Exhibit 4.7


 





 


PURCHASE AGREEMENT NUMBER PA-03980


 


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 737-800
Aircraft


 


(Contract Reference No. 15SIES2015US)


 





	GUN-PA-03980	
	Purchase Agreement	PA Page 1


BOEING PROPRIETARY


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TABLE OF CONTENTS


 


	ARTICLES	 
	 	 
	Article 1.	Quantity, Model and Description	PA Page 4
	 	 	 
	Article 2.	Delivery Schedule	PA Page 4
	 	 	 
	Article 3.	Price	PA Page 4
	 	 	 
	Article 4.	Payment	PA Page 5
	 	 	 
	Article 5.	Additional Terms	PA Page 5
	 	 	 
	TABLE	 
	 	 
	1.	Aircraft Information Table	PA Page 5
	 	 	 
	EXHIBIT	 
	 	 
	A.	Aircraft Configuration	EXA Page 2
	 	 	 
	B.	Aircraft Delivery Requirements and Responsibilities	EXB Page 2
	 	 	 
	SUPPLEMENTAL EXHIBITS	 
	 	 
	AE1.	Escalation Adjustment/Airframe and Optional Features	AE1 Page 1
	 	 	 
	BFE1.	BFE Variables	BFE1 Page 1
	 	 	 
	CS1.	Customer Support Variables	CS1 Page 1
	 	 	 
	EE1.	Engine Warranty and Patent Indemnity	EE1 Page 1
	 	 	 
	SLP1.	Service Life Policy Components	SLP1 Page 1


 


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TABLE OF CONTENTS


 


LETTER AGREEMENTS


 


	LA-1301160	Performance Guarantees
	 	 
	LA-1303672	Liquidated Damages Non-Excusable Delay
	 	 
	LA-1303677	Special Escalation Program
	 	 
	LA-1303678	Boeing Purchase of Buyer Furnished Equipment
	 	 
	LA-1303679	Government Approval
	 	 
	LA-1303680	Loading of Customer Software
	 	 
	LA-1303681	Open Configuration Matters
	 	 
	LA-1303682	Aircraft Model Substitution
	 	 
	LA-1303683	Promotional Support
	 	 
	LA-1303684	Seller Purchased Equipment
	 	 
	LA-1303685	Installation of Cabin Systems Equipment
	 	 
	LA-1303686	Clarifications and Understandings
	 	 
	LA-1303687	CASC Volume Agreement
	 	 
	LA-1303688	Airworthiness Directive Cost Participation Program
	 	 
	LA-1303689	Payment Matters
	 	 
	LA-1502329	Used Aircraft Trade-in Matters
	 	 
	LA-1502330	Purchase and Trade-in Framework Agreement
	 	 
	LA-1502887	Special Matters
	 	 
	LA-1503964	Agreement for Deviation from Cruise Range Guarantee – PG Attachment A
	 	 
	LA-1503965	Agreement for Deviation from Cruise Range Guarantee – PG Attachment B
	 	 
	LA-1504067	Customer Support Matters


 





	GUN-PA-03980	December 13, 2013
	Purchase Agreement	PA Page 3


BOEING PROPRIETARY


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Purchase Agreement No. PA-03980


 


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-03980 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)
relating to the purchase and sale of Model 737-800 aircraft together with all tables, exhibits, supplemental exhibits, letter
agreements and other attachments thereto, if any, (Purchase Agreement) incorporates 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
“Customer” in this Purchase Agreement shall mean “Buyer” in the AGTA.


 


		1.	Quantity, Model and Description.



 


The aircraft to be
delivered to Customer will be designated as Model 737-800 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.


 


		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.


 


		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.


 


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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 737-800 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, on the effective date of the Purchase Agreement for the Aircraft. Additional advance payments for each Aircraft are
due as specified in and on the first business day of the months listed in the attached Table 1.


 


4.3          For
any Aircraft whose scheduled month of delivery is less than twenty-four (24) months from the date of this Purchase Agreement,
the total amount of advance payments due for payment upon signing of this Purchase Agreement will include all advance payments
which are past due in accordance with the standard advance payment schedule set forth in paragraph 4.2 above.


 


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


 


		5.	Additional Terms.



 


5.1          Aircraft
Information Table. 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          Buyer
Furnished Equipment Variables. Supplemental Exhibit BFE1 contains supplier selection dates, on dock dates and other variables
applicable to the Aircraft.


 


5.4          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. The level of support to be provided under Supplemental
Exhibit CS1 (Entitlements) assumes that at the time of delivery of Customer’s first Aircraft under the Purchase
Agreement, Customer has taken possession of a Boeing Model 737-800 aircraft whether such Boeing Model 737-800 aircraft was purchased,
leased or otherwise obtained by Customer from Boeing or another party.


 


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


 


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


 


5.7          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.


 


5.8          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	 	 


 


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Table 1 To


Purchase Agreement No. PA-03980


Aircraft Delivery, Description, Price
and Advance Payments


 


	Airframe Model/MTOW:	737-800	161500
    pounds	 	Detail Specification:       D019A001GUN38P-4  REVISION I (3/6/2015)
	Engine Model/Thrust:	CFM56-7B26	26400 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:	[**********]	 	 	 	 
	Seller Purchased Equipment
    (SPE) Estimate:	[**********]	 	 	 	 
	 	 	 	 	 	 
	Refundable Deposit/Aircraft
    at Proposal Accept:	 	[**********]	 	 	 


 


	 	 	 	 	Escalation	 	 	 	 	 	Escalation
    Estimate	 	Advance
    Payment Per Aircraft (Amts. Due/Mos. Prior to Delivery):
	Delivery	 	Number
    of 	 	Factor	 	 	 	 	 	Adv
    Payment Base	 	[**********]	 	[**********]	 	[**********]	 	[**********]	 	[**********]
	Date	 	Aircraft	 	(Airframe)	 	 	 	 	 	Price
    Per A/P	 	[**********]	 	[**********]	 	[**********]	 	[**********]	 	[**********]
	Feb-2017	 	1	 	[**********]	 	             	 	            	 	[**********]	 	[**********]	 	[**********]	 	[**********]	 	[**********]	 	[**********]
	Mar-2017	 	1	 	[**********]	 	 	 	 	 	[**********]	 	[**********]	 	[**********]	 	[**********]	 	[**********]	 	[**********]
	May-2017	 	1	 	[**********]	 	 	 	 	 	[**********]	 	[**********]	 	[**********]	 	[**********]	 	[**********]	 	[**********]
	Jul-2017	 	3	 	[**********]	 	 	 	 	 	[**********]	 	[**********]	 	[**********]	 	[**********]	 	[**********]	 	[**********]
	Aug-2017	 	3	 	[**********]	 	 	 	 	 	[**********]	 	[**********]	 	[**********]	 	[**********]	 	[**********]	 	[**********]
	Sep-2017	 	3	 	[**********]	 	 	 	 	 	[**********]	 	[**********]	 	[**********]	 	[**********]	 	[**********]	 	[**********]
	Oct-2017	 	2	 	[**********]	 	 	 	 	 	[**********]	 	[**********]	 	[**********]	 	[**********]	 	[**********]	 	[**********]
	Nov-2017	 	2	 	[**********]	 	 	 	 	 	[**********]	 	[**********]	 	[**********]	 	[**********]	 	[**********]	 	[**********]
	Jan-2018	 	1	 	[**********]	 	 	 	 	 	[**********]	 	[**********]	 	[**********]	 	[**********]	 	[**********]	 	[**********]
	Feb-2018	 	1	 	[**********]	 	 	 	 	 	[**********]	 	[**********]	 	[**********]	 	[**********]	 	[**********]	 	[**********]
	Mar-2018	 	1	 	[**********]	 	 	 	 	 	[**********]	 	[**********]	 	[**********]	 	[**********]	 	[**********]	 	[**********]
	Apr-2018	 	2	 	[**********]	 	 	 	 	 	[**********]	 	[**********]	 	[**********]	 	[**********]	 	[**********]	 	[**********]
	May-2018	 	2	 	[**********]	 	 	 	 	 	[**********]	 	[**********]	 	[**********]	 	[**********]	 	[**********]	 	[**********]


 


	GUN-PA-03980 65541-1F.TXT	 	Page 1


 


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Table 1 To


Purchase Agreement No. PA-03980


Aircraft Delivery, Description, Price
and Advance Payments


 


	 	 	 	 	Escalation	 	 	 	 	 	Escalation
    Estimate	 	Advance
    Payment Per Aircraft (Amts. Due/Mos. Prior to Delivery):
	Delivery	 	Number
    of 	 	Factor	 	 	 	 	 	Adv
    Payment Base	 	[**********]	 	[**********]	 	[**********]	 	[**********]	 	[**********]
	Date	 	Aircraft	 	(Airframe)	 	 	 	 	 	Price
    Per A/P	 	[**********]	 	[**********]	 	[**********]	 	[**********]	 	[**********]
	Jun-2018	 	1	 	[**********]	 	             	 	             	 	[**********]	 	[**********]	 	[**********]	 	[**********]	 	[**********]	 	[**********]
	Jul-2018	 	2	 	[**********]	 	 	 	 	 	[**********]	 	[**********]	 	[**********]	 	[**********]	 	[**********]	 	[**********]
	Aug-2018	 	2	 	[**********]	 	 	 	 	 	[**********]	 	[**********]	 	[**********]	 	[**********]	 	[**********]	 	[**********]
	Sep-2018	 	2	 	[**********]	 	 	 	 	 	[**********]	 	[**********]	 	[**********]	 	[**********]	 	[**********]	 	[**********]
	Total:	 	30	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 


 


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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-03980


 


GUN-PA-03980-EXA


	 	EXA Page 1


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Exhibit A


 


AIRCRAFT CONFIGURATION


 


relating to


 


BOEING MODEL 737-800 AIRCRAFT


 


The Detail Specification
is Boeing document number [*********************************]. The Detail Specification provides further description of Customer’s
configuration set forth in this Exhibit A. Such Detail Specification will be comprised of Customer’s existing Boeing
detail specification as amended to incorporate the optional features (Options) listed below, including the effects on Manufacturer's
Empty Weight (MEW) and Operating Empty Weight (OEW). As soon as practicable, Boeing will furnish to Customer copies
of the Detail Specification, which copies will reflect such Options. The Aircraft Basic Price reflects and includes all effects
of such Options, except such Aircraft Basic Price does not include the price effects of any Buyer Furnished Equipment or Seller
Purchased Equipment.


 


The content of this
Exhibit A will be defined pursuant to the provisions of Letter Agreement GUN-PA-03980-LA-1303681 to the Purchase Agreement,
entitled “Open Configuration Matters”.


 


GUN-PA-03980-EXA


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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-03980


 


GUN-PA-03980-EXB


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Exhibit B


 


AIRCRAFT DELIVERY REQUIREMENTS AND
RESPONSIBILITIES


 


relating to


 


BOEING MODEL 737-800 AIRCRAFT


 


Both Boeing and Customer
have certain documentation and approval responsibilities at various times during the construction cycle of Customer’s 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 [*******]  months prior to delivery 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 [*******] months prior to delivery 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-configured
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 [***********] months prior to delivery. 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-configured aircraft.


 


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
[*********] months prior to delivery of each Aircraft of any documentation required by the customs authorities or
by any other agency of the country of import including the CAAC.


 


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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 [************] days prior to delivery 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 [***************] days prior to delivery 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 [*********] days prior to delivery 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 [***********]
days prior to delivery 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;



 


		(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



 


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(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
	737	 	[*****]


 


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 title for the Aircraft will be transferred to Customer through a Boeing subsidiary and
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's subsidiary to Customer.


 


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


 


		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 for the TSA waiver and obtaining


 


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 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.


 


GUN-PA-03980-EXB


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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-03980


 


GUN-PA-03980-AE1


	 	AE1 Page 1


BOEING PROPRIETARY


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ESCALATION ADJUSTMENT


AIRFRAME AND OPTIONAL FEATURES


 


relating to


 


BOEING MODEL 737-800 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:


 


[*****************************************************************************************************


******************************************************************************************************


****************************************]


 


[******************************************************************************************************


**********************************]


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


 


Where:


 


[******************************************************************************************************


*******************]


 


[******************************************************************************************************


******************************************************************************************************


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


 


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


 


Where:


 


[*******************************************************************************************************


********************************************************************************************************


***********************************************************************************


*********************************]
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 4 places, and the final value of [***] 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 [*************], 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.



 


		(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.



 


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


 


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



 


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			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.



 


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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-03980


 


GUN-PA-03980-BFE1         


BFE1 Page 1 


BOEING
PROPRIETARY 


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






 




    	 	 	 



     


    

 


 


BUYER FURNISHED
EQUIPMENT VARIABLES


 


relating
to


 


BOEING
MODEL 737-800 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 part numbers of the following BFE items by the following dates: 


 


	Galley System	January 29, 2016
	 	 
	Galley Inserts	January 29, 2016
	 	 
	Seats (passenger)	January 29, 2016
	 	 
	Overhead & Audio System	January 19, 2016
	 	 
	In-Seat Video System	January 19, 2016
	 	 
	Miscellaneous Emergency Equipment	January 19, 2016
	 	 
	Cargo Handling Systems*

        (Single Aisle Programs
        only)
	January 19, 2016


 


*For a new certification, supplier
requires notification [*********] months prior to Cargo Handling System on-dock date.


 


Customer
will enter into initial agreements with the selected Galley System, Galley Inserts, Seats, and In-Seat Video System suppliers
on or before [***********] days after the above supplier selection dates to actively participate with Customer and Boeing in coordination
actions including the Initial Technical Coordination Meeting (ITCM).


 


		2.	On-dock Dates and Other
Information.



 


On
or before [**********] months prior to aircraft delivery, Boeing will provide to Customer the BFE Requirements electronically
through My Boeing Fleet (MBF in 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:


 


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PROPRIETARY 


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        information is subject to confidential treatment and has been omitted and filed separately with the commission






 






    	 	 	 



     


    

 


 


 





	Nominal
    Del 

    Date	 	Aircraft
    

    Qty	 	Seats	 	Galley
    / 

    Furnishings	 	Antennas
    & 

    Mounting 

    Equipment	 	Avionics	 	Cabin
    

    Systems 

    Equipment	 	Misc.
    

