Shops/Tooling
Consulting. Upon request, Boeing will provide assistance to Customer in identifying the impact to Customer’s maintenance
tools and ground support equipment resulting from the minor model differences between the Aircraft and an aircraft of the same
model currently operated by Customer.


 


3.4           Flight
Operations Services. Boeing will revise, as applicable, flight data, documents and software provided with previously delivered
aircraft.


 


3.5           Technical
Data and Maintenance Information. Boeing will provide technical data and maintenance information equivalent to that traditionally
provided. Boeing (i) will provide such data and information through electronic access or other means, and (ii) reserves
the right to change the format of such data and information, both at its sole discretion. Boeing may elect to fulfill this obligation
by revising, as applicable, previously provided technical data and maintenance information.


 


3.6           Spares.
Boeing will revise, as applicable, the customized Recommended Spares Parts List (RSPL).


 


4.            Assignment.


 


Notwithstanding any other
provisions of the Purchase Agreement, the rights and obligations described in this Letter Agreement are provided to Customer in
consideration of Customer becoming the owner or operator of the 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


 




    
	GUN-PA-04455-LA-1600109	 
	Customer Support-Code 3-787	LA  Page 2
	BOEING PROPRIETARY




     


    

 


 


 


Very truly yours,


 


	AGREED AND ACCEPTED this	 
	 	 
	 	 
	Date	 


 


	THE BOEING COMPANY	 
	 	 
	By	 	 
	 	 
	Its	       Attorney-In-Fact	 


 





	CHINA SOUTHERN AIRLINES COMPANY LIMITED	 
	 	 
	By	 	 
	 	 
	Its	 	 




 





	CHINA SOUTHERN AIRLINES GROUP IMPORT AND EXPORT TRADING CORP., LTD.	 
	 	 	 
	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




     


    

 


 


 


ATTACHMENT A


787 DIFFERENCES TRAINING POINTS MENU


 


	787 Training Courses	 	Per Class

Student

Maximum	 	Total

Points Per

Class*
	Maintenance	 	 	 	 
	[******************************************]	 	[***]	 	[***]


 


* Points per 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 A are subject
to change from time to time as new courses are added and courses are removed. Boeing reserves the right to change course offering
at its own discretion.


 


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


 




    
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	Customer Support-Code 3-787	LA  Page 4
	BOEING PROPRIETARY




     


    

 





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


 


 


GUN-PA-04455-LA-1600110


 


China Southern Airlines Company Limited


No. 278, Jichang Road,


Baiyun District, Guangzhou,


People's Republic of China, 510406


 


	Subject:	Model 787 e-Enabling Software Matters
	 	 
	Reference:	a) Purchase Agreement No. PA-04455 (Purchase Agreement) between The Boeing Company (Boeing) and China Southern Airlines Company Limited (Customer) with China Southern Airlines Group Import and Export Trading Corp., Ltd. (Consenting Party) relating to Model 787-9 aircraft (Aircraft)
	 	 
	 	b) Customer Services General Terms Agreement No. CSGTA-1B-1 (CSGTA) between Boeing and Customer, including Supplemental Agreement for Electronic Access (SA-EA), Supplemental Agreement for e-Enabling (SA-eE), and 787-9 Software License Orders (collectively referred to herein as the CSGTA)


 


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


 


1.            Customer’s
Aircraft is equipped with onboard loadable hardware, including such hardware as the [**************] and the [*******************].
Boeing will load certain data and install certain Boeing e-Enabling software, as set forth in the Purchase Agreement and the 787
Software License Orders, on the loadable hardware. All such e-Enabling software licensed from Boeing will be considered “Materials”,
and not “Aircraft Software”, as these terms are defined in the Purchase Agreement.


 


2.            Certain
technical data and maintenance information specified in Article 3 of Part 3 of Supplemental Exhibit CS1 to the Purchase
Agreement may be provided in software media, made available for loading onto Customer’s maintenance laptop or conveyed through
electronic access. Such data and the software required to access such data and information will be considered “Materials”,
and not “Aircraft Software” even when used onboard the Aircraft.


 


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


 




    
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		3.	Additional Terms and Conditions.



 


Boeing will license and
load or install the above Materials on the following conditions:


 


		(i)	Notwithstanding any provision in the Purchase Agreement
to the contrary, the license and access to the Materials referred to in Articles 1 and 2, above, as well as the provision
and license of the Software Developer Kits (SDKs) for the EFB and the Core Network, will be pursuant to the terms and conditions
of the CSGTA; and



 


		(ii)	The DISCLAIMER AND RELEASE in Article 11.1 and EXCLUSION
OF CONSEQUENTIAL AND OTHER DAMAGES provisions in Article 11.2 of Part 2 of Exhibit C of the AGTA and the insurance
provisions of Article 8.2 of the AGTA will apply to Boeing’s loading/installation of the Materials.



 


The CSGTA must be executed
between Boeing and Customer no later than [**************] prior to delivery of Customer’s first 787 Aircraft.


 





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







 




    
	GUN-PA-04455-LA-1600110	 
	e-Enabling Software Matters-787	LA Page 2
	BOEING PROPRIETARY




     


    

 


 


 


Very truly yours,


 


	AGREED AND ACCEPTED this
	 
	 
	Date
	 


 


	THE BOEING COMPANY
	 
	By	 
	 
	Its	       Attorney-In-Fact
	 
	 
	CHINA SOUTHERN AIRLINES COMPANY LIMITED
	 


 


	By	 
	 
	Its	 
	
        

         

	CHINA SOUTHERN AIRLINES GROUP IMPORT AND EXPORT TRADING CORP., LTD.
	 	 
	By	 
	 	 
	Its	 


 





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







 




    
	GUN-PA-04455-LA-1600110	 
	e-Enabling Software Matters-787	LA Page 3
	BOEING PROPRIETARY




     


    

 





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










 


 


GUN-PA-04455-LA-1600111


 


China Southern Airlines Company Limited


No. 278, Jichang Road,


Baiyun District, Guangzhou,


People's Republic of China, 510406


 


	Subject:	Special Escalation Program
	 	 
	Reference:	Purchase Agreement No. PA-04455 (Purchase Agreement) between The Boeing Company (Boeing) and China Southern Airlines Company Limited (Customer) with China Southern Airlines Group Import and Export Trading Corp., Ltd. (Consenting Party) relating to Model 787-9 aircraft (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.	Definitions.



 


Escalation Notice
means the written communication provided by Boeing to Customer in accordance with the requirements of Article 8.1, below.


 


Program Aircraft
means each Aircraft specified in Table 1 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 will be determined in accordance with this Letter Agreement.


 


		3.	Escalation Forecast.



 


Boeing will release an
escalation forecast in February and August of each year based on Boeing’s then current standard [***********] escalation
formula. Only one escalation forecast will be used to conduct the escalation analysis performed in accordance with Article 8.1,
below, for a given Program Aircraft. The escalation forecast applicable to a given Program Aircraft is set forth in Attachment A
of this Letter Agreement.


 





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







 




    
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		4.	Capped Escalation



 


		4.1.	Boeing will cap the Escalation Adjustment for the Airframe
Price and Optional Features Prices of each Program Aircraft for the period beginning [*****************], in accordance with the
terms of this Letter Agreement.



 


		4.2.	The Escalation Adjustment for the Airframe Price and Optional
Features Prices of each Program Aircraft will be capped during the Capped Period at a variable rate between [***********] and
[***********] unless the escalation forecast, as set forth in Article 3, projects a cumulative annual escalation factor that exceeds
[***********] cumulative annual escalation factor for the scheduled delivery month of any Program Aircraft that is scheduled to
deliver within the time period applicable to such escalation forecast. See attachment B (Capped Factor).



 


		5.	Equal to [**************************] Cumulative Annual
Escalation during the Capped Period.



 


If the cumulative annual
escalation factor, as determined in accordance with Supplemental Exhibit AE1 at time of delivery of Program Aircraft, produces
an escalation rate of [***********************************] cumulative annual escalation for such Program Aircraft, then the escalation
rate so produced shall apply to the Airframe Price and the Optional Features Prices for such Program Aircraft.


 


		6.	Greater than [******************************] [**********************]
Cumulative Annual Escalation during the Capped Period



 


If the cumulative annual
escalation factor, as determined in accordance with Supplemental Exhibit AE1 at time of delivery of Aircraft, produces an
escalation rate of greater than [**********************] [*************************] cumulative annual escalation for such Program
Aircraft, then the escalation rate shall be equal to [***********] cumulative annual escalation.


 


		7.	Greater than [*****************************] [******************************]
Cumulative Annual Escalation during the Capped Period.



 


If the cumulative annual
escalation factor, as determined in accordance with Supplemental Exhibit AE1 at time of delivery of Aircraft, [*******************]
cumulative annual escalation [***************************************] cumulative annual escalation for such Aircraft, then the
escalation rate shall be [**************************] cumulative annual escalation [*******************] [************************],
up to a maximum of [***********] cumulative annual escalation.


 


		8.	Greater than [***********] Cumulative Annual Escalation
forecasted for the Capped Period.



 


		8.1.	If the escalation forecast, as set forth in Article 3,
above, projects a cumulative annual escalation factor that exceeds [***********] cumulative annual escalation factor, as set forth
in Attachment B, for the scheduled delivery month of any Program Aircraft that is scheduled to deliver within the time period
applicable to such escalation forecast, as set forth in Attachment A, then Boeing shall issue an Escalation Notice to the Customer
by the date set forth in Attachment A. Such Escalation Notice shall either:



 





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







 




    
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		8.1.1.	Limit the rate of escalation applicable to the Airframe
Price and Optional Features Prices for such affected Program Aircraft to [***********] cumulative annual escalation; or



 


		8.1.2.	Provide Customer [***************************************************]
cumulative annual escalation plus a calculation methodology to account for any escalation over [***********], and this formula
must be mutually agreed to by both parties.



 


		8.1.3.	If neither 8.1.1 nor 8.1.2 occurs, then [*************************************].



 


		8.2.	If Boeing or Customer exercise the option described in
Article 8.1.3 above, then [*********************] shall notify the other in writing of its election to exercise the option
contained in Article 8.1.3 above within [*********] days of its receipt of the Escalation Notice from Boeing. In the event
Customer exercises its option in accordance with Article 8.1.3 above, then Boeing will promptly return to Customer, without
interest, an amount equal to all advance payments paid by Customer for the terminated Program Aircraft.



 


		8.2.1.	Within [******************************************************************]
under Article 8.2 above, Boeing may elect by written notice to Customer to purchase from Customer any BFE related to such
[*************************] at the invoice prices paid, or contracted to be paid, by Customer.



 


		8.2.2.	Should Customer fail to issue any notice to Boeing in accordance
with Article 8.2 above, then the Escalation Adjustment for the Airframe Price and Optional Features Prices for such Program
Aircraft shall be calculated in accordance with Supplemental Exhibit AE1.



 


		8.3.	Should Boeing fail to issue an Escalation Notice to Customer
in accordance with Article 8.1, then the escalation adjustment for the Airframe Price and Optional Features Prices for such Program
Aircraft shall be calculated in accordance with Article 8.1.1 above.



 


		9.	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 will 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.


 





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







 




    
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		10.	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 Aircraft and cannot be assigned in whole or in part.


 


		11.	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, except for as required by applicable laws or regulations, 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







 




    
	GUN-PA-04455-LA-1600111	 
	Special Escalation Program	LA Page 4
	BOEING PROPRIETARY




     


    

 


 


 


Very truly yours,


 


	AGREED AND ACCEPTED this
	 
	 
	Date
	 


 


	THE BOEING COMPANY
	 
	By	 
	 
	Its	       Attorney-In-Fact
	 
	CHINA SOUTHERN AIRLINES COMPANY LIMITED
	 





	By	 
	 
	Its	 
	
        

         

	CHINA SOUTHERN AIRLINES GROUP IMPORT AND EXPORT TRADING CORP., LTD.
	 	 
	By	 
	 	 
	Its	 


 





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







 




    
	GUN-PA-04455-LA-1600111	 
	Special Escalation Program	LA Page 5
	BOEING PROPRIETARY




     


    

 


 


 


ATTACHMENT A


 


Escalation Forecast & Escalation Notice
Date


 


	Escalation 

Forecast	 	Applicable to Program Aircraft

Delivering in Time Period	 	Escalation

Notice Date
	 [***********] 	 	 [***********] 	 	 [***********] 
	 [***********] 	 	 [***********] 	 	 [***********] 
	 [***********] 	 	 [***********] 	 	 [***********] 
	 [***********] 	 	 [***********] 	 	 [***********] 
	 [***********] 	 	 [***********] 	 	 [***********] 
	 [***********] 	 	 [***********] 	 	 [***********] 


 





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







 




    
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	BOEING PROPRIETARY




     


    

 


 


 


ATTACHMENT B


 


Escalation Factors


 


Airframe Price Base Year: [***********]


 


Beginning of Capped Period: [***********]


 


End of Capped Period: [***********]


 


	Delivery

Date	 	[***********]

Escalation

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

Escalation

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


 





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







 




    
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	BOEING PROPRIETARY




     


    

 


 


 


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


 





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







 




    
	GUN-PA-04455-LA-1600111	 
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	BOEING PROPRIETARY




     


    

 


 


 


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


 





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







 




    
	GUN-PA-04455-LA-1600111	 
	Special Escalation Program	LA Page 9
	BOEING PROPRIETARY




     


    

 


 


 


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


 





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







 




    
	GUN-PA-04455-LA-1600111	 
	Special Escalation Program	LA Page 10
	BOEING PROPRIETARY




     


    

 





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


 





 


GUN-PA-04455-LA-1600112


 


China Southern Airlines Company Limited


No. 278, Jichang Road,


Baiyun District, Guangzhou,


People's Republic of China, 510406


 


	Subject:	Special Matters relating to COTS Software and End User License Agreements
	 	 
	Reference:	Purchase Agreement No. PA-04455 (Purchase Agreement) between The Boeing Company (Boeing) and China Southern Airlines Company Limited (Customer) with China Southern Airlines Group Import and Export Trading Corp., Ltd. (Consenting Party) relating to Model 787-9 aircraft (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.


 


Recitals


 


		1.	Certain third party, commercial off-the-shelf software
products are available to perform various functions required in the Aircraft (COTS Software).



