***Indicates confidential material
omitted pursuant to a request for confidential treatment and filed with the
Securities and Exchange Commission separately with a request for confidential
treatment.





PURCHASE
AGREEMENT NUMBER 3217





between





THE
BOEING COMPANY





and





XIAMEN
AIRLINES





Relating
to Boeing Model 737-85C Aircraft





P.A. No.
3217


BOEING
PROPRIETARY








TABLE OF
CONTENTS





SA
                                                              NUMBERARTICLES1.
                                                            
                                                            Quantity,
      Model and Description2.
                                                            
                                                            Delivery
      Schedule3.
                                                            
                                                            Price4.
                                                            
                                                            Payment5.
                                                            
                                                            MiscellaneousTABLE1.
                                                            
                                                            Aircraft
      Information TableEXHIBITA.
                                                            
                                                            Aircraft
      ConfigurationB.
                                                            
                                                            Aircraft
      Delivery Requirements and ResponsibilitiesSUPPLEMENTAL
      EXHIBITSAE1.
                                                            
                                                            Escalation
      Adjustment/Airframe and Optional FeaturesBFE1.
                                                            
                                                            BFE
      VariablesCS1.
                                                            
                                                            Customer
      Support VariablesEE1.
                                                            
                                                            Engine
      Escalation/Engine Warranty and Patent IndemnitySLP1.
                                                            
                                                            Service
      Life Policy Components





P.A. No.
3217


BOEING
PROPRIETARY


i




LETTER AGREEMENTS3217-01
                                                                              
                                                                              Spare
      Paris Initial Provisioning3217-02
                                                                              
                                                                              Aircraft
      Model Substitution3217-03
                                                                              
                                                                              Boeing
      Purchase of Buyer Furnished Equipment3217-04
                                                                              
                                                                              Loading
      of Software Owned by or Licensed to
      Customer3217-05
                                                                              
                                                                              Government
      Approval3217-06
                                                                              
                                                                              (Not
      used)3217-07
                                                                              
                                                                              (Not
      used)3217-08
                                                                              
                                                                              Seller
      Purchased Equipment6-1165-CKR-13I7
                                                                              
                                                                              Liquidated
      Damages Non-Excusable Delay6-1165-CKR-1318
                                                                              
                                                                              Aircraft
      Performance Guarantees6-1165-CKR-1319
                                                                              
                                                                              Promotional
      Support (Follow-on Aircraft)6-1165-CKR-1320
                                                                              
                                                                              Special
      Matters6-1165-CKR-1321
                                                                              
                                                                              Volume
      Agreement6-1165-CKR-1322
                                                                              
                                                                              Special
      Escalation Program6-1165-CKR-1323
                                                                              
                                                                              Clarifications
      & Understandings6-1165-CKR-1324
                                                                              
                                                                              Payment
      Matters6-1165-CKR-1325
                                                                              
                                                                              Shareholder
      Approval6-1165-CKR-1326
                                                                              
                                                                              Right
      to Purchase Additional Aircraft





P.A. No.
3217


BOEING
PROPRIETARY


ii





Purchase
Agreement No. 3217





between





The
Boeing Company





And





Xiamen
Airlines










This
Purchase Agreement No. 3217 dated as of July 16, 2007 between The Boeing Company
(Boeing) and Xiamen Airlines (Customer) relating to the purchase and sale of
Model 737-85C aircraft together with all tables, exhibits, supplemental
exhibits, letter agreements and other attachments thereto, if any, (Purchase Agreement) incorporates the terms and
conditions of the Aircraft General Terms Agreement dated as of November 10, 2003
between the parties, identified as AGTA-XIA (AGTA).





Article
      1.
            Quantity, Model and
      Description.





The
aircraft to be delivered to Customer will be designated as Model 737-85C
aircraft (the 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.





Article
      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.





Article
      3.
            Price.





3.1         
Aircraft Basic
Price. The Aircraft Basic Price is listed in Table 1 in
subject to escalation dollars.




3.2         
Advance Payment Base
Prices. The Advance Payment Base Prices
listed in Table 1 were calculated utilizing the latest escalation factors
available to Boeing on
the date of this Purchase Agreement projected to the month of scheduled delivery.





P.A. No.
3217


BOEING
PROPRIETARY


1





Article
      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 737-85C 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 1%, less
the Deposit, on the effective date of the Purchase Agreement for the Aircraft.
Additional advance payments for each Aircraft are due as specified in and on the
first business day of the months listed in the attached Table 1.




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




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





Article
      5.
            Additional
      Terms.




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




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




5.3         
Buyer Furnished
Equipment Variables. Supplemental
Exhibit BFE1 contains vendor selection 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 (the Entitlements) assumes that at the time of delivery
of Customer’s first Aircraft under the Purchase Agreement, Customer has taken
possession of a 737-85C aircraft whether such aircraft was purchased, leased or
otherwise obtained by Customer from Boeing or another party. 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
737-85C aircraft.





P.A. No.
3217


BOEING
PROPRIETARY


2





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 airframe and
landing gear components covered by the Service Life Policy for the Aircraft
(Covered Components).




5.7         
Public
Announcement. Boeing reserves the right to make a public announcement
regarding Customer’s purchase of the Aircraft upon approval of Boeing’s press
release by Customer’s public relations department or other authorized
representative.




5.8         
Negotiated Agreement;
Entire Agreement. This Purchase Agreement, including the provisions of
Article 8.2 of the AGTA relating to insurance, and Article 11 of Part 2 of
Exhibit C of the AGTA relating to DISCLAIMER AND
RELEASE and EXCLUSION OF CONSEQUENTIAL
AND OTHER DAMAGES, has been the subject of discussion and negotiation and
is understood by the parties; the Aircraft Price and other agreements of the
parties stated in this Purchase Agreement were arrived at in consideration of
such provisions. This Purchase Agreement, including the AGTA, contains the
entire agreement between the parties and supersedes all previous proposals,
understandings, commitments or representations whatsoever, oral or written, and
may be changed only in writing signed by authorized representatives of the
parties.