    Emergency 

    Equipment	 	Textiles
    / 

    Raw 

    Materials	 	Cargo
    

    Systems	 	Provision
    

    Kits	 	Radomes
	Feb 2017	 	1	 	12/15/16	 	12/08/16	 	10/18/16	 	12/08/16	 	12/08/16	 	12/08/16	 	09/01/16	 	11/23/16	 	08/01/16	 	11/08/16
	Mar 2017	 	1	 	01/20/17	 	01/13/17	 	11/15/16	 	01/13/17	 	01/13/17	 	01/13/17	 	09/30/16	 	12/22/16	 	08/29/16	 	12/07/16
	May 2017	 	1	 	03/22/17	 	03/15/17	 	01/24/17	 	03/15/17	 	03/15/17	 	03/15/17	 	12/01/16	 	03/01/17	 	10/28/16	 	02/14/17
	Jul 2017	 	3	 	05/23/17	 	05/16/17	 	03/27/17	 	05/16/17	 	05/16/17	 	05/16/17	 	02/09/17	 	05/02/17	 	01/09/17	 	04/17/17
	Aug 2017	 	3	 	06/21/17	 	06/14/17	 	04/24/17	 	06/14/17	 	06/14/17	 	06/14/17	 	03/09/17	 	05/31/17	 	02/06/17	 	05/15/17
	Sep 2017	 	3	 	07/25/17	 	07/18/17	 	05/25/17	 	07/18/17	 	07/18/17	 	07/18/17	 	04/11/17	 	07/03/17	 	03/09/17	 	06/16/17
	Oct 2017	 	2	 	08/22/17	 	08/15/17	 	06/23/17	 	08/15/17	 	08/15/17	 	08/15/17	 	05/09/17	 	08/01/17	 	04/06/17	 	07/17/17
	Nov 2017	 	2	 	09/22/17	 	09/15/17	 	07/26/17	 	09/15/17	 	09/15/17	 	09/15/17	 	06/09/17	 	08/31/17	 	05/08/17	 	08/16/17
	Jan 2018	 	1	 	11/13/17	 	11/06/17	 	09/15/17	 	11/06/17	 	11/06/17	 	11/06/17	 	08/01/17	 	10/23/17	 	06/28/17	 	10/06/17
	Feb 2018	 	1	 	12/15/17	 	12/08/17	 	10/17/17	 	12/08/17	 	12/08/17	 	12/08/17	 	08/31/17	 	11/22/17	 	07/31/17	 	11/07/17
	Mar 2018	 	1	 	01/22/18	 	01/15/18	 	11/14/17	 	01/15/18	 	01/15/18	 	01/15/18	 	09/29/17	 	12/22/17	 	08/28/17	 	12/07/17
	Apr 2018	 	2	 	02/21/18	 	02/14/18	 	12/18/17	 	02/14/18	 	02/14/18	 	02/14/18	 	10/31/17	 	01/31/18	 	09/28/17	 	01/16/18
	May 2018	 	2	 	03/22/18	 	03/15/18	 	01/24/18	 	03/15/18	 	03/15/18	 	03/15/18	 	12/01/17	 	03/01/18	 	10/27/17	 	02/14/18
	Jun 2018	 	1	 	04/24/18	 	04/17/18	 	02/26/18	 	04/17/18	 	04/17/18	 	04/17/18	 	01/11/18	 	04/03/18	 	12/01/17	 	03/19/18
	Jul 2018	 	2	 	05/23/18	 	05/16/18	 	03/27/18	 	05/16/18	 	05/16/18	 	05/16/18	 	02/09/18	 	05/02/18	 	01/09/18	 	04/17/18
	Aug 2018	 	2	 	06/23/18	 	06/16/18	 	04/27/18	 	06/16/18	 	06/16/18	 	06/16/18	 	03/09/18	 	06/02/18	 	02/09/18	 	05/17/18
	Sep 2018	 	2	 	07/25/18	 	07/18/18	 	05/29/18	 	07/18/18	 	07/18/18	 	07/18/18	 	04/13/18	 	07/04/18	 	03/13/18	 	06/19/18
	Total Aircraft	 	30	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 




 


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BOEING PROPRIETARY 


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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


 


GUN-PA-03980-BFE1         


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BOEING PROPRIETARY 


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


 









    	 	 	 



     


    

  


CUSTOMER
SUPPORT 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 CS1


to Purchase
Agreement Number PA-03980


 


GUN-PA-03980-CS1         


CS1 Page 1 


BOEING PROPRIETARY 


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CUSTOMER
SUPPORT VARIABLES


 


relating
to


 


BOEING
MODEL 737-800 AIRCRAFT


 


Customer
currently operates an aircraft of the same model as the Aircraft. Upon Customer’s request, Boeing will develop and schedule
a customized Customer Support Program to be furnished in support of the Aircraft. The customized program will be based upon and
equivalent to the entitlements summarized below.


 


		1.	Maintenance Training.



 


1.1         Maintenance
Training Minor Model Differences Course, if required, covering operational, structural or systems differences between Customer's
newly-purchased Aircraft and an aircraft of the same model currently operated by Customer; [************************]


 


1.2         Training
materials, if applicable, will be provided to each student. In addition, one set of training materials as used in Boeing's training
program, including visual aids, text and graphics will be provided for use in Customer's own training program.


 


		2.	Flight Training.



 


Boeing
will provide, if required, differences Computer Based Training (CBT) lessons covering operational, systems and performance
differences between Customer's newly-purchased Aircraft and an aircraft of the same model currently operated by Customer.


 


		3.	Planning Assistance.



 


3.1         Maintenance
Engineering. Notwithstanding anything in Exhibit B to the AGTA seemingly to the contrary, Boeing will provide the following
Maintenance Engineering support:


 


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


 


3.1.2         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 the Customer.


 


3.1.3         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.


 


3.2         Spares.
Boeing will revise, as applicable, the customized Recommended Spares Parts List (RSPL) and Illustrated Parts Catalog (IPC).


 


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2


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		4.	Technical Data and Documents.



 


Boeing
will revise, as applicable, technical data and documents provided with previously delivered aircraft.


 


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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-03980


 


GUN-PA-03980-EE1 


EE1 Page 1


 BOEING
PROPRIETARY 


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ENGINE
ESCALATION


ENGINE
WARRANTY AND PATENT INDEMNITY


 


relating
to


 


BOEING
MODEL 737-800 AIRCRAFT


 


		1.	ENGINE ESCALATION.



 


No
separate engine escalation methodology is defined for the 737-600, -700, -800, -900 or -900ER Aircraft. Pursuant to the AGTA,
the engine prices for these Aircraft are included in and will be escalated in the same manner as the Airframe.


 


		2.	ENGINE WARRANTY AND PRODUCT
SUPPORT PLAN.



 


Boeing
has obtained from CFM International, Inc. (or CFM International, S.A., as the case may be) (CFM) the right to
extend to Customer the provisions of CFM'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 CFM's Warranty as hereinafter set forth, and such Warranty shall apply to all
CFM56-7 type Engines (including all Modules and Parts thereof) 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 CFM have executed, or hereafter execute, a
General
Terms
Agreement,
[*************************************************************************************************************************
**************************************************************************************************************************
**********************************************]. In consideration for Boeing's extension of the CFM 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 CFM56-7 type Engines and Customer hereby waives, releases and renounces all its rights in all
such claims, obligations and liabilities. In addition, Customer hereby releases and discharges CFM from any and all claims,
obligations and liabilities whatsoever arising out of the purchase or use of such CFM56-7 type Engines except as otherwise
expressly assumed by CFM in such CFM Warranty or General Terms Agreement between Customer and CFM and Customer hereby waives,
releases and renounces all its rights in all such claims, obligations and liabilities.


 


2.1         Title.
CFM warrants that at the date of delivery, CFM has legal title to and good and lawful right to sell its CFM56-7 type Engine and
Products and furthermore warrants that such title is free and clear of all claims, liens and encumbrances of any nature whatsoever.


 


2.2         Patents.


 


2.2.1         CFM
shall handle all claims and defend any suit or proceeding brought against Customer insofar as based on a claim that any product
or part furnished under this Agreement constitutes an infringement of any patent of the United States, and shall pay all damages
and costs awarded therein against Customer. This paragraph shall not apply to any product or any part manufactured to Customer's
design


 


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or to the aircraft manufacturer's design. As to such product or part, CFM assumes no liability for patent infringement.


 


2.2.2         CFM's
liability hereunder is conditioned upon Customer promptly notifying CFM in writing and giving CFM authority, information and assistance
(at CFM's expense) for the defense of any suit. In case said equipment or part is held in such suit to constitute infringement
and the use of said equipment or part is enjoined, CFM shall expeditiously, at its own expense and at its option, either (i) procure
for Customer the rights to continue using said product or part; (ii) replace the same with a satisfactory and non-infringing
product or part; or (iii) modify the same so it becomes satisfactory and non-infringing. The foregoing shall constitute the
sole remedy of Customer and the sole liability of CFM for patent infringement.


 


2.2.3         The
above provisions also apply to products which are the same as those covered by this Agreement and are delivered to Customer as
part of the installed equipment on CFM56-7 powered Aircraft.


 


2.3         Initial
Warranty. CFM warrants that CFM56-7 Engine products will conform to CFM's applicable specifications and will be free from
defects in material and workmanship prior to Customer's initial use of such products.


 


2.4         Warranty
Pass-On.


 


2.4.1         If
requested by Customer and agreed to by CFM in writing, CFM will extend warranty support for Engines sold by Customer to commercial
airline operators, or to other aircraft operators. Such warranty support will be limited to the New Engine Warranty, New Parts
Warranty, Ultimate Life Warranty and Campaign Change Warranty and will require such operator(s) to agree in writing to be bound
by and comply with all the terms and conditions, including the limitations, applicable to such warranties.


 


2.4.2         Any
warranties set forth herein shall not be transferable to a third party, merging company or an acquiring entity of Customer.


 


2.4.3         In
the event Customer is merged with, or acquired by, another aircraft operator which has a general terms agreement with CFM, the
Warranties as set forth herein shall apply to the Engines, Modules, and Parts.


 


2.5         New
Engine Warranty.


 


2.5.1         CFM
warrants each new Engine and Module against Failure for the initial 3000 Flight Hours as follows:


 


		(i)	Parts
                                         Credit Allowance will be granted for any Failed Parts.



 


		(ii)	Labor
                                         Allowance for disassembly, reassembly, test and Parts repair of any new Engine Part will
                                         be granted for replacement of Failed Parts.



 


		(iii)	Such Parts Credit Allowance and Labor Allowance will be: [*********************************************************************

                                                                                                                                                 ***************************************************]






 


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BOEING PROPRIETARY 


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[*********************************************************************


**********************************************************************


*****]


 


2.5.2       As
an alternative to the above allowances, CFM shall, upon request of Customer:


 


		(i)	Arrange to have the failed Engines and Modules repaired, as appropriate, at a facility designated by CFM at no charge to Customer for the first at

                                                                                                                               [********************************************************************

                                                                                                                               ********************************************************************

                                                                                                                               *********************************************************************

                                                                                                                               *********************************************************************

                                                                                                                               *******************************************************************]




 


		(ii)	Transportation
                                         to and from the designated facility shall be at Customer's expense.



 


2.6         New
Parts Warranty. In addition to the warranty granted for new Engines and new Modules, CFM warrants Engine and Module Parts
as follows:


 


2.6.1         During
the [****************************************] Flight Hours for such Parts and Expendable Parts, CFM will grant [******************************************]
Parts Credit Allowance or Labor Allowance for repair labor for failed Parts.


 


2.6.2         CFM
will grant a pro rata Parts Credit Allowance for Scrapped Parts decreasing from [****************************************************]
Flight Hours Part Time to [********************] at the applicable hours designated in Table 1.


 


2.7         Ultimate
Life Warranty.


 


2.7.1         CFM
warrants Ultimate Life limits on the following Parts:


 


		(i)	Fan and
                                         Compressor Disks/Drums



 


		(ii)	Fan and
                                         Compressor Shafts



 


		(iii)	Compressor
                                         Discharge Pressure Seal (CDP)



 


		(iv)	Turbine
                                         Disks



 


		(v)	HPT Forward
                                         and Stub Shaft



 


		(vi)	LPT Driving
                                         Cone



 


		(vii)	LPT
                                         Shaft and Stub Shaft



 


		2.7.2	CFM will grant a pro rata
Parts Credit Allowance decreasing from












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





  


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2.8         Campaign
Change Warranty.


 


2.8.1         A
campaign change will be declared by CFM when a new Part design introduction, Part modification, Part Inspection, or premature
replacement of an Engine or Module is required by a mandatory time compliance CFM Service Bulletin or FAA Airworthiness Directive.
Campaign change may also be declared for CFM Service Bulletins requesting new Part introduction no later than the next Engine
or Module shop visit. CFM will grant following Parts Credit Allowances:


 


Engines and Modules


 





	 	(i)	[***********************************************************************
	 	 	***********************************************************************
	 	 	***********************************************************************
	 	 	***********]







 





	 	(ii)	[***********************************************************************
	 	 	***********************************************************************
	 	 	***********************************************************************
	 	 	***********]













 


2.8.2         Labor
Allowance - CFM will grant one hundred percent (100%) Labor Allowance for disassembly, reassembly, modification, testing,
or Inspection of CFM supplied Engines, Modules, or Parts therefore when such action is required to comply with a mandatory time
compliance CFM Service Bulletin or FAA Airworthiness Directive. A Labor Allowance will be granted by CFM for other CFM issued
Service Bulletins if so specified in such Service Bulletins.


 


2.8.3         Life
Controlled Rotating Parts retired by Ultimate Life limits including FAA and/or EASA Airworthiness Directive, are excluded from
Campaign Change Warranty.


 


2.9         Limitations.
THE PROVISIONS SET FORTH HEREIN ARE EXCLUSIVE AND ARE IN LIEU OF ALL OTHER WARRANTIES WHETHER WRITTEN, ORAL OR IMPLIED. THERE
ARE NO IMPLIED WARRANTIES OF FITNESS OR MERCHANTABILITY. SAID PROVISIONS SET FORTH THE MAXIMUM LIABILITY OF CFM WITH RESPECT TO
CLAIMS OF ANY KIND, INCLUDING NEGLIGENCE, ARISING OUT OF MANUFACTURE, SALE, POSSESSION, USE OR HANDLING OF THE PRODUCTS OR PARTS
THEREOF OR THEREFORE, AND IN NO EVENT SHALL CFM'S LIABILITY TO CUSTOMER EXCEED THE PURCHASE PRICE OF THE PRODUCT GIVING RISE TO
CUSTOMER'S CLAIM OR INCLUDE INCIDENTAL OR CONSEQUENTIAL DAMAGES.


 


2.10       Indemnity
and Contribution.


 


2.10.1       IN
THE EVENT CUSTOMER ASSERTS A CLAIM AGAINST A THIRD PARTY FOR DAMAGES OF THE TYPE LIMITED OR EXCLUDED IN LIMITATIONS, PARAGRAPH 2.9.
ABOVE, CUSTOMER SHALL INDEMNIFY AND HOLD CFM HARMLESS FROM AND AGAINST ANY CLAIM BY OR LIABILITY TO SUCH THIRD PARTY FOR CONTRIBUTION
OR INDEMNITY, INCLUDING COSTS AND EXPENSES (INCLUDING ATTORNEYS' FEES) INCIDENT THERETO OR INCIDENT TO ESTABLISHING SUCCESSFULLY
THE RIGHT TO INDEMNIFICATION UNDER THIS PROVISION. THIS INDEMNITY SHALL APPLY WHETHER OR NOT SUCH DAMAGES WERE OCCASIONED IN WHOLE
OR IN PART BY THE FAULT OR NEGLIGENCE OF CFM, WHETHER ACTIVE, PASSIVE OR IMPUTED.


