Exhibit 4.6


 


PURCHASE
AGREEMENT NUMBER PA-03807


 


between


 


THE
BOEING COMPANY


 


and


 


XIAMEN
AIRLINES


 


Relating
to Boeing Model 737-8 Aircraft


 


	XIA-PA-03807	 


Page 1


BOEING
PROPRIETARY


 


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


 




    	 



     


    

 


TABLE OF
CONTENTS


 


	ARTICLES	 
	 	 
	Article 1.	Quantity, Model and Description	 
	Article 2.	Delivery Schedule	 
	Article 3.	Price	 
	Article 4.	Payment	 
	Article 5.	Additional Terms	 


 


	TABLE	 
	 	 
	1.	Aircraft Information Table	 


 


	EXHIBIT	 
	 	 
	A.	Aircraft Configuration	 
	B.	Aircraft Delivery Requirements and Responsibilities	 


 


	SUPPLEMENTAL EXHIBITS	 
	 	 
	AE1.	Escalation Adjustment/Airframe and Optional Features	 
	BFE1.	BFE Variables	 
	CS1.	Customer Support Variables	 
	EE1.	Engine Warranty and Patent Indemnity	 
	SLP1.	Service Life Policy Components	 


 


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	LETTER AGREEMENTS	 
	 	 
	XIA-PA-03807-LA-1301950	AGTA Terms Revisions	 
	XIA-PA-03807-LA-1301951	Open Matters	 
	XIA-PA-03807-LA-1301952	Boeing BFE Purchase	 
	XIA-PA-03807-LA-1301953	Government Approval	 
	XIA-PA-03807-LA-1301954	Liquidated Damages Non-Excusable Delay	 
	XIA-PA-03807-LA-1301955	Loading of Customer Software	 
	XIA-PA-03807-LA-1301956	Volume Agreement	 
	XIA-PA-03807-LA-1301957	Promotional Support	 
	XIA-PA-03807-LA-1301958	Seller Purchased Equipment	 
	XIA-PA-03807-LA-1301959	Spare Parts Initial Provisioning	 
	XIA-PA-03807-LA-1301960	Special Matters	 
	XIA-PA-03807-LA-1301961	Payment Matters	 
	XIA-PA-03807-LA-1301962	Performance Guarantees	 
	XIA-PA-03807-LA-1301963	Block Fuel Burn and Payload Remedies	 
	XIA-PA-03807-LA-1301964	Delivery Flight Fuel Mileage Verification	 
	XIA-PA-03807-LA-1301965	Aircraft Model Substitution	 
	XIA-PA-03807-LA-1301966	Clarifications and Understandings	 
	XIA-PA-03807-LA-1301967	Purchase Rights	 
	XIA-PA-03807-LA-1301968	Special Escalation Program	 
	XIA-PA-03807-LA-1301969	Enhanced Training and Services Matters	 


 


	XIA-PA-03807	Page 3


BOEING PROPRIETARY


 


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Purchase
Agreement No. PA-03807


 


between


 


THE
BOEING COMPANY


 


and


 


XIAMEN
AIRLINES


 


This Purchase
Agreement No. PA-03807 between The Boeing Company, a Delaware corporation, (Boeing) and Xiamen Airlines, a Chinese
corporation, (Customer) relating to the purchase and sale of Model 737-8 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 November 10, 2003,
between the parties, identified as AGTA-XIA (AGTA).


 


		1.	Quantity,
                                         Model and Description.



 


The aircraft
to be delivered to Customer will be designated as Model 737-8 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.


 


3.2         Advance
Payment Base Prices. The Advance Payment Base Prices listed in Table 1 were calculated using the Model 737-8 aircraft
Airframe Price and average optional features price as of the date of this Purchase Agreement escalated at a rate of  [***]
per year to the scheduled delivery year.


 


		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 737-8 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 (1st) business day of the months listed in the attached Table 1.


 


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PROPRIETARY


 


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4.3         For
any Aircraft whose scheduled month of delivery is less than thirty (30)
months after 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 or Configuration 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 (1st)
Aircraft under the Purchase Agreement, Customer has not taken possession of a Model 737-7, 737-8, or 737-9 aircraft whether such
Model 737-7, 737-8, or 737-9 aircraft was purchased, leased or otherwise obtained by Customer from Boeing or another party. If
prior to the delivery of Customer’s first (1st) Aircraft under this Purchase Agreement, Customer has taken possession
of a Model 737-7, 737-8, or 737-9 aircraft and thereby previously received the level of support as is described in Supplemental
Exhibit CS1 to this Purchase Agreement, Boeing will revise the Entitlements to reflect the level of support normally provided
by Boeing to operators already operating such aircraft. Under no circumstances under the Purchase Agreement or any other agreement
will Boeing provide the Entitlements more than once to support Customer’s operation of Model 737-7, 737-8, or 737-9 aircraft.


 


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.


 


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.


 


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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	 	XIAMEN AIRLINES
	 	 	 
	 	 	 
	Signature	 	Signature
	 	 	 
	 	 	 
	Printed name	 	Printed name
	 	 	 
	Attorney-in-Fact	 	 
	Title	 	Title


 


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BOEING PROPRIETARY


 


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Table
1


Purchase
Agreement No. PA-03807


Aircraft
Delivery, Description, Price and Advance Payments


 


	Airframe Model/MTOW:	737-8	173,000 pounds	    	Configuration / Detail Specification:	D019A008 Rev. C (3/15/2013)	4Q12 External Fcst
	Engine Model/Thrust:	CFM-LEAP-1B 	25,000 pounds	 	Airframe Price Base Year/Escalation Formula:	[*****]	[*****]
	Airframe Price:	[*****]	 	Engine Price Base Year/Escalation Formula:	N/A	N/A
	Optional Features:	[*****]	 	 	 	 
	Sub-Total of Airframe and Features:	[*****]	 	Airframe Escalation Data:	 	 
	Engine Price (Per Aircraft):	[*****]	 	[***********************************************************************]
	Aircraft Basic Price (Excluding BFE/SPE):	[*****]	 	 	 	 
	Buyer Furnished Equipment (BFE) Estimate:	[*****]	 	 	 	 
	Seller Purchased Equipment (SPE) Estimate:	[*****]	 	 	 	 
	Deposit per Aircraft:	[********]	 	1%	 	 


 


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


 


	XIA-PA-03807_62345-1F	 	Page 1 of 2


 





BOEING PROPRIETARY


 


	""[***]"
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Table
1


Purchase
Agreement No. PA-03807


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	 	At
    Signing	 	[*****]
    Mos.	 	[*****]
    Mos.	 	Total
	 	 	Date	 	Aircraft	 	(Airframe)	 	                	 	                	 	Price
    Per A/P	 	[********]	 	[********]	 	[********]	 	[********]
	 	 	[********]	 	[********]	 	[********]	 	 	 	 	 	[********]	 	[********]	 	[********]	 	[********]	 	[********]
	 	 	[********]	 	[********]	 	[********]	 	 	 	 	 	[********]	 	[********]	 	[********]	 	[********]	 	[********]
	 	 	[********]	 	[********]	 	[********]	 	 	 	 	 	[********]	 	[********]	 	[********]	 	[********]	 	[********]
	 	 	[********]	 	[********]	 	[********]	 	 	 	 	 	[********]	 	[********]	 	[********]	 	[********]	 	[********]
	 	 	[********]	 	[********]	 	[********]	 	 	 	 	 	[********]	 	[********]	 	[********]	 	[********]	 	[********]
	 	 	[********]	 	[********]	 	[********]	 	 	 	 	 	[********]	 	[********]	 	[********]	 	[********]	 	[********]
	 	 	[********]	 	[********]	 	[********]	 	 	 	 	 	[********]	 	[********]	 	[********]	 	[********]	 	[********]
	 	 	[********]	 	[********]	 	[********]	 	 	 	 	 	[********]	 	[********]	 	[********]	 	[********]	 	[********]
	 	 	[********]	 	[********]	 	[********]	 	 	 	 	 	[********]	 	[********]	 	[********]	 	[********]	 	[********]
	 	 	Total:	 	[*****]	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 


 


Note 1: [*****]


Note 2: [*****]


 


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AIRCRAFT
CONFIGURATION


 


between


 


THE
BOEING COMPANY


 


and


 


XIAMEN
AIRLINES


 


Exhibit A
to Purchase Agreement Number PA-03807


 


XIA-PA-03807


	Exhibit A	Page 1


BOEING PROPRIETARY


 


	""[***]"
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Exhibit A


 


AIRCRAFT
CONFIGURATION


 


relating
to


 


BOEING
MODEL 737-8 AIRCRAFT


 


The content
of this Exhibit A will be defined pursuant to the provisions of letter agreement no. XIA-PA-03807-LA-1301951 “Open
Matters” to the Purchase Agreement.


 


XIA-PA-03807


	Exhibit A	Page 2


BOEING PROPRIETARY


 


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AIRCRAFT
DELIVERY REQUIREMENTS AND RESPONSIBILITIES


 


between


 


THE
BOEING COMPANY


 


and


 


XIAMEN
AIRLINES


 


Exhibit B
to Purchase Agreement Number PA-03807


 


XIA-PA-03807


	Exhibit B	Page 1


BOEING PROPRIETARY


 


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Exhibit B


 


AIRCRAFT
DELIVERY REQUIREMENTS AND RESPONSIBILITIES


 


relating
to


 


BOEING
MODEL 737-8 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 [*************] of each Aircraft, Customer will notify Boeing of the registration
number to be painted on the side of the Aircraft. In addition, and not later than [*************] of each Aircraft, Customer
will, by letter to the regulatory authority having jurisdiction, authorize the temporary use of such registration numbers by Boeing
during the pre-delivery testing of the 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 [***************************************]. 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.


 


	XIA-PA-03807	 
	Exhibit B	Page 2


BOEING PROPRIETARY


 


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1.3         Customs
Documentation.


 


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


 


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


 


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


 


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


 


		2.	Insurance
                                         Certificates.



 


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


 


		3.	Notice
                                         of Flyaway Configuration.



 


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


 


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



 


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



 


	XIA-PA-03807	 
	Exhibit B	Page 3


BOEING PROPRIETARY


 


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



 


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



 


		(v)	a
                                         complete ferry flight itinerary.



 


		4.	Delivery
                                         Actions By Boeing.



 


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


 


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


 


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


 


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


 


	Aircraft
    Model	 	Fuel
    Provided
	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.


 


	XIA-PA-03807	 
	Exhibit B	Page 4


BOEING PROPRIETARY


 


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


 




    	 



     


    

 


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 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.


 


	XIA-PA-03807	 
	Exhibit B	Page 5


BOEING PROPRIETARY


 


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


 




    	 



     


    

 


ESCALATION
ADJUSTMENT


AIRFRAME
AND OPTIONAL FEATURES


 


between


 


THE
BOEING COMPANY


 


and


 


XIAMEN
AIRLINES


 


Supplemental
Exhibit AE1


to
Purchase Agreement Number PA-03807


 


	XIA-PA-03807_	 
	Supplemental Exhibit AE1	Page 1


BOEING PROPRIETARY


 


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


 




    	 



     


    

 


ESCALATION
ADJUSTMENT


AIRFRAME
AND OPTIONAL FEATURES


 


relating
to


 


BOEING
MODEL 737-7, 737-8, and 737-9 AIRCRAFT


 


		1.	Formula.



 


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


 


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


 


Where:


 


Pa
=      Airframe Price Adjustment. (For Models 737-7, 737-8, 737-9, 747-8, 777-200LR, 777-F,
and 777-300ER the Airframe Price includes the Engine Price at its basic thrust level.)


 


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


 


[**********


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


 


Where:


 


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


 


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


 


	XIA-PA-03807_	 
	Supplemental Exhibit AE1	Page 2


BOEING PROPRIETARY


 


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


 




    	 



     


    

 


[**********


  **********]


 


Where:


 


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


 


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


 


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


 


Where:


 


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


 


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


 


Note:


 


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



 


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



 


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



 


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



 


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



 


	XIA-PA-03807_	 
	Supplemental Exhibit AE1	Page 3


BOEING PROPRIETARY


 


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


 




    	 



     


    

 


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



 


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



 


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


 


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


 


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


 


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


 


Note:


 


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



 


	XIA-PA-03807_	 
	Supplemental Exhibit AE1	Page 4


BOEING PROPRIETARY


 


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


 




    	 



     


    

 





			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.



 


	XIA-PA-03807_	 
	Supplemental Exhibit AE1	Page 5


BOEING PROPRIETARY


 


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


 




    	 



     


    

 


BUYER
FURNISHED EQUIPMENT VARIABLES


 


between


 


THE
BOEING COMPANY


 


and


 


XIAMEN
AIRLINES


 


Supplemental
Exhibit BFE1


to
Purchase Agreement Number PA-03807


 





	XIA-PA-03807	 
	Supplemental Exhibit BFE1	Page 4







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 737-8 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:


 


	737-8 Aircraft
    (Table 1)
	Item	 	Date
	Galley System	 	No later than 12 months prior to 1st delivery**
	Galley Inserts	 	No later than 12 months prior to 1st delivery**
	Seats (passenger)	 	No later than 14 months prior to 1st delivery**
	Overhead & Audio System	 	No later than 12 months prior to 1st delivery**
	In-Seat Video System	 	No later than 14 months prior to 1st delivery**
	Miscellaneous Emergency Equipment	 	No later than 12 months prior to 1st delivery**
	Cargo Handling Systems*	 	No later than 8 months prior to 1st delivery**


 


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


 


**Actual supplier selection dates
will be provided when monthly delivery positions are confirmed.


 


Customer will
notify Boeing of the selected Galley System, Galley Inserts, Seats, and In-Seat Video System suppliers within [*******************]
after the above supplier selection dates and will use reasonable efforts to insure that such suppliers actively participate with
Customer and Boeing in coordination actions including the Initial Technical Coordination Meeting (ITCM).


 





	XIA-PA-03807	 
	Supplemental Exhibit BFE1	Page 4







BOEING PROPRIETARY


 


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


 




    	 



     


    

 


		2.	On-dock
                                         Dates and Other Information.



 


On or before
[*******************], or earlier if possible, prior to first (1st) 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 will be provided when monthly
delivery positions are determined.


 


		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


 





	XIA-PA-03807	 
	Supplemental Exhibit BFE1	Page 4







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


 


XIAMEN
AIRLINES


 


Supplemental
Exhibit CS1


to
Purchase Agreement Number PA-03807


 


	XIA-PA-03807_	 
	Supplemental Exhibit CS1	Page 1


BOEING PROPRIETARY


 


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


 




    	 



     


    

 


CUSTOMER
SUPPORT VARIABLES


 


relating
to


 


BOEING
MODEL 737-7, 737-8, and 737-9 AIRCRAFT


 


Customer and
Boeing will conduct planning conferences approximately eighteen (18) months prior to delivery of the first Aircraft, or as
mutually agreed, in order to develop and schedule a customized Customer Support Program to be furnished by Boeing in support of
the Aircraft.


 


The customized
Customer Services Program will be based upon and equivalent to the entitlements summarized below.


 


		1.	Maintenance
                                         Training.



 


1.1           [****************************************************************************]


 


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


 


1.3           [****************************************************************************]


 


1.4           [****************************************************************************]


 


1.5           [****************************************************************************]


 


1.6           Training
materials will be provided to each student. In addition, one set of training materials as used in Boeing's training program, including
visual aids, Computer Based Training Courseware, instrument panel wall charts, text/graphics, video programs, etc. will be provided
for use in Customer's own training program.


 


		2.	Flight
                                         Training.



 


2.1         Boeing
will provide [******] classroom course to acquaint up to [***] students [****************] with operational, systems and performance
differences between Customer's newly-purchased Aircraft and an aircraft of the same model currently operated by Customer.


 


2.2         Training
materials will be provided to each student. In addition, one set of training materials as used in Boeing's training program, including
Computer Based Training Courseware, instrument panel wall charts, Flight Attendant Manuals, etc. will be provided for use in Customer's
own training program.


 


		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  [*******] on-site visit to Customer’s main base to assist
with maintenance program development and to provide consulting related to maintenance planning.


 


	XIA-PA-03807_	 
	Supplemental Exhibit CS1	Page 2


BOEING PROPRIETARY


 


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


 




    	 



     


    

 


Consultation with Customer will
be based on ground rules and requirements information provided in advance by Customer.


 


3.1.2           ETOPS
Maintenance Planning Assistance. Upon request, Boeing will provide [******] on site visit to Customer's main base to assist
with the development of their ETOPS maintenance program and to provide consultation related to ETOPS maintenance planning. Consultation
with Customer will be based on ground rules and requirements information provided in advance by the Customer.


 


3.1.3           GSE/Shops/Tooling
Consulting. Upon request, Boeing will provide consulting and data for ground support equipment, maintenance tooling and requirements
for maintenance shops. Consultation with Customer will be based on ground rules and requirements information provided in advance
by Customer.