 


		2.	The industry practice with respect to COTS Software is
to permit manufacturers to install the software in products for sale to customers. The manufacturer is required to pass to the
customer an End User License Agreement (EULA), which covers the right to use the COTS Software. The EULA’s also require
each user of the product to further license the software and pass the EULA to any user to whom he transfers the product.



 


		3.	Because of the described industry practice with respect
to COTS Software, Boeing does not acquire title to COTS Software and cannot pass title to COTS Software at the time of delivery
of the Aircraft.



 


		4.	Therefore, the parties desire to amend certain provisions
of the Purchase Agreement to properly reflect the respective rights and obligations of the parties with respect to the COTS Software
included in the Aircraft.












 




    
	GUN-PA-04455-LA-1600112	 
	EULA Special Matters	LA Page 1
	BOEING PROPRIETARY




     


    

 


 


 


Agreement


 


		1.	Prior to delivery of the Aircraft, Boeing will make available
to Customer copies of all EULA’s applicable to the Aircraft, and Customer agrees to comply with all provisions of the applicable
EULA’s.



 


		5.	Notwithstanding the provisions of Article 6.3 of the
AGTA, at delivery of each Aircraft, Boeing will provide Customer [*******************************************].



 


		6.	In connection with any sale or other transfer of the Aircraft,
Customer agrees to comply with all provisions of the applicable EULA’s, including without limitation the re-licensing of
the software to Customer’s transferee and the flow down within such license of the further requirement that Customer’s
transferee comply with and flow to other transferees the obligations of the EULA.



 





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







 




    
	GUN-PA-04455-LA-1600112	 
	EULA Special Matters	LA Page 2
	BOEING PROPRIETARY




     


    

 


 


 


Very truly yours,


 


	AGREED AND ACCEPTED this
	 
	 
	Date
	 


 


	THE BOEING COMPANY
	 
	By	 
	 
	Its	       Attorney-In-Fact
	 
	CHINA SOUTHERN AIRLINES COMPANY LIMITED


 


	By	 
	 
	Its	 
	
        

         

	CHINA SOUTHERN AIRLINES GROUP IMPORT AND EXPORT TRADING CORP., LTD.
	 	 
	By	 
	 	 
	Its	 


 





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







 




    
	GUN-PA-04455-LA-1600112	 
	EULA Special Matters	LA Page 3
	BOEING PROPRIETARY




     


    

 





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


 


 


GUN-PA-04455-LA-1600113


 


China Southern Airlines Company Limited


No. 278, Jichang Road,


Baiyun District, Guangzhou,


People's Republic of China, 510406


 


	Subject:	Government Approval Matters
	 	 
	Reference:	Purchase Agreement No. PA-04455 (Purchase Agreement) between The Boeing Company (Boeing) and China Southern Airlines Company Limited (Customer) with China Southern Airlines Group Import and Export Trading Corp., Ltd. (Consenting Party) relating to Model 787-9 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.    Government
Approval. Boeing and Customer both acknowledge that it is necessary for Customer to obtain government approval to import the
Aircraft into [************************************]. Customer agrees to use best efforts to obtain Government Approval and notify
Boeing promptly in writing as soon as approval has been obtained. In cooperation with Customer, Boeing shall provide reasonable
assistance to Customer in preparing informational materials relating to the Purchase Agreement and the Aircraft which Customer
advises are reasonably required for the Government Approval process. Customer shall advise Boeing as soon as practical of the
specific assistance which Customer plans to request from Boeing.


 


2.    Flexibility.
Boeing and Customer will work together, to help Customer [*********************************************]. If Customer is
not current with advance payments for all Aircraft per the Purchase Agreement, then Boeing may, after consultation with
Customer [****************************], take one or more of the actions set forth below for the Aircraft as it deems
appropriate based on Boeing’s production considerations and requirements, while expressly reserving all of
Boeing’s rights and remedies under law.


 


		2.1.	Reschedule Aircraft. Boeing may reschedule any or
all of the Aircraft. Boeing, after consultation with Customer, will give [***************************] advance notice of any such
Aircraft rescheduling, and will not reschedule Aircraft for which Customer becomes current with advance payments prior to the
expiration of such [***************************]notification period.



 


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


 




    
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	BOEING PROPRIETARY




     


    

 


 


 


The following
terms shall apply to the rescheduled Delivery Period Aircraft.


 


		2.1.1.	The [***************************] for each such rescheduled
Aircraft will be calculated to the revised delivery month in accordance with the provisions of the Purchase Agreement.



 


		2.1.2.	Advance payments for each such rescheduled Aircraft will
be [***************************] in accordance with the provisions of the Purchase Agreement.



 


		2.1.3.	The Advance Payment Base Price [***************************]
in accordance with the provisions of the Purchase Agreement. The credit memoranda Boeing provides to the Customer which are noted
as [***************************]in accordance with the provisions of the Purchase Agreement.



 


		2.1.4.	In the event of any delivery reschedule performed under
this Letter Agreement, Boeing will [***************************] for a particular Aircraft prior to the reschedule of that Aircraft
and apply those payments towards the future advance payments for that same rescheduled Aircraft. In no case will Boeing pay interest
on any advance payment amounts or early payment resulting from the reschedule of the relevant Aircraft.



 


		2.2.	Terminate Aircraft.Boeing, after consultation
with Customer, may terminate the Aircraft by providing Customer with written notice of such termination and shall promptly return
to Customer, [***************************] by Customer for the terminated Aircraft.



 


		3.	Confidential Treatment.



 


Boeing and Customer understand
that certain information contained in this Letter Agreement is considered to be confidential. The parties agree that they will
treat this Letter Agreement and the information contained herein as confidential and will not, without the prior written consent
of the other party, disclose this Letter Agreement or any information contained herein to any other person or entity.


 


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


 




    
	GUN-PA-04455-LA-1600113	 
	Government Approval Matters	LA Page 2
	BOEING PROPRIETARY




     


    

 


 


 


Very truly yours,


 


	AGREED AND ACCEPTED this
	 
	 
	Date
	 


 


	THE BOEING COMPANY
	 
	By	 
	 
	Its	       Attorney-In-Fact
	 
	CHINA SOUTHERN AIRLINES COMPANY LIMITED


 


	By	 
	 
	Its	 
	 
	CHINA SOUTHERN AIRLINES GROUP IMPORT AND EXPORT TRADING CORP., LTD.
	 	 
	By	 
	 	 
	Its	 


 


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


 




    
	GUN-PA-04455-LA-1600113	 
	Government Approval Matters	LA Page 3
	BOEING PROPRIETARY




     


    

 





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


 


 


GUN-PA-04455-LA-1600114


 


China Southern Airlines Company Limited


No. 278, Jichang Road,


Baiyun District, Guangzhou,


People's Republic of China, 510406


 


	Subject:	Liquidated Damages – Non-Excusable Delay
	 	 
	Reference:	Purchase Agreement No. PA-04455 (Purchase Agreement) between The Boeing Company (Boeing) and China Southern Airlines Company Limited (Customer) with China Southern Airlines Group Import and Export Trading Corp., Ltd. (Consenting Party) relating to Model 787-9 aircraft (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.


 


Definition of Terms:


 


Non-Excusable Delay:
Delay in delivery of any Aircraft beyond the last day of the delivery month (Scheduled Delivery Month) 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.	Liquidated Damages.



 


Boeing agrees to pay Customer
liquidated damages for each day of Non-Excusable Delay [************************] (collectively the Non-Excusable Delay Payment
Period) at a rate of [*******************]not to [********************] of [**************************] (Liquidated Damages).
Liquidated Damages will be payable at actual delivery of the Aircraft.


 


		2.	Interest.



 


In addition to the Liquidated
Damages in section 1, for each day of Non-Excusable Delay in [**********************] days after the Scheduled Delivery Month,
Boeing will pay Customer interest calculated as follows (Interest):


 


The product of the daily
interest rate (computed by dividing the interest rate in effect for each day by [*******************] [********************], as
the case may be) times the entire amount of advance payments received by Boeing for such Aircraft. The interest rate in effect
for each day shall be computed using the [*************************************************], effective the first business day
of the calendar quarter and reset each calendar quarter.


 


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


 




    
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	BOEING PROPRIETARY




     


    

 


 


 


Such interest will be calculated
on a simple interest basis and paid in full at actual delivery of the Aircraft.


 


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



 


Customer will not have
the right to refuse to accept delivery of any Aircraft because of a Non-Excusable Delay unless and until the aggregate duration
of the Non-Excusable Delay for such Aircraft [***********************] (Non-Excusable Delay Period). Within [***************]
of receipt of written notice from Boeing that delivery of an Aircraft will be delayed beyond the Non-Excusable Delay Period, [**********************]
Purchase Agreement as to such Aircraft by written or telegraphic notice given to the other. [******************************] within
said [********************], then the Purchase Agreement will remain in effect for that Aircraft.


 


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



 


If the Purchase Agreement
is terminated with respect to any Aircraft for a Non-Excusable Delay, Boeing will pay Customer:


 


		4.1.1.1.1.	Liquidated Damages at the later to occur of: (a) [***********],
or (b) [***********].



 


		4.1.1.1.2.	for Interest calculated and paid in full as described above,
except the period of interest calculation will end on the date Boeing returns such advance payments, excluding the actual day
of return [***********] days after the effective date of the termination.



 


		4.1.1.1.3.	for the entire principal amount of the advance payments
received by Boeing for such Aircraft, [***********] days after the effective date of the termination.



 


		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 Aircraft delivery. Customer hereby
waives and renounces all other claims and remedies arising at law or otherwise for any such Non-Excusable Delay.


 


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


 




    
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		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 Aircraft and cannot be assigned in whole or, in part.


 


		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.


 


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


 




    
	GUN-PA-04455-LA-1600114	 
	Liquidated Damages Non-Excusable Delay	LA Page 3
	BOEING PROPRIETARY




     


    

 


 


 


Very truly yours,


 


	AGREED AND ACCEPTED this
	 
	 
	Date
	 


 


	THE BOEING COMPANY
	 
	By	 
	 
	Its	       Attorney-In-Fact
	 
	CHINA SOUTHERN AIRLINES COMPANY LIMITED


 


	By	 
	 
	Its	 
	 
	CHINA SOUTHERN AIRLINES GROUP IMPORT AND EXPORT TRADING CORP., LTD.
	 	 
	By	 
	 	 
	Its	 


 


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


 




    
	GUN-PA-04455-LA-1600114	 
	Liquidated Damages Non-Excusable Delay	LA Page 4
	BOEING PROPRIETARY




     


    

 





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





 


 


GUN-PA-04455-LA-1600116


 


China Southern Airlines Company Limited


No. 278, Jichang Road,


Baiyun District, Guangzhou,


People's Republic of China, 510406


 


	Subject:	Open Configuration Matters
	 	 
	Reference:	Purchase Agreement No. PA-04455 (Purchase Agreement) between The Boeing Company (Boeing) and China Southern Airlines Company Limited (Customer) with China Southern Airlines Group Import and Export Trading Corp., Ltd. (Consenting Party) relating to Model 787-9 aircraft (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.



 


		1.1.	The scheduled delivery position of the Aircraft, as of
the date of this Letter Agreement is listed in Table 1 of the Purchase Agreement and provides the delivery schedule in [*********************************]
consisting of a nominal delivery month as listed in Table 1 in the Delivery Date column (Nominal Delivery Month [***********************].
No later than [*********************]prior to the Nominal Delivery Month of Customer’s first Aircraft in each calendar year,
Boeing will provide written notice with a revised Table 1 of the scheduled delivery month for each Aircraft with a Nominal
Delivery Month in such calendar year. Such notice provided by Boeing will constitute an amendment to Table 1 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 [******************************************************]
as described in Article 1 and Exhibit A of the Purchase Agreement. Given the long period of time between Purchase Agreement
signing and delivery of the first Aircraft, the final configuration of the Customer’s Aircraft has not yet been defined.



 


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


 




    
	GUN-PA-04455-LA-1600116	 
	Open Configuration Matters	LA Page 1
	BOEING PROPRIETARY




     


    

 


 


 


		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.	No later than [******************************] prior to
the first Aircraft's scheduled delivery month, Boeing and Customer will discuss potential optional features.



 


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



 


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



 


		2.2.4.	If Customer wishes to include installation of Customer’s
BFE premium class seats in the configuration of the Aircraft, Customer will give written notice to Boeing no later than [***************]
prior to delivery of the first Aircraft, and final configuration of Customer’s BFE premium Class seats will be completed
no later than [********************] prior to delivery of the first Aircraft.



 


		3.	Amendment of the Purchase Agreement. Within [*****************************]
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 787-9 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 A of the Purchase Agreement,
by written amendment, those optional features which have been agreed to by Customer and Boeing pursuant to Article 2.2 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;



 


		3.4.	Changes to the Optional Features Prices, Aircraft Basic
Price and Advance Payment Base Price of the Aircraft to adjust for the difference, if any, between the prices estimated in Table 1
of the Purchase Agreement for optional features reflected in the Aircraft Basic Price and the actual prices of the optional features
reflected in the Customer Configuration Changes; and



 


		3.5.	Changes to the Advance Payment Base Price of the Aircraft
to adjust for the difference between the estimated amount included in Table 1 of the Purchase Agreement for Cabin Systems Equipment
(CSE) and the price of the CSE reflected in the Customer Configuration Changes.



 


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


 




    
	GUN-PA-04455-LA-1600116	 
	Open Configuration Matters	LA Page 2
	BOEING PROPRIETARY




     


    

 


 


 


		4.	Other Letter Agreements.



 


Boeing and Customer acknowledge
that as the definition of the Aircraft progresses, there may be a need to execute letter agreements addressing one or more of the
following subjects:


 


		4.1.	Software. Additional provisions relating to software.



 


		4.2.	Installation of Cabin Systems Equipment. Additional
provisions relating to the terms under which Boeing will offer and install in-flight entertainment systems in the Aircraft.