P.A. No.
3217


BOEING
PROPRIETARY


3




July 16, 2007





XIAMEN
      AIRLINES
                  
                  THE
      BOEING COMPANYBy
                  /s/ Yang Guang Hua
                  
                  By
                  /s/ Christian K. RiddleIts
                  
                  
                  Its


P.A. No.
3217


BOEING
PROPRIETARY


4





Table
1 to


Purchase
Agreement No. 3217


Aircraft
Delivery, Description, Price and Advance Payments





Airframe
      Model/MTOW:
                                                                        
                                                                        737-800
                                                                        
                                                                        171,500 pounds
                                                                        
                                                                        
                                                                        
                                                                        Detail
      Specification:
                                                                        
                                                                        D019A001XIA38P-1
      REV A (11/3/2006)Engine
      Model/Thrust:
                                                                        
                                                                        CFM56-7B24
                                                                        
                                                                        24,000 pounds
                                                                        
                                                                        
                                                                        
                                                                        Airframe
      Price Base Year/Escalation Formula:
                                                                        
                                                                        Jul-06
                                                                        
                                                                        ECI-W
      AfmAirframe
      Price:
                                                                        
                                                                        
                                                                        
                                                                        ***
                                                                        
                                                                        
                                                                        
                                                                        Engine
      Price Base Year/Escalation Formula:
                                                                        
                                                                        N/A
                                                                        
                                                                        N/AOptional
      Features:
                                                                        
                                                                        
                                                                        
                                                                        ***Sub-Total
      of Airframe and Features:
                                                                        
                                                                        ***
                                                                        
                                                                        
                                                                        
                                                                        Airframe
      Escalation Data:Engine
      Price (Per Aircraft):
                                                                        
                                                                        
                                                                        
                                                                        ***
                                                                        
                                                                        
                                                                        
                                                                        Base
      Year Index (ECI):
                                                                        
                                                                        
                                                                        
                                                                        ***Aircraft
      Basic Price (Excluding BFE/SPE):
                                                                        
                                                                        ***
                                                                        
                                                                        
                                                                        
                                                                        Base
      Year Index (ICI):
                                                                        
                                                                        
                                                                        
                                                                        ***Seller
      Purchased Equipment (SPE) Estimate:
                                                                        
                                                                        ***Deposit
      per Aircraft:
                                                                        
                                                                        ***




Delivery
      Date
                                            Number
      of Aircraft
                                            Escalation
      Factor
      (Airframe)
                                            
                                            
                                            ***
                                            ******
                                            ***
                                            ***
                                            ***Jul-2011
                                            1
                                            ***
                                            
                                            
                                            ***
                                            ***
                                            ***
                                            ***
                                            ***Aug-2011
                                            1
                                            ***
                                            
                                            
                                            ***
                                            ***
                                            ***
                                            ***
                                            ***Sep-2011
                                            1
                                            ***
                                            
                                            
                                            ***
                                            ***
                                            ***
                                            ***
                                            ***Oct-2011
                                            1
                                            ***
                                            
                                            
                                            ***
                                            ***
                                            ***
                                            ***
                                            ***Jan-2012
                                            1
                                            ***
                                            
                                            
                                            ***
                                            ***
                                            ***
                                            ***
                                            ***Feb-2012
                                            1
                                            ***
                                            
                                            
                                            ***
                                            ***
                                            ***
                                            ***
                                            ***Mar-2012
                                            1
                                            ***
                                            
                                            
                                            ***
                                            ***
                                            ***
                                            ***
                                            ***Apr-2012
                                            2
                                            ***
                                            
                                            
                                            ***
                                            ***
                                            ***
                                            ***
                                            ***Jul-2012
                                            2
                                            ***
                                            
                                            
                                            ***
                                            ***
                                            ***
                                            ***
                                            ***Aug-2012
                                            2
                                            ***
                                            
                                            
                                            ***
                                            ***
                                            ***
                                            ***
                                            ***Sep-2012
                                            2
                                            ***
                                            
                                            
                                            ***
                                            ***
                                            ***
                                            ***
                                            ***Oct-2012
                                            1
                                            ***
                                            
                                            
                                            ***
                                            ***
                                            ***
                                            ***
                                            ***





XIA


44717-1F.TXT


Boeing
Proprietary


Page
1





Table
1 to


Purchase
Agreement No. 3217


Aircraft
Delivery, Description, Price and Advance Payments




Delivery
                                          Date
                                        Number of
                                          Aircraft
                                        Escalation
                                          Factor
                                          (Airframe)
                                        
                                        
                                        ***
                                        ******
                                        ***
                                        ***
                                        ***Jan-2013
                                        1
                                        ***
                                        
                                        
                                        ***
                                        ***
                                        ***
                                        ***
                                        ***Feb-2013
                                        1
                                        ***
                                        
                                        
                                        ***
                                        ***
                                        ***
                                        ***
                                        ***Mar-2013
                                        1
                                        ***
                                        
                                        
                                        ***
                                        ***
                                        ***
                                        ***
                                        ***Apr-2013
                                        1
                                        ***
                                        
                                        
                                        ***
                                        ***
                                        ***
                                        ***
                                        ***May-2013
                                        1
                                        ***
                                        
                                        
                                        ***
                                        ***
                                        ***
                                        ***
                                        ***Jun-2013
                                        2
                                        ***
                                        
                                        
                                        ***
                                        ***
                                        ***
                                        ***
                                        ***Jul-2013
                                        2
                                        ***
                                        
                                        
                                        ***
                                        ***
                                        ***
                                        ***
                                        ***Total:
                                        25


XIA


44717-1F.TXT


Boeing
Proprietary




Page
2





AIRCRAFT
CONFIGURATION





between





THE
BOEING COMPANY





and





XIAMEN
AIRLINES





Exhibit A
to Purchase Agreement Number 3217





P.A. No.
3217


BOEING
PROPRIETARY


A





AIRCRAFT
CONFIGURATION




Dated
July 16, 2007





relating
to





BOEING
MODEL 737-85C AIRCRAFT





The
Detail Specification is Boeing Detail Specification D019A001XIA38P-1 Revision A
dated as of November 3, 2006. Such Detail Specification incorporates the Options
listed below, including the effects on Manufacturer’s Empty Weight (MEW) and
Operating Empty Weight (OEW). As soon as practicable, Boeing will furnish to
Customer copies of the Detail Specification, which copies will reflect such
Options. The Aircraft Basic Price reflects and includes all effects of such
Options, except such Aircraft Basic Price does not include the price effects of
any Buyer Furnished Equipment or Seller Purchased Equipment.