 


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2.10.2       CUSTOMER
SHALL INDEMNIFY AND HOLD CFM HARMLESS FROM ANY DAMAGE, LOSS, CLAIM, AND LIABILITY OF ANY KIND (INCLUDING EXPENSES OF LITIGATION
AND ATTORNEYS' FEES) FOR PHYSICAL INJURY TO OR DEATH OF ANY PERSON, OR FOR PROPERTY DAMAGE OF ANY TYPE, ARISING OUT OF THE ALLEGED
DEFECTIVE NATURE OF ANY PRODUCT OR SERVICE FURNISHED UNDER THIS AGREEMENT, TO THE EXTENT THAT THE PAYMENTS MADE OR REQUIRED TO
BE MADE BY CFM EXCEED ITS ALLOCATED SHARE OF THE TOTAL FAULT OR LEGAL RESPONSIBILITY OF ALL PERSONS ALLEGED TO HAVE CAUSED SUCH
DAMAGE, LOSS, CLAIM, OR LIABILITY BECAUSE OF A LIMITATION OF LIABILITY ASSERTED BY CUSTOMER OR BECAUSE CUSTOMER DID NOT APPEAR
IN AN ACTION BROUGHT AGAINST CFM. CUSTOMER'S OBLIGATION TO INDEMNIFY CFM HEREUNDER SHALL BE APPLICABLE AT SUCH TIME AS CFM IS
REQUIRED TO MAKE PAYMENT PURSUANT TO A FINAL JUDGEMENT IN AN ACTION OR PROCEEDING IN WHICH CFM WAS A PARTY, PERSONALLY APPEARED,
AND HAD THE OPPORTUNITY TO DEFEND ITSELF. THIS INDEMNITY SHALL APPLY WHETHER OR NOT CUSTOMER'S LIABILITY IS OTHERWISE LIMITED.


 


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PROPRIETARY 


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TABLE 1 


CFM56 WARRANTY PARTS LIST 


FLIGHT HOURS




 


	 	Flight
    Hours
	 	[****]	[****]	[****]	[****]	[****]	[****]
	[****]	[****]	[****]	[****]	[****]	[****]	[****]
	[****]	[****]	[****]	[****]	[****]	[****]	[****]
	[****]	[****]	[****]	[****]	[****]	[****]	[****]
	[****]	[****]	[****]	[****]	[****]	[****]	[****]
	[****]	[****]	[****]	[****]	[****]	[****]	[****]
	[****]	[****]	[****]	[****]	[****]	[****]	[****]
	[****]	[****]	[****]	[****]	[****]	[****]	[****]
	[****]	[****]	[****]	[****]	[****]	[****]	[****]
	[****]	[****]	[****]	[****]	[****]	[****]	[****]
	[****]	[****]	[****]	[****]	[****]	[****]	[****]
	[****]	[****]	[****]	[****]	[****]	[****]	[****]
	[****]	[****]	[****]	[****]	[****]	[****]	[****]
	[****]	[****]	[****]	[****]	[****]	[****]	[****]
	[****]	[****]	[****]	[****]	[****]	[****]	[****]
	[****]	[****]	[****]	[****]	[****]	[****]	[****]
	[****]	[****]	[****]	[****]	[****]	[****]	[****]
	[****]	[****]	[****]	[****]	[****]	[****]	[****]
	[****]	[****]	[****]	[****]	[****]	[****]	[****]
	[****]	[****]	[****]	[****]	[****]	[****]	[****]
	[****]	[****]	[****]	[****]	[****]	[****]	[****]
	[****]	[****]	[****]	[****]	[****]	[****]	[****]
	[****]	[****]	[****]	[****]	[****]	[****]	[****]
	[****]	[****]	[****]	[****]	[****]	[****]	[****]
	[****]	[****]	[****]	[****]	[****]	[****]	[****]
	[****]	[****]	[****]	[****]	[****]	[****]	[****]
	[****]	[****]	[****]	[****]	[****]	[****]	[****]
	[****]	[****]	[****]	[****]	[****]	[****]	[****]
	[****]	[****]	[****]	[****]	[****]	[****]	[****]
	[****]	[****]	[****]	[****]	[****]	[****]	[****]
	[****]	[****]	[****]	[****]	[****]	[****]	[****]
	[****]	[****]	[****]	[****]	[****]	[****]	[****]
	[****]	[****]	[****]	[****]	[****]	[****]	[****]
	[****]	[****]	[****]	[****]	[****]	[****]	[****]
	[****]	[****]	[****]	[****]	[****]	[****]	[****]
	[****]	[****]	[****]	[****]	[****]	[****]	[****]
	[****]	[****]	[****]	[****]	[****]	[****]	[****]
	[****]	[****]	[****]	[****]	[****]	[****]	[****]
	[****]	[****]	[****]	[****]	[****]	[****]	[****]
	[****]	[****]	[****]	[****]	[****]	[****]	[****]
	[****]	[****]	[****]	[****]	[****]	[****]	[****]
	[****]	[****]	[****]	[****]	[****]	[****]	[****]
	[****]	[****]	[****]	[****]	[****]	[****]	[****]
	[****]	[****]	[****]	[****]	[****]	[****]	[****]


 


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TABLE 1 


CFM56 WARRANTY PARTS LIST 


FLIGHT HOURS




 


	 	Flight
    Hours
	 	[****]	[****]	[****]	[****]	[****]	[****]
	[****]	[****]	[****]	[****]	[****]	[****]	[****]
	[****]	[****]	[****]	[****]	[****]	[****]	[****]
	[****]	[****]	[****]	[****]	[****]	[****]	[****]
	[****]	[****]	[****]	[****]	[****]	[****]	[****]
	[****]	[****]	[****]	[****]	[****]	[****]	[****]
	[****]	[****]	[****]	[****]	[****]	[****]	[****]
	[****]	[****]	[****]	[****]	[****]	[****]	[****]
	[****]	[****]	[****]	[****]	[****]	[****]	[****]
	[****]	[****]	[****]	[****]	[****]	[****]	[****]
	[****]	[****]	[****]	[****]	[****]	[****]	[****]
	[****]	[****]	[****]	[****]	[****]	[****]	[****]
	[****]	[****]	[****]	[****]	[****]	[****]	[****]
	[****]	[****]	[****]	[****]	[****]	[****]	[****]
	[****]	[****]	[****]	[****]	[****]	[****]	[****]
	[****]	[****]	[****]	[****]	[****]	[****]	[****]
	[****]	[****]	[****]	[****]	[****]	[****]	[****]
	[****]	[****]	[****]	[****]	[****]	[****]	[****]
	[****]	[****]	[****]	[****]	[****]	[****]	[****]
	[****]	[****]	[****]	[****]	[****]	[****]	[****]


 


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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-03980


 


GUN-PA-03980-SLP1


SLP1 Page 1





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SERVICE LIFE
POLICY COMPONENTS


 


relating
to


 


BOEING
MODEL 737-800 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-03980.


 


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



 


		(vii)	Wing-to-body
                                         structural attachments.



 


		(viii)	Engine
                                         strut support fittings attached directly to wing primary structure.



 


		(ix)	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.



 


		(x)	Trailing
                                         edge flap tracks and carriages.



 


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



 


		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.



 


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		(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, bulkheads, and gear
                                         support structure.



 


		(v)	Main gear
                                         wheel well structure including pressure deck and landing gear beam support 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.



 


		(ii)	Front,
                                         rear and auxiliary spar chords, webs and stiffeners and attachment fittings.



 


		(iii)	Inspar
                                         ribs.



 


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



 


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



 


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



 


		4.	Horizontal Stabilizer.



 


		(i)	External
                                         skins between front and rear spars.



 


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		(ii)	Front
                                         and rear spar chords, webs and stiffeners.



 


		(iii)	Inspar
                                         ribs.



 


		(iv)	Stabilizer
                                         center section including hinge and screw support structure.



 


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



 


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



 


		5.	Engine Strut.



 


		(i)	Strut
                                         external surface skin and doublers and stiffeners.



 


		(ii)	Internal
                                         strut chords, frames and bulkheads.



 


		(iii)	Strut
                                         to wing fittings and diagonal brace.



 


		(iv)	Engine
                                         mount support fittings attached directly to strut structure and including the engine-mounted
                                         support fittings.



 


		6.	Main Landing Gear.



 


		(i)	Outer
                                         cylinder.



 


		(ii)	Inner
                                         cylinder, including axles.



 


		(iii)	Upper
                                         and lower side struts, including spindles, universals and reaction links.



 


		(iv)	Drag
                                         strut.



 


		(v)	Orifice
                                         support tube.



 


		(vi)	Downlock
                                         links including spindles and universals.



 


		(vii)	Torsion
                                         links.



 


		(viii)	Bell
                                         crank.



 


		(ix)	Trunnion
                                         link.



 


		(x)	Actuator
                                         beam, support link and beam arm.



 


		7.	Nose Landing Gear.



 


		(i)	Outer
                                         cylinder.



 


		(ii)	Inner
                                         cylinder, including axles.



 


		(iii)	Orifice
                                         support tube.



 


		(iv)	Upper
                                         and lower drag strut, including lock links.



 


		(v)	Steering
                                         plates and steering collars.



 


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		(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.


 


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BOEING PROPRIETARY





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





 


GUN-PA-03980-LA-1301160


 


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-03980 (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 737-800 aircraft (Aircraft)


 


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


 


Boeing agrees to
provide Customer with the performance guarantees in the Attachments A and B. The performance guarantees in Attachment A to
this Letter Agreement are applicable to the Aircraft set forth in Table 1 of the Purchase Agreement with configuration of
[***********************************************************************************************

**************************************************************************************], in accordance with Boeing’s
standard price and offerability process, then the performance guarantees in Attachment B to this Letter Agreement will be
applicable to the relevant Aircraft. These guarantees are exclusive and expire upon delivery of the Aircraft to Customer.


 


		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, except for as required by applicable laws or regulations, to employees of Customer
with a need to know the contents for 


 





	GUN-PA-03980-LA-1301160	 
	Performance Guarantees	LA Page 1




BOEING PROPRIETARY 


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purposes of helping Customer perform its obligations under the Purchase Agreement and who
understand they are not to disclose its contents to any other person or entity without the prior written consent of Boeing.


 


Very truly yours,


 


	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-03980-LA-1301160	 
	Performance Guarantees	LA Page 2


 


BOEING PROPRIETARY


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Attachment A to Letter Agreement


No. 1301160


CFM56-7B26E Engines


Page 1


 


MODEL 737-800
with winglets PERFORMANCE GUARANTEES






FOR China
Southern Airlines Company Limited


 


	 	SECTION	CONTENTS	 
	 	 	 	 
	 	1	AIRCRAFT MODEL APPLICABILITY	 
	 	 	 	 
	 	2	FLIGHT PERFORMANCE	 
	 	 	 	 
	 	3	MANUFACTURER'S EMPTY WEIGHT	 
	 	 	 	 
	 	4	AIRCRAFT CONFIGURATION	 
	 	 	 	 
	 	5	GUARANTEE CONDITIONS	 
	 	 	 	 
	 	6	GUARANTEE COMPLIANCE	 
	 	 	 	 
	 	7	EXCLUSIVE GUARANTEES	 


 


 





	P.A. No. 3980	 
	AERO-B-BBA4-M13-1057A	SS15-0627







BOEING PROPRIETARY


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


 





     


     


    

 


Attachment A to Letter Agreement


No. 1301160


CFM56-7B26E Engines


Page 2


 


		1	AIRCRAFT MODEL APPLICABILITY



 


The guarantees contained in this
Attachment (the "Performance Guarantees") are applicable to the 737-800 Aircraft with winglets and a maximum takeoff
weight of [*****] kilograms, a maximum landing weight of [*****] kilograms, and a maximum zero fuel weight of [*****] kilograms,
and equipped with Boeing furnished [****************] engines.


 


		2	FLIGHT PERFORMANCE



 


		2.1	Takeoff



 


			The FAA approved takeoff field length at a gross weight at the start of the ground roll of [**********]
kilograms, at a temperature of [***]C, at a sea level altitude, and using maximum takeoff thrust, shall not be more than the following
guarantee value:



 


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


 


		2.2	Landing



 


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



 


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


 


		2.3	Cruise Range



 


The still air range at an initial
cruise altitude of [********] feet on a standard day at [*********] Mach number, starting at a gross weight of [*****] kilograms and
consuming [******] kilograms of fuel, and using not more than maximum cruise thrust (except maximum climb thrust may be used during
a step climb) and using the conditions and operating rules defined below, shall not be less than the following guarantee value:


 


[**************************************************************


**************************************************************


***************************************]


 





	P.A. No. 3980	 
	AERO-B-BBA4-M13-1057A	SS15-0627













BOEING PROPRIETARY 


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


 




     


     


    

  


Attachment A to Letter Agreement


No. 1301160


CFM56-7B26E Engines


Page 3



 


Conditions and operating rules:


 


A step climb or multiple step
climbs of [*******] feet altitude may be used when beneficial to maximize range.



 





		3	MANUFACTURER'S EMPTY WEIGHT



 


The Manufacturer's Empty Weight
(MEW) is guaranteed not to exceed the value specified in Section 03-60-00 of Detail Specification [*******************] Revision
I plus [****] percent.


 


		4	AIRCRAFT CONFIGURATION



 


		4.1	The guarantees contained in this Attachment are based on
the Aircraft configuration as defined in Revision I of 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.



 


		4.2	The Manufacturer's Empty
Weight guarantee of Section 3 will be adjusted by Boeing for the following 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 IV of the Detail Specification and the actual weights.


 


		5	GUARANTEE CONDITIONS



 


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



 


		5.2	The Federal Aviation Administration
(FAA) regulations referred to in this Attachment are, unless otherwise specified, the 737-800 Certification Basis regulations
specified in the Type Certificate Data Sheet A16WE, Revision 44, dated August 24, 2009.



 





	P.A. No. 3980	 
	AERO-B-BBA4-M13-1057A	SS15-0627










BOEING PROPRIETARY 


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Attachment A to Letter Agreement


No. 1301160


CFM56-7B26E Engines


Page 4



 





		5.3	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 5.2, 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.



 


		5.4	The takeoff and landing guarantees are based on hard surface, level and dry runways with no wind
or obstacles, no clearway or stopway, 225 mph tires, with Category C brakes and anti-skid operative, and with the Aircraft center
of gravity at the most forward limit unless otherwise specified. The takeoff performance is based on no engine bleed for air conditioning
or thermal anti-icing and the Auxiliary Power Unit (APU) turned off unless otherwise specified. The improved climb performance
procedure will be used for takeoff as required. The landing performance is based on the use of automatic spoilers.



 


		5.5	The cruise range guarantee includes allowances for normal
power extraction and engine bleed for normal operation of the air conditioning system. Normal electrical power extraction shall
be defined as not less than a 50 kilowatts total electrical load. 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. This operation allows a maximum
cabin pressure differential of 8.35 pounds per square inch at higher altitudes, with a nominal Aircraft cabin ventilation rate
of 3,300 cubic feet per minute including passenger cabin recirculation (nominal recirculation is 47 percent). The APU is turned
off unless otherwise specified.



 


		5.6	The cruise range guarantee is based on an Aircraft center
of gravity location of 26.2 percent of the mean aerodynamic chord.



 


		5.7	Performance, where applicable, is based on a fuel Lower
Heating Value (LHV) of 18,580 BTU per pound.



 





	P.A. No. 3980	 
	AERO-B-BBA4-M13-1057A	SS15-0627







BOEING PROPRIETARY 


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


 




     


     


    

 



Attachment A to Letter Agreement


No. 1301160


CFM56-7B26E Engines


Page 5



 





		6	GUARANTEE COMPLIANCE



 


		6.1	Compliance with the guarantees of Sections 2 and 3 shall
be based on the conditions specified in those sections, the Aircraft configuration of Section 4 and the guarantee conditions of
Section 5.



 


		6.2	Compliance with the takeoff and landing guarantees shall
be based on the FAA approved Airplane Flight Manual for the Model 737-800.



 


		6.3	Compliance with the cruise range guarantee shall be established
by calculations based on flight test data obtained from an aircraft in a configuration similar to that defined by the Detail Specification.