 


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


 




    
	GUN-PA-04455-LA-1600116	 
	Open Configuration Matters	LA Page 3
	BOEING PROPRIETARY




     


    

 


 


 


Very truly yours,


 


	AGREED AND ACCEPTED this
	 
	 
	Date
	 


 


	THE BOEING COMPANY
	 
	By	 
	 
	Its	       Attorney-In-Fact
	 
	CHINA SOUTHERN AIRLINES COMPANY LIMITED


 


	By	 
	 
	Its	 
	 
	CHINA SOUTHERN AIRLINES GROUP IMPORT AND EXPORT TRADING CORP., LTD.
	 	 
	By	 
	 	 
	Its	 


 


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


 




    
	GUN-PA-04455-LA-1600116	 
	Open Configuration Matters	LA Page 4
	BOEING PROPRIETARY




     


    

 





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


 


 


GUN-PA-04455-LA-1600117


 


China Southern Airlines Company Limited


No. 278, Jichang Road,


Baiyun District, Guangzhou,


People's Republic of China, 510406


 


	Subject:	Aircraft Performance Guarantees
	 	 
	Reference:	Purchase Agreement No. PA-04455 (Purchase Agreement) between The Boeing Company (Boeing) and China Southern Airlines Company Limited (Customer) with China Southern Airlines Group Import and Export Trading Corp., Ltd. (Consenting Party) relating to Model 787-9 aircraft (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. Customer agrees to limit the remedy for non-compliance of any performance guarantee to the terms in Letter Agreement
[***************************].


 


		1.	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.


 


		2.	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


 




    
	GUN-PA-04455-LA-1600117	 
	Performance Guarantees	LA Page 1
	BOEING PROPRIETARY




     


    

 


 


 


Very truly yours,


 


	AGREED AND ACCEPTED this
	 
	 
	Date
	 


 


	THE BOEING COMPANY
	 
	By	 
	 
	Its	       Attorney-In-Fact
	 
	CHINA SOUTHERN AIRLINES COMPANY LIMITED


 


	By	 
	 
	Its	 
	 
	CHINA SOUTHERN AIRLINES GROUP IMPORT AND EXPORT TRADING CORP., LTD.
	 	 
	By	 
	 	 
	Its	 


 




    
	GUN-PA-04455-LA-1600117	 
	Performance Guarantees	LA Page 2
	BOEING PROPRIETARY




     


    

 


 


 


MODEL
787-9 PERFORMANCE GUARANTEES


 

FOR China Southern Airlines Company Limited


 


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





 




    
	GUN-PA-04455-LA-1600117	 
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	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-1B76A
engines.


 


		2	FLIGHT PERFORMANCE



 


		2.1	Takeoff



 


		2.1.1	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, with an
alternate forward center of gravity limit of [***********] of the mean aerodynamic chord, 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) [***********].


 


The lineup allowance adjustment to
TORA and TODA [***********].


 


The lineup allowance adjustment to
ASDA is [***********].


 


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


 


The following obstacle definition
is based on a straight-out departure where obstacle height and distance are specified with reference to the liftoff end of the
runway:


 


	 	Distance	Height
	1.	[***********]	13 feet
	2.	[***********]	24 feet
	3.	 [***********]	60 feet


 


		2.1.2	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, with an
alternate forward center of gravity limit of [***********] of the mean aerodynamic chord, and using maximum takeoff thrust, shall
not be less than the following guarantee value:



 


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


 


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


 




    
	GUN-PA-04455-LA-1600117	 
	Performance Guarantees	LA  Page 2
	BOEING PROPRIETARY




     


    

 






 





 


Conditions:


 


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


 


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


 


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


 


The lineup allowance adjustment
to TORA and TODA is [***********].


 


The lineup allowance adjustment
to ASDA is [***********].


 


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


 


The following obstacle definition
is based on a straight-out departure where obstacle height and distance are specified with reference to the liftoff end of the
runway:


 





	 	 	Distance	Height
	 	1.	[***********]	18 feet
	 	2.	[***********]	56 feet
	 	3.	[***********]	85 feet
	 	4.	[***********]	180 feet
	 	5.	[***********]	420 feet
	 	6.	[***********]	558 feet
	 	7.	 [***********]	640 feet




 


		2.2	Landing



 


			The FAA approved landing field length at
                                         a gross weight of [***********] and at a sea level altitude, shall not be more than the
                                         following guarantee value:



 


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



 


		2.3	Mission



 


		2.3.1	Mission
                                         Payload



 


The payload for a stage length
of [***********] in still air (equivalent to a distance of [***********] with a [***********], representative of a [***********]
route) using the conditions and operating rules defined below, shall not be less than the following guarantee value:


 


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



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



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





 




    
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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.
	 	 
	Takeoff:	The airport altitude is  [***********].
	 	 
	 	The airport temperature is  [***********].
	 	 
	 	The takeoff runway available (TORA) is  [***********].
	 	 
	 	The takeoff distance available (TODA) is  [***********].
	 	 
	 	The accelerate-stop distance available (ASDA) is  [***********].
	 	 
	 	The lineup allowance adjustment to TORA and TODA is  [***********].
	 	 
	 	The lineup allowance adjustment to ASDA is  [***********].
	 	 
	 	The runway slope is  [***********].
	 	 
	 	The following obstacle definition is based on a straight out departure where obstacle height
    and distance are specified with reference to the liftoff end of the runway:


 


	 	 	Distance	Height
	 	1.	[***********]	13 feet
	 	2.	[***********]	24 feet
	 	3.	[***********]	60 feet


 


	 	Takeoff performance is based on an alternate forward center of gravity limit of
    [***********] of the mean aerodynamic chord.
	 	 
	 	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.


 




    
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	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 ISA+10°C during climb.
	 	 
	 	Maximum climb thrust is used during climb.
	 	 
	Cruise:	The Aircraft cruises at 0.85 Mach number.
	 	 
	 	The initial cruise altitude is at least 33,000 feet.
	 	 
	 	A step climb or multiple step
        climbs of 2,000 feet altitude may be used when beneficial to minimize fuel burn.

        The final cruise altitude shall
        not exceed 40,000 feet.

	 	 
	 	The temperature is ISA+10°C 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 will be controlled to a maximum rate of descent
    equivalent to 300 feet per minute at sea level.
	 	 
	 	The temperature is ISA+10°C during descent.
	 	 
	 	Minimum flight idle thrust is used during descent.


 




    
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	Approach and Landing Maneuver:	The Aircraft decelerates to the final approach speed while extending landing gear
    and flaps, then descends and lands.
	 	 
	 	The destination airport altitude is 50 feet.
	 	 
	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:


 


	 	Apu:
	 	Fuel	195	Kilograms
	 	 	 	 
	 	Taxi-Out:
	 	Fuel	219	Kilograms
	 	 	 	 
	 	Takeoff and Climbout Maneuver:
	 	Fuel	655	Kilograms
	 	Distance	5.6	Nautical Miles
	 	 	 	 
	 	Approach and Landing Maneuver:
	 	Fuel	141	Kilograms
	 	 	 	 
	 	Taxi-In (shall be consumed from the reserve fuel):
	 	Fuel	219	Kilograms


 


	 	Usable reserve fuel remaining upon completion of the approach and landing maneuver: 9,350 Kilograms


 




    
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	 	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 the redispatch point through the completion
    of the approach and landing maneuver at the final destination airport, starting at the end of the mission cruise at an LRC
    Mach number, or a 15 minute hold whichever is greater, b) a missed approach and flight to a 312 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 571 foot alternate
    airport. Reserve fuel will not be less than 9,350 kg.


 


		2.3.2	Mission
                                         Payload



 


The payload for a stage length
of [***********] in still air (equivalent to a distance of [***********] with a [***********], representative of a [***********]
route) using the conditions and operating rules defined below, shall not be less than the following guarantee value:


 


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



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



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



 


The above payload may require
special attention to payload distribution and operational procedures.


 


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.
	 	 
	Takeoff:	The airport altitude is [***********].
	 	 
	 	The airport temperature is [***********].
	 	 
	 	The takeoff runway available (TORA) is [***********].


 




    
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	 	The takeoff distance available (TODA) is [***********].
	 	 
	 	The accelerate-stop distance available (ASDA) is [***********].
	 	 
	 	The lineup allowance adjustment to TORA and TODA is [***********].
	 	 
	 	The lineup allowance adjustment to ASDA is 48 meters.
	 	 
	 	The runway slope is [***********].
	 	 
	 	The following obstacle definition is based on a straight out departure where obstacle height
    and distance are specified with reference to the liftoff end of the runway:


 


	 	 	Distance	Height
	 	1.	[***********]	51 feet
	 	2.	[***********]	55 feet
	 	3.	[***********]	56 feet
	 	4.	[***********]	58 feet
	 	5.	[***********]	80 feet
	 	6.	[***********]	165 feet
	 	7.	[***********]	212 feet
	 	8.	[***********]	269 feet
	 	9.	[***********]	271 feet
	 	10.	[***********]	336 feet


 


	 	Takeoff performance is based on an alternate forward center of gravity limit of
    [***********] of the mean aerodynamic chord.
	 	 
	 	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.


 




    
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	 	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 ISA+10°C during climb.
	 	 
	 	Maximum climb thrust is used during climb.
	 	 
	Cruise:	The Aircraft cruises at 0.85 Mach number.
	 	 
	 	The initial cruise altitude is at least 32,000 feet.
	 	 
	 	A step climb or multiple step climbs of 2,000 feet altitude may be used when beneficial to
    minimize fuel burn.
	 	 
	 	The final cruise altitude shall not exceed 40,000 feet.
	 	 
	 	The temperature is ISA+10°C 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 will be controlled to a maximum rate of descent
    equivalent to 300 feet per minute at sea level.
	 	 
	 	The temperature is ISA+10°C during descent.
	 	 
	 	Minimum flight idle thrust is used during descent.
	 	 
	Approach 

    and Landing Maneuver:	The Aircraft decelerates to the final approach speed while extending landing gear and flaps,
    then descends and lands.


 




    
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	 	The destination airport altitude is 50 feet.
	 	 
	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:


 


	 	Apu:
	 	Fuel	195	Kilograms
	 	 	 	 
	 	Taxi-Out:
	 	Fuel	219	Kilograms
	 	 	 	 
	 	Takeoff and Climbout Maneuver:
	 	Fuel	663	Kilograms
	 	Distance	4.7	Nautical Miles
	 	 	 	 
	 	Approach and Landing Maneuver:
	 	Fuel	141	Kilograms
	 	 	 	 
	 	Taxi-In (shall be consumed from the reserve fuel):
	 	Fuel	219	Kilograms


 


	 	Usable reserve fuel remaining upon completion of the approach and landing maneuver: 9,350 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 the redispatch point through the completion of the
    approach and landing maneuver at the final destination airport, starting at the end of the mission cruise at an LRC Mach number,
    or a 15 minute hold whichever is greater, b) a missed approach and flight to a 312 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 571 foot alternate airport. Reserve
    fuel will not be less than 9,350 kg.


 




    
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		2.3.3	Mission
                                         Block Fuel



 


The block fuel for a stage length
of [***********] in still air (equivalent to a distance of [***********] with a 39 knot headwind, representative of a [***********]
route) with a [***********] payload using the conditions and operating rules defined below, shall not be more than the following
guarantee value:


 


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



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



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



 


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 [***********].
	 	 
	 	The airport temperature is [***********].
	 	 
	 	The takeoff runway available (TORA) is [***********].
	 	 
	 	The takeoff distance available (TODA) is [***********].
	 	 
	 	The accelerate-stop distance available (ASDA) is [***********].
	 	 
	 	The lineup allowance adjustment to TORA and TODA is [***********].
	 	 
	 	The lineup allowance adjustment to ASDA is [***********].
	 	 
	 	The runway slope is [***********].
	 	 
	 	The following obstacle definition is based on a straight out departure where obstacle height
    and distance are specified with reference to the liftoff end of the runway:


 




    
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	 	 	Distance	Height
	 	1.	[***********]	18 feet
	 	2.	[***********]	56 feet
	 	3.	[***********]	85 feet
	 	4.	[***********]	180 feet
	 	5.	[***********]	420 feet
	 	6.	[***********]	558 feet
	 	7.	[***********]	640 feet


 


	 	Takeoff performance is based on an alternate forward center of gravity limit of
    [***********] of the mean aerodynamic chord.
	 	 
	 	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 ISA+10°C during climb.
	 	 
	 	Maximum climb thrust is used during climb.
	 	 
	Cruise:	The Aircraft cruises at 0.85 Mach number.
	 	 
	 	The initial cruise altitude is at least 32,000 feet.


 




    
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	 	A step climb or multiple step climbs of 2,000 feet altitude may be used when beneficial
    to minimize fuel burn.
	 	 
	 	The final cruise altitude shall not exceed 40,000 feet.
	 	 
	 	The temperature is ISA+10°C 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 ISA+10°C during descent.
	 	 
	 	Minimum flight idle thrust is used 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 airport altitude is 392 feet.
	 	 
	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:


 


	 	Apu:
	 	Fuel	195	Kilograms
	 	 	 	 
	 	Taxi-Out:
	 	Fuel	219	Kilograms
	 	 	 	 
	 	Takeoff and Climbout Maneuver:
	 	Fuel	624	Kilograms
	 	Distance	4.4	Nautical Miles
	 	 	 	 
	 	Approach and Landing Maneuver:
	 	Fuel	141	Kilograms
	 	 	 	 
	 	Taxi-In (shall be consumed from the reserve fuel):
	 	Fuel	219	Kilograms


 




    
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	 	Usable reserve fuel remaining upon completion of the approach and landing maneuver: 9,350 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 the redispatch point through the completion of the
    approach and landing maneuver at the final destination airport, starting at the end of the mission cruise at an LRC Mach number,
    or a 15 minute hold whichever is greater, b) a missed approach and flight to a 277 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 571 foot alternate airport. Reserve
    fuel will not be less than 9,350 kg.


 


		2.3.4	Operational
                                         Empty Weight Basis



 


The Operational Empty Weight (OEW)
derived in Paragraph 2.3.5 is the basis for the mission guarantees of Paragraphs 2.3.1, 2.3.2, and 2.3.3.