 


3.1.4           Maintenance
Engineering Evaluation. Upon request, Boeing will provide [******] on-site visit to Customer’s main base to evaluate
Customer’s maintenance and engineering organization for conformance with industry best practices. The result of which will
be documented by Boeing in a maintenance engineering evaluation presentation. Customer will be provided with a copy of the maintenance
engineering evaluation presentation. Consultation with Customer will be based on ground rules and requirements information provided
in advance by Customer.


 


3.2         Spares.


 


		(i)	Recommended
                                         Spares Parts List (RSPL). A customized RSPL, data and documents will be provided
                                         to identify spare parts required for Customer's support program.



 


		(ii)	Illustrated
                                         Parts Catalog (IPC). A customized IPC in accordance with ATA 100 will be provided.



 


		(iii)	Provisioning
                                         Training. Provisioning training will be provided for Customer's personnel at Boeing's
                                         facilities, where documentation and technical expertise are available. Training is focused
                                         on the initial provisioning process and calculations reflected in the Boeing RSPL.



 


		(iv)	Spares
                                         Provisioning Conference. A provisioning conference will be conducted, normally at
                                         Boeing's facilities where technical data and personnel are available.



 


		4.	Technical
                                         Data and Documents.



 


The
following will be provided in mutually agreed formats and quantities:


 


4.1         Flight
Operations.


 


Airplane Flight Manual


Operations Manual


Quick Reference Handbook


Weight and Balance Manual


Dispatch Deviation Procedures
Guide


Flight Crew Training Manual


 


	XIA-PA-03807_	 
	Supplemental Exhibit CS1	Page 3


BOEING PROPRIETARY


 


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


 




    	 



     


    

 


Performance Engineer's Manual


Fault Reporting Manual


FMC Supplemental Data Document


Operational Performance
Software


ETOPS Guide Vol. III


 


4.2         Maintenance.


 


Aircraft Maintenance Manual


Wiring Diagram Manual


Systems Schematics Manual


Fault Isolation Manual


Structural Repair Manual


Overhaul/Component Maintenance
Manual


Standard Overhaul Practices
Manual


Standard Wiring Practices
Manual


Non-Destructive Test Manual


Service Bulletins and Index


Corrosion Prevention Manual


Fuel Measuring Stick Calibration
Document


Power Plant Buildup Manual


Combined Index


Significant Service Item
Summary


All Operators Letters


Structural Item Interim
Advisory and Index


Service Letters and Index


Maintenance Tips


Production Management Data
Base (PMDB)


Electrical Connectors Options
Document


 


4.3         Maintenance
Planning.


 


Maintenance Planning Data
Document


Maintenance Task Cards and
Index


Maintenance Inspection Intervals
Report


 


4.4         Spares.


 


Illustrated Parts Catalog


Standards Books


 


4.5         Facilities
and Equipment Planning.


 


Facilities and Equipment
Planning Document


Special Tool & Ground
Handling Equipment Drawings & Index


Supplementary Tooling Documentation


Illustrated Tool and Equipment
Manual


Aircraft Recovery Document


Airplane Characteristics
for Airport Planning Document


Aircraft Rescue and Firefighting
Document


 


	XIA-PA-03807_	 
	Supplemental Exhibit CS1	Page 4


BOEING PROPRIETARY


 


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


 




    	 



     


    

 


Engine Handling Document


Configuration, Maintenance
and Procedures for ETOPS


ETOPS Guide Vols. I &
II


 


4.6         Supplier
Technical Data.


 


Service Bulletins


Ground Support Equipment
Data


Provisioning Information


Component Maintenance/Overhaul
Manuals and Index


Publications Index


Product Support Supplier
Directory


 


4.7         Fleet
Statistical Data and Reporting


 


Fleet reliability views,
charts, and reports


 


		5.	Aircraft
                                         Information.



 


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


 


5.2         License
Grant. To the extent Customer has or obtains rights to Aircraft Information, Customer grants to Boeing a perpetual,
world-wide, non-exclusive license to use and disclose Aircraft Information and create derivatives thereof in Boeing data and information
and products and services provided Customer identification information as originating from Customer is removed. Customer identification
information may be retained as necessary for Boeing to provide products and services Customer has requested from Boeing or for
Boeing to inform Customer of additional Boeing products and services. This grant is in addition to any other grants of rights
in the agreements governing provision of such information to Boeing regardless of whether that information is identified as Aircraft
Information in such agreement including any information submitted under the In Service Data Program (ISDP).


 


For purposes
of this article, Boeing is defined as The Boeing Company and its wholly owned subsidiaries.


 


5.3         Customer
will provide Aircraft Information to Boeing through an automated software feed necessary to support Fleet Statistical Analysis.
Boeing will provide assistance to Customer under a separate agreement for mapping services to enable the automated software feed.


 


	XIA-PA-03807_	 
	Supplemental Exhibit CS1	Page 5


BOEING PROPRIETARY


 


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


 




    	 



     


    

 


ENGINE
ESCALATION,


ENGINE
WARRANTY AND PATENT INDEMNITY


 


between


 


THE
BOEING COMPANY


 


and


 


XIAMEN
AIRLINES


 


Supplemental
Exhibit EE1


to
Purchase Agreement Number PA-03807


 


	XIA-PA-03807	 
	Supplemental Exhibit EE1 	Page 1


BOEING PROPRIETARY


 


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


 




    	 



     


    

 


ENGINE
ESCALATION


ENGINE
WARRANTY AND PATENT INDEMNITY


 


relating
to


 


BOEING
MODEL 737-7, 737-8, and 737-9 AIRCRAFT


 


		1.	Engine
                                         Escalation.



 


No
separate engine escalation methodology is defined for the Model 737-7, 737-8, 737-9 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 the CFM-LEAP-1B 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, then the terms of that Agreement
shall be substituted for and supersede the provisions of paragraphs 2.1 through 2.10 below and paragraphs 2.1 through 2.10
below shall be of no force or effect and neither Boeing nor CFM shall have any obligation arising therefrom. 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 CFM-LEAP-1B 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
CFM-LEAP-1B 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 CFM-LEAP type Engine and
Products and furthermore warrants that such title is free and clear of all claims, liens and encumbrances of any nature whatsoever.


 


	XIA-PA-03807	 
	Supplemental Exhibit EE1 	Page 2


BOEING PROPRIETARY


 


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


 




    	 



     


    

 


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 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 CFM-LEAP-1B powered Aircraft.


 


2.3         Initial
Warranty. CFM warrants that CFM-LEAP-1B 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 [***] Flight Hours as follows:


 


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



 


 


	XIA-PA-03807	 
	Supplemental Exhibit EE1 	Page 3


BOEING PROPRIETARY


 


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


 




    	 



     


    

 


		(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, test and Labor Allowance will be: [*******************] from
                                         new to [****************************] Flight Hours and decreasing pro rata from [***********]
                                         at [******** *********************] Flight Hours to [***************] at [****** **********************]



 


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 [*******************] Flight Hours and
                                         at a charge to Customer increasing pro rata from [*******************] of CFM's repair
                                         cost at [*******************] Flight Hours to [******** ***********] of such CFM repair
                                         costs at [*******************] Flight Hours.



 


		(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 first [*******************] 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 [*******************] at [*******************]
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)          [*******************]


 


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


 


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


 


(iv)        [*******************]


 


(v)         [*******************]


 


(vi)        [*******************]


 


(vii)       [*******************]


 


	XIA-PA-03807	 
	Supplemental Exhibit EE1 	Page 4


BOEING PROPRIETARY


 


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


 




    	 



     


    

 


2.7.2           CFM
will grant a pro rata Parts Credit Allowance decreasing from [*******************] when new to [*********************************************]
Flight Hours or [*******************] Flight Cycles, whichever comes earlier. Credit will be granted only when such Parts are
permanently removed from service by a CFM or a U.S. and/or French Government imposed Ultimate Life limitation of less than [*******************]
Flight Hours or [*******************] Flight Cycles.


 


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)	[******************************]
                                         for Parts in inventory or removed from service when new or with [******************************]
                                         Flight Hours or less total Part Time.



 


		(ii)	[******************************]
                                         for Parts in inventory or removed from service with over [**********************************]
                                         Flight Hours since new, regardless of warranty status.



 


2.8.2           Labor
Allowance - CFM will grant [******************************] 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.


 


	XIA-PA-03807	 
	Supplemental Exhibit EE1 	Page 5


BOEING PROPRIETARY


 


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


 




    	 



     


    

 


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.


 


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.


 


	XIA-PA-03807	 
	Supplemental Exhibit EE1	Page 6


BOEING PROPRIETARY


 


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


 




    	 



     


    

  


SERVICE
LIFE POLICY COMPONENTS


 


between


 


THE
BOEING COMPANY


 


and


 


Xiamen
Airlines


 


Supplemental
Exhibit SLP1


to
Purchase Agreement Number PA-03807


 


BOEING
PROPRIETARY


 





	XIA-PA-03807	 
	Supplemental Exhibit SLP1 	Page 1




 


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





 




     


     


    

  


SERVICE
LIFE POLICY COMPONENTS


 


relating
to


 


BOEING
MODEL 737-7, 737-8, and 737-9 AIRCRAFT


 


This is the
listing of SLP Components for the Aircraft which relate to Part 3, Boeing Service Life Policy of Exhibit C, Product
Assurance Document to the AGTA and is included in the Purchase Agreement.


 


		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.



 


		(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



 





	XIA-PA-03807	 
	Supplemental Exhibit SLP1 	Page 2


 


BOEING
PROPRIETARY


 


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





 




     


     


    

  





			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.



 


		(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.



 





	XIA-PA-03807	 
	Supplemental Exhibit SLP1 	Page 3


 


BOEING
PROPRIETARY


 


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





 




     


     


    

  


		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.



 


		(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.


 





	XIA-PA-03807	 
	Supplemental Exhibit SLP1 	Page 4


 


BOEING
PROPRIETARY


 


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


 




     


     


    

 


 


 


XIA-PA-03807-LA-1301950


 


Xiamen Airlines


22 Dailiao Road


Xiamen, Fujian Province, 361006


People’s Republic of China


 


		Subject:	AGTA
                                         Matters for Models 737-7, 737-8, and 737-9



 


		Reference:	Purchase
                                         Agreement No. PA-03807 (Purchase Agreement) between The Boeing Company (Boeing)
                                         and Xiamen Airlines (Customer) relating to Model 737-8 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.	AGTA
                                         Basic Articles.



 


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


 


Airframe
Price is defined as the price of the airframe for a specific model of aircraft described in a purchase agreement (for
Models 737-600, 737-700, 737-800, 737-900, 737-7, 737-8, 737-9, 747-8, 777-200LR, and 777-300ER the Airframe Price includes the
engine price at its basic thrust level).


 


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


 


Engine
Price is defined as the price set by the engine manufacturer for a specific engine to be installed on the model of
aircraft described in a purchase agreement (not applicable to Models 737-600, 737-700, 737-800, 737-900, 737-7, 737-8, 737-9,
747-8, 777-200LR, and 777-300ER).


 


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


 


Escalation
Adjustment is defined as the price adjustment to the Airframe Price (which includes the basic engine price for Models
737-600, 737-700, 737-800, 737-900, 737-7, 737-8, 737-9, 747-8, 777-200LR, and 777-300ER) and the Optional Features Prices resulting
from the calculation using the economic price formula contained in the Airframe and Optional Features Escalation Adjustment supplemental
exhibit to the applicable purchase agreement. The price


 


BOEING
PROPRIETARY


 


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


 




     


     


    

 


 


 


adjustment
to the Engine Price for all other models of aircraft will be calculated using the economic price formula in the Engine Escalation
Adjustment supplemental exhibit to the applicable purchase agreement.


 


		2.	Appendices
                                         to the AGTA.



 


Appendix I,
entitled “SAMPLE Insurance Certificate” the Combined Single Limit Bodily Injury and Property Damage: U.S. Dollars
($) any one occurrence each Aircraft (with aggregates as applicable) is added for the 737-7, 737-8, and 737-9 aircraft in the
amount of US $550,000,000.


 


		3.	Exhibit C
                                         to the AGTA, “Product Assurance Document”.



 


Part 2, Article
3.1, subsection (i), of Exhibit C of the AGTA is revised to read as follows:


 


for Boeing
aircraft models 777F, 777-200, 777-300, 737-600, 737-700, 737-800, 737-900, 737-7, 737-8, 737-9, 787 or new aircraft models designed
and manufactured with similar, new technology and for the model 747-8, the warranty period ends forty-eight (48) months after
Delivery.


 


Very truly yours,


 


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


 





	XIA-PA-03807-LA-1301950	 
	AGTA Matters	Page 2







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


 





XIA-PA-03807-LA-1301951


 


Xiamen Airlines


22 Dailiao Road


Xiamen, Fujian Province, 361006


People’s Republic of China


 


		Subject:	Open
                                         Matters



 


		Reference:	Purchase
                                         Agreement No. PA-03807 (Purchase Agreement) between The Boeing Company (Boeing)
                                         and Xiamen Airlines (Customer) relating to Model 737-8 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.


 


Given the long
period of time between Purchase Agreement signing and delivery of the first Aircraft and the continued development of the 737MAX
program, certain elements have not yet been defined. In consideration, Boeing and Customer agree to work together as the 737MAX
program develops as follows:


 


		1.	Aircraft
                                         Delivery Schedule.



 


1.1           The
scheduled delivery positions for the Aircraft, as of the date of this Letter Agreement, are listed in Table 1 of the Purchase
Agreement and provide the delivery schedule in nominal delivery months (Nominal Delivery Month), subject to plus or minus
one month (Three Month Delivery Window). No later than [***************************], Boeing will provide written notice
with revised Table 1 of the scheduled delivery month for each Aircraft.


 


1.2           Prior
to providing such notice described in Article 1.1, Boeing will work with Customer to attempt to accommodate Customer’s requests
regarding Aircraft quantities in certain periods and delivery months. Note that Customer prefers to avoid [************************************************].
Such notice provided by Boeing will constitute an amendment to the Table 1 of the Purchase Agreement. The amended Table 1 shall
be the scheduled delivery positions for the purposes of applying all provisions of the Purchase Agreements, including without
limitation the BFE on-dock dates, and the calculation of Escalation Adjustment, however, the amended Table 1 will not revise or
change the Advance Payment Base Price for the Aircraft.


 


BOEING
PROPRIETARY


 


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


  




     


     


    

 


 


 


		2.	Aircraft
                                         Configuration.



 


2.1         The
initial configuration of Customer's Model 737-8 Aircraft has been defined by Boeing Model 737-8 Airplane Description Document
No. [******** ************************], as described in Article 1 and Exhibit A of the Purchase Agreement (Initial
Configuration). Final configuration of the Aircraft (Final Configuration) will be completed using the then-current
Boeing configuration documentation in accordance with the following schedule:


 


2.1.1       No
later than [********************************] prior to the first Aircraft's scheduled delivery, Boeing and Customer will discuss
potential optional features and, within [********************************] after that meeting, Boeing will provide Customer with
a proposal for those optional features that can be incorporated into the Aircraft during production. Customer will then have sixty (60)
days to accept or reject the optional features..


 


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


 


2.1.2.1           Changes
applicable to the basic Model 737-8 aircraft which are developed by Boeing between the date of signing of the Purchase Agreement
and date of Final Configuration.


 


2.1.2.2           Incorporation
into Exhibit A of the Purchase Agreement, by written amendment, those optional features which have been agreed to by Customer
and Boeing (Customer Configuration Changes);


 


2.1.2.3           Revisions
to the [************************] to reflect the effects, if any, on Aircraft performance resulting from the incorporation of
the Customer Configuration Changes;


 


2.1.2.4           Revisions
to the Supplemental Exhibit BFE1 to reflect the selection dates and on-dock dates of BFE;


 


2.1.2.5           Changes
to the Optional Features Prices, and Aircraft Basic Price 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. Such changes will not result in a change to the Advance Payment
Base Price provided in Table 1.


 


		3.	Customer
                                         Support Variables.



 


3.1           The
initial customer support package contained in Supplemental Exhibit CS1 to the Purchase Agreement is predicated upon the 737NG
customer support package. Boeing intends to further refine the customer support package for the 737MAX and will provide this revised
package to Customer no later than twenty-four (24) months prior to the first month of the scheduled delivery year of the first
Aircraft. The provision of such revised Supplemental Exhibit CS1 will constitute an amendment to the Purchase Agreement and will
provide the Customer in aggregate such overall


 


	XIA-PA-03807-LA-1301951	 
	Open Matters	Page 2


BOEING PROPRIETARY


 


	""[***]"
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Boeing support
package that is equivalent to, or better than, the Supplemental Exhibit CS1 included in the Purchase Agreement as of the date
of this Letter Agreement.