 


		6.4	Compliance with the Manufacturer's Empty Weight guarantee
shall be based on information in the "Weight and Balance Control and Loading Manual - Aircraft Report."



 


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



 


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



 


		7	EXCLUSIVE GUARANTEES



 


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


 





	P.A. No. 3980	 
	AERO-B-BBA4-M13-1057A	SS15-0627










BOEING PROPRIETARY 


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


 




     


     


    

  


Attachment B to Letter Agreement


No. LA-1301160


CFM56-7B26E Engines


Page 1


 


MODEL 737-800
with winglets PERFORMANCE GUARANTEES






FOR China
Southern Airlines Company Limited


 


	 	SECTION	CONTENTS	 
	 	 	 	 
	 	1	AIRCRAFT MODEL APPLICABILITY	 
	 	 	 	 
	 	2	FLIGHT PERFORMANCE	 
	 	 	 	 
	 	3	MANUFACTURER'S EMPTY WEIGHT	 
	 	 	 	 
	 	4	AIRCRAFT CONFIGURATION	 
	 	 	 	 
	 	5	GUARANTEE CONDITIONS	 
	 	 	 	 
	 	6	GUARANTEE COMPLIANCE	 
	 	 	 	 
	 	7	EXCLUSIVE GUARANTEES	 


 


	P.A. No. 3980	 
	AERO-B-BBA4-M13-1058	SS13-0493


BOEING PROPRIETARY 


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


 




     


     


    

  


Attachment B to Letter Agreement


No. LA-1301160


CFM56-7B26E Engines


Page 2


 


		1	AIRCRAFT MODEL APPLICABILITY



 


The guarantees contained in this
Attachment (the "Performance Guarantees") are applicable to the 737-800 Aircraft with Winglets and a maximum takeoff
weight of [***********] kilograms, a maximum landing weight of [*****] kilograms, and a maximum zero fuel weight of [********]
kilograms, and equipped with Boeing furnished [****************] engines.


 


		2	FLIGHT PERFORMANCE



 


		2.1	Takeoff



 


			The FAA approved takeoff field length at a gross weight at the start of the ground roll of [***********]
kilograms, at a temperature of 30°C, at a sea level altitude, and using maximum takeoff thrust, shall not be more than the
following guarantee value:



 


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


 


		2.2	Landing



 


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



 


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


 


		2.3	Cruise Range



 


The still air range at an initial
cruise altitude of [*********] feet on a standard day at [************] Mach number, starting at a gross weight of [*************]
kilograms and consuming [*************] kilograms of fuel, and using not more than maximum cruise thrust (except maximum climb
thrust may be used during a step climb) and using the conditions and operating rules defined below, shall not be less than the
following guarantee value:


 


[*************************************************************


**************************************************************


*************************************]


 


	P.A. No. 3980	 
	AERO-B-BBA4-M13-1058	SS13-0493


BOEING PROPRIETARY


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


 




     


     


    

  


Attachment B to Letter Agreement


No. LA-1301160


CFM56-7B26E Engines


Page 3


 


Conditions and operating rules:


 


A step climb or multiple step
climbs of [********] feet altitude may be used when beneficial to minimize fuel burn.


 



		3	MANUFACTURER'S EMPTY WEIGHT



 


The Manufacturer's Empty Weight
(MEW) is guaranteed not to exceed the value in Section 03-60-00 of Detail Specification [**************************] plus [*********]
percent.


 


		4	AIRCRAFT CONFIGURATION



 


		4.1	The guarantees contained in this Attachment are based on
the Aircraft configuration as defined in Revision G of 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.



 


		4.2	The Manufacturer's Empty Weight guarantee of Section 3
will be adjusted by Boeing for the following 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 IV of the Detail Specification and the actual weights.


 


		5	GUARANTEE CONDITIONS



 


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



 


		5.2	The Federal Aviation Administration (FAA) regulations referred
to in this Attachment are, unless otherwise specified, the 737-800 Certification Basis regulations specified in the Type Certificate
Data Sheet A16WE, Revision 44, dated August 24, 2009.



 


	P.A. No. 3980	 
	AERO-B-BBA4-M13-1058	SS13-0493


BOEING PROPRIETARY 


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


 




     


     


    

  


Attachment B to Letter Agreement


No. LA-1301160


CFM56-7B26E Engines


Page 4


 


		5.3	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 5.2, 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.



 


		5.4	The takeoff and landing guarantees are based on hard surface,
level and dry runways with no wind or obstacles, no clearway or stopway, 225 mph tires, with Category C brakes and anti-skid operative,
and with the Aircraft center of gravity at the most forward limit unless otherwise specified. The takeoff performance is based
on no engine bleed for air conditioning or thermal anti-icing and the Auxiliary Power Unit (APU) turned off unless otherwise specified.
The improved climb performance procedure will be used for takeoff as required. The landing performance is based on the use of
automatic spoilers.



 


		5.5	The cruise range guarantee includes allowances for normal
power extraction and engine bleed for normal operation of the air conditioning system. Normal electrical power extraction shall
be defined as not less than a 50 kilowatts total electrical load. 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. This operation allows a maximum
cabin pressure differential of 8.35 pounds per square inch at higher altitudes, with a nominal Aircraft cabin ventilation rate
of 3,300 cubic feet per minute including passenger cabin recirculation (nominal recirculation is 47 percent). The APU is turned
off unless otherwise specified.



 


		5.6	The cruise range guarantee is based on an Aircraft center
of gravity location of 26.2 percent of the mean aerodynamic chord.



 


		5.7	Performance, where applicable, is based on a fuel Lower
Heating Value (LHV) of 18,580 BTU per pound.



 


		6	GUARANTEE COMPLIANCE



 


		6.1	Compliance with the guarantees of Sections 2 and 3 shall
be based on the conditions specified in those sections, the Aircraft 



 


	P.A. No. 3980	 
	AERO-B-BBA4-M13-1058	SS13-0493


BOEING PROPRIETARY


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


 




     


     


    

  


Attachment B to Letter Agreement


No. LA-1301160


CFM56-7B26E Engines


Page 5


 





		 	configuration of Section 4 and the guarantee conditions of
Section 5.


 


		6.2	Compliance with the takeoff and landing guarantees shall
be based on the FAA approved Airplane Flight Manual for the Model 737-800.



 


		6.3	Compliance with the cruise range guarantee shall be established
by calculations based on flight test data obtained from an aircraft in a configuration similar to that defined by the Detail Specification.



 


		6.4	Compliance with the Manufacturer's Empty Weight guarantee
shall be based on information in the "Weight and Balance Control and Loading Manual - Aircraft Report."



 


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



 


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



 


		7	EXCLUSIVE GUARANTEES



 


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


 


	P.A. No. 3980	 
	AERO-B-BBA4-M13-1058	SS13-0493


BOEING PROPRIETARY 


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


 




     


     


    

  





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




 


GUN-PA-03980-LA-1303672


 


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-03980 (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 737-800 aircraft (Aircraft)


 


This letter agreement
(Letter Agreement) amends and supplements the Purchase Agreement. All terms used but not defined in this Letter Agreement
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 in excess of [************] days (collectively the Non-Excusable
Delay Payment Period) at a fixed, not subject to escalation, [***********************************************************************************************


***********************************************************************************************


************************************************************************]


 


		2.	Interest.



 


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


 


	GUN-PA-03980-LA-1303672	 
	Liquidated Damages Non-Excusable Delay	LA  Page 1


BOEING PROPRIETARY


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The product of the
daily interest rate (computed by dividing the interest rate in effect for each day by three hundred sixty-five (365) days,
or three hundred sixty-six (366) days, 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 [***********************************************************************************************


***************************],
effective the first business day of the calendar quarter and reset each calendar quarter.


 


Such interest will
be calculated on a [***********************] and paid in full at actual delivery of the Aircraft.


 


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



 


[****************************************************************************************


***********************************************************************************************


**************************************]


 


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



 


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 exceeds [************************] days (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, either party may terminate the Purchase Agreement as to such Aircraft by written or telegraphic notice given to the
other. If neither Party terminates the Purchase Agreement within said [**********************], then the Purchase Agreement will
remain in effect for that Aircraft.


 


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



 


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


 





	(i)	[**************************************************
	 	***********************
    ***************************
	 	****************************************]







 





	(ii)	[**************************************************
	 	***********************
    ***************************
	 	***************************************************
	 	***************************************************
	 	***********************



  


	GUN-PA-03980-LA-1303672	 
	Liquidated Damages Non-Excusable Delay	LA  Page 2


BOEING PROPRIETARY


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	(iii)	[**************************************************
	 	***********************
    ***************************
	 	****************************************]


  


		6.	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.


 


		7.	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.


 


		8.	Confidential Treatment.



 


The information contained
herein represents confidential business information and has value precisely because it is not available generally or to other parties.
Customer will limit the disclosure of its contents, 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.


 


	GUN-PA-03980-LA-1303672	 
	Liquidated Damages Non-Excusable Delay	LA  Page 3


BOEING PROPRIETARY


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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	 	 


 


	GUN-PA-03980-LA-1303672	 
	Liquidated Damages Non-Excusable Delay	LA  Page 4


BOEING PROPRIETARY


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


 




     


     


    

  





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





 


GUN-PA-03980-LA-1303677


 


China Southern Airlines Company Limited


No. 278, Jichang Road,


Baiyun District, Guangzhou,


People's Republic of China, 510406


 


	Subject:	[***********************]
	 	 
	Reference:	Purchase Agreement No. 03980 (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 737-800 aircraft (Aircraft)


 


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


 


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



 


1.1           Boeing
will cap the Escalation Adjustment for the Airframe Price and Optional Features Prices of each Aircraft in Table 1 of the Purchase
Agreement, for the period beginning [*******************************************************************] (Capped Period),
in accordance with the terms of this Letter Agreement.


 


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


 


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



 


2.1           For
Aircraft delivering within the Capped Period, Boeing will, at time of Aircraft delivery, calculate the Escalation Adjustment of
the Airframe Price and Optional Features Prices using (i) [*****************************] with the provisions of Supplemental
Exhibit AE1 to the Purchase Agreement (Standard Escalation Formula) and (ii) [*****************]. The final Aircraft
Price will include the escalated Airframe Price and Optional Features Prices utilizing the Standard Escalation Formula or the Capped
Factor, whichever is less.


 


	GUN-PA-03980-LA-1303677	 
	Special Escalation Program	LA  Page 1


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2.2           In
the event any Aircraft scheduled to deliver within the Capped Period delivers after the Capped Period, in addition to any other
applicable terms and/or conditions set forth in the Purchase Agreement, the Escalation Adjustment for the Airframe Price and Optional
Features Prices will be calculated in accordance with the Standard Escalation Formula or the Standard Escalation Formula, as modified
in paragraph 3 below (which will utilize the Capped Factor for the last month of the Capped Period), whichever is less.


 


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



 


3.1           For
Aircraft scheduled to deliver after the Capped Period, the Escalation Adjustment for the Airframe Price and Optional Features Prices
will be calculated in accordance with the provisions of the Standard Escalation Formula or the Standard Escalation Formula, as
modified in paragraph 3.2 below (which will utilize the Capped Factor for the last month of the Capped Period), whichever is less.


 


3.2           For
Aircraft delivering after the Capped Period, the below formula will be used to calculate the Escalation Adjustment:


 


 


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


 


Where:


 


	 	[**]	is defined in Supplemental Exhibit AE1
	 	[**]	is defined in Supplemental Exhibit AE1
	 	[**]	is defined in Supplemental Exhibit AE1
	 	[**]	is defined in Supplemental Exhibit AE1
	 	[**]	is calculated the same [*****] set forth in Supplemental Exhibit AE1  except **** is the number of calendar months which have elapsed from the end of the Capped Period up to and including the month of delivery in lieu of the number of calendar months which have elapsed from the Airframe Price base year and month up to and including the month of delivery
	 	[**]	is the [************************] at the end of the Capped Period
	 	[**]	is calculated the same as [***] set forth in Supplemental Exhibit AE1 except the value is calculated based on the last month of the Capped Period in lieu of the Aircraft delivery date
	 	[**]	is calculated the same as [***] set forth in Supplemental Exhibit AE1 except the value is calculated based on the last 


 


	GUN-PA-03980-LA-1303677	 
	Special Escalation Program	LA  Page 2


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	 		 month of the Capped Period in lieu of the Aircraft delivery date.



 


		4.	Effect on Advance Payments.



 


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


 


		5.	Aircraft Applicability.



 


Unless otherwise stated,
the terms of this Letter Agreement shall only apply to the [***********] set forth in Table 1 of the Purchase Agreement as
of the execution date of this Letter Agreement.


 


		6.	Applicability to Other Financial Consideration.



 


The escalation adjustment
for any other sum identified in the Purchase Agreement as subject to escalation pursuant to Supplemental Exhibit AE1, and
which pertains to an Aircraft set forth in Table 1 as of the date of this Letter Agreement, will be calculated using the escalation
methodology established in this Letter Agreement notwithstanding any other provisions of the Purchase Agreement to the contrary.


 


		7.	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.


 


		8.	Confidential Treatment.



 


The information contained
herein represents confidential business information and has value precisely because it is not available generally or to other parties.
Customer will limit the disclosure of its contents, 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.


 


	GUN-PA-03980-LA-1303677	 
	Special Escalation Program	LA  Page 3


BOEING PROPRIETARY 


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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	 	 


 


	GUN-PA-03980-LA-1303677	 
	Special Escalation Program	LA  Page 4


BOEING PROPRIETARY


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ATTACHMENT A


Airframe Price Base Year: [***]


 


Beginning of Capped Period: [***]


 


End of Capped Period: [***]


 


	Delivery

Date	 	[***]
	Jul-12	 	[***]
	Aug-12	 	[***]
	Sep-12	 	[***]
	Oct-12	 	[***]
	Nov-12	 	[***]
	Dec-12	 	[***]
	Jan-13	 	[***]
	Feb-13	 	[***]
	Mar-13	 	[***]
	Apr-13	 	[***]
	May-13	 	[***]
	Jun-13	 	[***]
	Jul-13	 	[***]
	Aug-13	 	[***]
	Sep-13	 	[***]
	Oct-13	 	[***]
	Nov-13	 	[***]
	Dec-13	 	[***]
	Jan-14	 	[***]
	Feb-14	 	[***]
	Mar-14	 	[***]
	Apr-14	 	[***]
	May-14	 	[***]
	Jun-14	 	[***]
	Jul-14	 	[***]
	Aug-14	 	[***]
	Sep-14	 	[***]
	Oct-14	 	[***]


 


	GUN-PA-03980-LA-1303677	 
	Special Escalation Program	LA Page 5


 


BOEING PROPRIETARY


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	Delivery

Date	 	[***]
	Nov-14	 	[***]
	Dec-14	 	[***]
	Jan-15	 	[***]
	Feb-15	 	[***]
	Mar-15	 	[***]
	Apr-15	 	[***]
	May-15	 	[***]
	Jun-15	 	[***]
	Jul-15	 	[***]
	Aug-15	 	[***]
	Sep-15	 	[***]
	Oct-15	 	[***]
	Nov-15	 	[***]
	Dec-15	 	[***]
	Jan-16	 	[***]
	Feb-16	 	[***]
	Mar-16	 	[***]
	Apr-16	 	[***]
	May-16	 	[***]
	Jun-16	 	[***]
	Jul-16	 	[***]
	Aug-16	 	[***]
	Sep-16	 	[***]
	Oct-16	 	[***]
	Nov-16	 	[***]
	Dec-16	 	[***]
	Jan-17	 	[***]
	Feb-17	 	[***]
	Mar-17	 	[***]
	Apr-17	 	[***]
	May-17	 	[***]
	Jun-17	 	[***]
	Jul-17	 	[***]
	Aug-17	 	[***]


 


	GUN-PA-03980-LA-1303677	 
	Special Escalation Program	LA Page 6





BOEING PROPRIETARY


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	Delivery

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


 


	GUN-PA-03980-LA-1303677	 
	Special Escalation Program	LA Page 7





BOEING PROPRIETARY


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


 




     


     


    

 





	 	The Boeing Company

P.O. Box 3707 

Seattle, WA  98124-2207







 








 


GUN-PA-03980-LA-1303678


 


China Southern Airlines Company Limited


No. 278, Jichang Road,


Baiyun District, Guangzhou,


People's Republic of China, 510406


 


		Subject:	Boeing Purchase of Buyer Furnished Equipment



 


		Reference:	Purchase Agreement No. PA-03980 (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 737-800 aircraft (Aircraft)



 


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


 


Customer will sell
to Boeing the Buyer Furnished Equipment (BFE) listed in the Annex to Exhibit A to this Letter Agreement under the terms
and conditions set forth below.