 




    
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		2.3.5	Weight
                                         Summary - China Southern Airlines



 


	 	Kilograms
	 	 
	Standard Model Specification MEW	[***********]
	 	 
	787 Airplane Configuration Specification [***********]	 
	Baseline Airplane Improvements and Production Changes	[***********]
	[***********] Interior	 
	GEnx Engines	 
	[***********] Maximum
    Taxi Weight	 
	[***********] Fuel
    Capacity	 
	 	 
	Changes for China Southern Airlines:	 
	Interior Change to 297 Passengers ( 28 CC / 269 YC ) *	4,112
	Reference LOPA B8713094	 
	Selected MTW: [***********]	0
	In-Flight Entertainment System Less Seat Mounted Equipment	227
	Flight Crew Rest (2 Berths and 1 Seat)	386
	Attendant Crew Rest (6 Berths)	454
	Customer Options Allowance	499
	 	 
	China Southern Airlines Manufacturer's Empty Weight (MEW)	[***********]
	 	 
	Standard and Operational Items Allowance (Paragraph 2.3.6)	[***********]
	 	 
	China Southern Airlines Operational Empty Weight (OEW)	[***********]


 


	 	Quantity	Kilograms	Kilograms
	 	 	 	 
	* Seat Weight Included 	 	 	[*******]
	 	 	 	 
	Business Class Furniture	[*******]	[*******]	 
	Business Class Single	[*******]	[*******]	 
	 	[*******]	[*******]	 
	Economy Class Double	[*******]	[*******]	 
	Economy Class Triple	[*******]	[*******]	 


 




    
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		2.3.6	Standard
                                         and Operational Items Allowance



 


	 	Qty	kg	kg	kg
	 	 	 	 	 
	Standard Items Allowance	 	 	 	2,461
	 	 	 	 	 
	Unusable Fuel	 	 	292	 
	Oil	 	 	96	 
	Oxygen Equipment	 	 	24	 
	Miscellaneous Equipment	 	 	28	 
	Galley Structure and Fixed Inserts	 	 	2,021	 
	 	 	 	 	 
	Operational Items Allowance	 	 	 	8,991
	 	 	 	 	 
	Crew and Crew Baggage	 	 	1,483	 
	Flight Crew (Inc. Pilot Flight Bag) (4 @ 95.3 kg. ea.)	4	381	 	 
	Cabin Crew (Inc. Flight Att. Kit) (11 @ 81.6 kg. ea.)	11	898	 	 
	Baggage (15 @ 13.6 kg. ea.)	15	204	 	 
	Catering Allowance & Removable Inserts: 2 Meal Service	 	 	3,243	 
	Business Class	28	559	 	 
	Economy Class	269	2,684	 	 
	Passenger Service Equipment (297 @ 1.36 kg. ea.)	 	 	404	 
	Potable Water - (943 Liters) 297 Passengers @ 3.18 kg. ea.	 	 	943	 
	Waste Tank Disinfectant	 	 	1	 
	Emergency Equipment (Includes Over Water Equip.)	 	 	677	 
	Cargo System	 	 	2,240	 
	Pallets (6 @ 131.5 kg ea.)	 	789	 	 
	Containers (16 @ 90.7 kg ea.)	 	1,451	 	 
	 	 	 	 	 
	Total Standard and Operational Items Allowance	 	 	 	11,452


 




    
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		3	AIRCRAFT
                                         CONFIGURATION



 


		3.1	The guarantees
                                         contained in this Attachment are based on the Aircraft configuration as defined in Boeing
                                         Document 787B1 4102, Revision S, "787 Airplane Configuration Specification",
                                         dated December 11, 2015, 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 guarantee
                                         payloads of Paragraph 2.3.1 and 2.3.2 and the specified payload of the Paragraph 2.3.3
                                         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, Code of Federal Regulations 14, Part 25 amended by Amendments 25-1
                                         through 25-128, subject to the approval of the Federal Aviation Administration.



 


		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.



 


		4.4	The takeoff
                                         and landing guarantees, and the takeoff portion of the mission guarantees are based on
                                         hard surface, level and dry runways with no wind or obstacles, no clearway or stopway,
                                         235 mph tires, 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.
                                         Unbalanced field length calculations and the improved climb performance procedure will
                                         be used for takeoff as required. The landing performance is based on the use of automatic
                                         spoilers.



 




    
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		4.5	The climb,
                                         cruise and descent portions of the mission guarantees 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 guarantees are based on an Aircraft center
                                         of gravity location, as determined by Boeing, not to be aft of 28 percent of the mean
                                         aerodynamic chord.



 


		4.7	Performance,
                                         where applicable, is based on a fuel Lower Heating Value (LHV) of 18,580 BTU per pound
                                         and a fuel density of 0.779 kilogram per liter.



 


		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 takeoff guarantees and the takeoff portion of the mission guarantee shall be
                                         shown using an alternate forward center of gravity limit of 21 percent of the mean aerodynamic
                                         chord.



 


		5.4	Compliance
                                         with the climb, cruise and descent portions of the mission guarantees 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.



 


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



 




    
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		5.6	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.



 


		5.7	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.


 




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




 


GUN-PA-04455-LA-1600118


 


China Southern Airlines Company Limited


No. 278, Jichang Road,


Baiyun District, Guangzhou,


People's Republic of China, 510406


 


		Subject:	Model 787 Post-Delivery Software
                                         & Data Loading



 


		Reference:	Purchase Agreement No. PA-04455 (Purchase Agreement)
                                         between The Boeing Company (Boeing) and China Southern Airlines Company Limited
                                         (Customer) with China Southern Airlines Group Import and Export Trading Corp.,
                                         Ltd. (Consenting Party) relating to Model 787-9
                                         aircraft (Aircraft)



 


			Letter Agreement LA-1600110 entitled “Model 787 e-Enabling
                                         Software Matters” between Boeing, Customer and Consenting Parties relating to the
                                         Aircraft



 


			Customer Services
                                         General Terms Agreement No. CSGTA-1B-1 (CSGTA) between Boeing and Customer,
                                         including Supplemental Agreement for Electronic Access (SA-EA), Supplemental Agreement
                                         for e-Enabling (SA-eE), and 787 Software License Orders



 


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


 


Introduction.


 


Prior to title transfer
of the Aircraft to Customer, Boeing baseline production software will be installed in the Aircraft. Such production software will
be used by Boeing, and may be used by Customer during standard customer inspection activities, to test and validate applicable
e-enabling features and associated hardware, including but not limited to features such as: a Boeing offered catalogue IFE system,
electronic flight bag (EFB), electronic documents, airline modifiable information (AMI) and electronic checklist
(ECL). Operational software, as set out in Article 1 and Article 2 below, will not be installed temporarily or
permanently, prior to Aircraft title transfer.


 


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


 




    
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		1.	Boeing-Provided
                                         Operational Software and Data.



 


Pursuant to the Purchase
Agreement and applicable 787 software license order(s), immediately following title transfer of the Aircraft to Customer, Boeing
will, upon Customer’s request, load Boeing-provided operational software and data onto onboard loadable hardware that enable
the Aircraft to operate certain e-enabled features as described in the Purchase Agreement and applicable 787 software license
order(s).


 


		2.	Customer Provided
                                         Operational Software and Data.



 


2.1.          Airline
Modifiable Software. If Customer has elected to customize software or modify settings and features of selected onboard software
or databases from what is set forth in Exhibit A of the Purchase Agreement, at Customer’s request, Boeing will [***************************]
following title transfer of the Aircraft. Boeing will load Customer’s operational software if it is provided to Boeing within
specified lead times and schedule. If Customer fails to provide the operational software in accordance with Boeing’s instructions,
the Aircraft will be solely configured with the Boeing baseline production software in lieu of Customer’s operational software.


 


2.2.          Jeppesen,
Inc. (Jeppesen) and/or Other Third Party Operational Software and Databases. If Customer provides Customer-developed
software applications or has licensed additional software or databases from Jeppesen and/or other third party supplier for installation
onto an onboard loadable system, at Customer’s request, Boeing will [***************************] following title transfer
of the Aircraft. If Customer fails to provide such operational software in accordance with Boeing’s instructions, Boeing
[****************].


 


2.3.          IFE
Customer Software. IFE Customer Software will mean any software which is obtained by the Customer from a source other
than Boeing for installation in the IFE system. Boeing will make [***************************] following title transfer of the
Aircraft. The time required for the IFE supplier to complete the loading of the IFE Customer Software is estimated to be [****************************].
If Customer fails to make appropriate arrangements with its IFE supplier in accordance with Boeing instructions, the Aircraft
will be solely configured with Boeing’s baseline production software for the Boeing catalogue selected IFE configuration.
Boeing’s FAA approved Repair Station will not be available to Customer or its IFE supplier to revise the IFE system hardware
or IFE Customer Software while the Aircraft is on Boeing property prior to delivery flyaway, even if an FAA approved service bulletin
is available for such revision.


 


		3.	Additional Terms
                                         and Conditions.



 


3.1.          With
respect to Customer provided operational software and data referenced in Article 2.1 and 2.2, above, Customer will grant,
and/or will obtain from the suppliers, a non-exclusive, perpetual, royalty-free, irrevocable license for Boeing to copy and load
such software on the Aircraft. Boeing will retain a copy of such software/data for loading on future Aircraft deliveries, however,
Boeing expects Customer to provide updated operational software applications and databases for each Aircraft delivery. Boeing
will treat all copies of this software/data in confidence and use the same only as specifically authorized under the terms of
this Letter Agreement.


 


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


 




    
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3.2.          The
loading services performed by Boeing pursuant to this Letter Agreement will be performed in a workmanlike manner. The time required
to complete the Boeing performed loading services is estimated to be approximately [***************************]. Customer’s
sole remedy and Boeing’s sole obligation and liability for the loading services performed by Boeing are limited to the no-charge
re-performance of the courtesy load, on a one-time-only basis.


 


		3.2.1.	If any Customer-provided
                                         operational software referred to in Article 2.1 above, fails to reload successfully,
                                         the Aircraft will be solely configured with the Boeing baseline production software.



 


		3.2.2.	If any Customer-provided
                                         operational software referred to in Article 2.2 fails to reload successfully, Boeing
                                         will not be responsible to make further loading attempts and Aircraft fly-away will occur
                                         as scheduled.



 


3.3.          If
any IFE Customer Software fails to load successfully, Customer will make alternate loading arrangements with its IFE supplier
for loading after the Aircraft has flown-away. In such an event, and upon Customer’s request, Boeing will install the Boeing
baseline production software for the Boeing catalogue selected IFE configuration prior to Aircraft fly-away.


 


3.4.          Customer
is responsible for functional testing, verification, quality assurance, and operational approval of all Customer provided operational
software.


 


3.5.          A
dual signature (Boeing and Customer) Onboard Authentication System (OAS) Airplane Modifiable Information (AMI) will
be installed on the Aircraft giving access to Boeing and Customer, which is required to perform data and software loads after
title transfer of the Aircraft. After fly-away, Customer will remove Boeing’s access key and certificates from the OAS.


 


3.6.          Customer
will defend and indemnify Boeing from and against all claims, suits, and liabilities arising out of any actual or alleged infringement
of any patent or other intellectual property rights through the installation or use of Customer provided operational software
by Boeing pursuant to this Letter Agreement. For the purposes of this Article 3.6, Boeing is defined as The Boeing
Company, its divisions, subsidiaries, affiliates, the assignees of each and their respective directors, officers, employees and
agents.


 


3.7.          The
DISCLAIMER AND RELEASE and EXCLUSION OF CONSEQUENTIAL AND OTHER DAMAGES provisions in Article 11 of Part 2 of Exhibit C
of the Aircraft General Terms Agreement (AGTA) and the insurance provisions of Article 8.2 of the AGTA will apply
to Boeing’s loading of all software and data pursuant to this Letter Agreement. For purposes of this Article 3.7, all
software and data provided directly by Boeing will be defined as Materials (and not “Aircraft Software”). Title
to and risk of loss of the Aircraft will always remain with Customer during Boeing’s performance of all post title transfer
services.


 


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


 




    
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Very truly yours,


 


	AGREED AND ACCEPTED this	 
	 	 
	 	 
	Date	 


 


	THE BOEING COMPANY	 
	 	 
	By	 	 
	 	 
	Its	Attorney-In-Fact	 
	 	 
	CHINA SOUTHERN AIRLINES COMPANY LIMITED	 
	 	 
	By	 	 
	 	 
	Its	 	 
	 	 
	CHINA SOUTHERN AIRLINES GROUP IMPORT AND EXPORT TRADING CORP., LTD.	 
	 	 	 
	By	 	 
	 	 	 
	Its	 	 


 


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


 




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







 


GUN-PA-04455-LA-1600119


 


China Southern Airlines Company Limited


No. 278, Jichang Road,


Baiyun District, Guangzhou,


People's Republic of China, 510406


 


		Subject:	Promotional Support



 


		Reference:	Purchase Agreement No. PA-04455 (Purchase Agreement)
                                         between The Boeing Company (Boeing) and China Southern Airlines Company Limited
                                         (Customer) with China Southern Airlines Group Import and Export Trading Corp.,
                                         Ltd. (Consenting Party) relating to Model 787-9
                                         aircraft (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 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 Aircraft as more specifically provided below.


 


		1.	Definitions.



 


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


 


1.2.          Covered
Aircraft will mean those Aircraft identified on Table 1 to the Purchase Agreement as of the date of signing of this Letter
Agreement.


 


1.3.          Performance
Period will mean the period beginning [****] before the scheduled delivery month of the first Covered Aircraft and ending
[****] after the scheduled delivery month of the last Covered Aircraft.


 


1.4.          Promotional
Support will mean mutually agreed marketing and promotion programs that promote the entry into service of the Covered 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 will mean fees paid by Customer to third party providers for Promotional Support provided to Customer during
the Performance Period.


 


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


 




    
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		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 first Covered Aircraft delivered to Customer and not to exceed [***************************]
per Covered Aircraft for each Covered Aircraft delivered to Customer thereafter.


 


		3.	Methods of Performance.



 


3.1.          Subject
to the Commitment Limit, Boeing will reimburse [*************]Customer’s payments of Qualifying Third Party Fees provided
that Customer provides Boeing copies of paid invoices for such Qualifying Third Party Fees no later than [******************]
after the delivery of the last Covered 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 Fees that are subject
to reimbursement 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) submit
its paid invoices for Qualifying Third Party Fees within the required time, as set forth in Article 3.1, Boeing will have
no further obligation to Customer for such unused Commitment Limit or to reimburse Customer 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 becoming the operator of the Aircraft and cannot be assigned in whole or, in part.