P.A.No.
3217


BOEING
PROPRIETARY


A-1







Exhibit A
to


Purchase
Agreement No. 3217


Page
2





2006
      $
                                              PriceCR
                                            
                                            Title
                                            
                                            Per
      A/C***
                                            
                                            ***
                                            
                                            ******
                                            
                                            ***
                                            
                                            ******
                                            
                                            ***
                                            
                                            ******
                                            
                                            ***
                                            
                                            ******
                                            
                                            ***
                                            
                                            ******
                                            
                                            ***
                                            
                                            ******
                                            
                                            ***
                                            
                                            ******
                                            
                                            ***
                                            
                                            ******
                                            
                                            ***
                                            
                                            ******
                                            
                                            ***
                                            
                                            ******
                                            
                                            ***
                                            
                                            ******
                                            
                                            ***
                                            
                                            ******
                                            
                                            ***
                                            
                                            ******
                                            
                                            ***
                                            
                                            ******
                                            
                                            ***
                                            
                                            ******
                                            
                                            ***
                                            
                                            ******
                                            
                                            ***
                                            
                                            ******
                                            
                                            ***
                                            
                                            ******
                                            
                                            ***
                                            
                                            ******
                                            
                                            ***
                                            
                                            ******
                                            
                                            ***
                                            
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                                            ***
                                            
                                            ******
                                            
                                            ***
                                            
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                                            ***
                                            
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                                            ***
                                            
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                                            ***
                                            
                                            ******
                                            
                                            ***
                                            
                                            ******
                                            
                                            ***
                                            
                                            ******
                                            
                                            ***
                                            
                                            ***





P.A. No.3217


BOEING
PROPRIETARY


A-2





Exhibit A
to


Purchase
Agreement No. 3217


Page
3




2006
      $
                                                PriceCR
                                              
                                              Title
                                              
                                              Per
      A/C***
                                              
                                              ***
                                              
                                              ******
                                              
                                              ***
                                              
                                              ******
                                              
                                              ***
                                              
                                              ******
                                              
                                              ***
                                              
                                              ******
                                              
                                              ***
                                              
                                              ******
                                              
                                              ***
                                              
                                              ******
                                              
                                              ***
                                              
                                              ******
                                              
                                              ***
                                              
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                                              ***
                                              
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                                              ***
                                              
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                                              ***
                                              
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                                              ***
                                              
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                                              ***
                                              
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                                              ***
                                              
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                                              ***
                                              
                                              ******
                                              
                                              ***
                                              
                                              ******
                                              
                                              ***
                                              
                                              ******
                                              
                                              ***
                                              
                                              ***





P.A. No.
3217


BOEING
PROPRIETARY


A-3





Exhibit A
to


Purchase
Agreement No. 3217


Page
4


2006
      $
                                                PriceCR
                                              
                                              Title
                                              
                                              Per
      A/C***
                                              
                                              ***
                                              
                                              ******
                                              
                                              ***
                                              
                                              ******
                                              
                                              ***
                                              
                                              ******
                                              
                                              ***
                                              
                                              ******
                                              
                                              ***
                                              
                                              ******
                                              
                                              ***
                                              
                                              ******
                                              
                                              ***
                                              
                                              ******
                                              
                                              ***
                                              
                                              ******
                                              
                                              ***
                                              
                                              ******
                                              
                                              ***
                                              
                                              ******
                                              
                                              ***
                                              
                                              ******
                                              
                                              ***
                                              
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                                              ***
                                              
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                                              ***
                                              
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                                              ***
                                              
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                                              ***
                                              
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                                              ***
                                              
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                                              ***
                                              
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                                              ***
                                              
                                              ***


P.A. No.
3217


BOEING
PROPRIETARY


A-4





Exhibit A
to


Purchase
Agreement No. 3217


Page
5




2006
      $
                                                                            PriceCR
                                                                          
                                                                          Title
                                                                          
                                                                          Per
      A/C***
                                                                          
                                                                          ***
                                                                          
                                                                          ******
                                                                          
                                                                          ***
                                                                          
                                                                          ******
                                                                          
                                                                          ***
                                                                          
                                                                          ******
                                                                          
                                                                          ***
                                                                          
                                                                          ******
                                                                          
                                                                          ***
                                                                          
                                                                          ******
                                                                          
                                                                          ***
                                                                          
                                                                          ******
                                                                          
                                                                          ***
                                                                          
                                                                          ******
                                                                          
                                                                          ***
                                                                          
                                                                          ******
                                                                          
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                                                                          ******
                                                                          
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                                                                          ***


P.A. No.
3217


BOEING
PROPRIETARY


A-5





Exhibit A
to


Purchase
Agreement No. 3217


Page
6


2006
      $
                                                  PriceCR
                                                
                                                Title
                                                
                                                Per
      A/C***
                                                
                                                ***
                                                
                                                ******
                                                
                                                ***
                                                
                                                ******
                                                
                                                ***
                                                
                                                ******
                                                
                                                ***
                                                
                                                ******
                                                
                                                ***
                                                
                                                ******
                                                
                                                ***
                                                
                                                ******
                                                
                                                ***
                                                
                                                ******
                                                
                                                ***
                                                
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                                                ***
                                                
                                                ***


P.A. No.
3217


BOEING
PROPRIETARY


A-6





Exhibit A
to


Purchase
Agreement No. 3217


Page
7


2006
      $
                                                  PriceCR
                                                
                                                Title
                                                
                                                Per
      A/C***
                                                
                                                ***
                                                
                                                ******
                                                
                                                ***
                                                
                                                ******
                                                
                                                ***
                                                
                                                ******
                                                
                                                ***
                                                
                                                ******
                                                
                                                ***
                                                
                                                ******
                                                
                                                ***
                                                
                                                ******
                                                
                                                ***
                                                
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                                                ***
                                                
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                                                ***
                                                
                                                ***


P.A. No.
3217


BOEING
PROPRIETARY


A-7





Exhibit A
to


Purchase
Agreement No. 3217


Page
8


2006
      $
                                                  PriceCR
                                                
                                                Title
                                                
                                                Per
      A/C***
                                                
                                                ***
                                                
                                                ******
                                                
                                                ***
                                                
                                                ******
                                                
                                                ***
                                                
                                                ******
                                                
                                                ***
                                                
                                                ******
                                                
                                                ***
                                                
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                                                ***
                                                
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                                                ******
                                                
                                                ***
                                                
                                                ***


P.A. No.
3217


BOEING
PROPRIETARY


A-8





AIRCRAFT
DELIVERY REQUIREMENTS AND RESPONSIBILITIES





between





THE
BOEING COMPANY





and





XIAMEN
AIRLINES





Exhibit B
to Purchase Agreement Number 3217





P.A. No.
3217


BOEING
PROPRIETARY


B





Exhibit B
to


Purchase
Agreement No. 3217


Page
1





AIRCRAFT
DELIVERY REQUIREMENTS AND RESPONSIBILITIES





relating
to





BOEING
MODEL 737-85C 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 advanceofthe scheduled
delivery month of each Aircraft with respect to obtaining certain government
issued documentation.