 


1.          Customer
will deliver to Boeing a bill of sale for the BFE conveying good title, free of any encumbrances, in the form of Exhibit A
to this Letter Agreement (BFE Bill of Sale) with sufficient lead time to complete Boeing’s BFE purchase by the time
of Aircraft delivery, and will provide a list of BFE no less than four weeks prior to delivery of the Aircraft.


 


2.          The
BFE purchase price will be the amount stated on the BFE Bill of Sale applicable to the Aircraft and will be reimbursed to Customer
in the form of a miscellaneous credit memorandum on the Aircraft’s final delivery invoice. Upon Customer’s payment
of the Aircraft’s final delivery invoice Boeing will deliver a bill of sale for the BFE to Customer either (i) in the
form of Exhibit B to this Letter Agreement, or (ii) included in the Aircraft bill of sale, at the election of Customer.


 


3.          Customer
will pay to Boeing a fee equal to [*******************] of the BFE Purchase Price (Fee) which will cover currently-known
taxes, duties or other charges of whatever nature imposed by any United States, Federal, State or local taxing authority, or any
taxing authority outside the United States required to be paid by Boeing as a result of any sale, purchase, use, ownership, delivery,
transfer, storage or other activity associated with any of the BFE purchased as part of this Letter Agreement.


 


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4.          The
purchase price of the Aircraft will be increased by the amount paid by Boeing for the BFE as shown on the applicable BFE Bill of
Sale plus any amounts which are identified at the time of Aircraft delivery to be due to Boeing from Customer pursuant to the provisions
of paragraph 3, above. The remainder of any charges due Boeing from Customer pursuant to paragraph 3 will be payable
to Boeing upon demand.


 


5.          Customer
will indemnify and hold harmless Boeing from and against all claims, suits, actions, liabilities, damages, costs and expenses for
any actual or alleged infringement of any patent issued or equivalent right under the laws of any country arising out of or in
any way connected with any sale, purchase, use, ownership, delivery, transfer, storage or other activity associated with any of
the BFE purchased as part of this Letter Agreement.


 


6.          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 any
aircraft, arising out of or in any way connected with the performance by Boeing of services or other obligations under this Letter
Agreement and whether or not arising in tort or occasioned in whole or in part by the negligence of Boeing.


 


7.          Boeing
makes no warranty other than warranty of such title to the BFE as has been transferred by Customer to Boeing pursuant to this Letter
Agreement. The exclusion of liabilities and other provisions of the AGTA are applicable to this Letter Agreement.


 


8.          For
the purposes of this Letter Agreement, the term "Boeing" includes The Boeing Company, its divisions, subsidiaries, affiliates,
the assignees of each, and their directors, officers, employees and agents.


 


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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	 	 


 


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Exhibit A


FULL WARRANTY BILL OF SALE


 


China Southern Airlines
Company Limited (Seller) in consideration of the promise of The Boeing Company (Buyer)
to pay to Seller ____ U.S. Dollars ($____) hereby sells to Buyer the goods described in the “Schedule of Buyer Furnished
Equipment (BFE)” attached hereto. Such payment by Buyer will be made immediately after delivery to Seller of and payment
for the Aircraft bearing Manufacturer's Serial No. ____ on which the BFE is installed.


 


Seller warrants to
Buyer that it has good title to the BFE free and clear of all liens, encumbrances and rights of others; and that it will warrant
and defend such title against all claims and demands whatsoever.


 


This Full Warranty
Bill of Sale is delivered by Seller to Buyer in the State of Washington, and will be governed by the law of the State of Washington,
exclusive of Washington’s conflicts of laws principles.


 


	China Southern Airlines Company Limited	 
	 	 
	 	 
	Signature	 
	 	 
	 	 
	Printed Name	 
	 	 
	 	 
	Title	 
	 	 
	Dated:	 	 


 


Receipt of this Full
Warranty Bill of Sale is hereby acknowledged by Buyer by its duly authorized representative.


 


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	THE BOEING COMPANY	 
	 	 
	 	 
	Signature	 
	 	 
	 	 
	Printed Name	 
	 	 
	Attorney-in-Fact	 


 


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SCHEDULE OF BUYER FURNISHED EQUIPMENT
(BFE)


 


Applicable to: +


 


Aircraft Model: <Model>


 


Manufacturer's Serial No.: <MSN>


 





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Exhibit B


BOEING BILL OF SALE


 


The Boeing Company
(Seller) in consideration of the sum of $1.00 and other valuable consideration hereby sells to China Southern Airlines Company
Limited (Buyer) the goods described in the “Schedule of Buyer Furnished Equipment (BFE)” attached hereto.
Such payment by Buyer will be made concurrently with delivery to Buyer of and payment for the aircraft bearing Manufacturer’s
Serial No. ____ on which the BFE is installed.


 


Seller represents and
warrants that it has such title to the BFE as was previously transferred to Seller by Buyer and that it hereby conveys such BFE
and such title thereto to Buyer.


 


This Boeing Bill of
Sale is delivered by Seller to Buyer in the State of Washington, and will be governed by the law of the State of Washington, exclusive
of Washington’s conflicts of laws principles.


 


	THE BOEING COMPANY	 
	 	 
	 	 
	Signature	 
	 	 
	 	 
	Printed Name	 
	 	 
	Attorney-in-Fact	 
	Title	 
	 	 
	Dated:	 	 


 


Receipt of this Full
Warranty Bill of Sale is hereby acknowledged by Buyer by its duly authorized representative.


 


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	CHINA SOUTHERN AIRLINES COMPANY LIMITED
	 	 
	 	 
	Signature	 
	 	 
	 	 
	Printed Name	 
	 	 
	 	 


 


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SCHEDULE OF BUYER FURNISHED EQUIPMENT
(BFE)


 


Applicable to: +


 


Aircraft Model: <Model>


 


Manufacturer's Serial No.: <MSN>


 





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	 	The Boeing Company

P.O. Box 3707 

Seattle, WA  98124-2207







 


 


GUN-PA-03980-LA-1303679


 


China Southern Airlines Company Limited


No. 278, Jichang Road,


Baiyun District, Guangzhou,


People's Republic of China, 510406


 


		Subject:	Government Approval



 


		Reference:	Purchase Agreement No. PA-03980 (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 737-800 aircraft (Aircraft)



 


This letter agreement
(Letter Agreement) amends and supplements the Purchase Agreement. All terms used but not defined in this Letter Agreement
will 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 the People’s
Republic of China (Government Approval). 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 ensure the delivery schedule and advance payments as specified in Table 1 of the Purchase Agreement are met.
If Boeing has not received written notification from Customer that Government Approval has been obtained [***************] months
prior to Aircraft delivery and 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.


 


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2.1           Reschedule
Aircraft. Boeing may reschedule any or all of the Aircraft. Boeing will give Customer [****************************] advance
notice of any such Aircraft rescheduling, and will not reschedule Aircraft for which Customer is successful in obtaining Government
Approval prior to the expiration of [****************************] notification period.


 


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


 


2.1.1     The
Escalation Adjustment 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 calculated to the revised delivery month in accordance with the provisions
of the Purchase Agreement.


 


2.1.3     The
Advance Payment Base Price will be calculated to the revised delivery month in accordance with the provisions of the Purchase Agreement.
The credit memoranda Boeing provides to the Customer which are noted as “subject to escalation” will be calculated
to the revised delivery month in accordance with the provisions of the Purchase Agreement.


 


2.1.4     As
any delivery reschedule contemplated by this Letter Agreement is a direct result of not obtaining Government Approval in a timely
fashion, Boeing will retain all advance payments received 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 may terminate the Aircraft by providing Customer with
written notice of such termination and shall promptly return to Customer, without interest, an amount equal to all advance payments
paid by Customer for the terminated Aircraft.


 


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.


 


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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	 	 





 


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	 	The Boeing Company

P.O. Box 3707 

Seattle, WA  98124-2207







 











 


GUN-PA-03980-LA-1303680


 


China Southern Airlines Company Limited


No. 278, Jichang Road,


Baiyun District, Guangzhou,


People's Republic of China, 510406


 


		Subject:	Loading of Customer Software



 


		Reference:	Purchase Agreement No. PA-03980 (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 737-800 aircraft (Aircraft)






 


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


 


1.          Customer
may request Boeing to install software owned by or licensed to Customer (Software) in the following systems in the Aircraft:
(i) aircraft communications addressing and reporting system (ACARS), (ii) digital flight data acquisition unit
(DFDAU), (iii) flight management system (FMS), (iv) cabin management system (CMS), (v) engine
indication and crew alerting system (EICAS), (vi) airplane information management system (AIMS), (vii) satellite
communications system (SATCOM), and (viii) In-Flight Entertainment (IFE).


 


2.          For
all Software described in paragraph 1, above, other than Software to be installed in SATCOM and IFE, the Software is not part
of the configuration of the Aircraft certified by the FAA and therefore cannot be installed prior to delivery. If requested by
Customer, Boeing will install such Software after the transfer to Customer of title to the Aircraft, but before fly away.


 


3.          The
SATCOM Software is part of the configuration of the Aircraft and included in the type design. If requested by Customer, Boeing
will install the SATCOM Software prior to transfer to Customer of title to the Aircraft.


 


4.          For
IFE Software, if requested by Customer, Boeing will make the Aircraft accessible to Customer and Customer’s IFE Software
supplier so that the supplier can install the Software after delivery of the Aircraft, but before fly away.


 


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5.          All
Software which is installed by Boeing other than the SATCOM Software will be subject to the following conditions:


 


(i)          Customer
and Boeing agree that the Software is BFE for the purposes of Articles 3.1.3, 3.2, 3.4, 3.5, 3.10, 10 and 11 of Exhibit A,
Buyer Furnished Equipment Provisions Document, to the AGTA and such articles apply to the installation of the Software.


 


(ii)         Customer
and Boeing further agree that the installation of the Software is a service under Exhibit B, Customer Support Document, to
the AGTA.


 


(iii)        Boeing
makes no warranty as to the performance of such installation and Article 11 of Part 2 of Exhibit C of the AGTA,
Disclaimer and Release; Exclusion of Liabilities and Article 8.2, Insurance, of the AGTA apply to the installation of the
Software.


 


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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	 	 


 


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	 	The Boeing Company

P.O. Box 3707 

Seattle, WA  98124-2207







 


 


GUN-PA-03980-LA-1303681


 


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-03980 (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 737-800 aircraft (Aircraft)



 


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


 


1.          Aircraft
Configuration.


 


1.1           Initial
Configuration. The initial configuration of Customer's Aircraft has been defined by Boeing Model 737-800 basic specification
as described in Article 1 and Exhibit A of the Purchase Agreement. Final configuration of the Aircraft will
be completed as described in this Letter Agreement.


 


1.2           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:


 


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


 


1.2.2     Within
[***************] after that meeting, Boeing will provide Customer with a proposal for those optional features that can be incorporated
into the Aircraft during production via Boeing’s configuration and offering process to customers generally.


 


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


 


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2.          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:


 


2.1     Changes
applicable to the basic Model 737-800 aircraft which are developed by Boeing between the date of signing of the Purchase Agreement
and date of Final Configuration.


 


2.2     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 1.2 above (Customer Configuration Changes);


 


2.3     Revisions
to the Performance Guarantees to reflect the effects, if any, on Aircraft performance resulting from the incorporation of the Customer
Configuration Changes;


 


2.4     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


 


2.5     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 Seller Purchased Equipment (SPE) and the price of the SPE reflected in the Customer Configuration
Changes.


 


3.          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:


 


3.1     Software.
Additional provisions relating to software.


 


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


 


3.3     Seller
Purchased Equipment (SPE) and/or In-Flight Entertainment (IFE). Provisions relating to the terms under which
Boeing may offer or install SPE in the Aircraft.


 


3.4      Buyer
Furnished Equipment (BFE). Provisions relating to the terms under which Boeing may offer or install BFE in the Aircraft.


 


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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	 	 


 


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        The Boeing Company

        P.O. Box 3707

        Seattle, WA 98124-2207




 


 


GUN-PA-03980-LA-1303682


 


China Southern Airlines Company Limited


No. 278, Jichang Road,


Baiyun District, Guangzhou,


People's Republic of China, 510406


 


		Subject:	Aircraft Model Substitution



 


		Reference:	Purchase Agreement No. PA-03980 (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 737-800 aircraft (Aircraft)



 


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


 


Customer may substitute
the purchase of [**************************************] (Substitute Aircraft) in place of any Aircraft, subject to the
following terms and conditions:


 


		1.	Customer’s Written Notice.



 


1.1           Customer
will provide written notice of its intention to substitute the purchase of an Aircraft with the purchase of a Substitute Aircraft,


 


		(i)	no later than the first day of the month that is [****************************] to the scheduled
month of delivery of the Aircraft for which it will be substituted, provided that a Substitute Aircraft has been previously certified
and delivered to Customer, or;



 


		(ii)	no later than the first day of the month that is [*******************] to the scheduled month of
delivery of the Aircraft for which it will be substituted, if a Substitute Aircraft has not been previously certified and delivered
to Customer.



 





		2.	Boeing’s Production Capability.


 


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2.1           Customer’s
substitution right is conditioned upon Boeing having production capability for the Substitute Aircraft in the same scheduled delivery
month as the Aircraft for which it will be substituted. Boeing will provide a written response to Customer’s notice of intent
indicating whether or not Boeing’s production capability will support the scheduled delivery month.


 


2.2           If
Boeing is unable to manufacture the Substitute Aircraft in the same scheduled delivery month as the Aircraft for which it will
be substituted, then Boeing will promptly make a written offer of an alternate delivery month for Customer’s consideration
and written acceptance within thirty days of such offer.


 


2.3           All
of Boeing’s quoted delivery positions for Substitute Aircraft will be considered preliminary until such time as the parties
enter into a definitive agreement in accordance with paragraph 4 below.


 


		3.	Auxiliary Fuel Tanks (for Model 737-900ER
Aircraft).



 


The right to substitute
Model 737-900ER aircraft under the terms of the Purchase Agreement excludes the installation of auxiliary fuel tanks, because such
installation may delay delivery of the Model 737-900ER Aircraft up to three months.