 


3.2           Additionally,
Boeing will engage in discussions with Customer in conjunction with the providing of the updated Supplemental Exhibit CS1 to offer
to Customer additional uniquely tailored customer support services beyond the scope of the Supplemental Exhibit CS1 that will
further enhance the maintainability and operational efficiency of the Aircraft.


 


		4.	Other
                                         Letter Agreements.



 


Boeing and
Customer acknowledge that as they work together to develop the 737MAX program and as Boeing refines the definition of the Aircraft
and associated production processes, there may be a need to execute or amend letter agreements addressing on or more of the following:


 


4.1           Software.
Additional provisions relating to software and software loading.


 


4.2           In-Flight
Entertainment (IFE). Provisions relating to the terms under which Boeing may offer or install IFE in the Aircraft.


 


4.3           Buyer
Furnished Equipment (BFE). Provisions relating to the terms under which Boeing may install and certify Customer’s
BFE in the Aircraft.


 


Very truly yours,


 





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




 


	XIA-PA-03807-LA-1301951	 
	Open Matters	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


 





XIA-PA-03807-LA-1301952


 


Xiamen Airlines


22 Dailiao Road


Xiamen, Fujian Province, 361006


People’s Republic of China


 


		Subject:	Boeing
                                         Purchase of Buyer Furnished Equipment



 


		Reference:	Purchase
                                         Agreement No. PA-03807 (Purchase Agreement) between The Boeing Company (Boeing)
                                         and Xiamen Airlines (Customer) relating to Model 737-8 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.


 


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) approximately 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.


 


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.


 


BOEING PROPRIETARY


 


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





 




     


     


    

 


 


 


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.


 


Very truly yours,


 


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


 


	XIA-PA-03807-LA-1301952	 
	Boeing Purchase of BFE	Page 2


BOEING PROPRIETARY


 


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


 




     


     


    

 


 


Exhibit A


 


FULL
WARRANTY BILL OF SALE


 


Xiamen Airlines
(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 (BFE).
Such payment by Buyer will be made immediately after delivery to ___________________________________ 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 _______________________________, and shall be governed by the law
of the State of Washington, exclusive of Washington’s conflicts of laws principles.


 


 


	XIAMEN AIRLINES	 
	 	 
	By:	 	 
	 	 
	Date:	 	 


 


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


 


	THE BOEING COMPANY	 
	 	 
	By:	 	 
	 	 	 


 


	XIA-PA-03807-LA-1301952	 
	Boeing Purchase of BFE	Page 3


BOEING PROPRIETARY


 


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


 




     


     


    

 


 


 


EXAMPLE


 


SCHEDULE
OF EQUIPMENT (BFE)


Applicable
to


Model 737-8
Aircraft bearing


Manufacturer's
Serial No. TBD


Document
PED


Issued
+


Revision
of +


 


	XIA-PA-03807-LA-1301952	 
	Boeing Purchase of BFE	Page 4


BOEING PROPRIETARY


 


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


 




     


     


    

 


 


 


Exhibit B


 


BOEING
BILL OF SALE


 


The Boeing
Company (Seller) in consideration of the sum of + U.S. Dollars ($+) and other valuable consideration hereby sells
to Xiamen Airlines (Buyer) the goods described in the Schedule of Equipment attached hereto (BFE).


 


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 Seattle, Washington, and governed by the law of the State of Washington, U.S.A
EXCLUSIVE OF WASHINGTON'S CONFLICTS OF LAWS PRINCIPLES.


 


	THE BOEING COMPANY	 
	 	 
	By:	 	 
	 	 	 


 


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


 


	XIAMEN AIRLINES	 
	 	 
	By:	 	 
	 	 
	Date:	 	 


 


	XIA-PA-03807-LA-1301952	 
	Boeing Purchase of BFE	Page 5


BOEING PROPRIETARY


 


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


 




     


     


    

 


 


 


EXAMPLE


 


SCHEDULE
OF EQUIPMENT (BFE)


Applicable
to


Model 737-8
Aircraft bearing


Manufacturer's
Serial No. TBD


Document
PED


Issued
+


Revision
of +


 


	XIA-PA-03807-LA-1301952	 
	Boeing Purchase of BFE	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



 





XIA-PA-03807-LA-1301953


 


Xiamen Airlines


22 Dailiao Road


Xiamen, Fujian Province, 361006


People’s Republic of China


 


		Subject:	Government
                                         Approval Matters



 


		Reference:	Purchase
                                         Agreement No. PA-03807 (Purchase Agreement) between The Boeing Company (Boeing)
                                         and Xiamen Airlines (Customer) relating to Model 737-8 aircraft (Aircraft)



 


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


 


		1.	Government
                                         Approval.



 


Boeing and
Customer both acknowledge that it is necessary for Customer to obtain government approval to import the Aircraft into 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 shall work together to ensure the delivery schedule and advance payments as specified in Table 1 and Paragraph 1
in Letter Agreement XIA-PA-03807-LA-1301961 are met. If Boeing has not received written notification from Customer that Government
Approval has been obtained [*******************] 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.


 


BOEING PROPRIETARY


 


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


 




     


     


    

 


 


 


2.1.        Rescheduled
Aircraft. Boeing may reschedule any or all of the Aircraft. Boeing will give Customer [*******************] business days
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 such [*******************] business day 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.        Terminated
Aircraft.         Boeing may terminate the Aircraft by providing Customer with
written notice of such termination and will promptly return to Customer, without interest, an amount equal to all advance payments
paid by Customer for the terminated Aircraft.


 


		3.	Confidential
                                         Treatment.



 


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


 


	XIA-PA-03807-LA-1301953	 
	Government Approval Matters	Page 2


BOEING PROPRIETARY


 


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


 




     


     


    

 


 


 


Very truly yours,


 


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


 


	XIA-PA-03807-LA-1301953	 
	Government Approval Matters	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



 





XIA-PA-03807-LA-1301954


 


Xiamen Airlines


22 Dailiao Road


Xiamen, Fujian Province, 361006


People’s Republic of China


 


		Subject:	Liquidated
                                         Damages for Non-Excusable Delay



 


		Reference:	Purchase
                                         Agreement No. PA-03807 (Purchase Agreement) between The Boeing Company (Boeing)
                                         and Xiamen Airlines (Customer) relating to Model 737-8 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.


 


“Non-Excusable
Delay” means a 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). [********************************************************************************************************************
********************************************************************************************************************* *********************************************************************************************************************
********************************************************************************************************************* *********************************************************************************************************************
********************************************************************************************************************* *********************************************************************************************************************
********************************************************************************************************************* *********************************************************************************************************************
***********************************************************]


 


BOEING PROPRIETARY


 


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


 




     


     


    

 


 


 


		2.	Interest.



 


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


 


The product
of the daily interest rate (computed by dividing the interest rate in effect for each day by [***************************************************************],
as the case may be) times the entire amount of advance payments received by Boeing for such Aircraft. The interest rate in effect
for each day shall be computed using the [******************] [***********************************************************************************],
effective the first (1st) business day of the calendar quarter and reset each calendar quarter.


 


Such interest
will be calculated on a [*****************************] and paid in full at the same time as the Liquidated Damages.


 


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



 


Customer will
not have the right to refuse to accept delivery of any Aircraft because of a Non-Excusable Delay unless and until the aggregate
duration of the Non-Excusable Delay for such Aircraft [***********************************] (Non-Excusable Delay Period).
Within [*************************] of receipt of written notice from Boeing that delivery of an Aircraft will be delayed beyond
the Non-Excusable Delay Period, either party [*************************] Purchase Agreement as to such Aircraft by written notice
given to the other. If neither Party terminates the Purchase Agreement within said [*************************], the Purchase Agreement
will remain in effect for that Aircraft.


 


		4.	Return
                                         of Advance Payments.



 


If the Purchase
Agreement is terminated with respect to any Aircraft for a Non-Excusable Delay, Boeing will, in addition to paying Liquidated
Damages and Interest as described above, promptly repay to Customer the entire principal amount of the advance payments received
by Boeing for such Aircraft.


 


		5.	Exclusive
                                         Remedies.



 


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


 


		6.	Assignment.



 


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


 


	XIA-PA-03807-LA-1301954	 
	Liquidated Damages for Non-Excusable Delay	Page 2


BOEING PROPRIETARY


 


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


 




     


     


    

 


 


 


		7.	Confidential
                                         Treatment.



 


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


 


Very truly yours,


 


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


 


	XIA-PA-03807-LA-1301954	 
	Liquidated Damages for Non-Excusable Delay	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


 





XIA-PA-03807-LA-1301955


 


Xiamen Airlines


22 Dailiao Road


Xiamen, Fujian Province, 361006


People’s Republic of China


 


		Subject:	Loading
                                         of Customer Software



 


		Reference:	Purchase
                                         Agreement No. PA-03807 (Purchase Agreement) between The Boeing Company (Boeing)
                                         and Xiamen Airlines (Customer) relating to Model 737-8 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.          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.


 


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


 


BOEING PROPRIETARY


 


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


 




     


     


    

 


 


 


		(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.



 


Very truly yours,


 





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




 


	XIA-PA-03807-LA-1301955	 
	Loading of Customer Software	Page 2


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


 





XIA-PA-03807-LA-1301956


 


Xiamen Airlines


22 Dailiao Road


Xiamen, Fujian Province, 361006


People’s Republic of China


 


		Subject:	CASC
                                         Volume Agreement



 


		Reference:	Purchase
                                         Agreement No. PA-03807 (Purchase Agreement) between The Boeing Company (Boeing)
                                         and Xiamen Airlines (Customer) relating to Model 737-8 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.	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 7, 737 8 and/or 737 9 aircraft (a “Volume Agreement”). If Boeing enters
into a firm and unconditional Volume Agreement between the effective date of this Purchase Agreement and July 1, 2014, or any
mutually agreed extension of this date, then Boeing will propose an amendment to letter agreements XIA-PA-0387-LA-1301968 “Special
Escalation Program” and XIA PA 03807 LA 1301960 “Special Matters”, if needed, for the Aircraft under the Purchase
Agreement to ensure that Customer will not be disadvantaged on a net Airframe Price basis, after adding up all the credit memoranda
and making any applicable base year price adjustments 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.	Confidential
                                         Treatment.


 


Boeing and
Customer understand that certain information contained in this Letter Agreement is considered to be confidential. The parties
agree that they will treat this Letter Agreement and the information contained herein as confidential and will not,


 


BOEING PROPRIETARY


 


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


 




     


     


    

 


 


 



without the
prior written consent of the other party, disclose this Letter Agreement or any information contained herein to any other person
or entity except: (1) to those of their respective legal counsel, auditors, accountants, insurance brokers and other advisers
who have a need to know the information for purposes of interpreting Customer's rights or interpreting or performing Customer's
obligations under the Purchase Agreement, subject to such parties' written agreements that they will treat the information as
confidential; (2) to a bank for the sole purpose of financing of the purchase of such Aircraft and subject to such bank's
written agreement that it will treat the information as confidential; (3) as required by the rules of any stock market applicable
to the parties on condition that the party wishing to make such disclosure shall first use reasonable efforts to seek relief from
the risk of disclosure to competitors or others with whom either of the parties has business relations of information which might
be detrimental to the interest of either of the parties; or (4) as may be required by applicable law.


 


Very truly yours,


 


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


 


	XIA-PA-03807-LA-1301956	 
	CASC Volume Agreement	Page 2


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


 





XIA-PA-03807-LA-1301957


 


Xiamen Airlines


22 Dailiao Road


Xiamen, Fujian Province, 361006


People’s Republic of China


 


		Subject:	Promotional
                                         Support



 


		Reference:	Purchase
                                         Agreement No. PA-03807 (Purchase Agreement) between The Boeing Company (Boeing)
                                         and Xiamen Airlines (Customer) relating to Model 737-8 aircraft (Aircraft)



 


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


 


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


 


		1.	Definitions.



 


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


 


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


 


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


 


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


 


1.5           Qualifying
Third Party Fees will mean fees paid by Customer to third party providers for Promotional Support provided to Customer during
the Performance Period.


 


BOEING PROPRIETARY


 


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


 




     


     


    

 


 


 


		2.	Commitment
                                         Limit.



 


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:


 


(i)          [******************************************************]
for the first Covered Aircraft delivered to Customer; and thereafter


 


(ii)         [******************************************************]
for each subsequent Covered Aircraft delivered to Customer.


 


		3.	Methods
                                         of Performance.



 


3.1           Subject
to the Commitment Limit, Boeing will reimburse [********************] of Qualifying Third Party Fees provided that Customer provides
Boeing copies of paid invoices for such Qualifying Third Party Fees no later than [********************] of the first (1st)
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’s becoming the operator of the Aircraft and cannot be assigned in whole or, in part.


 


	XIA-PA-03807-LA-1301957	 
	Promotional Support	Page 2


BOEING PROPRIETARY


 


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


 




     


     


    

 


 


 


		6.	Confidential
                                         Treatment.



 


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


 


Very truly yours,


 


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


 


	XIA-PA-03807-LA-1301957	 
	Promotional Support	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


 





XIA-PA-03807-LA-1301958


 


Xiamen Airlines


22 Dailiao Road


Xiamen, Fujian Province, 361006


People’s Republic of China


 


		Subject:	Seller
                                         Purchased Equipment



 


		Reference:	Purchase
                                         Agreement No. PA-03807 (Purchase Agreement) between The Boeing Company (Boeing)
                                         and Xiamen Airlines (Customer) relating to Model 737-8 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.	General.



 


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


 


		2.	Customer
                                         Responsibilities.



 


2.1           Supplier
Selection. Customer will select SPE suppliers from a list provided by Boeing for the commodities identified on such list and
notify Boeing of the SPE suppliers in accordance with the supplier selection date(s) as set forth in Attachment A of this Letter
Agreement. If Customer selects a seat, galley or galley insert supplier that is not on the Boeing offerable supplier list, such
seat, galley or galley insert will, subject to Boeing approval, become BFE and the provisions of Exhibit A, Buyer Furnished
Equipment Provisions Document, of the AGTA will apply.


 


2.2           Supplier
Agreements. Customer will enter into initial agreements with the selected suppliers within ten (10) days of the supplier selection
date(s) for the supplier to actively participate with Customer and Boeing in coordination actions including the Initial Technical
Coordination Meeting (ITCM). Customer will enter into final agreements with selected suppliers for the following additional provisions
in accordance with the supplier agreement date(s) within thirty (30) days of the ITCM or as otherwise identified by Boeing:


 


		(i)	for
                                         emergency/miscellaneous equipment, providing standard supplier pricing, product support,
                                         warranty,



 


BOEING PROPRIETARY


 


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


 




     


     


    

 


 


 


spares,
training and any additional support defined by Customer will be a direct pass through to Customer at time of Aircraft delivery;


 


		(ii)	for
                                         seats, galleys, galley inserts, and in-flight entertainment and cabin communications
                                         systems (IFE/CCS), negotiating price directly with the suppliers, product support
                                         including spares support, warranty, training and any additional support defined by the
                                         Customer. Customer shall provide suppliers’ pricing to Boeing and shall obtain
                                         suppliers’ agreement to accept Boeing’s purchase orders reflecting the Customer
                                         negotiated pricing.



 


2.3           Configuration
Requirements. Customer is responsible for selecting equipment which is FAA certifiable at time of Aircraft delivery, or for
obtaining waivers from the applicable regulatory agency for non-FAA certifiable equipment. Customer will meet with Boeing and
the selected SPE suppliers in the ITCM and any other scheduled meetings in order to:


 


		(i)	for
                                         emergency/miscellaneous equipment, provide to Boeing the selected part specification/Customer
                                         requirements;



 


		(ii)	for
                                         in-flight entertainment and cabin communications systems (IFE/CCS), participate
                                         with Boeing in meetings with such suppliers to ensure that suppliers’ functional
                                         system specifications meet Customer’s and Boeing’s respective requirements;



 


		(iii)	for
                                         galleys, provide to 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 eight (8) weeks prior to galley
                                         supplier selection dates in Attachment A;



 


		(iv)	for
                                         seats, Customer provide to Boeing the definitive seat configuration requirements not
                                         later than eight (8) weeks prior to seat supplier selection dates in Attachment A.



 


		3.	Boeing
                                         Responsibilities.



 


		3.1	Supplier
                                         Selection



 


3.1.1           Bidder's
List. For information purposes, Boeing will submit to Customer a bidder's list of existing suppliers of seats and galleys
one hundred twenty (120) days prior to the supplier selection date(s) referred to in Paragraph 2 (i) above.


 


	XIA-PA-03807-LA-1301958	 
	Seller Purchased Equipment	Page 2


BOEING
PROPRIETARY


 


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


 




     


     


    

 


 


 


3.1.2      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 thirty (30) days of the selection date.