1.1
            Airworthiness and
      Registration Documents.





Not later
than 6 months prior to deliveryof 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 3 months prior to deliveryof
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.




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 3 months prior to delivery,Boeing will then use its reasonable
best efforts to obtain the Certificate from the United States Public Health
Service and present it to Customer at the time of Aircraft
delivery.





P.A.No.
3217


BOEING
PROPRIETARY


B-1





Exhibit B
to


Purchase
Agreement No. 3217


Page
2





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 3 months priorto delivery 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 20 days
prior todelivery all information
required by U.S. Customs or U.S. Immigration and Naturalization Service,
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 20 days priorto delivery of such intention. If
Boeing receives such notification, Boeing will provide to Customer the documents
constituting a Customs permit to proceed, allowing such Aircraft to depart after
any such landing. Sufficient copies of completed Form 7507, along with passenger
manifest, will be furnished to Customer to cover U.S. stops scheduled for the
ferry flight.





1.3.3         
ExportDeclaration- U.S. If the Aircraft is intended
to be exported from the United States, Boeing will prepare Form 7525V and, immediately priorto the ferryflight, will submit such Form to U.S. Customs in
Seattle in order to
obtain clearance for the departure of the Aircraft, including any cargo, from
the United
States. U.S. Customs will deliver the Export Declaration to the U.S. Department
of Commerce
after export.





2.
            INSURANCE
      CERTIFICATES.





Unless
provided earlier, Customer will provide to Boeing not later than 30 days prior todelivery of the first Aircraft, a copy of the
requisite annual insurance certificate in accordance with the requirements of
Article 8of the AGTA.





P.A.
No.3217


BOEING
PROPRIETARY


B-2





Exhibit B
to


Purchase
Agreement No. 3217


Page
3





3.
            NOTICE OF FLYAWAY
      CONFIGURATION.





Not later
than 20days prior to delivery of the Aircraft,
Customer will provide to Boeing a configuration letter stating the requested
“flyaway configuration” of the Aircraft for its ferry flight. This configuration
letter should include:





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





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





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





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





(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.





P.A. No.
3217


BOEING
PROPRIETARY


B-3





Exhibit B
to


Purchase
Agreement No. 3217


Page
4





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
      Provided737
                  
                  1,000





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 sales 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 sales
subsidiary to Customer.




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





5.
            DELIVERY ACTIONS BY
      CUSTOMER.





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





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





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





P.A. No.
3217


BOEING
PROPRIETARY


B-4





ESCALATION
ADJUSTMENT





AIRFRAME AND OPTIONAL
FEATURES





between





THE
BOEING COMPANY





and





XIAMEN
AIRLINES





Supplemental
Exhibit AE1 to Purchase Agreement Number 3217





P.A. No.3217


BOEING
PROPRIETARY


AE1





1.
            Formula.


***





P.A. No.
3217


BOEING
PROPRIETARY


AE1 -
1









P.A.
No.3217


BOEING
PROPRIETARY


AE1 -
2




***


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-R 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 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-R 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.





P.A. No.
3217


BOEING
PROPRIETARY


AE1 -
3





2.4         
If within 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 availableto
      Boeing 30 days prior to the first day of the scheduled delivery month of
      an Aircraft will be used to determine the ECI-R and ICI values for the
      applicable months (including those noted as preliminary by the Bureau of
      Labor Statistics) to calculate the Airframe Price Adjustment for the
      Aircraft invoice at the time of delivery. The values will be considered
      final and no Airframe Price Adjustments will be made after Aircraft
      delivery for any subsequent changes in published Index values, subject
      always to paragraph 2.4 above.ii.           
      The maximum number of digits to the right of the decimal after rounding
      utilized in any part of the Airframe Price Adjustment equation will be 4,
      where rounding of the fourth digit will be increased to the next highest
      digit when the 5th digit is equal to 5 or
      greater.





P.A. No.
3217


BOEING
PROPRIETARY


AE1 -
4





BUYER
FURNISHED EQUIPMENT VARIABLES





between





THE
BOEING COMPANY





and





XIAMEN
AIRLINES





Supplemental
Exhibit BFE1 to Purchase Agreement Number 3217





P.A. No.
3217


BOEING
PROPRIETARY


BFE1





BUYER
FURNISHED EQUIPMENT VARIABLES





relating
to





BOEING
MODEL AIRCRAFT





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





1.
            Supplier
      Selection.





Customer
will:





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





Galley
      System
                                              July
      1, 2010Galley
      Inserts
                                              July
      1, 2010Seats
      (passenger)
                                              July
      1, 2010Overhead
      & Audio System
                                              September
      1, 2010In-Seat
      Video System
                                              July
      1, 2010Miscellaneous
      Emergency Equipment
                                              September
      1, 2010Cargo
      Handling Systems - XIA
                                              September
      1,
2010





For a new
certification, supplier requires notification 10 months prior to Cargo Handling
System on-dock date.





P.A. No.
3217


BOEING
PROPRIETARY


BFE1-1


2.
            On-dock
      Dates




On or
before October 2010, Boeing will provide to Customer a BFE Requirements
On-Dock/Inventory Document (BFE Document) or an electronically transmitted BFE
Report which may be periodically revised, setting forth the items, quantities,
on-dock dates and shipping instructions relating to the in-sequence installation
of BFE. For planning purposes, a preliminary BFE on-dock schedule is set forth
below:




Item
                                
                                Preliminary
      On-Dock Dates[Month
      of Delivery:]July
      2011
                                  Aircraft
                                