 


		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.


 


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


 




    
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Very truly yours,


 


	AGREED AND ACCEPTED this	 
	 	 
	 	 
	Date	 


 


	THE BOEING COMPANY	 
	 	 
	By	 	 
	 	 
	Its	Attorney-In-Fact	 
	 	 
	CHINA SOUTHERN AIRLINES COMPANY LIMITED	 
	 	 
	By	 	 
	 	 
	Its	 	 
	 	 
	CHINA SOUTHERN AIRLINES GROUP IMPORT AND EXPORT TRADING CORP., LTD.	 
	 	 	 
	By	 	 
	 	 	 
	Its	 	 


 


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


 




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







 


GUN-PA-04455-LA-1600123


 


China Southern Airlines Company Limited


No. 278, Jichang Road,


Baiyun District, Guangzhou,


People's Republic of China, 510406


 


		Subject:	Special Terms – Seats and
                                         In-flight Entertainment



 


		Reference:	Purchase Agreement No. PA-04455 (Purchase Agreement)
                                         between The Boeing Company (Boeing) and China Southern Airlines Company Limited
                                         (Customer) with China Southern Airlines Group Import and Export Trading Corp.,
                                         Ltd. (Consenting Party) relating to Model 787-9
                                         aircraft (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.	Definitions.



 


1.1.          Covered
Seats will mean those seats which are not otherwise identified in Exhibit A to the Purchase Agreement as Buyer Furnished
Equipment.


 


1.2.          In-flight
Entertainment (IFE) System will mean the IFE identified in the Detail Specification of the Aircraft, inclusive of the IFE
software which is required to test and certify the IFE system on the Aircraft, but exclusive of IFE Customer Software.


 


1.3.          IFE
Customer Software will mean any software which is obtained by the Customer from a source other than Boeing for installation
in the IFE System.


 


		2.	Applicability
                                         of Supplemental Exhibit CS1 to the Purchase Agreement.



 


2.1.          Boeing
did not enter into product support agreements with the suppliers of the [***************************]. Customer is responsible
to enter into such product support agreements directly with the suppliers of such [***************************], and such provisions
will apply in lieu of the provisions of Supplemental Exhibit CS1 to the Purchase Agreement.


 


2.2.          Boeing
will incorporate the Covered Seats and IFE System line maintenance information, received from the suppliers of such Covered Seats
and IFE System/, into Customer’s customized Materials prior to delivery of each Aircraft reflecting the configuration
of that Aircraft as delivered. Upon Customer’s request, Boeing may provide update service after delivery to such information
subject to the terms of the Purchase Agreement, Supplemental Exhibit CS1 (787 Customer Support Document), Part 2, Article 2.3
relating to Additional Services.


 


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


 




    
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		3.	Applicability
                                         of the Provisions of Exhibit C to the AGTA.



 


In lieu of the provisions
of Part 4 of Exhibit C to the AGTA, the following warranty and patent and copyright indemnities will apply to Covered
Seats and IFE System:


 


“Boeing will
obtain warranties and indemnities against patent and copyright infringement enforceable by Customer from the suppliers of the
Covered Seats and IFE System/ installed on the Aircraft at the time of delivery. If requested by Customer, Boeing
will provide copies of such warranties and indemnities to Customer upon request.”


 


		4.	IFE Customer
                                         Software.



 


Customer is responsible
for and assumes all liability with respect to IFE Customer Software.


 


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


 




    
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Very truly yours,


 


	AGREED AND ACCEPTED this	 
	 	 
	 	 
	Date	 


 


	THE BOEING COMPANY	 
	 	 	 
	By	 	 
	 	 	 
	Its	Attorney-In-Fact	 
	 	 	 
	CHINA SOUTHERN AIRLINES COMPANY LIMITED	 
	 	 	 
	By	 	 
	 	 	 
	Its	 	 
	 	 	 
	CHINA SOUTHERN AIRLINES GROUP IMPORT AND EXPORT TRADING CORP., LTD.	 
	 	 	 
	By	 	 
	 	 	 
	Its	 	 


 


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


 




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







 


GUN-PA-04455-LA-1600124


 


China Southern Airlines Company Limited


No. 278, Jichang Road,


Baiyun District, Guangzhou,


People's Republic of China, 510406


 


		Subject:	Used Aircraft Trade-In Matters



 


		Reference:	Purchase Agreement No. PA-04455 (Purchase Agreement)
                                         between The Boeing Company (Boeing) and China Southern Airlines Company Limited
                                         (Customer) with China Southern Airlines Group Import and Export Trading Corp.,
                                         Ltd. (Consenting Party) relating to Model 787-9
                                         aircraft



 


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


 


		1.	Used Aircraft Acquisition Agreement.



 


Boeing and Customer have entered into the
acquisition agreement for used aircraft [***************************]. Boeing’s purchase of the Used Aircraft and Used Aircraft
Equipment as defined in the Acquisition Agreement shall be in accordance with the provisions of the Acquisition Agreement.


 


		2.	777-200 Aircraft, and Spare Engines; Trade-In Delivery
and Title Transfer; Trade-in delivery conditions.



 


2.1.          In
consideration of Customer purchasing and taking delivery [***************************] Model 787-9 aircraft (New Aircraft),
Boeing agrees to take in [***************************] in accordance with the Acquisition Agreement, including Schedules 1 and
2.


 


2.2.          Trade-in
delivery and title transfer to Boeing of the Used Aircraft Equipment will take place according to the provisions of Article 3
of the Acquisition Agreement, but no later than [*************] after the associated trade-in delivery date. The trade-in delivery
and title transfer of such Used Aircraft Equipment shall be delivered on the date specified in the Acquisition Agreement and Customer
shall ensure that the Used Aircraft Equipment meet the return conditions per the Acquisition Agreement at the time of the trade-in
date.


 


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


 




    
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2.3.          Price.
Boeing agrees to purchase the Used Aircraft Equipment according to the provisions of [***************************].


 


3.           Exclusive
Right to Sell.


 


Boeing shall have the exclusive right to sell
or dispose Used Aircraft Equipment as defined in Article 1.9 of Acquisition Agreement.


 


4.           Non-Transferable.


 


Boeing’s agreement to purchase the Used
Aircraft Equipment is provided as a financial accommodation to the Customer in consideration of Customer purchasing the New Aircraft
and the purchase of the Used Aircraft Equipment by Boeing is non-transferable to a third party.


 


5.           Assignment.


 


Boeing reserves the unrestricted right to transfer
or assign all or a portion of its rights, title and interest in the Used Aircraft and its obligations and benefits under any Acquisition
Agreement to third parties. Customer shall cooperate with Boeing in complying with reasonable documentation and insurance/indemnity
requirements. Boeing agrees that no such transfer or assignment will materially change the duty of or materially increase the burden
or risk imposed on Customer.


 


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.


 


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


 




    
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Very truly yours,


 


	AGREED AND ACCEPTED this	 
	 	 
	 	 
	Date	 


 


	THE BOEING COMPANY	 
	 	 	 
	By		 
	 	 	 
	Its	Attorney-In-Fact	 



 


	CHINA SOUTHERN AIRLINES COMPANY LIMITED	 
	 	 	 
	By		 
	 	 	 
	Its	 	 
	 	 	 
	CHINA SOUTHERN AIRLINES GROUP IMPORT AND EXPORT TRADING CORP., LTD.	 
	 	 	 
	By		 
	 		 
	Its		 


 


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


 




    
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        The Boeing Company

        P.O. Box 3707

        Seattle, WA 98124-2207

	 	 


 


GUN-PA-04455-LA-1600125


 


China Southern Airlines Company Limited


No. 278, Jichang Road,


Baiyun District, Guangzhou,


People's Republic of China, 510406


 


		Subject:	Purchase and Trade-in Framework Agreement



 


		Reference:	1) Purchase Agreement No. PA-04455 (Purchase Agreement) between The Boeing Company (Boeing) and China Southern
Airlines Company Limited (Customer) with China Southern Airlines Group Import and Export Trading Corp., Ltd. (Consenting
Party) relating to Model 787-9 aircraft (New Aircraft)



 


			



			2) Acquisition Agreement for Used Aircraft No. A0206/GUN-04 between Boeing Aircraft Holding Company and China Southern Airlines
Company Limited with China Southern Airlines Group Import and Export Trading Corp., Ltd. (Acquisition Agreement)



 


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


 


1.           Definition
of Parties. For the purposes of this Letter Agreement only, the parties shall be defined as follows:


 


1.1.          China
Southern Airlines Company Limited and China Southern Airlines Group Import and Export Trading Corp., Ltd. are collectively defined
as China Southern.


 


1.2.          The
Boeing Company and Boeing Aircraft Holding Company (BAHC) are collectively defined as Boeing.


 


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


 




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


 


In addition to Article 3.11 of the Acquisition
Agreements and as a sole remedy, if BAHC breaches its obligations under the Acquisition Agreements to purchase Used Aircraft despite
China Southern being in full compliance with its obligations under the Purchase Agreement and the Acquisition Agreements, China
Southern [**************]with prior written notice to Boeing [*******************************] before [*****************************]
in order to reestablish the intended [*********************************************]. [*******************] by China Southern of
such terminated New Aircraft, Boeing shall return to China Southern all advanced payments received [*********************] within
[*****************************************************].


 


3.           Confidential
Treatment.


 


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


 


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


 




    
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Very truly yours,


 


	AGREED AND ACCEPTED this	 
	 	 
	 	 
	Date	 


 


	THE BOEING COMPANY	 	CHINA SOUTHERN AIRLINES CO., LTD.
	 	 	 	 	 
	By	 	 	By	 
	 	 	 	 	 
	Its	Attorney-In-Fact	 	Its	 


 


	BOEING AIRCRAFT HOLDING COMPANY	 	CHINA SOUTHERN AIRLINES GROUP IMPORT AND EXPORT TRADING CORP., LTD.
	 	 	 	 	 
	By	 	 	By	 
	 	 	 	 	 
	Its	Attorney-In-Fact	 	Its	 


 


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


 




    
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        The Boeing Company

        P.O. Box 3707

        Seattle, WA 98124-2207

	 	 


 


GUN-PA-04455-LA-1600126


 


China Southern Airlines Company Limited


No. 278, Jichang Road,


Baiyun District, Guangzhou,


People's Republic of China, 510406


 


		Subject:	Special Matters



 


		Reference:	Purchase Agreement No. PA-04455 (Purchase Agreement) between The Boeing Company (Boeing) and China Southern
Airlines Company Limited (Customer) with China Southern Airlines Group Import and Export Trading Corp., Ltd. (Consenting
Party) relating to Model 787-9 aircraft (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.           Credit
Memoranda.


 


1.1.          Basic
Credit Memorandum. At the time of delivery of each Aircraft, Boeing will issue to Customer a basic credit memorandum (Basic
Credit Memorandum) [***************************].


 


1.2.          Customer
Support Credit Memorandum. At the time of delivery of each Aircraft, Boeing will issue to Customer a customer support credit
memorandum (Customer Support Credit Memorandum) [********************************************].


 


1.3.          Goods
& Services Credit Memorandum. At the time of delivery of each Aircraft, Boeing will issue to Customer a goods & services
credit memorandum (Goods & Services Credit Memorandum) [***************************].


 


1.4.          Quantity
Bonus Credit Memorandum. At the time of delivery of each Aircraft, Boeing will issue to Customer a quantity bonus credit memorandum
(Quantity Bonus Credit Memorandum) [***************************].


 


1.5.          Incremental
787 Purchase Credit Memorandum. At the time of delivery of each Aircraft, Boeing will issue to Customer an incremental 787
purchase credit memorandum (Incremental 787 Purchase Credit Memorandum) [***************************].


 


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


 




    
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1.6.          Features
Support Credit Memorandum. For each Aircraft where Customer purchases both of the following: (i) overhead flight deck crew
rest, and (ii) overhead flight attendant crew rest, Boeing will issue to Customer, at the time of delivery, a features support
credit memorandum (Features Support Credit Memorandum) [***************************].


 


1.7.          MTOW
Support Credit Memorandum. For each Aircraft where Customer purchases the maximum take-off weight (MTOW) of Five Hundred
Sixty Thousand (560,000) pounds, Boeing will issue to Customer, at the time of delivery, an MTOW support credit memorandum (MTOW
Support Credit Memorandum) [***************************]. For the avoidance of doubt, MTOW Support Credit Memorandum is only
available for each Aircraft with an MTOW [***************************].


 


1.8.          Modified
PDP Bonus Credit Memorandum. If Customer provides a payment of [***************************] in addition to the standard [***************************]
of the Advance Payment Base Price for each Aircraft on the effective date of the Purchase Agreement, then at the time of delivery
of each Aircraft, Boeing will issue to Customer a modified PDP bonus credit memorandum (Modified PDP Bonus Credit Memorandum)
[***************************].


 


1.9.          Entry-Into-Service
Support Credit Memorandum. As a consideration and to address Customer concerns on potential manufacturing change costs and
airworthiness directive costs related to entry-into-service of the Aircraft, at the time of delivery of each Aircraft, Boeing will
issue to Customer an entry-into-service support credit memorandum (Entry-Into-Service Support Credit Memorandum) [***************************].


 


1.10.         Delivery
Support Credit Memorandum. As a consideration and to address Customer concerns on costs related to delivery of the Aircraft,
at the time of delivery of each Aircraft, Boeing will issue to Customer a delivery support credit memorandum (Delivery Support
Credit Memorandum) in an amount of [***************************] and may only be used for the purchase of Boeing goods and
services or applied toward aircraft storage costs.


 


1.11.         Training
Support Credit Memorandum. As a consideration and to address Customer concerns on training costs, at the time of delivery of
each Aircraft, Boeing will issue to Customer a training support credit memorandum (Training Support Credit Memorandum) in
an amount of [***************************]where any Training Support Credit Memorandum issued prior to [***************************]
may only be used for the purchase of Boeing training services, and any Training Support Credit Memorandum issued on or [***************************]
may only be used for the purchase of Boeing goods and services which include Boeing training services.


 


1.12.         Configuration
Support Credit Memorandum. At the time of delivery of each Aircraft, Boeing will issue to Customer a configuration support
credit memorandum (Configuration Support Credit Memorandum [***************************].