 


3.1.3      Bidders
Summary. Not later than fifteen (15) days prior to the supplier selection date(s), Boeing will submit to Customer a summary
of the bidders from which to choose a supplier for the galleys and seats. The summary is based on an evaluation of the bids submitted
using price, weight, warranty and schedule as the criteria.


 


		3.2	Additional
                                         Boeing responsibilities:



 


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



 


		(ii)	coordinating
                                         with the suppliers on technical issues;



 


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



 


		(iv)	for
                                         IFE/CCS providing Aircraft interface requirements to suppliers and assisting suppliers
                                         in the development of their IFE/CCS system specifications and approving such specifications;



 


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



 


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



 


		(vii)	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 shall be provided to Customer prior
                                         to delivery of the Aircraft.



 


		4.	IFE/CCS
                                         Software.



 


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


 


4.1           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.


 


4.2           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.


 


	XIA-PA-03807-LA-1301958	 
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PROPRIETARY


 


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


 


4.2.2     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.


 


4.2.3     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.


 


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


 


		5.	Price.



 


5.1       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.


 


5.2       Aircraft
Price. The Aircraft Price will be adjusted to reflect the actual costs charged to Boeing by the SPE suppliers and transportation
charges.


 


		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 shall 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 shall
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.



 


8.1           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 SPE 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:


 


	XIA-PA-03807-LA-1301958	 
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BOEING PROPRIETARY


 


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8.1.1        revise
the schedule delivery month of the Aircraft to accommodate the delay in delivery of the conforming SPE and base the calculation
of the Escalation Adjustment on such revised delivery month;


 


8.1.2        deliver
the Aircraft without installing the SPE;


 


8.1.3        substitute
a comparable part and invoice Customer for the cost; and


 


8.1.4        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 an SPE program milestones as established by Boeing and agreed to by the supplier and particularly with respect to late delivery
of such SPE.


 


8.2          Additionally,
if delivery of SPE seats does not support the delivery of the Aircraft in its scheduled delivery month, Customer agrees that:


 


8.2.1        Boeing
may elect to deliver the Aircraft and Customer will accept delivery of the Aircraft in the scheduled delivery month in a zero
occupancy configuration:


 


8.2.1.1           if
Boeing elects to deliver in a zero occupancy configuration, Boeing will provide Customer with a retrofit offer, including price
and schedule, for a service bulletin and remote certification in support of the post delivery installation of the seats; and


 


8.2.2           Boeing
may charge Customer for Boeing's additional costs attributable to, but not limited to, disruption costs associated with out of
sequence work by Boeing and any charges due to late delivery of such seats.


 


8.3          If
any issues arise as provided in Paragraph 8.1 or 8.2 above, Boeing will promptly notify Customer and work together in good faith
with Customer and Customer’s suppliers to explore possible solutions to help mitigate the impact to Customer of such issues.


 


		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.


 


	XIA-PA-03807-LA-1301958	 
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BOEING PROPRIETARY


 


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		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.


 


Very truly yours,


 


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


 


Attachment


 


	XIA-PA-03807-LA-1301958	 
	Seller Purchased Equipment	Page 6


BOEING PROPRIETARY


 


	""[***]"
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Attachment


 


		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:


 


 


	737-8 Aircraft (Table
    1)
	Item	 	Date
	Galley System	 	No later than 12 months prior to 1st delivery**
	Galley Inserts	 	No later than 12 months prior to 1st delivery**
	Seats (passenger)	 	No later than 14 months prior to 1st delivery**
	Overhead & Audio System	 	No later than 12 months prior to 1st delivery**
	In-Seat Video System	 	No later than 14 months prior to 1st delivery**
	Miscellaneous Emergency Equipment	 	No later than 12 months prior to 1st delivery**
	Cargo Handling Systems*	 	No later than 8 months prior to 1st delivery**


 


*For a new
certification, Customer will need to provide Supplier Selections two (2) months earlier than stated above.


 


**Actual supplier selection dates
will be provided when monthly delivery positions are confirmed.


 


	XIA-PA-03807-LA-1301958	 
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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


 





XIA-PA-03807-LA-1301959


 


Xiamen Airlines


22 Dailiao Road


Xiamen, Fujian Province, 361006


People’s Republic of China


 


		Subject:	Spare
                                         Parts Initial Provisioning



 


		Reference:	(a)          	Purchase
                                         Agreement No.PA-03807 (Purchase Agreement) between The Boeing Company (Boeing)
                                         and Xiamen Airlines (Customer) relating to Model 737-8 aircraft (Aircraft)



 


		b)	Customer
                                         Services General Terms Agreement No. XIA (CSGTA) between Boeing and Customer



 


This letter
agreement (Letter Agreement) is entered into on the date below and amends and supplements the CSGTA. All capitalized terms
used but not defined in this Letter Agreement have the same meaning as in the CSGTA, except for “Aircraft” which will
have the meaning as defined in the Purchase Agreement.


 


In order to
define the process by which Boeing and Customer will (i) identify those Spare Parts and Standards critical to Customer’s
successful introduction of the Aircraft into service and its continued operation; (ii) place Orders under the provisions
of the CSGTA as supplemented by the provisions of this Letter Agreement for those Spare Parts and Standards; and (iii) manage
the return of certain of those Spare Parts which Customer does not use, the parties agree as follows.


 


		1.	Definitions.



 


1.1           Provisioning
Data means the documentation provided by Boeing to Customer, including but not limited to the Recommended Spare Parts List
(RSPL), identifying all Boeing initial provisioning requirements for the Aircraft.


 


1.2           Provisioning
Items means the Spare Parts and Standards identified by Boeing as initial provisioning requirements in support of the Aircraft,
excluding special tools and ground support equipment (GSE), engines and engine parts.


 


1.3           Provisioning
Products Guide means the Boeing Manual D6-81834 entitled “Spares Provisioning Products Guide”.


 


BOEING PROPRIETARY


 


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


 




     


     


    

 


 


 


		2.	Phased
                                         Provisioning.



 


2.1           Provisioning
Products Guide. Prior to the initial provisioning meeting Boeing will furnish to Customer a copy of the Provisioning Products
Guide.


 


2.2           Initial
Provisioning Meeting. On or about twelve (12) months prior to delivery of the first Aircraft the parties will conduct
an initial provisioning meeting, as applicable, where the procedures, schedules, and requirements for training will be established
to accomplish phased provisioning of Spare Parts and Standards for the Aircraft in accordance with the Provisioning Products Guide.
If the lead time from execution of the Purchase Agreement until delivery of the first Aircraft is less than twelve (12) months,
the initial provisioning meeting will be established as soon as reasonably possible after execution of the Purchase
Agreement.


 


2.3           Provisioning
Data. During the initial provisioning meeting Customer will provide to Boeing the operational parameter information described
in Chapter 6 of the Provisioning Products Guide. After review and acceptance by Boeing of such Customer information, Boeing
will prepare the Provisioning Data. Such Provisioning Data will be furnished to Customer on or about ninety (90) days after
Boeing finalizes the engineering drawings for the Aircraft. The Provisioning Data will be as complete as possible and will cover
Provisioning Items selected by Boeing for review by Customer for initial provisioning of Spare Parts and Standards for the Aircraft.
Boeing will furnish to Customer revisions to the Provisioning Data until approximately ninety (90) days following delivery
of the last Aircraft or until the delivery configuration of each of the Aircraft is reflected in the Provisioning Data, whichever
is later.


 


2.4           Buyer
Furnished Equipment (BFE) Provisioning Data. Unless otherwise advised by Boeing, Customer will provide or insure its
BFE suppliers provide to Boeing the BFE data in scope and format acceptable to Boeing, in accordance with the schedule established
during the initial provisioning meeting.


 


		3.	Purchase
                                         from Boeing of Spare Parts and Standards as Initial Provisioning for the Aircraft.



 


3.1           Schedule.
In accordance with schedules established during the initial provisioning meeting, Customer may place Orders for Provisioning Items
and any GSE, special tools or engine spare parts which Customer determines it will initially require for maintenance, overhaul
and servicing of the Aircraft and/or engines.


 


3.2           Prices
of Initial Provisioning Spare Parts.


 


3.2.1           Boeing
Spare Parts. The Provisioning Data will set forth the prices for those Provisioning Items other than items listed in Article 3.3
below that are Boeing Spare Parts, and such prices will be firm and remain in effect for ninety (90) days from the date the
price is first quoted to Customer in the Provisioning Data.


 


3.2.2           Supplier
Spare Parts. Boeing will provide estimated prices in the Provisioning Data for Provisioning Items other than items listed
in Article 3.3 below that are Supplier Spare Parts. The price to Customer for any Supplier Spare Parts that are


 


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Provisioning
Items or for any items ordered for initial provisioning of GSE, special tools manufactured by suppliers, or engine spare parts
will be one hundred twelve percent (112%) of the supplier's list price for such items.


 


3.3           QEC
Kits, Standards Kits, Raw Material Kits, Bulk Materials Kits and Service Bulletin Kits. In accordance with schedules established
during the initial provisioning meeting, Boeing will furnish to Customer a listing of all components which could be included in
the quick engine change (QEC) kits, Standards kits, raw material kits, bulk materials kits and service bulletin kits which
may be purchased by Customer from Boeing. Customer will select, and provide to Boeing its desired content for the kits. Boeing
will furnish to Customer as soon as practicable thereafter a statement setting forth a firm price for such kits. Customer will
place Orders with Boeing for the kits in accordance with schedules established during the initial provisioning meeting.


 


		4.	Delivery.



 


For Spare Parts
and Standards ordered by Customer in accordance with Article3 of this Letter Agreement, Boeing will, insofar as reasonably possible,
deliver to Customer such Spare Parts and Standards on dates reasonably calculated to conform to Customer's anticipated needs in
view of the scheduled deliveries of the Aircraft. Customer and Boeing will agree upon the date to begin delivery of the provisioning
Spare Parts and Standards ordered in accordance with this Letter Agreement. Where appropriate, Boeing will arrange for shipment
of such Spare Parts and Standards which are manufactured by suppliers directly to Customer from the applicable supplier's facility.
The routing and method of shipment for initial deliveries and all subsequent deliveries of such Spare Parts and Standards will
be as established at the initial provisioning meeting and thereafter by mutual agreement.


 


		5.	Substitution
                                         for Obsolete Spare Parts.



 


5.1           Obligation
to Substitute Pre-Delivery. In the event that, prior to delivery of the first Aircraft, any Spare Part purchased by Customer
from Boeing in accordance with this Letter Agreement as initial provisioning for the Aircraft is rendered obsolete or unusable
due to the redesign of the Aircraft or of any accessory, equipment or part thereof (other than a redesign at Customer's request)
Boeing will deliver to Customer at no charge new and usable Spare Parts in substitution for such obsolete or unusable Spare Parts
and, upon such delivery, Customer will return the obsolete or unusable Spare Parts to Boeing.


 


5.2           Delivery
of Obsolete Spare Parts and Substitutes. Obsolete or unusable Spare Parts returned by Customer pursuant to this Article 5
will be delivered to Boeing at its Seattle Distribution Center or such other destination as Boeing may reasonably designate. Spare
Parts substituted for such returned obsolete or unusable Spare Parts will be delivered to Customer in accordance with the CSGTA.
Boeing will pay the freight charges for the shipment from Customer to Boeing of any such obsolete or unusable Spare Part and for
the shipment from Boeing to Customer of any such substitute Spare Part.


 


	XIA-PA-03807-LA-1301959	 
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BOEING PROPRIETARY


 


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		6.	Repurchase
                                         of Provisioning Items.



 


6.1           Obligation
to Repurchase. During a period commencing one (1) year after delivery of the first Aircraft and ending five (5)
years after such delivery, Boeing will, upon receipt of Customer's written request and subject to the exceptions in Article 6.2,
repurchase unused and undamaged Provisioning Items which were peculiar to the Aircraft as compared to the delivery configuration
of Model 737-8 aircraft previously purchased by Customer from Boeing and (i) were recommended by Boeing in the Provisioning
Data as initial provisioning for the Aircraft, (ii) were purchased by Customer from Boeing, and (iii) are surplus to
Customer's needs.


 


6.2           Exceptions.
Boeing will not be obligated under Article 6.1 to repurchase any of the following: (i) quantities of Provisioning Items in
excess of those quantities recommended by Boeing in the Provisioning Data for the Aircraft, (ii) QEC kits, bulk material
kits, raw material kits, service bulletin kits, Standards kits and components thereof (except those components listed separately
in the Provisioning Data), (iii) Provisioning Items for which an Order was received by Boeing more than five (5) months
after delivery of the last Aircraft under the Purchase Agreement, as it may be amended or supplemented, (iv) Provisioning
Items which have become obsolete or have been replaced by other Provisioning Items as a result of Customer's modification of the
Aircraft, and (v) Provisioning Items which become excess as a result of a change in Customer's operating parameters, as provided
to Boeing pursuant to the initial provisioning meeting and which were the basis of Boeing's initial provisioning recommendations
for the Aircraft.


 


6.3           Notification
and Format. Customer will notify Boeing, in writing when Customer desires to return Provisioning Items under the provisions
of this Article 6. Customer's notification will include a detailed summary, in part number sequence, of the Provisioning
Items Customer desires to return. Such summary will be in the form of listings, tapes, diskettes or other media as may be mutually
agreed between Boeing and Customer and will include part number, nomenclature, purchase order number, purchase order date and
quantity to be returned. Within five (5) business days after receipt of Customer's notification, Boeing will advise Customer
in writing when Boeing's review of such summary will be completed.


 


6.4           Review
and Acceptance by Boeing. Upon completion of Boeing's review of any detailed summary submitted by Customer pursuant to Article 6.3,
Boeing will issue to Customer a Material Return Authorization (MRA) for those Provisioning Items Boeing agrees are eligible
for repurchase in accordance with this Article 6. Boeing will advise Customer of the reason that any Provisioning Item included
in Customer's detailed summary is not eligible for return. Boeing's MRA will state the date by which Provisioning Items listed
in the MRA must be redelivered to Boeing, and Customer will arrange for shipment of such Provisioning Items accordingly.


 


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6.5           Price
and Payment. The price of each Provisioning Item repurchased by Boeing pursuant to this Article 6 will be an amount equal
to one hundred percent (100%) of the original invoice price thereof except that the repurchase price of Provisioning Items
purchased pursuant to Article 3.2.2 will not include Boeing's twelve percent (12%) handling charge. Boeing will pay
the repurchase price by issuing a credit memorandum in favor of Customer which may be applied against amounts due Boeing for the
purchase of Spare Parts or Standards.


 


6.6           Delivery
of Repurchased Provisioning Items. Provisioning Items repurchased by Boeing pursuant to this Article 6 will be delivered
to Boeing F.O.B. at its Seattle Distribution Center or such other destination as Boeing may reasonably designate.


 


		7.	Title
                                         and Risk of Loss.



 


Title and risk
of loss of any Spare Parts or Standards delivered to Customer by Boeing in accordance with this Letter Agreement will pass from
Boeing to Customer in accordance with the applicable provisions of the CSGTA. Title to and risk of loss of any Spare Parts or
Standards returned to Boeing by Customer in accordance with this Letter Agreement will pass to Boeing upon delivery of such Spare
Parts or Standards to Boeing in accordance with the provisions of Article 5.2 or Article 6.6, herein, as appropriate.


 


		8.	Termination
                                         for Excusable Delay.



 


In the event
of termination of the Purchase Agreement, as it may be amended or supplemented, pursuant to Article 7 of the AGTA with respect
to any Aircraft, such termination will, if Customer so requests by written notice received by Boeing [*******************] after
such termination, also discharge and terminate all obligations and liabilities of the parties as to any Spare Parts or Standards
which Customer had ordered pursuant to the provisions of this Letter Agreement as initial provisioning for such Aircraft and which
are undelivered on the date Boeing receives such written notice.


 


		9.	Order
                                         of Precedence.



 


In the event
of any inconsistency between the terms of this Letter Agreement and the terms of any other provisions of the CSGTA, the terms
of this Letter Agreement will control.