                                August
      2011
                                  AircraftSeats
                                
                                5/20/2011
                                
                                6/22/2011Galleys/Furnishings
                                
                                5/13/2011
                                
                                6/15/2011Miscellaneous
      Emergency Equipment
                                
                                5/13/2011
                                
                                6/15/2011Electronics
                                
                                3/21/2011
                                
                                4/22/2011Textiles/Raw
      Material
                                
                                2/8/2011
                                
                                3/10/2011Cargo
      Systems
                                
                                4/29/2011
                                
                                6/1/2011Provision
      Kits
                                
                                12/23/2010
                                
                                2/1/2011Radomes
                                
                                4/13/2011
                                
                                5/16/2011




September 2011
                    Aircraft
                  
                  October 2011
                    AircraftSeats
                  
                  7/21/2011
                  
                  8/23/2011Galleys/Furnishings
                  
                  7/14/2011
                  
                  8/16/2011Miscellaneous
      Emergency Equipment
                  
                  7/14/2011
                  
                  8/16/2011Electronics
                  
                  5/20/2011
                  
                  6/23/2011Textiles/Raw
      Material
                  
                  4/7/2011
                  
                  5/10/2011Cargo
      Systems
                  
                  6/30/2011
                  
                  8/2/2011Provision
      Kits
                  
                  2/28/2011
                  
                  4/1/2011Radomes
                  
                  6/14/2011
                  
                  7/15/2011




P.A. No.
3217


BOEING
PROPRIETARY


BFE1-2




Item
                                        
                                        Preliminary
      On-Dock Dates[Month
      of Delivery:]January
      2012
                                          Aircraft
                                        
                                        February
      2012
                                          AircraftSeats
                                        
                                        11/18/2011
                                        
                                        12/14/2011Galleys/Furnishings
                                        
                                        11/11/2011
                                        
                                        12/7/2011Miscellaneous
      Emergency Equipment
                                        
                                        11/11/2011
                                        
                                        12/7/2011Electronics
                                        
                                        9/18/2011
                                        
                                        10/14/2011Textiles/Raw
      Material
                                        
                                        8/8/2011
                                        
                                        8/30/2011Cargo
      Systems
                                        
                                        10/28/2011
                                        
                                        11/23/2011Provision
      Kits
                                        
                                        6/28/2011
                                        
                                        7/22/2011Radomes
                                        
                                        10/11/2011
                                        
                                        11/7/2011March
      2012
                                          Aircraft
                                        
                                        April
      2012 (2)
                                          AircraftSeats
                                        
                                        1/23/2012
                                        
                                        2/21/2012Galleys/Furnishings
                                        
                                        1/16/2012
                                        
                                        2/14/2012Miscellaneous
      Emergency Equipment
                                        
                                        1/16/2012
                                        
                                        2/14/2012Electronics
                                        
                                        11/23/2011
                                        
                                        12/21/2011Textiles/Raw
      Material
                                        
                                        9/29/2011
                                        
                                        10/28/2011Cargo
      Systems
                                        
                                        1/2/2012
                                        
                                        1/31/2012Provision
      Kits
                                        
                                        9/2/2011
                                        
                                        9/30/2011Radomes
                                        
                                        12/16/2011
                                        
                                        1/13/2012July
      2012 (2)
                                          Aircraft
                                        
                                        August
      2012 (2)
                                          AircraftSeats
                                        
                                        5/22/2012
                                        
                                        6/21/2012Galleys/Furnishings
                                        
                                        5/15/2012
                                        
                                        6/14/2011Miscellaneous
      Emergency Equipment
                                        
                                        5/15/2012
                                        
                                        6/14/2011Electronics
                                        
                                        3/22/2012
                                        
                                        4/20/2012Textiles/Raw
      Material
                                        
                                        2/9/2012
                                        
                                        5/9/2012Cargo
      Systems
                                        
                                        5/1/2012
                                        
                                        5/31/2012Provision
      Kits
                                        
                                        1/3/2012
                                        
                                        1/31/2012Radomes
                                        
                                        4/16/2012
                                        
                                        5/14/2012




P.A.No.
3217


BOEING
PROPRIETARY




BFE1-3





Preliminary
      On-Dock DatesItem
                                            
                                            [Month
      of Delivery:]September 2012 (2)
                                              Aircraft
                                            
                                            October
      2012
                                              AircraftSeats
                                            
                                            7/23/2012
                                            
                                            8/23/2012Galleys/Furnishings
                                            
                                            7/16/2012
                                            
                                            8/16/2012Miscellaneous
      Emergency Equipment
                                            
                                            7/16/2012
                                            
                                            8/16/2012Electronics
                                            
                                            5/23/2012
                                            
                                            6/22/2012Textiles/Raw
      Material
                                            
                                            4/9/2012
                                            
                                            5/10/2012Cargo
      Systems
                                            
                                            7/2/2012
                                            
                                            8/2/2012Provision
      Kits
                                            
                                            3/2/2012
                                            
                                            4/2/2012Radomes
                                            
                                            6/15/2012
                                            
                                            7/16/2012January
      2013
                                              Aircraft
                                            
                                            February
      2013
                                              AircraftSeats
                                            
                                            11/20/2012
                                            
                                            12/20/2012Galleys/Furnishings
                                            
                                            11/13/2012
                                            
                                            12/14/2012Miscellaneous
      Emergency Equipment
                                            
                                            11/13/2012
                                            
                                            12/14/2012Electronics
                                            
                                            9/20/2012
                                            
                                            10/19/2012Textiles/Raw
      Material
                                            
                                            8/8/2012
                                            
                                            9/7/2012Cargo
      Systems
                                            
                                            10/30/2012
                                            
                                            11/30/1012Provision
      Kits
                                            
                                            6/29/2012
                                            
                                            7/31/2012Radomes
                                            
                                            10/12/2012
                                            
                                            9/10/2012March
      2013
                                              Aircraft
                                            
                                            April
      2013
                                              AircraftSeats
                                            
                                            1/23/2013
                                            
                                            2/20/2013Galleys/Furnishings
                                            
                                            1/16/2013
                                            
                                            2/13/2013Miscellaneous
      Emergency Equipment
                                            
                                            1/16/2013
                                            
                                            2/13/2013Electronics
                                            
                                            11/26/2012
                                            
                                            12/20/2012Textiles/Raw
      Material
                                            
                                            10/1/2012
                                            
                                            10/29/2012Cargo
      Systems
                                            
                                            1/2/2013
                                            
                                            1/30/2013Provision
      Kits
                                            
                                            9/4/2012
                                            
                                            10/1/2012Radomes
                                            
                                            12/17/2012
                                            
                                            1/14/2013




P.A. No.
3217


BOEING
PROPRIETARY


BFE1-4





Preliminary
      On-Dock DatesItem
                                  
                                  [Month
      of Delivery:]May
      2013
                                    Aircraft
                                  