 


		4.	Definitive Agreement.



 


Customer’s substitution
right and Boeing obligation in this Letter Agreement are further conditioned upon Customer and Boeing’s executing a definitive
agreement for the purchase of the Substitute Aircraft within [***************] of Customer’s substitution notice to Boeing
or of Customer’s acceptance of an alternate delivery month in accordance with paragraph 2 above.


 


		5.	Price and Advance Payments.



 


5.1           The
Airframe Price, Optional Features Price and, if applicable, Engine Price will be adjusted to Boeing’s and the engine manufacturer’s
then-current prices for such elements as of the date of execution of the definitive purchase agreement for the Substitute Aircraft.
The escalation indices and methodology used to estimate the Advance Payment Base Price (APBP) will be adjusted to Boeing’s
and the engine manufacturer’s then-current provisions for such elements as of the date of execution of the definitive purchase
agreement for the Substitute Aircraft.


 


5.2           If
the APBP for any Substitute Aircraft is higher than the APBP of the Aircraft, Customer will pay to Boeing the amount of the difference
in Advance Payments as of the date of execution of the definitive agreement for the Substitute Aircraft. If the APBP of the Substitute
Aircraft is lower than the APBP of the Aircraft, Boeing will retain any excess amounts previously paid by Customer until the next
payment is due, at which time Customer may reduce the amount of such payment by the amount of the 


 


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excess. In no case will Boeing
refund or pay interest on any excess amounts created by virtue of Customer’s exercise of the rights of substitution described
herein.


 


		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, 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.


 


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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	 	 


 


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        The Boeing Company

        P.O. Box 3707

        Seattle, WA 98124-2207

	 	 


 


GUN-PA-03980-LA-1303683


 


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-03980 (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 737-800 aircraft (Aircraft)



 


This letter agreement
(Letter Agreement) amends and supplements the Purchase Agreement. All terms used but not defined in this Letter Agreement
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 [**********************************] the scheduled delivery month of the first Covered Aircraft
and ending [*****************] 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.


 


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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.


 


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


 


		3.	Methods of Performance.



 


3.1           Subject
to the Commitment Limit, Boeing will [*****************************] of Customer’s payments of Qualifying Third Party Fees
provided that Customer provides Boeing copies of paid invoices for such Qualifying Third Party Fees no 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.


 


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		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, 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.


 


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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	 	 


 


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        The Boeing Company

        P.O. Box 3707

        Seattle, WA 98124-2207

	 	 


 


GUN-PA-03980-LA-1303684


 


China Southern Airlines Company Limited


No. 278, Jichang Road,


Baiyun District, Guangzhou,


People's Republic of China, 510406


 


		Subject:	Seller Purchased Equipment



 


		Reference:	Purchase Agreement No. PA-03980 (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 737-800 aircraft (Aircraft)



 


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


 


Definition of Terms:


 


Seller Purchased Equipment
(SPE) is BFE that Boeing purchases for Customer and that is identified as SPE in the Detail Specification for the Aircraft.


 


		1.	Price.



 


1.1           Advance
Payments. An estimated SPE price is included in the Advance Payment Base Prices shown in Table 1 for the purpose of establishing
the advance payments for the Aircraft.


 


1.2           Aircraft
Price. The Aircraft Price will be adjusted to reflect [*************] charged to Boeing by the SPE suppliers and transportation
charges.


 


		2.	Customer Responsibilities.



 


Customer is responsible
for:


 


		(i)	selecting the SPE suppliers from a list provided by Boeing for the commodities identified on such
list and notifying Boeing of the SPE suppliers in accordance with the supplier selection date(s) as set forth in Attachment A of
this Letter Agreement;



 


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		(ii)	for emergency/miscellaneous equipment, providing to Boeing the selected part specification/Customer
requirements. Standard supplier pricing, product support, warranty, spares, training and any additional support defined by Customer
will be a direct pass through to Customer at time of Aircraft delivery;



 


		(iii)	for seats, galleys, and galley inserts negotiating price directly with the suppliers, and entering
into direct agreements with the suppliers for product support including spares support, warranty, training and any additional support
defined by the Customer. Customer will provide suppliers’ pricing to Boeing and will obtain suppliers’ agreement to
accept Boeing’s purchase orders reflecting the Customer negotiated pricing.



 


		3.	Boeing Responsibilities.



 


Boeing is responsible
for:


 


		(i)	placing and managing the purchase orders with the suppliers;



 


		(ii)	coordinating with the suppliers on technical issues;



 


		(iii)	for seats, galleys, and galley inserts confirming the agreed to pricing with both the Customer
and supplier;



 


		(iv)	ensuring that the delivered SPE complies with the part specification;



 


		(v)	obtaining certification of the Aircraft with the SPE installed;



 


		(vi)	for miscellaneous/emergency equipment, obtaining standard supplier pricing, and obtaining for Customer
copies of product support, warranty, spares, training, and any additional support documentation defined by the Customer which will
be provided to Customer prior to delivery of the Aircraft.



 





		4.	Supplier Selection For SPE Galleys and Seats.


 


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4.1           In
addition to those responsibilities described above, for SPE galleys and seats the following provisions apply with respect to Customer's
selection of suppliers:


 


  4.1.1           Galley
Requirements. Customer will provide Boeing the definitive galley configuration requirements, including identification of refrigeration
requirements and fixed and removable insert equipment by quantity, manufacturer and part number not later than [***************]
prior to galley supplier selection dates in Attachment A.


 


  4.1.2           Seat
Requirements. Customer will provide to Boeing the definitive seat configuration requirements not later than [**************]
prior to seat supplier selection dates in Attachment A.


 


  4.1.3           Bidder's
List. For information purposes, Boeing will submit to Customer a bidder's list of existing suppliers of seats and galleys [******************]
prior to the supplier selection date(s) referred to in paragraph 2 (i) above.


 


  4.1.4           Request
for Quotation (RFQ). Approximately ninety (90) days prior to the supplier selection date(s), Boeing will issue
its RFQ inviting potential bidders to submit bids for the galleys and seats within [**************] of the selection date.


 


  4.1.5           Recommended
Bidders. Not later [********************] prior to the supplier selection date(s), Boeing will submit to Customer a list of
recommended bidders from which to choose a supplier for the galleys and seats. The recommendation is based on an evaluation of
the bids submitted using price, weight, warranty and schedule as the criteria.


 


  4.1.6           Supplier
Selection. If Customer selects a seat or galley supplier that is not on the Boeing recommended list, such seat or galley will
become BFE and the provisions of Exhibit A, Buyer Furnished Equipment Provisions Document, of the AGTA will apply.


 


		5.	IFE/CCS Software.



 


IFE/CCS may contain
software of the following two types:


 


5.1           Systems
Software. The software required to operate and certify the IFE/CCS systems on the Aircraft is the Systems Software and is part
of the IFE/CCS.


 


5.2           Customer’s
Software. The software accessible to the Aircraft passengers which controls Customer’s specified optional features is
Customer’s Software and is not part of the IFE/CCS.


 


5.2.1           Customer
is solely responsible for specifying Customer’s Software functional and performance requirements and ensuring that Customer’s
Software meets


 


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 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. Customer shall be responsible for and
assumes all liability with respect to Customer’s Software.


 


5.2.2           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.


 


5.2.3           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
IFE/CCS system on the Aircraft.


 


5.2.4           Boeing
shall not be responsible for obtaining FAA certification for Customer’s Software.


 


		6.	Changes.



 


After Customer’s
acceptance of this Letter Agreement, any changes to SPE may only be made by and between Boeing and the SPE suppliers. Customer
requested changes to the SPE after execution of this Letter Agreement will be made by Customer in writing directly to Boeing for
approval and for coordination by Boeing with the SPE 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.


 


		7.	Proprietary Rights.



 


Boeing's obligation
to purchase SPE will not impose upon Boeing any obligation to compensate Customer or any supplier for any proprietary rights Customer
may have in the design of the SPE.


 


		8.	Remedies.



 


If Customer’s
nonperformance of its obligations in this Letter Agreement causes a delay in the delivery of the Aircraft or causes Boeing to perform
out-of-sequence or additional work, Customer will reimburse Boeing for all resulting expenses and be deemed to have agreed to any
such delay in Aircraft delivery. In addition, Boeing will have the right to:


 


8.1           delay
delivery of the Aircraft;


 


8.2           deliver
the Aircraft without installing the SPE;


 


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8.3           provide
and install suitable alternate equipment and invoice Customer for the associated cost; and/or


 


8.4           increase
the Aircraft Price by the amount of Boeing’s additional costs attributable to such noncompliance.


 


		9.	Title and Risk of Loss.



 


Title and risk of loss
of the SPE will remain with Boeing until the Aircraft is delivered to Customer.


 


		10.	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 SPE 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 SPE.


 


		11.	Definition.



 


For purposes of the
above indemnity, the term Boeing includes The Boeing Company, its divisions, subsidiaries and affiliates, the assignees
of each, and their directors, officers, employees and agents.


 


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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	 	 


 


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Attachment A


 


		1.	Supplier Selection.



 


Customer will:


 


1.1           Select
and notify Boeing of the suppliers and part numbers of the following SPE items by the following dates:


 


	Galley System	January 29, 2016
	 	 
	Galley Inserts	January 29, 2016
	 	 
	Seats (passenger)	January 29, 2016
	 	 
	Overhead & Audio System	January 19, 2016
	 	 
	In-Seat Video System	January 19, 2016
	 	 
	Miscellaneous Emergency Equipment	January 19, 2016
	 	 
	
        Cargo Handling Systems*

        (Single Aisle Programs only)
	January 19, 2016


 


*For a new certification,
Customer will need to provide Supplier Selections [****** ***] months earlier than stated above.


 


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        The Boeing Company

        P.O. Box 3707

        Seattle, WA 98124-2207

	 	 


 


GUN-PA-03980-LA-1303685


 


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-03980 (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 737-800 aircraft (Aircraft)



 


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


 


Customer has requested
that Boeing install in the Aircraft 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.


 


Because of the complexity
of the CSE, special attention and additional resources will be required 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 project manager (Project Manager) 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 before January 19, 2016; or as otherwise available in the then current 737
Standard Selections Catalog and formally offered by Boeing;


 


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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 obligating 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           obligate
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 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:


 


1.2.1           perform
the Project Manager functions stated in Attachment B;


 


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1.2.2           provide
Aircraft interface requirements to Suppliers;


 


1.2.3           assist
Suppliers in the development of CSE system specifications and approve such specifications;


 


1.2.4           release
purchase orders, including on-dock dates to Supplier on behalf of Customer, and manage such purchase orders;


 


1.2.5           coordinate
the resolution of technical issues with Suppliers;


 


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.


 


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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.


 


3.3           The
incorporation into the Aircraft of any mutually agreed change to the CSE may result in Boeing adjusting the price of the Option(s)
contained in Attachment A to this Letter Agreement.


 


3.4           Boeing's
obligation to obtain FAA certification of the Aircraft as it relates to CSE is limited to the CSE as described in Attachment A,
as Attachment A may be amended from time to time.


 


		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.


 


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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 scheduled delivery month of the Aircraft to accommodate the delay in delivery of the conforming CSE and base the calculation
of the Escalation Adjustment on such revised delivery month;


 


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 Aircraft Price by the amount of Boeing's additional costs attributable to such noncompliance, including but not limited to,
disruption costs associated with out of sequence work by Boeing, any charges due to a Supplier’s failure to perform in accordance
with CSE program milestones as established by Boeing and agreed to by the Supplier and particularly with respect to late delivery
of such CSE.


 


7.     
     Advance Payments.


 


7.1           Estimated
Price for the CSE. An estimated price for the CSE purchased by Boeing will be included in the Aircraft Advance Payment Base
Price to establish the advance payments for each Aircraft.


 


7.2           Aircraft
Price. The Aircraft Price will include the actual CSE prices and any associated transportation costs 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.


 



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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.


 


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	 


 


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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 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


 


2300CHXXXX


CABIN ENTERTAINMENT AND...


 


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Attachment B


Project Manager


 


1.           Project Management.


 


Boeing will perform
the following functions for the CSE. Boeing will have authority to make day-to-day management decisions, and decisions on technical
details which in Boeing's reasonable opinion do not significantly affect form, fit, function, cost, or aesthetics. Boeing will
be responsible for:


 


		(i)	managing the development of all program schedules;



 


		(ii)	evaluating Supplier's program management and developmental plans to meet Boeing’s production
schedule;



 


		(iii)	defining program metrics and status requirements;



 


		(iv)	scheduling and conducting program design and schedule reviews with Customer and Suppliers, as needed;



 


		(v)	monitoring compliance with schedules;



 


		(vi)	evaluating and approving any recovery plans or plan revisions which may be required of either Suppliers
or Customer;



 


		(vii)	managing the joint development of the CSE system specification; and



 


		(viii)	leading the development of a joint CSE project management plan (Project Plan).



 


2.           System
Integration.


 


Boeing's performance
as Project Manager will include the functions of systems integrator (Systems Integrator). As Systems Integrator Boeing will
perform the following functions:


 


		(i)	as required, assist Suppliers in defining their system specifications for the CSE, approve such
specifications and develop an overall system functional specification;



 


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		(ii)	ensure the Project Plan includes sufficient Supplier testing, Supplier sub-system testing, and
an overall CSE system acceptance test; and



 


		(iii)	organize and conduct technical coordination meetings with Customer and Supplier(s) to review responsibilities,
functionality, Aircraft installation requirements and overall program schedule, direction and progress.



 


3.          Seat
Integration.


 


		(i)	Boeing will coordinate the interface requirements between seat suppliers and Suppliers. Interface
requirements are defined in Boeing Document No’s. D6-36230, "Passenger Seat Design and Installation"; D6-36238,
"Passenger Seat Structural Design and Interface Criteria"; D222W232, "Seat Wiring and Control Requirements";
and D222W013-4, "Seat Assembly Functional Test Plan", as amended and superseded from time to time.



 


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        The Boeing Company

        P.O. Box 3707

        Seattle, WA 98124-2207

	 	 


 


GUN-PA-03980-LA-1303686


 


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-03980 (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 737-800 aircraft (Aircraft)


 


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


 


		1.	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.


 


1.2           [*********************]


 



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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, [************************************************************************************************

********]


 


1.3           Purchase
Agreement, Article 5.7. 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.


 


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 [***************************] Customer’s
Aircraft [******************************************************************.]


 


4.      
    AGTA Article 6, Delivery.


 


Customer is concerned
events may occur affecting Customer’s ability to take delivery of an Aircraft on the scheduled delivery date. As an accommodation
for Customer’s concern, Boeing will work with the Customer to adjust the delivery date for [****************] in the Purchase
Agreement within the scheduled delivery month as long as Customer provides a notice to Boeing within [*******************] after
receiving Boeing’s delivery notice on that Aircraft, and, notwithstanding Article 6.4 of the AGTA, Delay, Customer [*******************************************************]
as a result of such adjustment.


 


5.          AGTA
Article 8.2 Insurance.


 


Customer is concerned
about aircraft insurance requirements under Article 8.2 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


 



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providing certificate
of insurance to Boeing 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 Articles 8.2 during any period which Customer has control or possession of an aircraft.


 


6.          AGTA
Exhibit A, Buyer Furnished Equipment,


 


6.1           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
the greater of protection [************************************************************************************] [*********************************************************.]
In either case, Boeing will not be liable for loss of use.