 


	XIA-PA-03807-LA-1301959	 
	Spare Parts Initial Provisioning	Page 5


BOEING
PROPRIETARY


 


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


 




     


     


    

 


 


 


Very truly yours,


 


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


 


	XIA-PA-03807-LA-1301959	 
	Spare Parts Initial Provisioning	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


 





XIA-PA-03807-LA-1301960


 


Xiamen Airlines


22 Dailiao Road


Xiamen, Fujian Province, 361006


People’s Republic of China


 


		Subject:	Special
                                         Matters



 


		Reference:	Purchase
                                         Agreement No. PA-03807 (Purchase Agreement) between The Boeing Company (Boeing)
                                         and Xiamen Airlines (Customer) relating to Model 737-8 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 [***************************** **************************************** **] upon delivery of each Aircraft, Boeing
will issue to Customer the following credit memoranda:


 


1.1           Basic
Credit Memorandum. A basic credit memorandum (Basic Credit Memorandum) in the amount of [************************************************************]


 


1.2           737
MAX Purchase Credit Memorandum. A 737 MAX purchase credit memorandum (737 MAX Purchase Credit Memorandum) in the amount
of [************************************************************]


 


1.3           First
China 737 MAX Customer Credit Memorandum. A first China 737 MAX customer credit memorandum (First China 737 MAX Customer
Credit Memorandum) in the amount of [************************************************************]


 


1.4           All
Boeing Fleet Customer Credit Memorandum. An all Boeing fleet customer credit memorandum (All Boeing Fleet Customer Credit
Memorandum) in the amount of [*******************************************************************************]


 


BOEING PROPRIETARY


 


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


 




     


     


    

 


 


 


		2.	Purchase
                                         Right Aircraft.



 


If
Customer exercises the right to make Purchase Right Aircraft firm 737-8 Aircraft as described in Letter Agreement XIA-PA-03807-LA-1301967,
Customer will receive the same deal protection on a percentage of the Airframe Price basis as the firm thirty nine (39) 737-8
Aircraft described in this Letter Agreement, except that Purchase Right Aircraft will use the then-current base year dollar amounts
for the Airframe Price and Optional Features prices. Boeing reserves the right to apply the protection described in Letter Agreement
XIA-PA-03807-LA-1301956 “Volume Agreement” to the Purchase Right Aircraft.


 


		3.	Escalation
                                         of Credit Memoranda.



 


Unless
otherwise noted, the credit memoranda amounts in Paragraphs 1.1 through 1.4 are in 2012 base year dollars and will be escalated
to the scheduled delivery month pursuant to the Airframe Escalation formula set forth in the Purchase Agreement applicable to
the respective Aircraft. Customer may apply the credit memoranda (i) against the Aircraft Price of the respective Aircraft
at the time of delivery; or (ii) against the purchase of other Boeing goods and services; but not for advance payments.


 


		4.	Currency.



 


All
monetary amounts shown in this Letter Agreement are in United States Dollars.


 


		5.	Assignment.



 


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


 


		6.	Confidentiality.



 


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


 





	XIA-PA-03807-LA-1301960	 
	Special Matters	Page 2







BOEING PROPRIETARY


 


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


 




     


     


    

 


 


 


Very truly yours,


 


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


 





	XIA-PA-03807-LA-1301960	 
	Special Matters	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










 


XIA-PA-03807-LA-1301961


 


Xiamen Airlines


Xiamen Airlines


22 Dailiao Road


Xiamen, Fujian Province, 361006


People’s Republic of China


 


		Subject:	Payment
                                         Matters



 


		Reference:	Purchase
                                         Agreement No. PA-03807 (Purchase Agreement) between The Boeing Company (Boeing)
                                         and Xiamen Airlines (Customer) relating to Model 737-8 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.	Advance
                                         Payment Schedule.



 


Notwithstanding
the Aircraft advance payment schedule provided in Table 1 of the Purchase Agreement, Boeing agrees Customer may pay, as an alternative
to the payment schedule in Table 1 of the Purchase Agreement, make advance payments according to the schedule immediately below
(Alternative Advance Payment Schedule) as further reflected in the attached Table 2 to this Letter Agreement. Customer
will notify Boeing no later than 30 days prior to the first delivered Aircraft’s 32 month payment due date confirming that
Customer elects to pay the Alternate Advance Payment Schedule for all Aircraft under the Purchase Agreement. In the absence of
such notice to elect the Alternative Advance Payment Schedule, Customer will make advance payments according to Table 1 of the
Purchase Agreement for all Aircraft under the Purchase Agreement.


 


	Month Prior to
    Delivery	 	Amount
    Due	 
	At definitive agreement (less deposits received)	 	 	[***]	 
	[*******************]	 	 	[***]	 
	[*******************]	 	 	[***]	 
	[*******************]	 	 	[***]	 
	Total	 	 	[***]	 



 


BOEING PROPRIETARY


 


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


 




     


     


    

 


 


 


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



 


It is understood
that Customer’s ability to make the initial [*******************] advance payments described in Article 4.2 of the Purchase
Agreement may be impacted due to monetary issues, therefore Boeing agrees that such advance payments due on the effective date
of the Purchase Agreement may be deferred without interest until [*****] days after the effective date of the Purchase Agreement;
by which time Customer will pay all such advance payments as being due on or before that date.


 


		3.	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. As a courtesy to assist Customer, Boeing will strive to provide Customer with
an invoice for advance payment due to Boeing [**************] prior to the date the payment is due.


 


		4.	Payment
                                         at Aircraft Delivery.



 


Pursuant to
Article 4.4 of the Purchase Agreement, Customer will pay the balance of the Aircraft Price of each Aircraft at delivery. Boeing
will provide the invoices for such payment approximately [**************] prior to Aircraft delivery.


 


		5.	Rescheduling
                                         of Aircraft.



 


Letter Agreement
XIA-PA-03807-LA-1301953 "Government Approval Matters" specifies the date by which government approval is to be obtained.
After Customer [************************] 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 [************************] advance notice of any such Aircraft rescheduling,
and will not reschedule such Aircraft if advance payments on all Aircraft are current prior to the expiration of such [************************]
notification period. Boeing will work with Customer in good faith to explore alternatives to such Aircraft rescheduling as may
be available.


 


		6.	Effect
                                         of Aircraft Rescheduling.



 


If Boeing reschedules
any or all of the Aircraft pursuant to the provisions of Paragraph 5 above, then Customer and Boeing will complete a Supplemental
Agreement to document the revised Aircraft delivery schedules within [************************] after [************************]
advance notice is given.


 





	XIA-PA-03807-LA-1301961	 
	Payment Matters	Page 2







BOEING PROPRIETARY


 


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


 




     


     


    

 


 


 


		7.	Confidential
                                         Treatment.



 


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


 


Very truly yours,


 


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


 


Attachment


 





	XIA-PA-03807-LA-1301961	 
	Payment Matters	Page 3





BOEING PROPRIETARY


 


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


 








     


     


    

 


 


Attachment
A to XIA-PA-03807-LA-1301961 "Payment Matters" Table 2


Purchase
Agreement No. PA-03807


Aircraft
Delivery, Description, Price and Advance Payments


 


	Airframe
    Model/MTOW:	737-8	173,000
    pounds	 	Configuration
    / Detail Specification:	D019A008
    Rev. C (3/15/2013)	4Q12
    External Fcst
	Engine
    Model/Thrust:	CFM-LEAP-1B	25,000
    pounds	 	Airframe
    Price Base Year/Escalation Formula:	[*******]	[*******]
	Airframe
    Price:	[*****]	 	Engine
    Price Base Year/Escalation Formula:	N/A	N/A
	Optional
    Features:	[*****]	 	 	 	 
	Sub-Total
    of Airframe and Features:	[*****]	 	Airframe
    Escalation Data:	 
	Engine
    Price (Per Aircraft):	[*****]	 	[******************************************]
	Aircraft
    Basic Price (Excluding BFE/SPE):	[*****]	 	 	 	 
	Buyer
    Furnished Equipment (BFE) Estimate:	[*****]	 	 	 	 
	Seller
    Purchased Equipment (SPE) Estimate:	[*****]	 	 	 	 
	Deposit
    per Aircraft:	[********]	 	

                                 
	 	 


 





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




 


	XIA-PA-03807_62345-1F	BOEING
    PROPRIETARY	
	 	 	Page 1 of 2





 


BOEING
PROPRIETARY


 


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


 




    	 



     


    

 


Attachment
A to XIA-PA-03807-LA-1301961 "Payment Matters" Table 2


Purchase
Agreement No. PA-03807


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	 	At
    Signing	 	[***]
    Mos.	 	[********]
    Mos.	 	Total
	 	 	Date	 	Aircraft	 	(Airframe)	 	 	 	 	 	Price
    Per A/P	 	[*********]	 	[***]	 	[**]	 	[***]
	 	 	[****]	 	[****]	 	[****]	 	 	 	 	 	[****]	 	[****]	 	[****]	 	[****]	 	[****]
	 	 	[****]	 	[****]	 	[****]	 	 	 	 	 	[****]	 	[****]	 	[****]	 	[****]	 	[****]
	 	 	[****]	 	[****]	 	[****]	 	 	 	 	 	[****]	 	[****]	 	[****]	 	[****]	 	[****]
	 	 	[****]	 	[****]	 	[****]	 	 	 	 	 	[****]	 	[****]	 	[****]	 	[****]	 	[****]
	 	 	[****]	 	[****]	 	[****]	 	 	 	 	 	[****]	 	[****]	 	[****]	 	[****]	 	[****]
	 	 	[****]	 	[****]	 	[****]	 	 	 	 	 	[****]	 	[****]	 	[****]	 	[****]	 	[****]
	 	 	Total:	 	[*****]	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 


 





	Note 1:	Advance Payment
    Base Prices calculated using 737-8 Airframe Price and average optional features escalated three (3%) percent per year.
	Note 2:	Delivery
        Dates marked with an asterisk (*) are substituted from Model 737-800 aircraft under Purchase Agreement No. 3757



 


	XIA-PA-03807_62345-1F	BOEING
    PROPRIETARY	 
	 	 	Page 2 of 2





 


BOEING
PROPRIETARY


 


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


 




    	 



     


    

 


 


 


XIA-PA-03807-LA-1301962


 


Xiamen
Airlines


22
Dailiao Road


Xiamen,
Fujian Province, 361006


People’s
Republic of China


 


		Subject:	Aircraft
                                         Performance Guarantees



 


		Reference:	Purchase
                                         Agreement No. PA-03807 (Purchase Agreement) between The Boeing Company (Boeing)
                                         and Xiamen Airlines (Customer) relating to Model 737-8 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.


 


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


 


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


 


		2.	Confidential
                                         Treatment.



 


Boeing
and Customer understand that certain information contained in this Letter Agreement is considered to be confidential. The parties
agree that they will treat this Letter Agreement and the information contained herein as confidential and will not, without the
prior written consent of the other party, disclose this Letter Agreement or any information contained herein to any other person
or entity except, (1) to those of their respective legal counsel, auditors, accountants, insurance brokers and other advisers
who have a need to know the information for purposes of interpreting Customer's rights or interpreting or performing Customer's
obligations under the Purchase Agreement, subject to such parties' written agreements that they will treat the information as
confidential, (2) to a bank for the sole purpose of financing of the purchase of such Aircraft and subject to such bank's
written agreement that it will treat the information as confidential, (3) as required by the rules of any stock market applicable
to the parties on condition that the party wishing to make such disclosure


 


BOEING
PROPRIETARY


 


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


 




    	 



     


    

 


 


 


shall
first use reasonable efforts to seek relief from the risk of disclosure to competitors or others with whom either of the parties
has business relations of information which might be detrimental to the interest of either of the parties, or (4) as may
be required by applicable law.


 


Very
truly yours,


 


	THE BOEING COMPANY	 
	 	 	 
	By	 	 
	 	 	 
	Its	Attorney-In-Fact	 


 


	ACCEPTED AND AGREED TO this	 
	 	 	 
	Date:	                        	 


 


	XIAMEN AIRLINES	 
	 	 	 
	By	              	 
	 	 
	Its	 	 


 


Attachment


 


	XIA-PA-03807-LA-1301962	 
	Aircraft Performance Guarantees	Page 2







BOEING
PROPRIETARY


 


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


 




    	 



     


    

 


Attachment
to Letter Agreement


No.
XIA-PA-03807-LA-1301962


[***]



Page 1


 


MODEL
737-8 PERFORMANCE GUARANTEES FOR XIAMEN AIRLINES


 


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


 





	P.A. No. 03807	 
	[***]	[***]





BOEING
PROPRIETARY


 


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


 




    	 



     


    

 


Attachment
to Letter Agreement


No.
XIA-PA-03807-LA-1301962


[***]
Page 2 


 


		1	AIRCRAFT
                                         MODEL APPLICABILITY



 


The
guarantees contained in this Attachment (the "Performance Guarantees") are applicable to the 737-8 Aircraft with a maximum
takeoff weight of [***] pounds, a maximum landing weight of [***] pounds, and a maximum zero fuel weight of [***] pounds, and
equipped with Boeing furnished [***].


 


		2	FLIGHT
                                         PERFORMANCE



 


		2.1	Takeoff



 


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


 


	NOMINAL:	[***] Feet
	TOLERANCE:	[***] Feet
	GUARANTEE:	[***] Feet


 


		2.2	Landing



 


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


 


	NOMINAL:	[***] Feet
	TOLERANCE:	[***] Feet
	GUARANTEE:	[***] Feet


 


		2.3	Mission



 


		2.3.1	Mission
                                         Payload



 


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


 


	NOMINAL:	[***] 	Pounds
	TOLERANCE:	[***]	Pounds
	GUARANTEE:	[***]	Pounds


 


Conditions
and operating rules:




 








	P.A. No. 03807	 
	[***]	[***]





BOEING
PROPRIETARY


 


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


 




    	 



     


    

 


Attachment
to Letter Agreement


No.
XIA-PA-03807-LA-1301962


[***]
Page 3


 


	Stage Length:	The stage length is defined
    as the sum of the distances for the climbout maneuver, climb, cruise, and descent.
	 	 
	Takeoff:	The
        airport altitude is [***] feet.

        The
        airport temperature is [***]°C.

        The
        runway length is [***] feet.

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

         

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



 


	 	 	Distance	Height
	 	1.	[***] feet	[***] feet


 


	 	Maximum
                           takeoff thrust is used for the takeoff.

         

        The
        takeoff gross weight shall conform to FAA Regulations.

	 	 
	Climbout Maneuver:	Following the takeoff to [***] feet, the Aircraft
    accelerates to [***] while climbing to [***] feet above the departure airport altitude and retracting flaps and landing gear.
	 	 
	Climb:	The
        Aircraft climbs from [***] feet above the departure airport altitude to [***] feet altitude at [***].

         

        The
        Aircraft then accelerates at a rate of climb of [***] feet per minute to a climb speed of [***].

         

        The
        climb continues at [***] until [***] Mach number is reached.

         

        The
        climb continues at [***] Mach number to the initial cruise altitude.

         

        The
        temperature is [***]°C during climb.



 


	P.A. No. 03807	 
	[***]	[***]





 


BOEING
PROPRIETARY


 


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


 




    	 



     


    

 


Attachment
to Letter Agreement


No.
XIA-PA-03807-LA-1301962


[***]
Page 4 


 


	 	Maximum climb thrust is used
    during climb.
	 	 
	Cruise:	The
        Aircraft cruises at [***] Mach number.

        The
        cruise altitude is [***] feet.

         

        The
        temperature is [***]°C during cruise.

         

        The
        cruise thrust is not to exceed [***] thrust except during a [***] when [***] may be used.

	 	 
	Descent:	The
        Aircraft descends from the final cruise altitude at [***] to an altitude of [***] feet above the destination airport altitude.

         

        Throughout
        the descent, the cabin pressure will be controlled to a maximum rate of descent equivalent to [***].

         

        The
        temperature is [***]°C during descent.

	 	 
	Approach and Landing
    Maneuver:	The
        Aircraft [***].

        The
        destination airport altitude is [***] feet.

	 	 
	Fixed Allowances:	For the purpose of this guarantee and for the purpose
    of establishing compliance with this guarantee, the following shall be used as fixed quantities and allowances:


 


	 	Taxi-Out:
	 	Fuel	247 Pounds
	 	 	 
	 	Takeoff and Climbout Maneuver:
	 	Fuel	472 Pounds
	 	Distance	4.1 Nautical Miles
	 	 	 
	 	Approach and Landing Maneuver:
	 	Fuel	189 Pounds


 


	P.A. No. 03807	 
	[***]	[***]





 


BOEING
PROPRIETARY


 


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


 




    	 



     


    

 


Attachment
to Letter Agreement


No.
XIA-PA-03807-LA-1301962


[***]
Page 5 


 


	 	Taxi-In (shall be consumed from the
    reserve fuel):
	 	Fuel	148 Pounds


 


	 	Usable
                           reserve fuel remaining upon completion of the approach and landing maneuver: [***] Pounds

         

        For
        information purposes, the reserve fuel is based on a

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

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

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

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

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

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

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

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

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

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

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

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



 


		2.3.2	Mission
                                         Block Fuel



 


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


 


	NOMINAL:	[***] Pounds
	TOLERANCE:	[***] Pounds
	GUARANTEE:	[***] Pounds


 


Conditions
and operating rules:


 


	Stage Length:	The stage length is defined
    as the [***************************************************

    ************].
	 	 
	Block Fuel:	The block fuel is defined as the

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

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

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


 


	P.A. No. 03807	 
	[***]	[***]





 


BOEING
PROPRIETARY


 


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


 




    	 



     


    

 


Attachment
to Letter Agreement


No.
XIA-PA-03807-LA-1301962


[***]
Page 6


 


	Takeoff:	The
                           airport altitude is [***] feet.