                                  June
      2013 (2)
                                    AircraftSeats
                                  
                                  3/20/2013
                                  
                                  4/19/2013Galleys/Furnishings
                                  
                                  3/13/2013
                                  
                                  4/12/2013Miscellaneous
      Emergency Equipment
                                  
                                  3/13/2013
                                  
                                  4/12/2013Electronics
                                  
                                  1/18/2013
                                  
                                  2/18/2013Textiles/Raw
      Material
                                  
                                  11/29/2012
                                  
                                  12/28/2012Cargo
      Systems
                                  
                                  2/28/2013
                                  
                                  3/28/2013Provision
      Kits
                                  
                                  11/1/2012
                                  
                                  12/3/2012Radomes
                                  
                                  2/14/2013
                                  
                                  3/14/2013July
      2013 (2)
                                    AircraftSeats
                                  
                                  5/22/2013Galleys/Furnishings
                                  
                                  5/15/2013Miscellaneous
      Emergency Equipment
                                  
                                  5/15/2013Electronics
                                  
                                  3/22/2013Textiles/Raw
      Material
                                  
                                  2/8/2013Cargo
      Systems
                                  
                                  5/1/2013Provision
      Kits
                                  
                                  1/2/2013Radomes
                                  
                                  4/15/2013




3.
            Additional
      Delivery Requirements




Customer
will insure that Customer’s BFE suppliers provide sufficient information to
enable Boeing, when acting as Importer of Record for Customer’s BFE, to comply
with all applicable provisions of the U.S. Customs Service.




P.A. No.
3217


BOEING
PROPRIETARY


BFE1-5




CUSTOMER
SUPPORT VARIABLES




between




THE
BOEING COMPANY




and




XIAMEN
AIRLINES




Supplemental
Exhibit CS1 to Purchase Agreement Number 3217




P.A. No.
3217


BOEING
PROPRIETARY


CS1




CUSTOMER
SUPPORT VARIABLES
  relating
to




BOEING
MODEL 737-85C AIRCRAFT




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




1.
            Maintenance
      Training.







1.1
              Maintenance
      Training Minor Model Differences Course, if required, coveringoperational,
      structural or systems differences between Customer’s newly-purchasedAircraft
      and an aircraft of the same model currently operated by Customer; I class
      of15
      students;




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




2.
            Flight
      Training.




Boeing
will provide, if required, one classroom course to acquaint up to 15 students
with operational, systems and performance differences between Customer’s
newly-purchased Aircraft and an aircraft of the same model currently operated by
Customer.




Any
training materials used in Flight Training, if required, will be provided for
use in Customer’s own training program.




3.
            Planning
      Assistance.




3.1
            Maintenance and Ground
      Operations.




Upon
request, Boeing will provide planning assistance regarding Minor Model
Differences requirements for facilities, tools and equipment.




3.2
            Spares.




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




4.
            Technical Data and
      Documents.




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




P.A. No.
3217


BOEING
PROPRIETARY


CS1-1




ENGINE
ESCALATION,


ENGINE
WARRANTY AND PATENT INDEMNITY




between




THE
BOEING COMPANY




and




XIAMEN
AIRLINES




Supplemental
Exhibit EE1 to Purchase Agreement Number 3217




P.A.No.
3217


BOEING
PROPRIETARY


EE1




ENGINE
ESCALATION,


ENGINE
WARRANTY AND PATENT INDEMNITY




relating
to




BOEING
MODEL 737-85C AIRCRAFT




1.         
      ENGINE ESCALATION. No
separate engine escalation methodology is defined for the 737-600, -700, -800 or
-900 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 the
“Warranty”); subject, however, to Customer’s acceptance of the conditions set
forth herein. Accordingly, Boeing hereby extends to Customer and Customer hereby
accepts the provisions of CFM’s Warranty as hereinafter set forth, and such
Warranty shall apply to all CFM56-7 type Engines (including all Modules and
Parts thereof) installed in the Aircraft at the time of delivery or purchased
from Boeing by Customer for support of the Aircraft except that, if Customer and
CFM have executed, or hereafter execute, a General Terms Agreement, 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 CFM56-7 type Engines and Customer hereby waives, releases and
renounces all its rights in all such claims, obligations and liabilities. In
addition, Customer hereby releases and discharges CFM from any and all claims,
obligations and liabilities whatsoever arising out of the purchase or use of
such CFM56-7 type Engines except as otherwise expressly assumed by CFM in such
CFM Warranty or General Terms Agreement between Customer and CFM and Customer
hereby waives, releases and renounces all its rights in all such claims,
obligations and liabilities.




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





P.A. No.
3217


BOEING
PROPRIETARY


EE1-1




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 noninfringing product or part; or (iii)
modify the same so it becomes satisfactory and noninfringing. The foregoing
shall constitute the sole remedy of Customer and the sole liability of CFM for
patent infringement.




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




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




2.4.
            Warranty
      Pass-On.




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





P.A. No.
3217


BOEING
PROPRIETARY




EE1-2




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.
                ***




2.6. 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.
***





P.A. No.
3217


BOEING
PROPRIETARY


EE1-3




2.6.2.
***




2.7.
            Ultimate Life
      Warranty.




2.7.1.            CFM
warrants Ultimate Life limits on the following Parts:




(i)             Fan
and Compressor Disks/Drums


(ii)            Fan
and Compressor Shafts


(iii)           Compressor
Discharge Pressure Seal (CDP)


(iv)           Turbine
Disks


(v)            HPT
Forward and Stub Shaft


(vi)           LPT
Driving Cone


(vii)          LPT
Shaft and Stub Shaft




2.7.2. ***




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
 ***





P.A. No.
3217


BOEING
PROPRIETARY


EE1-4




***


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 THEREFOR, AND IN NO EVENT SHALL CFM’S LIABILITY TO CUSTOMER EXCEED THE
PURCHASE PRICE OF THE PRODUCT GIVING RISE TO CUSTOMER’S CLAIM OR INCLUDE
INCIDENTAL OR CONSEQUENTIAL DAMAGES.




2.10.       Indemnity and
Contribution.




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




P.A. No.
3217


BOEING
PROPRIETARY




EE1-5




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.