 


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


 




    
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1.13.         Management
Education Support Credit Memorandum. At the time of delivery of each Aircraft, Boeing will issue to Customer a management education
support credit memorandum (Management Education Support Credit Memorandum) [***************************].


 


1.14.         Dispatcher
Training Support Credit Memorandum. As a consideration and to address Customer concerns on flight dispatcher training costs,
Boeing will issue to Customer a dispatcher training support credit memorandum (Dispatcher Training Support Credit Memorandum)
in the fixed, not subject to escalation, amount of [***************************]. For the avoidance of doubt, the Dispatcher Training
Support Credit Memorandum is a one-time, not subject to escalation, fixed-amount credit memorandum and may only be used for the
purchase of Boeing training services.


 


1.15.         Performance
Training Support Credit Memorandum. As a consideration and to address Customer concerns on performance engineer and software
training costs, Boeing will issue to Customer a performance training support credit memorandum (Performance Training Support
Credit Memorandum) in the fixed, not subject to escalation, [***************************]. For the avoidance of doubt, the
Performance Training Support Credit Memorandum is a one-time, not subject to escalation, fixed-amount credit memorandum and may
only be used for the purchase of Boeing training services.


 


1.16.         FCOM/QRH
Support Credit Memorandum. As a consideration and to address Customer concerns on FCOM/QRH change costs, Boeing will issue
to Customer an FCOM/QRH support credit memorandum (FCOM/QRH Support Credit Memorandum) in the fixed, not subject to escalation,
[***************************]. For the avoidance of doubt, the FCOM/QRH Support Credit Memorandum is a one-time, not subject to
escalation, fixed-amount credit memorandum and may only be used for the purchase of Boeing goods and services.


 


1.17.         ECL
Support Credit Memorandum. As a consideration and to address Customer concerns on electronic checklist (ECL) change costs,
Boeing will issue to Customer an ECL support credit memorandum (ECL Support Credit Memorandum) in the fixed, not subject
to escalation, amount of [***************************]. For the avoidance of doubt, the ECL Support Credit Memorandum is a one-time,
not subject to escalation, fixed-amount credit memorandum and may only be used for the purchase of Boeing goods and services.


 


1.18.         Engineering
Technical Support Credit Memorandum. As a consideration and to address Customer concerns on engineering technical support,
Boeing will issue to Customer an engineering technical support credit memorandum (Engineering Technical Support Credit Memorandum)
in the fixed, not subject to escalation, amount of [***************************]. For the avoidance of doubt, the Engineering Technical
Support Credit Memorandum is a one-time, not subject to escalation, fixed-amount credit memorandum and may only be used for the
purchase of Boeing goods and services.


 


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


 




    
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2.           Escalation
of Credit Memoranda.


 


Unless otherwise noted,
the amounts of the Credit Memoranda stated in Paragraphs 1.1 through 1.13 are in 2015 base year dollars and will be [***************************]
of the respective Aircraft delivery pursuant to the airframe escalation formula set forth in the Purchase Agreement applicable
to the Aircraft. 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 will not be applied
to advance payments).


 


3.           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.


 


4.           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 Customer Support
Memorandum contained in paragraph 1.2 above, in the event of any unauthorized disclosure by Customer.


 


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


 




    
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Very truly yours,


 


	AGREED AND ACCEPTED this	 
	 	 
	 	 
	Date	 


 


	THE BOEING COMPANY	 
	 	 	 
	By	 	 
	 	 	 
	Its	 Attorney-In-Fact	 
	 	 	 
	CHINA SOUTHERN AIRLINES COMPANY LIMITED	 
	 	 	 
	By	 	 
	 	 	 
	Its	 	 
	 	 	 
	CHINA SOUTHERN AIRLINES GROUP IMPORT AND EXPORT TRADING CORP., LTD.	 
	 	 	 
	By	 	 
	 	 	 
	Its	 	 


 


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


 




    
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        The Boeing Company

        P.O. Box 3707

        Seattle, WA 98124-2207

	 	 


  


GUN-PA-04455-LA-1603083


 


China Southern Airlines Company Limited


No. 278, Jichang Road,


Baiyun District, Guangzhou,


People's Republic of China, 510406


 


		Subject:	Installation of Cabin Systems Equipment



 


		Reference:	Purchase Agreement No. PA-04455 (Purchase Agreement) between The Boeing Company (Boeing) and China Southern
Airlines Company Limited (Customer) with China Southern Airlines Group Import and Export Trading Corp., Ltd. (Consenting
Party) relating to Model 787-9 aircraft (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.


 


Customer has requested
that Boeing install in the Aircraft the In-Flight Entertainment and communications systems described in Attachment A to this
Letter Agreement (collectively referred to as Cabin Systems Equipment or CSE). CSE is BFE that Boeing purchases for
Customer and that is identified in the Detail Specification for the Aircraft.


 


The complexity of the CSE
requires special attention and additional resources during the development, integration, and certification of the CSE and manufacture
of the Aircraft to achieve proper operation of the CSE at the time of delivery of the Aircraft. To assist Customer, Boeing will
perform the functions of [***************************] as set forth in Attachment B.


 


1.           Responsibilities.


 


		1.1.	Customer will:



 


		1.1.1.	provide Customer's CSE system requirements to Boeing;



 


		1.1.2.	select the CSE suppliers (Supplier(s)) and system configuration) from among those identified
in the Option(s) listed in Attachment A to this Letter Agreement, on or [***************]; or as otherwise available in the
then current Standard Selections Catalog and formally offered by Boeing;



 


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


 




    
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		1.1.3.	promptly after selecting the Options, participate with Boeing in meetings with Suppliers to ensure
that Supplier's functional system specifications meet Customer's and Boeing's respective requirements. Such functional system specifications
define functionality to which Boeing will test prior to delivery but are not a guarantee of functionality at delivery;



 


		1.1.4.	select Supplier part numbers;



 


		1.1.5.	negotiate and obtain agreements on product assurance, product support following Aircraft delivery
(including spares support), and any other special business arrangements directly with Suppliers;



 


		1.1.6.	provide pricing information for CSE part numbers selected to Boeing by a mutually selected date;



 


		1.1.7.	negotiate and obtain agreements with any required service providers;



 


		1.1.8.	include in Customer's contract with any seat supplier a condition causing such seat supplier to
enter a bonded stores agreement with Boeing. This bonded stores agreement will set forth the terms concerning the use, handling.
storage, and risk of loss of CSE during the time such equipment is under the seat supplier's control;



 


		1.1.9.	cause Suppliers to:



 


1.1.9.1.          assist
the seat suppliers in the preparation of seat assembly functional test plans;


 


1.1.9.2.          coordinate
integration testing, and provide seat assembly functional test procedures for seat electronic parts to seat suppliers and Boeing,
as determined by Boeing; and


 


1.1.9.3.          comply
with Boeing’s 787 procurement processes (e.g. for transmission of technical data, transmission of purchase orders, and processing
of non-conformances) (787 Procurement Processes). 787 Procurement Processes will be provided to Customer and may be updated from
time to time; and


 


1.1.9.4.          comply
with Boeing’s type design and type certification data development and protection requirements where the Supplier has type
design/certification responsibility. The requirements will require Suppliers to (i) maintain type design/certificate data
for the life of such type certificate for all type design and (ii) entitle Boeing to access, review, and receive such type
design/certification data. These requirements will be provided to Customer and included in any applicable contracts between Customer
and Supplier.


 


1.2.          Boeing
will:


 


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


 




    
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		1.2.1.	[****************************************************************];



 


		1.2.2.	[****************************************************************];



 


		1.2.3.	[****************************************************************];



 


		1.2.4.	[****************************************************************];



 


		1.2.5.	[****************************************************************];



 


		1.2.6.	ensure that at the time of Aircraft delivery the CSE configuration meets the requirements of the
Option(s) contained in Attachment A to this Letter Agreement as such Attachment A may be amended from time to time; and



 


		1.2.7.	obtain FAA certification of the Aircraft with the conforming CSE installed therein.



 


2.           Software.


 


CSE systems may contain
software of the following two types:


 


2.1.         Certification
Software. The software required to functionally test, operate and certify the CSE systems on the Aircraft is the Certification
Software and is part of the CSE.


 


2.2.         Customer's
Software. The software which is defined by the Customer to support specified features and appearance is Customer's Software
and is not part of the CSE.


 


		2.2.1.	Customer is solely responsible for specifying Customer's Software functional and performance requirements
and ensuring that Customer's Software meets such requirements. Customer and Customer's Software supplier will have total responsibility
for the writing, certification, modification, revision, or correction of any of Customer's Software. Boeing will not perform the
functions and obligations described in paragraph 1.2 above, or the Project Manager's functions described in Attachment B,
for Customer's Software.



 


		2.2.2.	The omission of any Customer's Software or the lack of any functionality of Customer's Software
will not be a valid condition for Customer's rejection of the Aircraft at the time of Aircraft delivery.



 


		2.2.3.	Boeing has no obligation to approve any documentation to support Customer's Software certification.
Boeing will only review and operate Customer's Software if in Boeing's reasonable opinion such review and operation is necessary
to certify the CSE on the Aircraft.



 


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


 




    
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		2.2.4.	Boeing will not be responsible for obtaining FAA certification for Customer's Software.



 


3.           Changes.


 


3.1.          After
Customer’s acceptance of this Letter Agreement, any changes to CSE may only be made by and between Boeing and the Supplier.
Any Customer request for changes to the CSE specification after execution of this Letter Agreement will be made in writing directly
to Boeing for approval and for coordination by Boeing with the Supplier. Any such change to the configuration of the Aircraft will
be subject to price and offerability through Boeing’s master change or other process for amendment of the Purchase Agreement.
Any Supplier price increase or decrease resulting from such change will be negotiated between Customer and Supplier.


 


3.2.          Boeing
and Customer recognize that the developmental nature of the CSE may require changes to the CSE or the Aircraft in order to ensure
(i) compatibility of the CSE with the Aircraft and all other Aircraft systems, and (ii) FAA certification of the Aircraft
with the CSE installed therein. In such event Boeing will notify Customer and recommend to Customer the most practical means for
incorporating any such change. If within fifteen (15) days after such notification Customer and Boeing cannot mutually agree
on the incorporation of any such change or alternate course of action, the remedies available to Boeing in Paragraph 6 will
apply.


 


4.           Supplier
Defaults.


 


Boeing will notify Customer
in a timely manner in the event of a default by a Supplier under the Supplier's purchase order with Boeing. Within fifteen (15)
days of Customer's receipt of such notification, Boeing and Customer will agree on an alternate Supplier or other course of action.
If Boeing and Customer are unable to agree on an alternate Supplier or course of action within such time, the remedies available
to Boeing in Paragraph 6 will apply.


 


5.           Exhibits B
and C to the AGTA.


 


CSE is deemed to be BFE
for the purposes of Exhibit B, Customer Support Document, and Exhibit C, the Product Assurance Document, of the AGTA.


 


6.           Boeing’s
Remedies.


 


If Customer does not perform
its obligations as provided in this Letter Agreement or if Supplier fails (for any reason other than a default by Boeing under
the purchase order terms) to deliver conforming CSE per the schedule set forth in the purchase order, then, in addition to any
other remedies which Boeing may have by contract or under law, Boeing may:


 


6.1.          revise
the [***************************] to accommodate the delay in delivery of the conforming CSE and base the calculation of the Escalation
Adjustment on such [***************************];


 


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


 




    
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6.2.          deliver
the Aircraft without part or all of the CSE installed, or with part or all of the CSE inoperative; and/or


 


6.3.          increase
the [***************************], including but not limited to, [****************************************************************]
by Boeing, [********************************************************************************************************************************************************************************].


 


7.           Advance
Payments.


 


7.1.          Estimated
Price for the CSE. An estimated price for the CSE purchased by Boeing will be included in the [***************************]to
establish the advance payments for each Aircraft. The estimated price for the Boeing purchased CSE installed on each Aircraft is
identified in Table 1 of the Purchase Agreement.


 


7.2.          Aircraft
Price. The Aircraft Price will include the [***************************] charged Boeing by Suppliers or otherwise incurred
by Boeing.


 


8.           Customer's
Indemnification of Boeing.


 


Customer will indemnify
and hold harmless Boeing from and against all claims and liabilities, including costs and expenses (including attorneys' fees)
incident thereto or incident to successfully establishing the right to indemnification, for injury to or death of any person or
persons, including employees of Customer but not employees of Boeing, or for loss of or damage to any property, including Aircraft,
arising out of or in any way connected with any nonconformance or defect in any CSE, or in the installation thereof or in the provision
of services hereunder, and whether or not arising in tort or occasioned in whole or in part by the negligence of Boeing. This indemnity
will not apply with respect to any nonconformance or defect caused solely by Boeing's installation of the CSE.


 


9.           Title
and Risk of Loss.


 


Title of CSE will remain
with Boeing until the Aircraft title is transferred to Customer. Risk of loss will remain with the entity that is in possession
of the CSE prior to Aircraft delivery


 


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.


 


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


 




    
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Very truly yours,


 


	AGREED AND ACCEPTED this	 
	 	 
	 	 
	Date	 


 


	THE BOEING COMPANY	 
	 	 	 
	By	 	 
	 	 	 
	Its	       Attorney-In-Fact	 
	 	 	 
	CHINA SOUTHERN AIRLINES COMPANY LIMITED	 
	 	 	 
	By	 	 
	 	 	 
	Its	 	 
	 	 	 
	CHINA SOUTHERN AIRLINES GROUP IMPORT AND EXPORT TRADING CORP., LTD.	 
	 	 	 
	By	 	 
	 	 	 
	Its	 	 


 


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


 




    
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Attachment A


Cabin Systems Equipment


 


The following optional
features (Option(s)) describe(s) the items of equipment that under the terms and conditions of this Letter Agreement are
considered to be CSE. Each such Option is fully described in the Detail Specification and Option Document as described in Exhibit A
to the Purchase Agreement. Final configuration will be based on Customer acceptance of any or all Options listed below.