         

        The
        airport temperature is [***] °C. The runway length is [***] feet.

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

         

        The
        following obstacle definition is [***************************************************

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

        ****************]:



 


	 	 	Distance	Height
	 	1.	[***] feet	[***] feet


 


	 	[***]
                           thrust is used for the takeoff.

        The
        takeoff gross weight shall conform to FAA Regulations.

	 	 
	Climbout Maneuver:	Following the takeoff to

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

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

    **************************].
	 	 
	Climb:	The
        Aircraft climbs from

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

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

        ********].

         

        The
        Aircraft then

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

        ******].

         

        The
        climb continues [************************************].

         

        The
        climb continues [**********************************].

         

        The
        temperature is [***] °C during climb.

        [***]
        thrust is used during climb.

	 	 
	Cruise:	The Aircraft cruises at [***].


 


	P.A. No. 03807	 
	[***]	[***]





 


BOEING
PROPRIETARY


 


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


 




    	 



     


    

 


Attachment
to Letter Agreement


No.
XIA-PA-03807-LA-1301962


[***]
Page 7


 


	 	The
                           cruise altitude is [***] feet.

         

        The
        temperature is [***] °C during cruise.

         

        The
        cruise thrust is [***************************************************

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

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

	 	 
	Descent:	The
        Aircraft [****************************************

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

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

        Throughout
        the descent, the cabin pressure is 

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

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

         

        The
        temperature is [***] °C during descent.

	 	 
	Approach and Landing
    Maneuver:	The
        Aircraft decelerates to [***************************************************

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

         

        The
        destination airport altitude is [***] feet.

	 	 
	Fixed Allowances:	For the purpose of this guarantee and for the purpose
    of establishing compliance with this guarantee, the following shall be used as fixed quantities and allowances:


 


	 	Taxi-Out:
	 	Fuel	222 Pounds
	 	 	 
	 	Takeoff and Climbout Maneuver:
	 	Fuel	440 Pounds
	 	Distance	3.8 Nautical Miles
	 	 	 
	 	Approach and Landing Maneuver:
	 	Fuel	189 Pounds
	 	 	 
	 	Taxi-In (shall be consumed from the
    reserve fuel):
	 	Fuel	124 Pounds


 


	P.A. No. 03807	 
	[***]	[***]





 


BOEING
PROPRIETARY


 


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


 




    	 



     


    

 


Attachment
to Letter Agreement


No.
XIA-PA-03807-LA-1301962


[***]
Page 8 


 


	 	Usable
                           reserve fuel remaining upon completion of the approach and landing maneuver: [***] Pounds

         

        For
        information purposes, the reserve fuel is [**************************************************

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

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

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

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

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

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

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

        ******].



 


		2.3.3	Operational
                                         Empty Weight Basis



 


The
Operational Empty Weight (OEW) derived in Paragraph 2.3.4 is the basis for the mission guarantees of Paragraphs 2.3.1 and 2.3.2




 


	P.A. No. 03807	 
	[***]	[***]





 


BOEING
PROPRIETARY


 


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


 




    	 



     


    

 


Attachment
to Letter Agreement


No.
XIA-PA-03807-LA-1301962


[***]
Page 9 


 


		2.3.4	737-8
                                         Weight Summary - Xiamen Airlines



 


	 	Pounds
	 	 
	Standard
    Model Specification MEW	[***]
	 	 
	Configuration Specification
    [***]	 
	[***][***]	 
	[***] [***]	 
	[***] lb ([***] kg) [***]
	 
	 	 
	Changes for Xiamen Airlines	 
	[***] 	 
	([***])
        [***]

        [***]
	[***]

        [***]

	[***]	[***]
	[***]	[***]
	[***]	[***]
	[***]	[***]
	[***]	[***]
	[***]	[***]
	[***]	[***]
	 	 
	Xiamen
    Airlines Manufacturer's Empty Weight (MEW)	[***]
	 	 
	Standard
    and Operational Items Allowance (Paragraph 2.3.5)	[***]
	 	 
	Xiamen
    Airlines Operational Empty Weight (OEW)	[***]


 


	 	 	Quantity	 	Pounds	 	Pounds
	* Seat Weight Included:	 	 	 	 	 	[***]
	[***]	 	[***]	 	[***]	 	 
	[***]	 	[***]	 	[***]	 	 
	[***]	 	[***]	 	[***]	 	 


 


	P.A. No. 03807	 
	[***]	[***]





 


BOEING
PROPRIETARY


 


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


 




    	 



     


    

 


Attachment
to Letter Agreement


No.
XIA-PA-03807-LA-1301962


[***]
Page 10 


 


		2.3.5	Standard
                                         and Operational Items Allowance



 


	 	 	Qty	 	Pounds	 	Pounds	 	Pounds
	Standard Items Allowance	 	 	 	 	 	 	 	[***]
	 	 	 	 	 	 	 	 	 
	[***]	 	 	 	 	 	[***]	 	 
	[***]	 	 	 	 	 	[***]	 	 
	[***]	 	[***]	 	[***]	 	[***]	 	 
	 	 	 	 	 	 	 	 	 
	[***]	 	[***]	 	[***]	 	 	 	 
	[***]	 	 	 	 	 	[***]	 	 
	[***]	 	[***]	 	 	 	 	 	 
	[***]	 	[***]	 	[***]	 	 	 	 
	[***]	 	[***]	 	[***]	 	 	 	 
	[***]	 	[***]	 	[***]	 	[***]	 	 
	[***]	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	Operational Items Allowance	 	 	 	 	 	 	 	[***]
	 	 	 	 	 	 	 	 	 
	[***]	 	 	 	[***]	 	[***]	 	 
	[***]	 	[***]	 	 	 	 	 	 
	[***]	 	[***]	 	[***]	 	 	 	 
	[***]	 	[***]	 	[***]	 	 	 	 
	[***]	 	 	 	[***]	 	[***]	 	 
	[***]	 	[***]	 	 	 	 	 	 
	[***]	 	[***]	 	[***]	 	 	 	 
	[***]	 	[***]	 	[***]	 	 	 	 
	[***]	 	[***]	 	[***]	 	 	 	 
	[***]	 	[***]	 	 	 	[***]	 	 
	[***]	 	 	 	 	 	[***]	 	 
	[***]	 	 	 	 	 	[***]	 	 
	[***]	 	 	 	 	 	[***]	 	 
	[***]	 	[***]	 	[***]	 	 	 	 
	[***]	 	[***]	 	[***]	 	 	 	 
	[***]	 	[***]	 	[***]	 	 	 	 
	[***]	 	[***]	 	[***]	 	 	 	 
	[***]	 	[***]	 	[***]	 	 	 	 
	 	 	 	 	 	 	 	 	 
	Total Standard and Operational
    Items Allowance	 	 	 	 	 	 	 	[***]


 


	P.A. No. 03807	 
	[***]	[***]



 


BOEING
PROPRIETARY


 






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


 




    	 



     


    

 


Attachment
to Letter Agreement


No.
XIA-PA-03807-LA-1301962


[***]
Page 11 


 


		3	AIRCRAFT
                                         CONFIGURATION



 


		3.1	The
                                         guarantees contained in this Attachment are based on the Aircraft configuration as defined
                                         in the original release of [***] (hereinafter referred to as the [***]). Appropriate
                                         adjustment shall be made for changes in such [***] approved by the Customer and Boeing
                                         or otherwise allowed by the Purchase Agreement which cause changes to the flight performance
                                         and/or weight and balance of the Aircraft. Such adjustment shall be accounted for by
                                         Boeing in its evidence of compliance with the guarantees.



 


		3.2	The
                                         guarantee payload of Paragraph 2.3.1 and the specified payload of the Paragraph 2.3.2
                                         block fuel guarantee will be adjusted by Boeing for [***]:



 


(1)   [********************************************************************************

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

******].


 


(2)   [********************************************************************************

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


 


		4	GUARANTEE
                                         CONDITIONS



 


		4.1	All
                                         guaranteed performance data are based on the [****************************] and specified
                                         variations therefrom; [**********************].



 


		4.2	For
                                         the purposes of these 737-8 guarantees the Federal Aviation Administration (FAA) regulations
                                         referred to in this Attachment are, unless otherwise specified, the [*********************************************************

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



 


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



 


	P.A. No. 03807	 
	[***]	[***]



 


BOEING
PROPRIETARY



 





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


 




    	 



     


    

 


Attachment
to Letter Agreement


No.
XIA-PA-03807-LA-1301962


Page
12


 


		4.4	The
                                         takeoff and landing guarantees, and the takeoff portion of the mission guarantees are
                                         based on hard surface, level and dry runways with no wind or obstacles, no clearway or
                                         stopway, 225 mph tires, with Category B 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 engine bleed for normal operation of the air conditioning
                                         with thermal anti icing turned off and the Auxiliary Power Unit (APU) turned off unless
                                         otherwise specified. Unbalanced field length calculations and the improved climb performance
                                         procedure will be used for takeoff as required. The landing performance is based on the
                                         use of automatic spoilers.



 


		4.5	The
                                         climb, cruise and descent portions of the mission guarantees include allowances for normal
                                         power extraction and engine bleed for normal operation of the air conditioning system.
                                         The digital bleed is set for the Customer interior in Paragraph 2.3.4. No bleed or power
                                         extraction for thermal anti-icing is provided unless otherwise specified. The APU is
                                         turned off unless otherwise specified.



 


		4.6	The
                                         climb, cruise and descent portions of the mission guarantees are based on [**********************************

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

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



 


		4.7	Performance,
                                         where applicable, is based on [*************************************************************

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



 


		5	GUARANTEE
                                         COMPLIANCE



 


		5.1	Compliance
                                         with the guarantees of Section 2 shall be based on [********************************************

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



 


		5.2	Compliance
                                         with the takeoff and landing guarantees and the takeoff portion of the mission guarantee
                                         shall be based on [********************************************************].



 


		5.3	Compliance
                                         with the climb, cruise and descent portions of the mission guarantees shall be established
                                         by [*********************************************************************************

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



 


	P.A.
    No. 03807	 
	[***]	[***]


 


BOEING
                                         PROPRIETARY


 




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


 




    	 



     


    

 


Attachment
to Letter Agreement


No.
XIA-PA-03807-LA-1301962



 


[***]
Page 13







 


		5.4	The
                                         OEW used for compliance with the mission guarantees shall be [***********************************

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

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



 


		5.5	The
                                         data derived from tests shall be adjusted as required by [**********************************************

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

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



 


		5.6	Compliance
                                         shall be based on [******************************************************************

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

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



 


		6	EXCLUSIVE
                                         GUARANTEES



 


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


 





	P.A.
    No. 03807	 
	[***]	[***]


 


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

		 


XIA-PA-03807-LA-1301963


 


Xiamen
Airlines


22
Dailiao Road


Xiamen,
Fujian Province, 361006


People’s
Republic of China


 


		Subject:	Performance
                                         Guarantee Remedies



 


		Reference:	Purchase
                                         Agreement No. PA-03807 (Purchase
                                         Agreement) between The Boeing Company (Boeing)
                                         and Xiamen Airlines (Customer) relating
                                         to Model 737-8 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.


 


The
Attachment to Letter Agreement No. XIA-PA-03807-LA-1301962 contains performance guarantees for the Aircraft (Performance
Guarantees).


 


1.             Block
Fuel Commitment


 


Section
2.3.2 of the Performance Guarantees contains the block fuel commitment (BFC) for the Aircraft. The BFC for the Aircraft is based
on the assumptions, conditions and operating rules described in the Performance Guarantees.


 


1.1           Compliance
with the Block Fuel Commitment. Boeing will determine compliance with the BFC as described in Section 5 of the Performance
Guarantees. Such determination will be based on Customer’s first Aircraft and engineering interpretations and calculations
pursuant to Article 5.4 of the AGTA (BF
Standard Method of Compliance). Boeing will provide a compliance report using the BF Standard
Method of Compliance (BF Compliance Report) to Customer at the time of delivery
of Customer’s first Aircraft. The BF Compliance Report will contain the demonstrated block fuel (DBF)
for the Aircraft. Deviation from the BFC will be calculated using the following formula:


 


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


 


Boeing
will provide a BF Compliance Report, as required, for subsequently delivered Aircraft in the event such Aircraft fails to meet
the applicable BFC.


 


1.2           Block
Fuel Remedies. If the BFD for Customer's first Aircraft is less than or equal to [****], then all Aircraft will be deemed
to comply with the BFC and no remedy 


 


BOEING
PROPRIETARY


 


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


 




    	 



     


    

 


 


 


will
be required. However, if the BFD for Customer's first Aircraft is greater than [****], then Boeing will provide Customer the following
remedies:


 


1.2.1       Within
[*******] from the delivery of the Aircraft, Boeing or the engine manufacturer may design airframe improvement parts or engine
improvement parts (Block Fuel Improvement Parts) which, when installed on such Aircraft, would reduce or eliminate the BFD.


 


		(i)	Block
                                         Fuel Improvement Parts may include, but are not limited to, the following: [*******************************]



 


		(ii)	If
                                         Boeing elects to provide, or to cause to be provided, Block Fuel Improvement Parts for
                                         such Aircraft, then Customer and Boeing will mutually agree upon the details of a Block
                                         Fuel Improvement Parts program. Block Fuel Improvement Parts will be provided at no charge
                                         to Customer at a location to be mutually agreed. Boeing or the engine manufacturer, as
                                         applicable, will provide reasonable support for a Block Fuel Improvement Parts program
                                         at no charge to Customer.



 


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



 


		(iv)	Boeing
                                         will provide or will cause the engine manufacturer to provide reimbursement of Customer's
                                         reasonable Direct Labor and Direct Material costs to install Block Fuel Improvement Parts
                                         at the [*******] labor rate in effect at the time of installation between Boeing and
                                         Customer or the engine manufacturer and Customer, as applicable. [******************************************].
                                         Boeing or the engine manufacturer, as applicable, will give Customer reasonable advance
                                         written notice of the estimated on-dock date at Customer'smaintenance base for any
                                         such Block Fuel Improvement Parts.



 


1.2.2       If
after [*********] from delivery of each Aircraft, Boeing or the engine manufacturer has not eliminated the applicable BFD by providing
Block Fuel Improvement Parts in accordance with Paragraph 1.2.1 above and, if Block Fuel Improvement Parts have been provided,
Customer has elected not to install such Block


 


	XIA-PA-03807-LA-1301963	 
	Performance
    Guarantee Remedies	Page
    2


 


BOEING
PROPRIETARY


 


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


 




    	 



     


    

 


 


 


Fuel
Improvement Parts in accordance with Paragraph 1.2.1 above, then Boeing will issue to Customer a Fuel Bum Credit Memorandum (FBCM).
The amount of the FBCM will be calculated using the following formula:


 


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


 


The
BFD used to calculate the FBCM will be adjusted for the availability of fuel bum improvement resulting from the development of
Block Fuel Improvement Parts as described in Paragraph 1.2.1 above. Customer can request that the FBCM be issued as cash or goods
and services. The amount of the FBCM issued for each Aircraft will not exceed the aggregate sum of [**********************].


 


1.3          Applicability
of Block Fuel Remedies.


 


1.3.1        If
an applicable BFD exists at the delivery of the Customer’s first Aircraft, then Boeing will provide the remedies described
in Paragraph 1.2 above for the first Aircraft and for each subsequent Aircraft delivered to Customer until such time as Boeing
improves the fuel burn performance for the model 737-8 aircraft to reduce or eliminate the BFD.


 


1.3.2        If
Boeing improves the fuel burn performance to reduce or eliminate a BFD, then Boeing will calculate the amount of performance improvement
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 data furnished pursuant to Article 5.4 of the AGTA and data
furnished pursuant to this Paragraph 1.3.2 in accordance with Boeing’s Standard Method of Compliance.


 


1.3.3        Following
Boeing’s completion of the analysis described in Paragraph 1.3.2 above, Boeing will provide Customer with a new BF Compliance
Report. Such new BF Compliance Report will be applicable to any undelivered Aircraft. If the new BF Compliance Report still shows
a BFD, then the remedies contained in Paragraph 1.2 above will apply to the undelivered Aircraft until Boeing may further improve
the fuel burn performance. If the new BF Compliance Report shows no remaining BFD then no further remedy will be due to Customer
for any undelivered Aircraft.


 


2.             Mission
Payload Commitment.


 


Section
2.3.1 of the Performance Guarantees contains the mission payload commitment (MPC)
for the Aircraft. The MPC is based on the assumptions, conditions, and operating rules described in the Performance Guarantees.