 


6.2           Article
9 Indemnification of Boeing. This last sentence of Article 9 shall be modified to read:
“This [********************************************************************] [**************************************
***********************.”]


 


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


 


7.1           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 [**************] prior to delivery 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.


 


7.2           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.


 


7.3           Article
4.1, Schedule of Inspections, and Article 4.2, Schedule for Demonstration Flights. Articles identify parties that participate
in such actions and the Civil Aviation Authority of China (CAAC) may also participate in these actions.


 


7.4           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 [********************************]. 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.


 


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


 


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“Boeing
will have available at the time of delivery of the Aircraft certain delivery papers, 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
	7.	Rigging Record Brochure
	8.	Auxiliary Power Unit Log
	9.	FAA Airworthiness Directive Compliance Record Status”


 


7.6           Article
4.7, Delegation of Authority. 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.


 


8.     
     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.


 


9.    
      Redacted version of Purchase Agreement.


 


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 to relevant stock exchanges.


 


10.
         AGTA Terms Revisions.


 


AGTA terms revisions
in Letter Agreement 6-1165-CKR-1223 under Purchase Agreement No. 03107 will apply to Purchase Agreement No. 03980 where applicable.


 


11.  
       Purchase Agreement Letter Agreement LA-1303684 Seller Purchased Equipment
(SPE).


 


11.1         For
clarification purposes concerning SPE changes, Customer may provide [***************************************************************]
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 SPE changes are necessary to fulfill
the Boeing’s obligations under the Purchase Agreement.


 


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11.2         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-1303672. This applies to all Boeing aircraft and Boeing’s obligations
under the Purchase Agreement including but not limited to Boeing’s obligations under the SPE Letter Agreement LA-1303684.


 


11.3         Article
10. Customer’s Indemnification of Boeing. This last sentence of SPE Letter Agreement LA-1303684 Article 10 shall be modified
to read: “This [***********************************************************

*****************************************************************************************].”


 


12.         Purchase Agreement Letter Agreement LA-1303685 Cabin Systems Equipment
(CSE).


 


12.1         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.


 


12.2         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-1303672. 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-1303685.


 


12.3         Article
8. Customer’s Indemnification of Boeing. This last sentence of SPE Letter Agreement LA-1303685 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.”


 


13.         Purchase
Agreement Letter Agreement LA-1303677 Special Escalation Program. Customer has concerns regarding the length of time period
Boeing caps the Escalation Adjustment for the Airframe, Price and Optional Features of each Aircraft in Table 1 of the Purchase
Agreement. For the avoidance of doubt, [*********************************] [***********************************************************************]
in the event of aircraft delivery rescheduling.


 


14.         CAAC regulatory information


 



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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.


 


15.         Assignment


 


15.1         Notwithstanding
any other provisions of the Purchase Agreement, 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 more [***********************], 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.


 


15.2         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.


 


16.         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.


 


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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	 


 


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        The Boeing Company

        P.O. Box 3707

        Seattle, WA 98124-2207

	 	 


 


GUN-PA-03980-LA-1303687


 


China Southern Airlines Company Limited


No. 278, Jichang Road,


Baiyun District, Guangzhou,


People's Republic of China, 510406


 


	Subject:	CASC Volume Agreement
	 	 
	Reference:	a) Purchase Agreement No. PA-03980 (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 737-800 aircraft (Aircraft)


 


	 	b) Purchase Agreement Letter Agreement GUN-PA-03980-LA-1303672, Liquidated
                                                Damages – Non-Excusable Delay





 


	 	c) Purchase Agreement Letter Agreement GUN-PA-03980-LA-1303677, Special
                                                    Escalation Program



 


	 	d) Purchase Agreement Letter Agreement GUN-PA-03980-LA-1303688, Airworthiness
                                                    Directive Cost Participation Program



 


	 	e) Purchase Agreement Letter Agreement GUN-PA-03980-LA-1502887, Special
                                                    Matters



 


1.           Volume Agreement Option.


 


Boeing and Customer
acknowledge that, in the future, Boeing may enter into a purchase agreement with [*****************************************************************],
or its successor organization, for Model 737-800 aircraft (Volume Agreement). If Boeing enters into a firm and unconditional
Volume Agreement between the effective date of this Purchase Agreement and September 1, 2015, or any mutually agreed extension
of this date, then Boeing will propose an amendment to Table 1 to the Purchase Agreement, Special Escalation Program and Special
Matters as applicable and if needed, for the affected Aircraft under the Purchase Agreement which are included in the Volume Agreement,
to ensure that Customer [****************************** *******************************], after adding up all the credit memoranda
and special consideration provided in the [************************************************************** ******************************************************************]
making any applicable base


 


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 [************************] between this Purchase Agreement and the Volume Agreement. Customer reserves
its right to accept such proposed amendments. No other terms and conditions of the Volume Agreement will apply to this Purchase
Agreement.


 


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.


 


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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	 


 


	GUN-PA-03980-LA-1303687	 
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        The Boeing Company

        P.O. Box 3707

        Seattle, WA 98124-2207

	 	 


 


GUN-PA-03980-LA-1303688


 


China Southern Airlines Company Limited


No. 278, Jichang Road,


Baiyun District, Guangzhou,


People's Republic of China, 510406


 


	Subject:	Airworthiness Directive Cost Participation Program
	 	 
	Reference:	Purchase Agreement No. PA-03980 (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 737-800 aircraft (Aircraft)


 


This letter agreement
(Letter Agreement) amends and supplements the Purchase Agreement. It grants to Customer the Airworthiness Directive Cost
Participation Program described herein (Program). All terms used but not defined in this Letter Agreement have the same
meaning as in the Purchase Agreement.


 


1.           Scope.


 


This Program applies
to any Boeing Product installed in the Aircraft at the time of delivery that is modified or replaced with Boeing-designed corrective
materials to comply with terminating actions specified in FAA Airworthiness Directives when the defects are of the type covered
by the material and workmanship or design warranties set forth in Part 2 of Exhibit C, Product Assurance Document, of
the AGTA.


 


2.           Term.


 


The term of the Program
is [*********************************] after delivery of each Aircraft.


 


3.           Boeing Participation.


 


3.1           [******]
If any corrective materials are required as described under paragraph 1 above during the term of this Program, Boeing will
promptly furnish such materials to Customer (including Boeing-designed standard parts but excluding industry standard parts such
as MS and NAS standards) at a price determined in accordance with the following formula:


 





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


 


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	P =	Price to Customer
	 	 
	C =	The Boeing then-current sales price for such materials
	 	 
	T =	Total age in months (to the nearest month) of the Aircraft in which such materials are installed from the date of delivery of such Aircraft to the date of completion of such installation.


 


3.2           [*****]
Any labor reimbursement for Customer's installation of materials in the Aircraft that Boeing is required to provide to Customer
pursuant to the provisions of paragraph 1 above, will be provided to Customer in an amount as determined by the following
formula:


 


	R =	[**************]
	 	 
	R =	Reimbursement amount provided to Customer.
	 	 
	L =	The product of Customer's direct labor man-hours expended in actual installation of corrective materials in the Aircraft, but not to exceed Boeing's reasonable estimate of the man-hours required for the performance thereof by Customer, multiplied by the then-current Warranty Labor Rate.
	 	 
	T =	Total age in months (to the nearest month) of the Aircraft in which such materials are installed from the date of delivery of such Aircraft to the date of completion of such installation.


 


4.           General Conditions and Limitations.


 


4.1           Customer's
written notice of claim under this Program must be received by Boeing’s Warranties Regional Manager within [*****************]
from the date of issuance of any applicable Airworthiness Directive.


 


4.2           THE
DISCLAIMER AND RELEASE and EXCLUSION OF CONSEQUENTIAL AND OTHER DAMAGES provisions stated in Article 11 of Part 2 of
Exhibit C of the AGTA apply to this Program.


 


5.           Assignment.


 


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


 


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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, 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.


 


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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	 


 


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        The Boeing Company

        P.O. Box 3707

        Seattle, WA 98124-2207

	 	 


 


GUN-PA-03980-LA-1303689


 


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-03980 (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 737-800 aircraft (Aircraft)


 


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


 


1.           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 [************************************************], by which time Customer will pay
all advance payments specified in the Purchase Agreement as being due on or before that date.


 


2.           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 advance payments due to Boeing, Boeing will provide Customer with an [******************************]
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.


 


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	3.	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 [**********************] to Aircraft delivery.


 


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



 


Letter Agreement GUN-PA-03980-LA-1303679
“Government Approval” specifies the date by which government approval is to be obtained. After Customer obtains government
approval and 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 will give Customer [****************************] 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 such [***************] notification period.
Boeing will work with Customer in good faith to explore alternatives to such Aircraft rescheduling as may be available.


 


		5.	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 [******************] after the [************************]
notice is given.


 


		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, 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.


 


GUN-PA-03980-LA-1303689       





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BOEING PROPRIETARY


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




 







     


     


    

 





 


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-03980-LA-1303689       


	Payment Matters	LA  Page 3


BOEING PROPRIETARY


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


 




     


     


    

 


		The Boeing
        Company

        P.O. Box 3707

        Seattle, WA
        98124-2207

	 	 


 


GUN-PA-03980/03981-LA-1502329


 


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-03980 relating to Model 737-800 aircraft (737-800 Purchase Agreement) and Purchase Agreement No. PA-03981 relating to Model 737-8 aircraft  (737-8 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) (the 737-800 Purchase Agreement and the 737-8 Purchase Agreement, each a Purchase Agreement and collectively the Purchase Agreements)


 


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


 


		1.	Used Aircraft Acquisition Agreement.



 


Boeing and Customer have entered into the
acquisition agreements for used aircraft no. A0203/GUN-01, A0204/GUN-02, A0205/GUN-03 (each an Acquisition Agreement and
collectively the Acquisition Agreements). Boeing’s purchase of the Used Aircraft and Used Aircraft Equipment as defined
in the Acquisition Agreements shall be in accordance with the provisions of the Acquisition Agreements.


 


2.             757-200, 737-300
Aircraft, Spare Engines and Spare Parts; Trade-In Delivery and Title Transfer; Trade-in delivery conditions.


 


2.1       In consideration
of Customer purchasing and taking delivery of [*******] 737-800 and [*********] 737-8 aircraft (New Aircraft), Boeing agrees
to take in trade the Used Aircraft Equipment earlier than the scheduled delivery of the New Aircraft to Customer and on an “oldest-aircraft-out-first”
basis in accordance with the Acquisition Agreements, including Table 1.


 


2.2       Trade-in delivery
and title transfer to Boeing of the Used Aircraft Equipment will take place according to the provisions of Article 2 of the Acquisition 


 


GUN-PA-03980/03981-LA-1502329


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Agreements, 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 Agreements and Customer shall ensure
that the Used Aircraft Equipment meet the return conditions per the Acquisition Agreements at the time of the trade-in date.


 


2.3       Price.
Boeing agrees to purchase the Used Aircraft Equipment according to the provisions of Article 3 of the Acquisition Agreements.


 


		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 Agreements.


 


		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 Agreements 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, 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 Agreements and who understand
they are not to disclose its contents to any other person or entity without the prior written consent of Boeing.


 


GUN-PA-03980/03981-LA-1502329





	Used Aircraft Trade-in Matters       	LA Page 2







BOEING PROPRIETARY


	
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        treatment and has been omitted and filed separately with the commission




 







     


     


    

 





 


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-03980/03981-LA-1502329


	Used Aircraft Trade-in Matters	LA  Page 3


BOEING PROPRIETARY


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






 




     


     


    

 

		The Boeing
        Company

        P.O. Box 3707

        Seattle, WA
        98124-2207



 


 


GUN-PA-03980-LA-1502887


 


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-03980 (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 737-800 aircraft (Aircraft)



 


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


 


1.             Credit Memoranda.
In consideration of Customer’s purchase of thirty (30) Aircraft, Boeing will provide to Customer the following credit
memoranda:


 


1.1       Model 737-800
Aircraft Basic Credit Memorandum. At the time of delivery of each Model 737-800 Aircraft, Boeing will issue to Customer a basic
credit memorandum (Model 737-800 Aircraft Basic Credit Memorandum) in an amount of [******************************************************************]


 


1.2       Model 737-800
Aircraft Customer Support Credit Memorandum.  At the time of delivery of each Model 737-800 Aircraft, Boeing will issue
to Customer a customer support credit memorandum (Model 737-800 Aircraft Customer Support Credit Memorandum) in the amount
of [****************************************************] [***************************************]


 


1.3       Model 737-800
Aircraft Market Value Credit Memorandum. At the time of delivery, Boeing will issue to Customer a market value credit
memorandum (Model 737-800 Aircraft Market Value Credit Memorandum) based on the scheduled year of delivery as scheduled
at the signing of the Purchase Agreement, as follows:


 


	
        Model 737-800 Aircraft

        Scheduled Year of Delivery
	 	
        Value of Model 737-800 Aircraft Market

        Value Credit Memorandum (U.S. Dollars)

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


 


GUN-PA-03980-LA-1502887


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



 


1.4       Model 737-800
Aircraft Quantity Bonus Credit Memorandum. At the time of delivery of each Model 737-800 Aircraft, Boeing will issue to Customer
a quantity bonus credit memorandum (Model 737-800 Aircraft Quantity Bonus Credit Memorandum) in an amount of [*******************************************************]
[*********************************]


 


1.5       Model 737-800
Aircraft Special Closing Credit Memorandum. At the time of delivery of each Model 737-800 Aircraft, Boeing will issue to Customer
a special closing credit memorandum (Model 737-800 Aircraft Special Closing Credit Memorandum) in the amount of [**********************************************]


 


1.6       Model 737-800
Aircraft Modified PDP Bonus Credit Memorandum. If Customer provides a payment of [***********************************************************]
[*********************] of the Advance Payment Base Price for each Model 737-800 Aircraft on the effective date of the Purchase
Agreement, then at the time of delivery of each Model 737-800 Aircraft, Boeing will issue to Customer a modified PDP bonus credit
memorandum (Model 737-800 Aircraft Modified PDP Bonus Credit Memorandum) in an amount of [*********************************************************]


 


1.7       Model 737-800
Final Closing Credit Memorandum. At the time of delivery, Boeing will issue to Customer a final closing credit memorandum
(Model 737-800 Aircraft Final Closing Credit Memorandum) based on the scheduled year of delivery as scheduled at the signing
of the Purchase Agreement, as follows:


 


	
        Model 737-800 Aircraft

        Scheduled Year of Delivery
	 	
        Value of Model 737-800 Aircraft Final

        Closing Credit Memorandum (U.S. Dollars)

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


 


1.8       Model 737-800
Aircraft Infrastructure Supplemental Credit Memorandum. At the time of delivery of each Model 737-800 Aircraft, Boeing will
issue to Customer an infrastructure supplemental credit memorandum (Model 737-800 Aircraft Infrastructure Supplemental Credit
Memorandum) in the amount of [**********] [*****************************]


 


1.9       Model 737-800
Aircraft Infrastructure MTOW Credit Memorandum. Boeing will issue to Customer an infrastructure MTOW credit memorandum (Model
737-800 Aircraft Infrastructure MTOW Credit Memorandum) in the not subject to escalation fixed-amount of [*******************************************************************]
[*************************]. For the avoidance of doubt, the Model 737-8 Aircraft Infrastructure MTOW Credit Memorandum is a not
subject to escalation, fixed-amount 


 


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        treatment and has been omitted and filed separately with the commission



 







     


     


    

 





 


credit memorandum that may only be for the purchase of Boeing goods and services, and this
is in addition to the fixed-amount [*************************************] [*****************************************] Boeing already
provided to Customer by offsetting against the MTOW payment required from Customer.