 


Option Request Number and Title


 


(To be added upon completion of Customer’s configuration)


 


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


 




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




 


GUN- PA-04455-LA-1603084


 


China Southern Airlines Company Limited


No. 278, Jichang Road,


Baiyun District, Guangzhou,


People's Republic of China, 510406


 


	Subject:	Payment Matters
	 	 
	Reference:	Purchase Agreement No. PA-04455 (Purchase Agreement) between The Boeing Company (Boeing) and China Southern Airlines Company Limited (Customer) with China Southern Airlines Group Import and Export Trading Corp., Ltd. (Consenting Party) relating to Model 787-9 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.


 


12.          Advance
Payments for the Aircraft – Due on the Effective Date of the Purchase Agreement.


 


It is understood that Customer’s
ability to make advance payments described in Articles 4.2 and 4.3 of the Purchase Agreement may be impacted due to monetary issues.
Therefore Boeing agrees all advance payments due on the effective date of the signing of the Purchase Agreement, as specified in
Articles 4.2 and 4.3, may be deferred without interest until [***************************], by which time Customer will pay all
advance payments specified in the Purchase Agreement as being due on or before that date.


 


13.          Other
Scheduled Advance Payments.


 


As defined in Article 4.2
of the Purchase Agreement, advance payments are required for each Aircraft in the percentages and at the times shown in Table 1
of the Purchase Agreement. For all advance payments due to Boeing, Boeing will provide Customer with an invoice about [***************************]prior
to the date the advance payment is due. This is done as an accommodation for Customer and does not relieve Customer from providing
advance payments to Boeing at the times shown in Table 1 of the Purchase Agreement.


 


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


 




    
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14.          Payment
at Aircraft Delivery.


 


Pursuant to Article 4.4
of the Purchase Agreement, Customer will pay, or cause to be paid, the balance of the Aircraft Price of each Aircraft at delivery.
Boeing will provide the invoice for such payment about [************] prior to Aircraft delivery.


 


15.          Rescheduling
of Aircraft.


 


Concerning Letter Agreement
[***************************], if Customer does not make all advance payments as specified in the Purchase Agreement, Boeing may
reschedule any or all of the Aircraft at any time thereafter as it deems necessary based on Boeing’s production considerations
and constraints. Boeing, after consultation with Customer for no less than [***************************], will give Customer [***************************]
advance notice of any such Aircraft rescheduling, and will not reschedule such Aircraft if advance payments on all Aircraft are
current prior to the expiration of [***************************]. Boeing will work with Customer in good faith to explore alternatives
to such Aircraft rescheduling as may be available.


 


16.          Effect
of Aircraft Rescheduling.


 


If Boeing reschedules any
or all of the Aircraft pursuant to the provisions of Paragraph 4 above, then Customer and Boeing will complete a Supplemental Agreement
to document the revised Aircraft delivery schedules within [*********************************] advance notice is given.


 


17.          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.


 


18.          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, except for as required by applicable laws or regulations, to employees of Customer
with a need to know the contents for purposes of helping Customer perform its obligations under the Purchase Agreement and who
understand they are not to disclose its contents to any other person or entity without the prior written consent of Boeing.


 


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


 




    
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Very truly yours,


 


	AGREED AND ACCEPTED this
	 
	 
	Date


 


	THE BOEING COMPANY
	 
	By	 
	 
	Its	       Attorney-In-Fact
	 
	CHINA SOUTHERN AIRLINES COMPANY LIMITED


 


	By	 
	 
	Its	 
	 
	CHINA SOUTHERN AIRLINES GROUP IMPORT AND EXPORT TRADING CORP., LTD.
	 	 
	By	 
	 	 
	Its	 


 


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


 




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





 


GUN-PA-04455-LA-1603085


 


China Southern Airlines Company Limited


No. 278, Jichang Road,


Baiyun District, Guangzhou,


People's Republic of China, 510406


 


	Subject:	Clarifications and Understandings
	 	 
	Reference:	Purchase Agreement No. PA-04455 (Purchase Agreement) between The Boeing Company (Boeing) and China Southern Airlines Company Limited (Customer) with China Southern Airlines Group Import and Export Trading Corp., Ltd. (Consenting Party) relating to Model 787-9 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.	Clarifications and Understandings. The following
clarifications and understandings pertain to the indicated provisions of the Purchase Agreement:



 


1.1           Purchase
Agreement, Article 1. Quantity, Model and Description. As set forth in the AGTA, Boeing will manufacture each Aircraft to conform
to the appropriate Type Certificate issued by the United States Federal Aviation Administration (FAA) for the specific model of
aircraft and will obtain from the FAA and furnish to Buyer at delivery of each Aircraft either a Standard Airworthiness Certificate
or an Export Certificate of Airworthiness issued pursuant to Part 21 of the Federal Aviation Regulations.


 


The Civil Aviation Authority
of China (CAAC) has indicated to the FAA that Boeing’s manufacturing procedures meet the bi-lateral agreements between the
responsible parties. The FAA uses FAR Part 25 to establish the Type Certificate. Similarly, the CAAC uses its CCAR 25 for its Type
Certificate. CCAR 25 is not identical to the FAA, but the CAAC considers both to be sufficiently equivalent to recognize the FAA
Type Certificate to be valid.


 


In the issuance of an Export
Certificate of Airworthiness, the FAA complies with any additional CAAC requirements through the use of Advisory Circular 21-2
(AC 21-2). Such additional requirements are documented by the FAA in AC 21-2.


 


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


 




    
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1.2           Purchase
Agreement, Article 4. Payment.


 





Article 4.2 refers to payments
due on the “effective date” of the Purchase Agreement. Article 4.3 refers to payments due “upon signing”
of the Purchase Agreement. The effective date of the Purchase Agreement is the day it is signed by Boeing, Customer and the Consenting
Party. Such date appears in the first sentence of the Purchase Agreement and again just above the signature blocks of the parties
to the Purchase Agreement. For clarification purposes, Boeing will provide invoices in advance for all payments due under the Purchase
Agreement to facilitate payment by Customer.


 


1.3           Purchase
Agreement, Article 5.6. Public Disclosure.


 


For clarity, Customer may
make a public announcement regarding Customer’s purchase of the Aircraft upon approval of Customer’s press release
by Boeing’s public relations department or other authorized representative.


 


1.4           Purchase
Agreement, Article 5.7. Negotiated Agreement; Entire Agreement.


 


For clarity, to the extent
there is any inconsistency between the terms of the AGTA and the Purchase Agreement, in each case, relating to the Aircraft, the
terms of this Purchase Agreement shall prevail.


 


		2.	AGTA Article 5.3 Demonstration Flights.



 


For clarity, demonstration
flights are to demonstrate the function of the Aircraft only to Customer and not for marketing or commercial activities with Boeing’s
other customers.


 


		3.	AGTA Article 5.5 Special Aircraft Test Requirements.



 


Customer is concerned for
the potential that flight and ground test hours on any Aircraft could [***************************]. As an accommodation for Customer’s
concern, Boeing will notify Customer for any flight and ground testing that would [***************************]on an Aircraft.
Customer and Boeing agree to discuss the matter if tests are for purposes other than the flight and ground tests described in Article
5.5 (i) and (ii) of the AGTA. For the avoidance of doubt, Boeing flight and ground tests will not [***************************].


 


		4.	AGTA Article 8.2 Insurance.



 


Customer is concerned about
aircraft insurance requirements under Article 8.2 of AGTA after Customer has sold an Aircraft to a new owner. For clarity, after
Customer has transferred the title of an Aircraft to the new owner, Customer will be released from [***************************]
for that specific Aircraft after Customer has provided Boeing the notification of such post-delivery sale (AGTA Appendix III provides
such a reference notice). Notwithstanding the foregoing, Customer is not released from its obligation under Article 8.2 of AGTA
any period which Customer has control or possession of an Aircraft.


 


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


 




    
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		5.	AGTA Exhibit A, Buyer Furnished Equipment,



 


5.1 Article 7. Title and Risk
of Loss. For clarification purposes, the last sentence of Article 7.1 of Exhibit A of the AGTA will provide Customer [***************************************************************].
In either case, Boeing will not be liable for loss of use.


 


5.2 Article 9 Indemnification
of Boeing. This last sentence of Article 9 shall be modified to read: “This indemnity will not apply with respect to
any nonconformance or defect caused solely by Boeing's storage, handling, and installation of the BFE.”


 


		6.	Purchase Agreement Exhibit B, Aircraft Delivery Requirements
and Responsibilities.



 


6.1 Article 1.1, Airworthiness
and Registration Documents. The first sentence of Article 1.1 shall be modified to read: “Airworthiness and Registration
Documents. Not later than [***************************] of each Aircraft, Customer will notify Boeing of the registration number
to be painted on the side of the Aircraft.” Customer and Boeing also agree to work together to minimize the impact related
to Customer’s notification to Boeing of the aircraft SELCAL and Mode-S information.


 


6.2 Article 1.2, Certificate
of Sanitary Construction. For clarification purposes and pursuant to Article 1.2.2, Customer has elected to receive the Certificate
of Sanitary Construction at the time of Aircraft delivery.


 


6.3 Article 1.3.1, Import Documentation.
For clarification purposes, Boeing will provide reasonable assistance if requested by Customer in connection with the import of
the Aircraft into the country of import.


 


6.4 Article 4.1, Schedule of
Inspections, Article 4.2, Schedule for Demonstration Flights, and Article 4.3 Schedule for Customer’s Flight Crew. Articles
identify parties that participate in such actions, and the Civil Aviation Authority of China (CAAC) may also participate in these
actions. It’s noted that Boeing will provide advance notice of such actions.


 


6.5 Article 4.4, Fuel Provided
by Boeing. In addition to the fuel provided by Boeing pursuant to Article 4.4, Boeing assists its customers with certain unique
services or accommodation items at [***************************]. If requested, Boeing provides oil and hydraulic fluid for the
ferry flight. Also, if Customer does not load its own navigation database for ferry flight, Boeing will provide a limited-time
use database for the ferry flight.


 


6.6 Article 4.6 Delivery Papers,
Documents and Data. Replace the first sentence with the following:


 


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


 




    
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“Boeing will
have available at the time of delivery of the necessary Aircraft delivery papers, delivery agenda, documents and data for execution
and delivery. Such documents may include, but are not limited to the following:


 


	1.	Aircraft Bill of Sale
	2.	FAA Export Certificate of Airworthiness
	3.	Weight and Balance Supplement
	4.	Engine Brochure
	5.	Miscellaneous Delivery Record Brochure
	6.	Aircraft Readiness Log
	8.	Auxiliary Power Unit Log
	9.	FAA Airworthiness Directive Compliance Record Status”


 


6.7 Article 4.7, Delegation of
Authority. Boeing will present a delegation of authority, designating and authorizing certain persons to act on its behalf
in connection with delivery of the Aircraft. For clarity, if required to complete the delivery of Aircraft, Boeing will provide
a legal opinion in form and substance satisfactory to the Customer in connection with delivery of the Aircraft.


 


		7.	Purchase Agreement Supplemental Exhibit BFE1, Aircraft
Delivery Requirements and Responsibilities.



 


Customer and Boeing agree
to work together to help Customer fulfill the requirements under Supplemental Exhibit BFE1.


 


		8.	Purchase Agreement – Redacted Versions.



 


Customer has concerns regarding
the confidential treatment of the Purchase Agreement when the relevant stock exchanges require certain disclosure from Customer.
To accommodate Customer, Boeing will provide redacted version of the Purchase Agreement if requested by Customer for the purpose
of providing disclosure of the Purchase Agreement to relevant stock exchanges.


 


		9.	AGTA Terms Revisions.



 


AGTA terms revisions in
Letter Agreement 6-1165-CKR-1223 under Purchase Agreement No. 03107 will apply to Purchase Agreement No. 04455 where applicable.


 


		10.	Purchase Agreement Letter Agreement LA-1603083 Cabin
Systems Equipment (CSE).



 


10.1         For
clarification purposes concerning CSE changes, Customer may provide written request to Boeing for review and approval subject to
price and offerability through Boeing’s master change or other process for amendment of the Purchase Agreement. In addition,
Boeing agrees to work with Customer and suppliers in the event Boeing determines CSE changes are necessary to fulfill the Boeing’s
obligations under the Purchase Agreement.


 


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


 




    
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10.2         Delay
of an aircraft delivery caused by an event or events set out in Section 7.1 of the AGTA No. AGTA-GUN is subject to the provisions
under section 7 of the AGTA. Delay of an aircraft delivery as defined in the Non-Excusable Delay Letter Agreement is subject to
the provisions of the Non-Excusable Delay Letter Agreement LA-1600114. This applies to all Boeing aircraft and Boeing’s obligations
under the Purchase Agreement including but not limited to Boeing obligations under the CSE Letter Agreement LA-1603083.


 


10.3         Article
8. Customer’s Indemnification of Boeing. This last sentence of CSE Letter Agreement LA-1603083 Article 8 shall be modified
to read: “This indemnity will not apply with respect to any nonconformance or defect caused solely by Boeing's storage, handling,
and installation of the CSE.”


 


		11.	Purchase Agreement Letter Agreement LA-1600111 Special
Escalation Program.



 


11.1         Customer
has concerns regarding the length of time period Boeing [**********] Escalation Adjustment for the Airframe, Price and Optional
Features of each Aircraft in Table 1 of the Purchase Agreement. For the avoidance of doubt [****************************] by mutual
agreement between Customer and Boeing in the event of [*************************].


 


11.2         In
the event the Aircraft with the Nominal Delivery Month in July 2020 is rescheduled as [*******************] in accordance with
the Open Configuration Matters LA-1600116, Article 1.1, then the [***************] will be [********************************].


 


		12.	CAAC regulatory information



 


It is recognized that the Civil Aviation Authority
of China (CAAC) works with certain aircraft-related information, including Type Certificate Data Sheets (TCDS), Validation of Type
Certificate Data Sheets (VTCDS), Aircraft Letter of Definition (ALOD) in order to issue to Customer the necessary aircraft certificates
for operating the Aircraft in China. Boeing agrees to work with the relevant regulatory entities on a timely basis to support the
process providing such information to the CAAC.