P.A. No.
3217
 BOEING
PROPRIETARY


EE1-6




TABLE 1


737X


CFM56 WARRANTY PARTS
LIST
 FLIGHT HOURS


Fan
      Rotor/Booster
                    Blades
                    Disk,
      Drum
                    Spinner
                  * *
      *Fan
      Frame
                    Casing
                    Hub
      & Struts
                    Fairings
                    Splitter
      (Mid Ring)
                    Vanes
                    Engine
      Mount
                  * *
      *No. 1 & No. 2
      Bearing Support
                    Bearings
                    Shaft
                    Support
      (Case)
                  * *
      *Inlet Gearbox &
      No. 3 Bearing
                    Bearings
                    Gear
                    Case
                  * *
      *Compressor
      Rotor
                    Blades
                    Disk
      & Drums
                    Shaft
                  * *
      *Compressor
      Stator
                    Casing
                    Shrouds
                    Vanes
                    Variable
      Stator Actuating Rings
                  * *
      *Combustor Diffuser
      Nozzle (CDN)
                    Casings
                    Combustor
      Liners
                    Fuel
      Atomizer
                    HPT
      Nozzle
                    HPT
      Nozzle Support
                    HPT
      Shroud
                  * *
      *





P.A. No.
3217


BOEING
PROPRIETARY


EE1-7




TABLE 1


737X


CFM56 WARRANTY PARTS LIST


(continued)




HPT
      Rotor
                    Blades
                    Disks
                    Shafts
                    Retaining
      Ring
                  * *
      *LP
      Turbine
                    Casing
                    Vane
      Assemblies
                    Interstage
      Seals
                    Shrouds
                    Disks
                    Shaft
                    Bearings
                    Blades
                  * *
      *Turbine
      Frame
                    Casing
      & Struts
                    Hub
                    Sump
                  * *
      *Accessory &
      Transfer Gearboxes
                    Case
                    Shafts
                    Gears
                    Bearings
                  * *
      *Air-Oil
      Seals
                  * *
      *Controls &
      Accessories
                    Engine
                  * *
      *Condition Monitoring
      Equipment
                  * *
      *




P.A. No.
3217


BOEING
PROPRIETARY


EE1-8




SERVICE
LIFE POLICY COMPONENTS




between




THE
BOEING COMPANY




and




XIAMEN
AIRLINES




Supplemental
Exhibit SLP1 to Purchase Agreement Number 3217





P.A. No.
3217


BOEING
PROPRIETARY




SLP1




SERVICE
LIFE POLICY COMPONENTS




relating
to




BOEING
MODEL 737 AIRCRAFT





This is
the listing of SLP Components for the Aircraft which relate to Part 3, Boeing Service Life
Policy of Exhibit C, Product Assurance
Document to the AGTA and is a part of Purchase Agreement No.
3217.




1.
            Wing.




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




(b)
            Wing
      spar webs, chords and stiffeners.




(c)
            Inspar
      wing ribs.




(d)
            Inspar
      splice plates and fittings.




(e)
            Main
      landing gear support structure.




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




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




(h)
            Wing-to-body
      structural attachments.




(i)
              Support
      structure in the wing for spoilers and spoiler actuators; foraileron
      hinges and reaction links; and for leading edge devices andtrailing
      edge flaps.




(j)
            Trailing
      edge flap tracks and carriages.




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




P.A. No.
3217


BOEING
PROPRIETARY


SLP1-1




2.
            Body.




(a)
              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.




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




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




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




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




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




(g)
            Forward
      and aft pressure bulkheads.




(h)
              Keel
      structure between the wing front spar bulkhead and the maingear
      wheel well aft bulkhead including
splices.




(i)
              Wing
      front and rear spar support bulkheads, and vertical andhorizontal
      stabilizer front and rear spar support bulkheads includingterminal
      fittings but excluding all system components and relatedinstallation
      and connecting devices, insulation, lining, decorativepanels
      and related installation and connecting
devices.




(j)
            Support
      structure in the body for the stabilizer pivot and stabilizerscrew.





P.A. No.
3217


BOEING
PROPRIETARY


SLP1-2




3.
            Vertical
      Stabilizer.




(a)
            External
      skins between front and rear spars.




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




(c)
            Inspar
      ribs.




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




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




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


4.
              Horizontal
      Stabilizer.


(a)
              External
      skins between front and rear spars.


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


(c)
              Inspar
      ribs.


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




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




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


5.
              Engine
      Strut.




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


(b)
              Internal
      strut chords, frames and
bulkheads.


(c)
              Strut
      to wing fittings and diagonal
brace.




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




P.A. No.
3217


BOEING
PROPRIETARY


SLP1-3


6.
            Main Landing
      Gear.




(a)
            Outer
      cylinder.




(b)
            Inner
      cylinder, including axles.




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




(d)
            Drag
      strut.




(e)
            Bell
      crank.




(f)
            Orifice
      support tube.




(g)
            Trunnion
      link.




(h)
            Downlock
      links including spindles and
universals.




(i)
            Torsion
      links.




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




7.
            Nose Landing
      Gear.




(a)
            Outer
      cylinder.




(b)
            Inner
      cylinder, including axles.




(c)
            Orifice
      support tube.




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




(e)
            Steering
      plates and steering collars.




(f)
            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
      Covered Components.





P.A. No.
3217


BOEING
PROPRIETARY


SLP1-4










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




3217-01




Xiamen
Airlines


22
Dailiao Road


Xiamen,
361006


Fujian
Province


People’s
Republic of China




Subject:
            Spare
      Parts Initial Provisioning




Reference:
            a)
            Purchase
      Agreement No. 3217 (the Purchase Agreement)between
      The Boeing Company (Boeing) and Xiamen Airlines (Customer) relating to
      Model 737-85C aircraft (the
Aircraft)




b)
              Customer
      Services General Terms Agreement No. 5C (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.




I.
            Definitions.




“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.




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




P.A. No.
3217


Spare_Parts_Initial_Provisioning


BOEING
PROPRIETARY





Xiamen
Airlines


3217-01


Page
2




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




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 asInitial Provisioning
      for the Aircraft.


P.A. No.
3217


Spare_Parts_Initial_Provisioning


BOEING
PROPRIETARY





Xiamen
Airlines


3217-01


Page
3




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 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               OEC 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 Article 3 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.





P.A. No.
3217


Spare_Parts_Initial_Provisioning


BOEING
PROPRIETARY





Xiamen
Airlines


3217-01


Page
4




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 F.O.B. 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.




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 737-85C 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.





P.A. No.
3217


Spare_Parts_Initial_Provisioning


BOEING
PROPRIETARY





Xiamen
Airlines


3217-01


Page
5




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 / added to the Purchase
Agreement by the Supplemental Agreement/, (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.




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 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 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.





P.A. No.
3217


Spare_Parts_Initial_Provisioning


BOEING
PROPRIETARY





Xiamen
Airlines


3217-01


Page
6




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 pursuant to Article 7 of the AGTA
with respect to any Aircraft /added to the Purchase Agreement by the
Supplemental Agreement/, such termination will, if Customer so requests by
written notice received by Boeing within fifteen (15) days 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.