 


1.10       Model 737-800
Aircraft Infrastructure Support Credit Memorandum. As part of the [********************************] fund in consideration
for Customer purchasing thirty (30) Model 737-800 and fifty (50) Model 737-8 aircraft, Boeing will issue to Customer an infrastructure
support credit memorandum (Model 737-800 Aircraft Infrastructure Support Credit Memorandum) in the not subject to escalation
fixed-amount in three installments as follows:


 


(i)       [*************************************************************************************]
[***********************************************].


(ii)      [*************************************************************************************]
[*************************************************].


(iii)     [**************************************************************************************]
[************************************************].


 


		2.	Escalation of Credit Memoranda.



 


Unless otherwise noted,
the amounts of the Credit Memoranda stated in Paragraphs 1.1 through 1.8 are in [***********] base year dollars and will be
escalated to the scheduled month of the respective Aircraft delivery pursuant to the Airframe Escalation formula set forth in the
Purchase Agreement applicable to the Aircraft. Unless otherwise noted, amounts of the Credit Memoranda stated in Paragraphs 1.1
through 1.10, 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, 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


 





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        treatment and has been omitted and filed separately with the commission



 






     


     


    

 





 


 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 Model 737-800 Aircraft Customer Support Credit Memorandum contained in paragraph 1.2
above, in the event of any unauthorized disclosure by Customer.


 


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-03980-LA-1502887


	Special Matters	LA  Page 4


BOEING PROPRIETARY


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



 




     


     


    

 





		The Boeing
        Company

        P.O. Box 3707

        Seattle, WA
        98124-2207

	 	 


 


GUN-PA-03980-LA-1503964


 


China Southern Airlines Company Limited


No. 278, Jichang Road,


Baiyun District, Guangzhou,


People's Republic of China, 510406


 


		Subject:	Agreement for Deviation from Cruise Range Guarantee – Performance Guarantee Attachment A



 


		Reference:	Purchase Agreement No. PA-03980 (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 737-800 aircraft (Aircraft)



 


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


 


The Attachment A to
Letter Agreement No. LA-1301160 contains performance guarantees (Performance Guarantees) for Aircraft with configuration
of [*************** ***************] maximum takeoff weight and CFM56-7B26 engines (Attachment A Aircraft). Paragraph 2.3
of the Performance Guarantees includes a cruise range guarantee (Cruise Range Guarantee) applicable to the Attachment A
Aircraft in accordance with such Performance Guarantees. Boeing offers the following items in the event that the guarantee compliance
report furnished to Customer for any Attachment A Aircraft pursuant to Article 5.4 of the AGTA shows a demonstrated value
worse than the Cruise Range Guarantee value (Compliance Deviation).


 


		1.	Demonstration of Compliance.



 


Article 5.4 of
the AGTA and the Performance Guarantees provide a procedure for demonstration of compliance with the Performance Guarantees prior
to Attachment A Aircraft delivery. That method will be used to demonstrate compliance with the Cruise Range Guarantee.


 





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


 


		a.	Aircraft Delivery. In the event of a Compliance Deviation for any Attachment A Aircraft,
at the time Boeing tenders that Attachment A Aircraft for delivery, 



 


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	Agreement for Deviation from Cruise Range Guarantee – PG Attachment A 	LA Page 1




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		 	Boeing will provide the applicable remedies set forth in paragraph 2.2 and/or section 3. Customer cannot refuse to accept delivery of such Attachment A Aircraft because of such Compliance Deviation.




 


		b.	Post Delivery Improvement to Reduce or Eliminate the Compliance Deviation. In the event
of a Compliance Deviation for any Attachment A Aircraft, the following terms and conditions will apply:



 


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



 


		ii.	If Boeing elects to provide, or to cause to be provided, Improvement Parts for such Attachment
A Aircraft, then Customer and Boeing will mutually agree upon the details of an Improvement Parts program. Improvement Parts will
be provided at no charge to Customer; except Improvement Parts that are provided by the engine manufacturer will be at list price
less a discount proportional to the remaining useful life of the part being replaced. Boeing and/or engine manufacturer, as applicable,
will provide reasonable support for such a program at no charge to Customer.



 


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



 


		iv.	Boeing will provide and/or will cause 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 engine manufacturer and Customer, as applicable. Improvement Parts related to engines
will apply also to spare engines on terms not less favorable to Customer. Boeing and/or the engine manufacturer, as applicable,
will give Customer reasonable advance written notice of the estimated on-dock date at Customer’s maintenance base for any
such Improvement Parts. Customer’s claim for reimbursement must reference this Letter Agreement and be submitted to Boeing
Warranty and Product Assurance Contracts using established warranty.



 





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		 	 procedures and other terms identified in the Improvement Parts
program contemplated in paragraph 2.2.2 herein.


 


		3.	Payments.



 


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


 


		i.	Annual Excess Fuel Burn Amount. Boeing will pay to Customer, for a period [*******************************]
after the delivery of each Attachment A Aircraft, an amount equal to the Annual Excess Fuel Burn Amount (as defined below) for
the immediately preceding calendar year (Annual Period), as adjusted, if at all, pursuant to paragraph 3.3 below.



 


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



 


	Monthly Excess Fuel Burn Amount = [********************************]
	 
	The following definitions will apply herein:
	 
	[*****************]


 


	CRD =	The average cruise range deviation, in percent.  Only positive values of CRD will be used.
	 	 
	CRg =	The Cruise Range Guarantee value.
	 	 
	CRd =	The demonstrated cruise range value for paragraph + of the Performance Guarantees shown in the compliance report and calculated in accordance with Section 1 above.


 


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





 


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


 





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



 


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



 


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



 


		ii.	Credit Memorandum. Amounts payable to Customer pursuant to this section 3 will be paid
by credit memorandum issued by Boeing and/or the engine manufacturer, which may be used solely for Boeing and/or engine manufacturer
goods and services, as applicable. In no event will the total aggregate amount of such credit memoranda exceed [**********************
**************************] for each Attachment A Aircraft in an Annual Period. No payments will be made pursuant to this section 3
for any Attachment A Aircraft not operated by Customer.



 


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



 





		4.	Duplication of Benefits.


 


Boeing and Customer
agree it is not the intent of the parties to provide benefits hereunder that duplicate benefits to be provided (a) by Boeing
under the Purchase


 





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 Agreement, or any other agreement between Boeing and Customer, or (b) by engine manufacturer under any
agreement between engine manufacturer and Customer, due to the Attachment A Aircraft not satisfying any performance metric similar
to the Cruise Range Guarantee or any performance metric that otherwise impacts fuel burn. Boeing may offset its obligation to provide
benefits hereunder against the benefits provided or to be provided to Customer by engine manufacturer or Boeing pursuant to such
other guarantee.


 


		5.	Exclusive Remedy.



 


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


 


		6.	Assignment.



 


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


 





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	Agreement for Deviation from Cruise Range Guarantee – PG Attachment A	LA Page 5




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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	 


 





GUN-PA-03980-LA-1503964





	Agreement for Deviation from Cruise Range Guarantee – PG Attachment A	LA Page 6




BOEING PROPRIETARY


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


  




     


     


    

 


		The Boeing
        Company

        P.O. Box 3707

        Seattle, WA
        98124-2207

	 	 





 


GUN-PA-03980-LA-1503965


 


China Southern Airlines Company Limited


No. 278, Jichang Road,


Baiyun District, Guangzhou,


People's Republic of China, 510406


 


		Subject:	Agreement for Deviation from Cruise Range Guarantee – Performance Guarantee Attachment B



 


		Reference:	Purchase Agreement No. PA-03980 (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 737-800 aircraft (Aircraft)



 


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


 


The Attachment B to
Letter Agreement No. LA-1301160 contains performance guarantees (Performance Guarantees) for Aircraft with configuration
of [*************] [******************] maximum takeoff weight and CFM56-7B26 engines (Attachment B Aircraft). Paragraph 2.3
of the Performance Guarantees includes a cruise range guarantee (Cruise Range Guarantee) applicable to the Attachment B
Aircraft in accordance with such Performance Guarantees. Boeing offers the following items in the event that the guarantee compliance
report furnished to Customer for any Attachment B Aircraft pursuant to Article 5.4 of the AGTA shows a demonstrated value
worse than the Cruise Range Guarantee value (Compliance Deviation).


 


		1.	Demonstration of Compliance.



 


Article 5.4 of
the AGTA and the Performance Guarantees provide a procedure for demonstration of compliance with the Performance Guarantees prior
to Attachment B Aircraft delivery. That method will be used to demonstrate compliance with the Cruise Range Guarantee.


 





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


 


		a.	Aircraft Delivery. In the event of a Compliance Deviation for any Attachment B Aircraft,
at the time Boeing tenders that Attachment B Aircraft for delivery, 


 





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	Agreement for Deviation from Cruise Range Guarantee – PG Attachment B 	LA Page 1


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			 Boeing will provide the applicable
remedies set forth in paragraph 2.2 and/or section 3. Customer cannot refuse to accept delivery of such Attachment B
Aircraft because of such Compliance Deviation.



 


		b.	Post Delivery Improvement to Reduce or Eliminate the Compliance Deviation. In the event
of a Compliance Deviation for any Attachment B Aircraft, the following terms and conditions will apply:



 


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



 


		ii.	If Boeing elects to provide, or to cause to be provided, Improvement Parts for such Attachment
B Aircraft, then Customer and Boeing will mutually agree upon the details of an Improvement Parts program. Improvement Parts will
be provided at no charge to Customer; except Improvement Parts that are provided by the engine manufacturer will be at list price
less a discount proportional to the remaining useful life of the part being replaced. Boeing and/or engine manufacturer, as applicable,
will provide reasonable support for such a program at no charge to Customer.



 


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



 


		iv.	Boeing will provide and/or will cause 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 engine manufacturer and Customer, as applicable. Improvement Parts related to engines
will apply also to spare engines on terms not less favorable to Customer. Boeing and/or the engine manufacturer, as applicable,
will give Customer reasonable advance written notice of the estimated on-dock date at Customer’s maintenance base for any
such Improvement Parts. Customer’s claim for reimbursement must reference this Letter Agreement and be submitted to Boeing
Warranty and Product Assurance Contracts using established warranty 



 








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			 procedures and other terms identified in the Improvement Parts
program contemplated in paragraph 2.2.2 herein.


 


		3.	Payments.



 


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


 


		i.	Annual Excess Fuel Burn Amount. Boeing will pay to Customer, for a period [******************************]
after the delivery of each Attachment B Aircraft, an amount equal to the Annual Excess Fuel Burn Amount (as defined below) for
the immediately preceding calendar year (Annual Period), as adjusted, if at all, pursuant to paragraph 3.3 below.



 


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



 


	Monthly Excess Fuel Burn Amount = [********************************]
	 
	The following definitions will apply herein:
	 
	[****************]


 


	CRD =	The average cruise range deviation, in percent.  Only positive values of CRD will be used.
	 	 
	CRg =	The Cruise Range Guarantee value.
	 	 
	CRd =	The demonstrated cruise range value for paragraph + of the Performance Guarantees shown in the compliance report and calculated in accordance with Section 1 above.


 


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





 


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


 








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



 


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



 


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



 


		ii.	Credit Memorandum. Amounts payable to Customer pursuant to this section 3 will be paid
by credit memorandum issued by Boeing and/or the engine manufacturer, which may be used solely for Boeing and/or engine manufacturer
goods and services, as applicable. In no event will the total aggregate amount of such credit memoranda exceed [*********************]
[**************************] for each Attachment B Aircraft in an Annual Period. No payments will be made pursuant to this section 3
for any Attachment B Aircraft not operated by Customer.



 


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



 





		4.	Duplication of Benefits.



 

Boeing and Customer
agree it is not the intent of the parties to provide benefits hereunder that duplicate benefits to be provided (a) by Boeing
under the Purchase


 








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Agreement, or any other agreement between Boeing and Customer, or (b) by engine manufacturer under any
agreement between engine manufacturer and Customer, due to the Attachment B Aircraft not satisfying any performance metric similar
to the Cruise Range Guarantee or any performance metric that otherwise impacts fuel burn. Boeing may offset its obligation to provide
benefits hereunder against the benefits provided or to be provided to Customer by engine manufacturer or Boeing pursuant to such
other guarantee.


 


		5.	Exclusive Remedy.



 


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


 


		6.	Assignment.



 


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


 








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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	 


  








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		The Boeing
        Company

        P.O. Box 3707

        Seattle, WA
        98124-2207





 


 


GUN-PA-03980-LA-1504067


 


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-03980 (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 737-800 aircraft (Aircraft)



 


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


 


		1.	Customer Support Document.



 


AGTA Exhibit B, Part 1, Article 5.3 is modified
to the following:


 


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. For the avoidance of doubt, any training
using an aircraft will occur only after delivery and will be at the request of 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.








 












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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.


 


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	 


 











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GUN-PA-03980/03981-LA-1502330


 


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-03980 relating to Model 737-800 aircraft (737-800 Purchase
Agreement) and Purchase Agreement No. PA-03981 relating to Model 737-8 aircraft (737-8 Purchase Agreement)
between The Boeing Company and China Southern Airlines Company Limited with China Southern Airlines Group Import and Export Trading
Corp., Ltd. (the 737-800 Purchase Agreement and the 737-8 Purchase Agreement, each a Purchase Agreement and collectively
the Purchase Agreements)



 



			2) Acquisition Agreements for Used Aircraft No. A0203/GUN-01, A0204/GUN-02, A0205/GUN-03 between Boeing Aircraft Holding Company
and China Southern Airlines Company Limited with China Southern Airlines Group Import and Export Trading Corp., Ltd., China Southern
Airlines (Group) Xinjiang Import & Export Trading Co., Ltd., and China Southern Airlines Henan Company Limited (each an Acquisition
Agreement, collectively the Acquisition Agreements)



 


This letter agreement (Letter Agreement)
amends and supplements the Purchase Agreements. 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, China Southern Airlines Group Import and Export Trading Corp., Ltd., China Southern Airlines (Group)
Xinjiang Import & Export Trading Co., Ltd., and China Southern Airlines Henan Company Limited are collectively defined as China
Southern.


 


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


 








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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 Agreements and the Acquisition Agreements, China
Southern [*************** ********************] with prior written notice to Boeing [*************************************] before
[**********************************************] in order to reestablish the intended [******************************************************].
[*****************************] by China Southern of [*********************************], Boeing shall return to China Southern
all advanced payments received for [*********************************] 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, except for as required by applicable laws or regulations, to employees of China Southern
with a need to know the contents for purposes of helping China Southern perform its obligations under the Purchase Agreements 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.


 








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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	 


 


	 	 	 	CHINA SOUTHERN AIRLINES (GROUP) XINJIANG IMPORT & EXPORT TRADING CO., LTD.
	 	 	 	 	 
	 	 	 	By	 
	 	 	 	 	 
	 	 	 	Its	 


 


	 	 	 	China Southern Airlines Henan Company Limited
	 	 	 	 	 
	 	 	 	By	 
	 	 	 	 	 
	 	 	 	Its	 


 





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