 


		13.	Assignment



 


13.1         Notwithstanding
any other provisions of the Purchase Agreement, whereby this clause takes precedence, if Customer requests to assign an Aircraft
under the Purchase Agreement to an assignee which Customer or China Southern Airlines Holding Company directly controls or holds
[***************************], Customer will work with Boeing in accordance with the lead-time and charges required for configuration
changes and Boeing will not unreasonably withhold its consent to the assignment of Customer’s rights and obligations under
the Purchase Agreement as relates to the specific Aircraft or post-delivery entitlements (collectively “Assigned Rights”),
including but not limited to all rights and obligations with respect to advance payments already paid to Boeing under the Purchase
Agreement.


 


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


 




    
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13.2         Any
such assignment will be in the form acceptable to Boeing (AGTA Appendix II provides such a reference form), including the undertaking
by Customer to be bound by the DISCLAIMER AND RELEASE and EXCLUSION OF CONSEQUENTIAL AND OTHER DAMAGES provisions set forth in
Article 11 of Part 2 of Exhibit C to the AGTA.


 


		14.	Regulatory Approval, Validated Type Certificate (VTC).



 


It is recognized that obtaining
the 787-9 Validated Type Certificate (VTC) is necessary for Customer to import and use the Aircraft in China. Customer has requested
that Boeing take responsibility for obtaining the VTC for the 787-9. While Boeing recognizes Customer’s concern regarding
VTC for the 787-9, Boeing is not able to accept responsibility for obtaining the VTC from the CAAC. If the lack of VTC approval
results in the delay of an Aircraft delivery, such a delay would be an Excusable Delay (as defined in Article 7.1 of the AGTA).
However, Boeing commits to support the process of obtaining the VTC and Customer’s efforts (as applicable) towards the same
as described herein. In support of obtaining VTC approval, Boeing will be responsible for: (1) assessing the applicable regulatory
requirements, (2) generating data and analysis to reasonably support the approval requirements, (3) submitting such information
to the applicable regulatory agency, and (4) supporting discussions with regulators to assist in the evaluation of the Boeing submittal.


 


This will be accomplished
through an Option (similar to Options [***************************] in Exhibit A-1 and Exhibit A-2 of Purchase Agreement No. PA-3263)
to support an Export Certificate of Airworthiness for the Aircraft.


 


		15.	Aircraft and Engines.



 


15.1         Customer
has concerns regarding the General Electric GEnx type engines installed in the Aircraft at the time of delivery. For clarity, Boeing
will manufacture each Aircraft and install the appropriate engines to conform to the appropriate Type Certificate issued by the
FAA and in accordance with Boeing’s production process and requirement.


 


15.2         At
the time of delivery, if Boeing and Customer mutually agree that the condition of an Aircraft requires borescope inspections, such
inspection will be conducted in accordance with the relevant aircraft engine maintenance procedures.


 


15.3         The
Aircraft Basic Price contained in the Purchase Agreement reflects an Engine Price per Aircraft [*****************************]
representing [********************************] obtained by Boeing for the benefit of Customer from the engine list price per Aircraft
of [************************************]. This discount does not preclude Customer from negotiating directly with the engine manufacturer
[************************], as well as for technical and/or support issues.


 


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


 




    
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		16.	Confidential Treatment.



 


Customer and Boeing understand
and agree that the information contained in the Purchase Agreement represents confidential business information and has value precisely
because it is not available generally or to other parties. The parties agree that they will to limit the disclosure of its contents
except as required by applicable laws, regulations, to its employees and its professional advisers with a need to know the contents
for purposes of helping perform its respective 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 the parties hereto.


 


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


 




    
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Very truly yours,


 


	AGREED AND ACCEPTED this
	 
	 
	Date


 


	THE BOEING COMPANY
	 
	By	 
	 
	Its	       Attorney-In-Fact
	 
	CHINA SOUTHERN AIRLINES COMPANY LIMITED


 


	By	 
	 
	Its	 
	
         

	CHINA SOUTHERN AIRLINES GROUP IMPORT AND EXPORT TRADING CORP., LTD.
	 	 
	By	 
	 	 
	Its	 


 


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


 




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


 


GUN-PA-04455-LA-1603086


 


China Southern Airlines Company Limited


No. 278, Jichang Road,


Baiyun District, Guangzhou,


People's Republic of China, 510406


 


	Subject:	Customer Support Matters
	 	 
	Reference:	Purchase Agreement No. PA-04455 (Purchase Agreement) between The Boeing Company (Boeing) and China Southern Airlines Company Limited (Customer) with China Southern Airlines Group Import and Export Trading Corp., Ltd. (Consenting Party) relating to Model 787-9 aircraft (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 Support Document.



 


		1.1.	AGTA Exhibit B, Part 1, Article 5.3 is clarified as follows:



 


If the training is based at Boeing’s facility and
the aircraft is damaged during such training, Boeing will make all necessary repairs to the aircraft as promptly as possible at
the request of Customer. Customer will pay Boeing’s reasonable charge, including the price of parts and materials, for making
the repairs. If Boeing’s estimated labor charge for the repair exceeds [***************************], Boeing and Customer
will enter into an agreement for additional services before beginning the repair work. For the avoidance of doubt, any training
using an aircraft will occur only after delivery and will be at the request of Customer.


 


		1.2.	Purchase Agreement Supplemental Exhibit CS1, Part 1, Article
1.1 is clarified as follows:



 


Customer has [***************************]
after delivery of Customer’s [****] Aircraft (Training Program Period) to exchange Training Points for any of the
training courses described on Attachment A. In addition, Customer may also exchange Training Points for training courses not
listed on Appendix A but available for exchange using Training Points, including training courses customized to meet CAAC’s
maintenance training requirements.


 


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


 




    
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		1.3.	Purchase Agreement Supplemental Exhibit CS1, Part 3, Article
2 is clarified as follows:



 


Planning conference between Boeing and Customer will be
held at an agreed time to discuss various maintenance and material matters related to entry-into-service, including 787-9 unique
data such as Airplane Flight Manual, Weight and Balance Manual (Chapter 1, Control and Loading), and Structural Repair Manual.
In the event Boeing changes the format of technical data and maintenance information, Boeing will provide advance notice of the
format change, and may reasonably assist customer in the timely access of data and information if requested.


 


		1.4.	Purchase Agreement Supplemental Exhibit CS1, Part 3, Article
4’s heading is clarified to mean as follows:



 


Configured Materials.


 


		1.5.	Purchase Agreement Supplemental Exhibit CS1, Part 1, Article
5.7 is clarified as follows:



 


Boeing will provide reasonable assistance in making arrangements
for the use of airports for flight training if agreed to in the flight training planning conference.


 


		1.6.	Purchase Agreement Supplemental Exhibit CS1, Part 2, Article
2.1.7.8 is clarified as follows:



 


Boeing will provide the applicable differences list and
an updated RSPL.


 


		1.7.	Purchase Agreement Supplemental Exhibit CS1, Part 2, Article
1.2 is clarified as follows:



 


Customer will provide reasonable assistance to Field Service
Representative with visa, work permits, customs, mail handling, identification passes and formal introduction to local airport
authorities.


 


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


 




    
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		1.8.	Purchase Agreement Supplemental Exhibit CS1, Part 1, Article
3.2 is clarified as follows:



 


The conditions in Articles 3.22, 3.23, 3.24, and 3.25, are
as stated unless agreed otherwise in writing between Boeing and Customer.


 


		2.	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.


 


		3.	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, except for as required by applicable laws or regulations, to employees of Customer
with a need to know the contents for purposes of helping Customer perform its obligations under the Purchase Agreement and who
understand they are not to disclose its contents to any other person or entity without the prior written consent of Boeing.


 


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


 




    
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Very truly yours,


 


	AGREED AND ACCEPTED this
	 
	 
	Date


 


	THE BOEING COMPANY
	 
	By	 
	 
	Its	       Attorney-In-Fact
	 
	CHINA SOUTHERN AIRLINES COMPANY LIMITED


 


	By	 
	 
	Its	 
	 
	CHINA SOUTHERN AIRLINES GROUP IMPORT AND EXPORT TRADING CORP., LTD.
	 	 
	By	 
	 	 
	Its	 


 


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


 




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


 


GUN-PA-04455-LA-1603087


 


China Southern Airlines Company Limited


No. 278, Jichang Road,


Baiyun District, Guangzhou,


People's Republic of China, 510406


 


	Subject:	Integrated Performance Remedy
	 	 
	Reference:	Purchase Agreement No. PA-04455 (Purchase Agreement) between The Boeing Company (Boeing) and China Southern Airlines Company Limited (Customer) with China Southern Airlines Group Import and Export Trading Corp., Ltd. (Consenting Party) relating to Model 787-9 aircraft (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. For the avoidance of doubt, this Letter Agreement survives delivery of the Aircraft
as set forth herein.


 


		1.	Compliance Deviation.



 


The Attachment to [***************************]contains
performance guarantees (Performance Guarantees) for Aircraft with configuration of a maximum takeoff weight of [***************************]and
equipped with Boeing furnished GEnx-1B76A engines (Aircraft). The Performance Guarantees include mission payload guarantees
(Mission Payload Guarantee) and mission block fuel guarantees (Block Fuel Guarantee) applicable to the Aircraft in
accordance with such Performance Guarantees. Boeing offers the following remedies in the event that the guarantee compliance report
furnished to Customer for the Aircraft pursuant to Article 5.4 of the AGTA shows a demonstrated value [***************************]
(each a Compliance Deviation). Article 5.4 of the AGTA and the Performance Guarantees provide a procedure for demonstration
of compliance with the Performance Guarantees prior to Aircraft delivery. That method will be used to demonstrate compliance with
the Performance Guarantees. Customer cannot refuse to accept delivery of such Aircraft because of such Compliance Deviation.


 


		2.	Cure Period.



 


2.1.          Within
[***************************] from the delivery of an Aircraft with a Compliance Deviation (Cure Period), Boeing or the
engine manufacturer may design airframe improvement parts or engine improvement parts (Improvement Parts) which, when installed
on such Aircraft, would reduce or eliminate the Compliance Deviation. Such Improvement Parts may include, but are not limited to,
increased maximum take-off weight (MTOW).


 


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


 




    
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2.2.          If
Boeing elects to provide, or to cause to be provided, Improvement Parts for such Aircraft, then Customer and Boeing will mutually
agree upon the details of an Improvement Parts program. Improvement Parts will be provided to Customer [***************************]
at a location to be mutually agreed.  Boeing or the engine manufacturer, as applicable, will provide reasonable support for
an Improvement Parts program at no charge to Customer.


 


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


 


2.4.          Boeing
will provide or will cause the engine manufacturer to provide reimbursement of Customer’s reasonable Direct Labor and Direct
Material costs to install Improvement Parts at the warranty labor rate in effect at the time of installation between Boeing and
Customer or the 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 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.


 


		3.	Performance Remedy Credit Memorandum.



 


For a Compliance Deviation
which has not been remedied during the Cure Period, Boeing shall provide Customer with a credit memorandum in the amounts determined
in paragraphs 3.1 and 3.2, below (Performance Remedy Credit Memorandum). The Performance Remedy Credit Memorandum may be used
for the purchase of Boeing goods and services or engine manufacturer goods and services, as applicable, but shall not be applied
to advance payments.


 


3.1.          Block
Fuel Adjustment


 


The following definitions
will apply herein:


 





 


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


 


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


 




    
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[***************************]=
The Block Fuel Guarantee value for paragraph 2.3.3 of the Performance Guarantees shown in the guarantee compliance report
and calculated in accordance with section 1 above.


 


[***************************]
= The demonstrated block fuel value for paragraph 2.3.3 of the Performance Guarantees shown in the guarantee compliance report
and calculated in accordance with section 1 above.


 


In the event of a Compliance
Deviation from the Block Fuel Guarantee for an Aircraft, Boeing will credit to the Performance Remedy Credit Memorandum [***************************
]for each [***************************] deviation from such Block Fuel Guarantee, prorated for partial percentage points, up to
a maximum total amount of [***************************] per Aircraft.


 


3.2.          Mission
Payload Adjustment


 


In the event of a Compliance
Deviation from the Mission Payload Guarantee for an Aircraft, with the Compliance Deviation being the average amount of payload
by which the Mission Payload Guarantee of paragraphs 2.3.1 and 2.3.2 shown in the guarantee compliance report and calculated in
accordance with section 1 above failed to meet the Performance Guarantees, Boeing will credit to the Performance Remedy Credit
Memorandum [***************************] for each [***************************] of such Mission Payload Guarantee Compliance Deviation
up to a maximum total amount of [***************************] per Aircraft.


 


		4.	Duplication of Benefits.



 


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


 


		5.	Exclusive Remedy.



 


Customer agrees that the
remedies contained in this Letter Agreement herein are Customer’s exclusive remedies for purposes of resolving all issues
with respect to the Performance Guarantees 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 shall 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.


 


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


 




    
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		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 Aircraft and cannot be assigned in whole or, in part.


 


		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, except for as required by applicable laws or regulations, to employees of Customer
with a need to know the contents for purposes of helping Customer perform its obligations under the Purchase Agreement and who
understand they are not to disclose its contents to any other person or entity without the prior written consent of Boeing.


 


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


 




    
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Very truly yours,


 


	AGREED AND ACCEPTED this
	 
	 
	Date


 


	THE BOEING COMPANY
	 
	By	 
	 
	Its	       Attorney-In-Fact
	 
	CHINA SOUTHERN AIRLINES COMPANY LIMITED


 


	By	 
	 
	Its	 
	 
	CHINA SOUTHERN AIRLINES GROUP IMPORT AND EXPORT TRADING CORP., LTD.
	 	 
	By	 
	 	 
	Its	 


 


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


 




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





 


GUN-PA-04455-LA-1603088


 


Date _________


 


China Southern Airlines Company Limited (“China Southern”)


No. 278, Jichang Road,


Baiyun District, Guangzhou,


People's Republic of China, 510406


 


Subject:           Shareholder Meeting Process


 


Gentlemen,


 


Regarding China Southern’s purchase of Boeing 787-9 aircraft,
the China Southern team has identified that at the end of the year there is a shareholder meeting review of the business concluded
for [***************************]. If, by [***************************], China Southern cannot proceed with the agreement, the
parties will enter into discussions to reach an appropriate resolution with respect to the commitment that was made.


 


We look forward to concluding the purchase of the 787-9 aircraft
with China Southern.


 


Sincerely,


 


Adam Y. Weng


Regional Director


Commercial Airplanes Contracts


The Boeing Company


 


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


 


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


 




    
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