 


Compliance
with the Mission Payload Commitment. Boeing will determine compliance with the Mission Payload Commitment as described in
Section 5 of the Performance Guarantees and based on Customer’s first Aircraft, and engineering interpretations and calculations
pursuant to Article 5.4 of the AGTA (MP
Standard Method of Compliance). Boeing will provide a compliance report using the MP 


 


	XIA-PA-03807-LA-1301963	 
	Performance
    Guarantee Remedies	Page
    3


 


BOEING
PROPRIETARY


 


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


 




    	 



     


    

 


 


 


Standard
Method of Compliance (MP Compliance Report) to Customer
at the time of delivery of Customer’s first Aircraft. The MP Compliance Report contains the demonstrated mission payload
(DMP) for the MPC. Deviation from the MPC will be calculated using the following
formula:


 


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


 


Boeing
will provide a MP Compliance Report, as required, for subsequently delivered Aircraft in the event such Aircraft fails to meet
the applicable MPC.


 


2.1           Mission
Payload Remedies. If the MPD for Customer’s first Aircraft is less than or equal to [*******], then all Aircraft will
be deemed to comply with the MPC and no remedy will be required. However, if the MP Compliance Report shows an MPD greater than
or equal to [*******], then Boeing will provide Customer with the following remedies:


 


2.1.1      Within
[*******] from the delivery of the Aircraft, Boeing or the engine manufacturer may design airframe improvement parts and/or engine
improvement parts (Mission
Payload Improvement Parts) which, when installed on such Aircraft, would reduce or eliminate
the MPD.


 


		(i)	Mission
                                         Payload Improvement Parts may include, but are not limited to, the following: [**********************************].



 


		(ii)	If
                                         Boeing elects to provide, or to cause to be provided by the engine manufacturer, Mission
                                         Payload Improvement Parts for such Aircraft, then Customer and Boeing will mutually agree
                                         upon the details of a Mission Payload Improvement Parts program. Mission Payload Improvement
                                         Parts will be provided at no charge to Customer at a location to be mutually agreed.
                                         Boeing or the engine manufacturer, as applicable, will provide reasonable support for
                                         a program at no charge to Customer.



 


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



 


		(iv)	Boeing
                                         will provide or will cause the engine manufacturer to provide reimbursement of Customer’s
                                         reasonable Direct Labor and Direct Material costs to install Mission Payload Improvement
                                         Parts at the warranty labor rate in effect at the time of installation between



 


	XIA-PA-03807-LA-1301963	 
	Performance
    Guarantee Remedies	Page
    4


 


BOEING
PROPRIETARY


 


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


 




    	 



     


    

 


 


 





			Boeing
                                         and Customer or the engine manufacturer and Customer, as applicable. [**********************************].
                                         Boeing or the engine manufacturer, as applicable, will give Customer reasonable advance
                                         written notice of the estimated on-dock date at Customer’s maintenance base for
                                         any such Mission Payload Improvement Parts.


 


2.1.2       If
after [*******] from delivery of each Aircraft, Boeing or the engine manufacturer has not
fully cured the MPD by providing Mission Payload Improvement Parts in accordance with Paragraph 2.1.1 above, then Boeing will
issue to Customer a Mission Payload Credit Memorandum (MPCM).
The amount of the MPCM will be calculated using the following formula:


 


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


The
MPD used to calculate the MPCM will be adjusted for the availability of mission payload improvement resulting from the development
of Mission Payload Improvement Parts as described in Paragraph 2.1.1. Issuance of an MPCM for any Aircraft is subject to the limitation
of Paragraph 2.2 below. Customer may request that the MPCM be issued as cash or goods and services. The amount of the MPCM issued
for each Aircraft will not exceed [****************************].


 


2.2           Applicability
of Mission Payload Remedies.


 


2.2.1       If
an MPD exists at the time of delivery of the first Aircraft, then Boeing will provide the remedies described in Paragraph 2.1
above for the first Aircraft and for each subsequent Aircraft delivered to Customer until such time as Boeing improves the mission
payload performance to reduce or eliminate the MPD.


 


2.2.2       If
Boeing improves the mission payload performance to reduce or eliminate an MPD, then Boeing will calculate the amount of performance
improvement 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 data furnished pursuant to Article 5.4 of the
AGTA and data furnished pursuant to this Paragraph 2.2.2 in accordance with Boeing’s Standard Method of Compliance.


 


2.3           Following
Boeing’s completion of the analysis described in Paragraph 2.2.2 above, Boeing will provide Customer with a new MP Compliance
Report. Such new MP Compliance Report will be applicable to any Aircraft yet to be delivered to Customer. If the new MP Compliance
Report shows that an MPD still exists, then the remedies contained in Paragraph 2.1 above will apply to the undelivered Aircraft
until such time as Boeing may further improve the mission payload performance. If the new MP Compliance Report shows no MPD, then
no remedy will be due to Customer for undelivered Aircraft.


 


	XIA-PA-03807-LA-1301963	 
	Performance
    Guarantee Remedies	Page
    5


 


BOEING
PROPRIETARY


 


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


 




    	 



     


    

 


 


 


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



 


In
the event of a compliance deviation for any Aircraft, at the time Boeing tenders that Aircraft for delivery, Boeing will provide
the applicable remedies set forth in Paragraph 1 and 2. Customer cannot refuse to accept delivery of such Aircraft because of
such compliance deviation.


 


		4.	Duplication
                                         of Benefits.



 


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


 


		5.	Exclusive
                                         Remedy.



 


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


 


		6.	Assignment.



 


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


 


		7.	Confidential
                                         Treatment.



 


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


 


	XIA-PA-03807-LA-1301963	 
	Performance
    Guarantee Remedies	Page
    6


 


BOEING
PROPRIETARY


 


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


 




    	 



     


    

 


 


 


Very
truly yours,


 


	THE
    BOEING COMPANY	 
	 	 	 
	By	 	 
	 	 	 
	Its	Attorney-In-Fact	 


 


	ACCEPTED
    AND AGREED TO this	 
	 	 	 
	Date:	                                     	 


 


	XIAMEN
    AIRLINES	 
	 	 	 
	By	 	 
	 	 	 
	Its	                       	 


 


	XIA-PA-03807-LA-1301963	 
	Performance
    Guarantee Remedies	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

		 


XIA-PA-03807-LA-1301964


 


Xiamen
Airlines


22
Dailiao Road


Xiamen,
Fujian Province, 361006


People’s
Republic of China


 


		Subject:	Agreement
                                         for Delivery Flight Fuel Mileage Verification



 


		Reference:	a)
                                            Purchase Agreement No. PA-03807 (Purchase
                                         Agreement) between The Boeing Company (Boeing)
                                         and Xiamen Airlines (Customer) relating
                                         to Model 737-8 aircraft (Aircraft)



 


b)   Attachment
to Aero-B-BBA6-M13-0551, “The determination of cruise fuel mileage by flight testing Boeing commercial production airplanes”,
dated TBD.


 


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.


 


In
this offer, the term “Aircraft”
means the first Boeing model 737-8 aircraft delivered to Customer under the Purchase Agreement.


 


1.             Delivery
Flight Performance Evaluation Program.


 


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


 


1.1          Statement
of Work.


 


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


 


1.1.2       Boeing
will record and analyze Evaluation Data in accordance with the normal engineering practices as detailed in Reference b) and as
may be revised by Boeing from time to time.


 


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


 


BOEING
PROPRIETARY


 


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


 




    	 



     


    

 


 


 


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


 


1.1.3      The
Boeing Employees, working with Customer’s flight crew, will seek to obtain a minimum of four (4) Mach number conditions
at three (3) representative cruise W/deltas subject to air traffic control and operational restrictions. Boeing understands that
Customer’s flight plan will take precedence over the collection of data by Boeing Employees. The performance level will
be established using the procedure documented above in Paragraph 1.1.2.


 


1.1.4      Upon
Customer’s request the Boeing Employees will meet with Customer and provide Customer with a preliminary report of the analysis
of the Evaluation Data within forty-eight (48) hours following the delivery flight.


 


1.1.5      As
soon as practicable, but not more than thirty (30) days following the delivery flight of the Aircraft, Boeing will provide to
Customer a final written report for the Aircraft delivery flight, containing a detailed analysis of Evaluation Data.


 


1.2          Customer
Responsibilities. Customer will ensure that the Boeing Employees have the needed access to the flight deck prior to and during
the delivery flight and that the customer’s operating crew is briefed on the nature and scope of the Boeing Employees’
responsibilities and methods. The customer is also responsible for acquiring regulatory authority approval for delivery flight
use of the laptop computer-based RETINA data acquisition system. Up to two (2) of Customer’s personnel (including at least
one performance engineer) may be aboard such flight as witnesses.


 


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


 


		2.	Price.



 


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


 


		3.	Entire
                                         Agreement.



 


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


 


		4.	Confidential
                                         Treatment.



 


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


 


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    for Delivery Flight Fuel Mileage Verification	Page
    2


 


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PROPRIETARY


 


	""[***]"
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documents
and information of the same or similar nature and which it considers proprietary or confidential.


 


Very
truly yours,


 


	THE
    BOEING COMPANY	 
	 	 	 
	By	 	 
	 	 	 
	Its	Attorney-In-Fact	 


 


	ACCEPTED
    AND AGREED TO this	 
	 	 	 
	Date:	                                  	 


 


	XIAMEN
    AIRLINES	 
	 	 	 
	By	 	 
	 	 	 
	Its	                              	 


 


	XIA-PA-03807-LA-1301964	 
	Agreement
    for Delivery Flight Fuel Mileage Verification	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

		 


XIA-PA-03807-LA-1301965


 


Xiamen
Airlines


22
Dailiao Road


Xiamen,
Fujian Province, 361006


People’s
Republic of China


 


		Subject:	Aircraft
                                         Model Substitution



 


		Reference:	Purchase
                                         Agreement No. 03807 (Purchase
                                         Agreement) between The Boeing Company (Boeing)
                                         and Xiamen Airlines (Customer) relating
                                         to Model 737-8 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.


 


Customer
may substitute the purchase of Boeing Model 737-7 or Boeing Model 737-9 aircraft (Substitute Aircraft) in place of Aircraft with
the scheduled month of delivery [**********] months after delivery of the first 737-8 aircraft, subject to the following terms
and conditions:


 


1.             Customer’s
Written Notice.


 


Customer
shall 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 [***********] prior to the scheduled month
                                         of delivery of the Aircraft for which it will be substituted as a [***********], or no
                                         later than the first day of the month that is [***********] prior to the scheduled month
                                         of delivery of the Aircraft for which it will be substituted as a [***********], 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 [***********] prior to the scheduled month
                                         of delivery of the Aircraft for which it will be substituted as a [***********], or no
                                         later than the first day of the month that is [***********] prior to the scheduled



 


BOEING
PROPRIETARY


 


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


 




    	 



     


    

 


 


 


month
of delivery of the Aircraft for which it will be substituted as a [***********], if a Substitute Aircraft has not been previously
certified and delivered to Customer.


 


		2.	Boeing’s
                                         Production Capability.



 


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, after making good faith effort to retain the same scheduled delivery month, is unable to manufacture the Substitute Aircraft
in the same scheduled delivery month as the Aircraft for which it will be substituted, then Boeing shall 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 shall be considered preliminary until such time as the parties
enter into a definitive agreement in accordance with Paragraph 4 below.


 


		3.	Auxiliary
                                         Fuel Tanks [***********]



 


The
right to substitute [***********] under the terms of the Purchase Agreement excludes the installation of auxiliary fuel tanks


 


		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 thirty (30) days 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 for the Substitute Aircraft will be in [***********]
base year dollars. However, the APBP for the Substitute Aircraft will remain the same as the APBP of the Aircraft scheduled in
the same delivery month for the purposes of calculating advance payments for the Substitute Aircraft, unless the parties otherwise
agree in writing. The Escalation Adjustment for the Airframe Price and Optional Features Prices will be determined in accordance
with Supplemental Exhibit AE1 to the Purchase Agreement and letter agreement XIA-PA-03807-LA-1301968, Special Escalation Program.


 


		6.	Assignment.



 


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


 


	XIA-PA-03807-LA-1301965	 
	Aircraft
    Model Substitution	Page
    2


 


BOEING
PROPRIETARY


 


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




    	 



     


    

 


 


 


consideration
of Customer’s becoming the operator of the Aircraft and cannot be assigned in whole or, in part.


 


		7.	Confidential
                                         Treatment.



 


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


 


Very
truly yours,


 


	THE
    BOEING COMPANY	 
	 	 	 
	By	 	 
	 	 	 
	Its	Attorney-In-Fact	 


 


	ACCEPTED
    AND AGREED TO this	 
	 	 	 
	Date:	                                                    	 


 


	XIAMEN
    AIRLINES	 
	 	 	 
	By	 	 
	 	 	 
	Its	                                    	 


 


	XIA-PA-03807-LA-1301965	 
	Aircraft
    Model Substitution	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

		 


XIA-PA-03807-LA-1301966


 


Xiamen
Airlines


22
Dailiao Road


Xiamen,
Fujian Province, 361006


People’s
Republic of China


 


		Subject:	Clarification
                                         and Understanding



 


		Reference:	Purchase
                                         Agreement No. PA-03807 (Purchase
                                         Agreement) between The Boeing Company (Boeing)
                                         and Xiamen Airlines (Customer) relating
                                         to Model 737-8 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.


 


This
Letter Agreement is provided to Customer as clarification and understanding to items in various exhibits and letter agreements
in the Purchase Agreement.


 


1.              Letter
Agreement XIA-PA-03807-LA-1301959 “Spare Parts Initial Provisioning”.


 


Notwithstanding
the provisions of Paragraph 5, "Substitution for Obsolete Spare Parts",sub-Paragraph 5.2, "Delivery of Obsolete
Spare Parts and Substitutes", Boeing andCustomer wish to clarify the understanding of Boeing's and Customer's obligations
when paying the freight charges for the shipment from Customer to Boeing of any such obsolete or unusable Spare Part and for the
shipment from Boeing to Customer of any such substitute Spare Part.


 


Boeing
and Customer agree that Boeing's payment of the above freight charges shall include, in addition to the actual shipping costs,
any applicable agency fees (freight forwarders), Value Added Taxes (VAT), insurance and customs fees. Customer agrees to provide
Boeing with copies of the invoice/billings for the above costs.


 


2.             Letter
Agreement XIA-PA-03807-LA-1301958 “Seller Purchased Equipment”.


 


The
following clarification and understanding are provided to inform Customer about establishment of equipment prices and changes
in Boeing’s process of administering SPE:


 


a.     The
following responsibilities expand those in sub-Paragraph 2.2 of the letter agreement:


 


BOEING
PROPRIETARY


 


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


 




    	 



     


    

 


 


 


(iii)    Negotiation
of pricing is Customer’s responsibility. Boeing will not negotiate pricing for Customer’s selections.


 


(iv)    Customer
negotiated pricing for miscellaneous emergency equipment and avionics must be separate from the Boeing purchase order process.


 


(v)     Boeing
will place the purchase orders at the Boeing catalog pricing. Customer and supplier(s) will settle the difference between their
negotiated pricing and the catalog pricing after the aircraft delivery invoice is received, or as set forth in the agreed upon
terms and conditions of the negotiation between Customer and supplier(s).


 


b.     Notwithstanding
the provisions of Paragraph 6 entitled “Changes” in the letter agreement, Boeing and Customer wish to clarify the
understanding of when changes may be made to SPE.


 


Generally
after signing of the letter agreement, changes to SPE may be made until Initial Technical Coordination Meeting (ITCM), or equivalent
time frame. After that time, changes to SPE may only be made by and between Boeing and the suppliers, as set forth in Paragraph
6.


 


3.            Letter
Agreement XIA-PA-03807-LA-1301954 “Liquidated Damages - Non-Excusable Delay”.


 


The
following clarification and understanding is provided because Customer has very minimal Buyer Furnished Equipment (BFE):


 


Notwithstanding
the provisions of the above noted Letter Agreement, Boeing and Customer wish to further clarify both parties' obligations with
regard to the disposition of BFE in the event of termination for a Non-Excusable Delay under Paragraph 3 "Right of Termination"
of the Letter Agreement.


 


Boeing
may elect, by written notice to Customer within thirty (30) days, to purchase from Customer any BFE related to the Aircraft at
the invoice prices paid, or contracted to be paid, by Customer. In the event Boeing does not elect to purchase the BFE, Boeing
will promptly return the BFE provided by Customer back to the Customer, and will pay for all applicable shipping costs.


 


4.            Exhibit
B “Aircraft Delivery Requirements and Responsibilities”.


 


a.     Paragraph
1.1 Airworthiness and Registration Documents: Customer has expressed concerns regarding the lead times required for Customer
to notify Boeing of registration number, SELCAL codes, etc. To the extent possible, Boeing will provide reminders to Customer
to provide such information, but it is ultimately Customer’s responsibility to provide timely information in support of
the contracted delivery month for the Aircraft.


 


b.     Paragraph
1.2 Certificate of Sanitary Construction. Boeing will provide Certificate of Sanitary Construction to Customer at delivery
of each Aircraft, unless Customer provides written notification that says otherwise.


 


	XIA-PA-03807-LA-1301966	 
	Clarifications
    and Understandings	Page
    2


 


BOEING
PROPRIETARY


 


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


 




    	 



     


    

 


 


 


c.      Paragraph
5.5 Electronic Advance Passenger Information System (eAPIS). To the extent possible, Boeing will assist Customer in fulfilling
the requirements described in this Paragraph 5.5.


 


5.            Confidentiality.


 


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


 


Very
truly yours,


 


	THE
    BOEING COMPANY	 
	 	 	 
	By	 	 
	 	 	 
	Its	Attorney-In-Fact	 


 


	ACCEPTED
    AND AGREED TO this	 
	 	 	 
	Date:	                  	 


 


	XIAMEN
    AIRLINES	 
	 	 	 
	By	 	 
	 	 	 
	Its	                                       	 


 


	XIA-PA-03807-LA-1301966	 
	Clarifications
    and Understandings	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

		 


XIA-PA-03807-LA-1301967


 


Xiamen
Airlines


22
Dailiao Road


Xiamen,
Fujian Province, 361006


People’s
Republic of China


 


		Subject:	Right
                                         to Purchase Additional Aircraft



 


		Reference:	Purchase
                                         Agreement No. PA-03807 (Purchase
                                         Agreement) between The Boeing Company (Boeing)
                                         and Xiamen Airlines (Customer) relating
                                         to Model 737-8 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.              Right
to Purchase Incremental Aircraft.


 


Subject
to the terms and conditions contained herein, in addition to the Aircraft described in Table 1 to the Purchase Agreement
as of the date of execution of this Letter Agreement, Customer will have the right to purchase (Purchase
Right) [*******] additional Boeing Model 737-8 aircraft as purchase right aircraft
(Purchase Right Aircraft).


 


		2.	Delivery.



 


The
Purchase Right Aircraft are offered subject to available position for delivery during the period [*************************************]
(Delivery Period One)
and the period [***********************************] (Delivery Period Two) (collectively,
the Delivery Periods).


 


		3.	Configuration.



 


3.1          Subject
to the provisions of Article 3.2, below, the configuration for the Purchase Right Aircraft will be the Detail Specification
for Model 737-8 aircraft at the revision level in effect at the time of the Notice of Exercise. Such Detail Specification
will be revised to include (i) changes applicable to such Detail Specification that are developed by Boeing between the date
of the Notice of Exercise (as defined below) and the signing of the Definitive Agreement (as defined below), (ii) changes
required to obtain required regulatory certificates, and (iii) other changes as mutually agreed.


 


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


 


BOEING
PROPRIETARY


 


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


 




    	 



     


    

 


 


 


		4.	Price.



 


The
Airframe Price, Engine Price, if applicable, Optional Features Prices, and Aircraft Basic Price for the Purchase Right Aircraft
will be determined in accordance with the provisions of the Purchase Agreement using Boeing’s then current prices as of
the date of execution of the Definitive Agreement. The Escalation Adjustment for each Purchase Right Aircraft in Delivery Period
One will be determined in accordance with letter agreement XIA-PA-03807-LA-1301968, Special Escalation Program and the Escalation
Adjustment for each Purchase Right Aircraft in Delivery Period Two will be determined in accordance with Supplemental Exhibit
AE1 to the Purchase Agreement.


 


		5.	Payment.



 


At
Definitive Agreement, advance payments will be payable as set forth in Paragraph 1 of Letter Agreement XIA-PA-03807-LA-1301961.
The remainder of the Aircraft Price for each Purchase Right Aircraft will be paid at the time of delivery. The Advance Payment
Base Price used to determine the advance payment amounts will be developed in accordance with the terms of the Purchase Agreement
and determined at the time of Definitive Agreement.


 


		6.	Notice
                                         of Exercise and Payment of Deposit.



 


6.1          Customer
may exercise a Purchase Right by giving written notice to Boeing on or before the first day of the month twenty-four (24)
months prior to the desired delivery month within the Delivery Periods, specifying the desired month(s) of delivery within the
Delivery Periods (Notice
of Exercise). Such Notice of Exercise shall be accompanied by payment, by electronic transfer
to the account specified below, of Boeing’s then standard proposal deposit for model 737-8 aircraft (Deposit)
for each Purchase Right Aircraft subject to the Notice of Exercise. The Deposit will be applied against the first advance payment
due for each such Purchase Right Aircraft.


 


JPMorgan
Chase Bank


SWIFT
No. CHASUS33


ABA
No. 021000021


Bank
Account No. 9101012764


 


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


 


6.2          If
Boeing must make production decisions which would affect the delivery of any or all Purchase Right Aircraft during the Delivery
Periods, Boeing shall provide written notification to Customer and the Delivery Periods shall be adjusted accordingly. If the
new Delivery Periods begins twenty-four (24) months or less from the date of Boeing’s notification, Customer shall
have thirty (30) days from the date of Boeing’s notification in which to submit its Notice of Exercise and Deposit
for any eligible delivery month(s) that is twenty-four (24) months or less from Boeing’s notification. Upon receipt,
Boeing will advise Customer as to the availability of the delivery month(s) requested.


 


	XIA-PA-03807-LA-1301967	 
	Right
    to Purchase Additional Aircraft	Page
    2


 


BOEING
PROPRIETARY


 


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


 




    	 



     


    

 


 


 


		7.	Definitive
                                         Agreement.



 


Following
Customer’s exercise of a Purchase Right in accordance with the terms and conditions stated herein and Boeing’s identification
of an available delivery position acceptable to Customer, the parties will sign a definitive agreement for the purchase of such
Purchase Right Aircraft (Definitive
Agreement) within thirty (30) calendar days of such exercise (Purchase Right
Exercise). The Definitive Agreement will include the provisions then contained in the Purchase
Agreement as modified to reflect the provisions of this Letter Agreement and any additional mutually agreed terms and conditions.


 


		8.	General
                                         Expiration of Rights.



 


Each
Purchase Right shall expire at the time of execution of the Definitive Agreement for the applicable Purchase Right Aircraft, or,
if no such Definitive Agreement is executed, on December 2, 2021.


 


		9.	Assignment.



 


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


 


		10.	Confidential
                                         Treatment.



 


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


 


	XIA-PA-03807-LA-1301967	 
	Right
    to Purchase Additional Aircraft	Page
    3


 


BOEING
PROPRIETARY


 


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


 




    	 



     


    

 


 


 


Very
truly yours,


 


	THE
    BOEING COMPANY	 
	 	 	 
	By	 	 
	 	 	 
	Its	Attorney-In-Fact	 


 


	ACCEPTED
    AND AGREED TO this	 
	 	 	 
	Date:	                                             	 


 


	XIAMEN
    AIRLINES	 
	 	 	 
	By	 	 
	 	 	 
	Its	                                   	 


 


 


	XIA-PA-03807-LA-1301967	 
	Right
    to Purchase Additional Aircraft	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

		 


XIA-PA-03807-LA-1301968


 


Xiamen
Airlines


22
Dailiao Road


Xiamen,
Fujian Province, 361006


People’s
Republic of China


 


		Subject:	Special
                                         Escalation Program



 


		Reference:	Purchase
                                         Agreement No. PA-03807 (Purchase
                                         Agreement) between The Boeing Company (Boeing)
                                         and Xiamen Airlines (Customer) relating
                                         to Model 737-8 aircraft (Aircraft)



 


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


 


1.             Definitions.


 


Escalation
Notice means the written communication provided by Boeing to Customer in accordance with
the requirements of Article 6.1, below.


 


Program
Aircraft means each Aircraft specified in Table 1 of the Purchase Agreement as of the
date of this Letter Agreement.


 


		2.	Applicability.



 


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


 


		3.	Escalation
                                         Forecast.



 


Boeing
will release an escalation forecast in February and August of each year based on Boeing’s then current standard [******]
escalation formula. Only one escalation forecast shall be used to conduct the escalation analysis performed in accordance with
Article 6.1, below, for a given Program Aircraft. The escalation forecast applicable to a given Program Aircraft is set forth
in Attachment A.


 


		4.	Capped
                                         Escalation and Sharing



 


4.1          Boeing
will cap the Escalation Adjustment for the Airframe Price and Optional Features Prices of each Program Aircraft for the period
beginning [*******] 


 


BOEING
PROPRIETARY


 


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


 




    	 



     


    

 


 


 


and
continuing through [**********] (Capped
Period), in accordance with the terms of this Letter Agreement.


 


4.2          The
Escalation Adjustment for the Airframe Price and Optional Features Prices of each Program Aircraft will be capped during the Capped
Period at a [***********] rate between [***************] cumulative annual rate to [*********************] cumulative annual rate
resulting in the escalation factor range set forth in Attachment B (Capped
Factor(s)).


 


		5.	Determining
                                         Escalation factors during the Capped Period.



 


The
escalation factor to be used during the Capped Period will be determined by utilizing the standard escalation indices and provisions
in Supplemental Exhibit AE1 to determine the escalation factor to be used at time of delivery. If actual cumulative escalation
is equal to or higher than [***************] cumulative the annual rate minimum as describe in article 4.2, then the rate will
be set at [***************] cumulative annual rate plus [***************] of the amount above the [***************] cumulative
annual rate minimum and up to or equal to the [***************] cumulative annual rate maximum as described in article 4.2, with
a maximum factor of [***************] cumulative annual rate. If actual cumulative annual escalation is lower than [***************]
cumulative annual rate then said actual factor will be used.


 


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



 


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


 


6.1.1       limit
the rate of escalation applicable to the Airframe Price and Optional Features Prices for such affected Program Aircraft to [***************]
cumulative annual escalation as set forth in Attachment B; or


 


6.1.2       provide
Customer a proposed alternative escalation formula, this formula must be mutually agreed to by both parties.


 


6.1.3       If
neither 6.1.1 nor 6.1.2 occurs, than either party may [***************] the affected Program Aircraft.


 


6.2          If
Boeing or Customer exercise the option described in Article 6.1.3 above, then the [***************] party shall notify the
other in writing of its election to exercise the option contained in Article 6.1.3 above within [***************] days of
its receipt of the Escalation Notice from Boeing. In the event Customer exercises its option 


 





	XIA-PA-03807-LA-1301968	 
	Special Escalation Program	Page 2







BOEING
PROPRIETARY


 


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


 




    	 



     


    

 


 


 


in
accordance with Article 6.1.3 above, then Boeing will return to Customer, without interest, an amount equal to all advance
payments paid by Customer for the [***************] Program Aircraft.


 


6.2.1       Within
[***************] days of Boeing’s receipt of Customer’s termination notice for any such [***************] Program
Aircraft under Article 6.2 above, Boeing may elect by written notice to Customer to purchase from Customer any BFE related
to such [***************] Program Aircraft at the invoice prices paid, or contracted to be paid, by Customer.


 


6.2.2       Should
Customer fail to issue any notice to Boeing in accordance with Article 6.2 above, then the Escalation Adjustment for the
Airframe Price and Optional Features Prices for such Program Aircraft shall be calculated in accordance with Supplemental Exhibit AE1.


 


6.3          If
Customer and Boeing accept an alternative escalation formula, as described in Article 6.1.2 above, and the actual escalation factor
is less than or equal to the [***************] cumulative annual rate maximum at delivery of such Program Aircraft, then the escalation
factor will be determined as described in Articles 5 for such Program Aircraft.


 


		7.	Applicability
                                         to Other Financial Consideration.



 


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


 


		8.	Assignment.



 


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


 


		9.	Confidential
                                         Treatment.



 


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


 





	XIA-PA-03807-LA-1301968	 
	Special Escalation Program	Page 3







BOEING
PROPRIETARY


 


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


 




    	 



     


    

 


 


 


Very
truly yours,


 


	THE
    BOEING COMPANY	 
	 	 	 
	By	 	 
	 	 	 
	Its	Attorney-In-Fact	 


 


	ACCEPTED
    AND AGREED TO this	 
	 	 	 
	Date:	                                        	 


 


	XIAMEN
    AIRLINES	 
	 	 	 
	By	 	 
	 	 	 
	Its	                                              	 


 


Attachments


 





	XIA-PA-03807-LA-1301968	 
	Special Escalation Program	Page 4







BOEING
PROPRIETARY


 


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


 




    	 



     


    

 


 


 


ATTACHMENT A


Escalation
Forecast & Escalation Notice Date


 


	Escalation

    Forecast	 	Applicable
    to Program Aircraft

    Delivering in Time Period	 	Escalation

    Notice Date
	Aug. 2015	 	February
    2018 through July 2018	 	15 Oct
    2015
	Feb. 2016	 	August
    2018 through January 2019	 	15 Apr.
    2016
	Aug. 2016	 	February
    2019 through July 2019	 	15 Oct.
    2016
	Feb. 2017	 	August
    2020 through January 2021	 	15 Apr.
    2017
	Aug. 2017	 	February
    2021 through July 2021	 	15 Oct.
    2017


 





	XIA-PA-03807-LA-1301968	 
	Special Escalation Program	Page 5







BOEING
PROPRIETARY


 


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


 




    	 



     


    

 


 


 


ATTACHMENT B


Capped
Period Escalation Factors - July 2012 Base Year


 


	Delivery

    Date	 	[***]

    Escalation

    Factors	 	[***]

    Escalation

    Factors	 	[***]

    Escalation

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


 





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PROPRIETARY


 


	""[***]"
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	Delivery

    Date	 	[***]

    Escalation

    Factors	 	[***]

    Escalation

    Factors	 	[***]

    Escalation

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


 


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	Delivery

    Date	 	[***]

    Escalation

    Factors	 	[***]

    Escalation

    Factors	 	[***]

    Escalation

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


 


	""[***]"
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	Delivery

    Date	 	[***]

    Escalation

    Factors	 	[***]

    Escalation

    Factors	 	[***]

        Escalation

        Factors

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


 





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PROPRIETARY


 


	""[***]"
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		The
                           Boeing Company

        P.O.
        Box 3707

        Seattle,
        WA 98124-2207

		 





XIA-PA-03807-LA-1301969


 


Xiamen
Airlines


22
Dailiao Road


Xiamen,
Fujian Province, 361006


People’s
Republic of China


 


		Subject:	Training
                                         and Services Matters



 


		Reference:	Purchase
                                         Agreement No. PA-03807 (Purchase
                                         Agreement) between The Boeing Company (Boeing)
                                         and Xiamen Airlines (Customer) relating
                                         to Model 737-8 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.             Additional
Training and Services Consideration. Boeing greatly appreciates Customer establishing and operating an all-Boeing aircraft
fleet and welcomes Customer to the 737-8 MAX as a launch customer in China. Furthermore, Boeing provides to Customer the following
special consideration in recognition for Customer purchasing (39) Model 737-8 aircraft.


 


1.1           Additional
Firm 737-8 Aircraft. Boeing and Customer have entered into the Purchase Agreement for the Model 737-8 aircraft, thirty (30) of
which are new incremental aircraft and nine (9) of which are substituted from an earlier aircraft purchase agreement for Model
737-800 aircraft (reference PA No. 3757). The thirty (30) new incremental Aircraft (New Incremental Aircraft), as are reflected
in Table 1 to the Purchase Agreement, are provided the special consideration from this Letter Agreement.


 


1.2           Boeing
will, at the delivery of each New Incremental Aircraft, provide to Customer a training and services credit memorandum (Training
and Services Credit Memorandum) in the amount of [******************].


 


1.3           The
Training and Services Credit Memorandum is in [****] base year dollars and will be escalated to the scheduled delivery month pursuant
to the Airframe Escalation formula set forth in the Purchase Agreement applicable to the respective Aircraft. Customer may apply
the Training and Services Credit Memorandum against the purchase of Boeing training or Boeing goods and services.


 


BOEING
PROPRIETARY


 


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


 




    	 



     


    

 


 


 


		2.	Assignment.



 


Unless
otherwise noted herein, the Training and Services Credit Memorandum 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, becoming
the operator of the Aircraft and retaining an all-Boeing aircraft fleet. This Letter Agreement cannot be assigned, in whole or
in part, without the prior written consent of Boeing.


 


		3.	Confidentiality.



 


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


 


Very
truly yours,


 


	THE
    BOEING COMPANY	 
	 	 	 
	By	 	 
	 	 	 
	Its	Attorney-In-Fact	 


 


	ACCEPTED
    AND AGREED TO this	 
	 	 	 
	Date:	                                         	 


 


	XIAMEN
    AIRLINES	 
	 	 	 
	By	 	 
	 	 	 
	Its	                                              	 


 





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    Matters	Page
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PROPRIETARY


 


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