P.A. No.
3217


Spare_Parts_Initial_Provisioning


BOEING
PROPRIETARY





Xiamen
Airlines


3217-01


Page
7




Very
truly yours,




THE
BOEING COMPANY





By
                        /s/
      Christian K. RiddleIts
                        Attorney-In-FactACCEPTED
      AND AGREED TO thisDate:
      July 16,
    2007XIAMEN
      AIRLINESBy
                        /s/
      Yang Guang HuaIts





P.A. No.
3217


Spare_Parts_Initial_Provisioning


BOEING
PROPRIETARY










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




3217-02




Xiamen
Airlines


22
Dailiao Road


Xiamen,
361006


Fujian
Province


People’s
Republic of China




Subject:
            Aircraft
      Model Substitution




Reference:
              Purchase
      Agreement No. 3217 (the Purchase Agreement) between The Boeing Company
      (Boeing) and Xiamen Airlines (Customer) relating to Model 737-85C aircraft
      (the Aircraft)




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




Customer
may substitute the purchase of Boeing Model 737-700 or 737-900ER aircraft (Substitute Aircraft)in place
of any of the Aircraft, subject to the following terms and
conditions:




1.
            Customer’s Written
      Notice.




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




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




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




P.A. No.
3217


Aircraft_Model_Substitution


BOEING
PROPRIETARY








Xiamen
Airlines


3217-02


Page
2




(c)               for
737-900ER Substitute Aircraft with auxiliary fuel tanks, the notices in (a) and
(b) above shall be seventeen months and twenty months,
respectively.




2.
            Boeing’s Production
      Capability.




Customer’s
substitution right is conditioned upon Boeing’s having production capability for
the Substitute Aircraft in the scheduled delivery month of the Aircraft for
which it will be substituted.




Boeing
will tentatively quote delivery positions for Substitute Aircraft to allow
Customer to secure quotes from Buyer Furnished Equipment vendors, and Boeing to
secure quotes from Seller Furnished Equipment vendors which supports the
required on-dock dates. If Boeing is unable to manufacture the Substitute
Aircraft in the scheduled delivery month of 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.




3.
            Definitive
      Agreement.




Customer’s
substitution right and Boeing’s obligation in this Letter Agreement are further
conditioned upon Customer’s 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.




4.
            Price and Advance
      Payments.




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




If the
Advance Payment Base Price for any Substitute Aircraft is higher than that of
the Aircraft, Customer will pay to Boeing the amount of the difference as of the
date of execution of the definitive agreement for the Substitute Aircraft. If
the Advance Payment Base Price of the Substitute Aircraft is lower than that of
the Aircraft, Boeing will retain any excess amounts previously paid by Customer
until the next
payment is due from Customer, at which point Customer may reduce the amount of
such payment by the amount of the excess. In no case will Boeing refund or pay
interest on any excess amounts created by virtue of Customer’s exercise of the
rights of substitution described in this agreement.




P.A. No.
3217


Aircraft_Model_Substitution


BOEING
PROPRIETARY





Xiamen
Airlines


3217-02


Page
3




5.
            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 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.




P.A. No.
3217


Aircraft_Model_Substitution


BOEING
PROPRIETARY







Xiamen
Airlines


3217-02


Page
4




Very
      truly yours,THE
      BOEING COMPANYBy
                        /s/
      Christian K. RiddleIts
                        Attorney-In-FactACCEPTED
      AND AGREED TO thisDate:July 16, 2007XIAMEN
      AIRLINESBy
                        /s/
      Yang Guang HuaIts





P.A. No.
3217


Aircraft_Model_Substitution


BOEING
PROPRIETARY










The
      Boeing CompanyPO
      Box 3707Seattle,WA
      98124-2207





3217-03




Xiamen
Airlines


22
Dailiao Road


Xiamen,
361006


Fujian
Province


People’s
Republic of China




Subject:
            Boeing
      Purchase of Buyer Furnished
Equipment




Reference:
            Purchase
      Agreement No. 3217 (the Purchase Agreement) between The Boeing Company
      (Boeing) and Xiamen Airlines (Customer) relating to Model 737-85C aircraft
      (the Aircraft)




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




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) immediately 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 paid to Customer simultaneously with receipt by
Boeing of the Aircraft Price balance at Aircraft delivery. Boeing will deliver a
Bill of Sale for the BFE to Customer at the time of payment in the form of
Exhibit B to this Letter Agreement.




3.               Customer
will pay to Boeing the amount of any 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.





P.A. No.
3217


Boeing_BFE_Purchase


BOEING
PROPRIETARY





Xiamen
Airlines


3217-03


Page
2




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.





P. A. No.
3217


Boeing_BFE_Purchase


BOEING
PROPRIETARY








Xiamen
Airlines


3217-03


Page
3


Very
      truly yours,THE
      BOEING COMPANYBy
                          /s/
      Christian K. RiddleIts
                          Attorney-In-FactACCEPTED
      AND AGREED TO thisDate:July 16,
      2007XIAMEN
      AIRLINESBy
                          /s/
      Yang Guang HuaIts




Attachments




P.A. No.
3217


Boeing_BFE_Purchase


BOEING
PROPRIETARY









Exhibit A
to


3217-03


Page
1




FULL WARRANTY BILL OF
SALE




Xiamen
Airlines (Seller) in consideration of the promise of /The BoeingCompany/
/[Nameof
Boeing’s Assignee:]/
(Buyer) to pay to Seller United States Dollars+ (U.S.
$+  ) hereby sells to
Buyer the goods described in the Schedule ofEquipment
attached hereto (BFE). Such payment by Buyer will be made immediately after
delivery to Seller of and payment for the Aircraft bearing Manufacturer’s Serial
No. +  on which the BFE is
installed.




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




This 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.




XlAMEN
      AIRLINESBy




Dated:
+        ,20++




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




/THE
      BOEING COMPANY/
                    /[NAME OF BOEING’S
      ASSIGNEE:]/By




P.A. No. 3217


Boeing_BFE_Purchase


BOEING
PROPRIETARY







Annex
to


Exhibit A
to


3217-03




SCHEDULE OF EQUIPMENT
(BFE)




Applicable
to




Model
737-85C Aircraft bearing




Manufacturer’s
Serial No. +




Document
PED




issued




Revision
of




P.A. No.
3217


Boeing_BFE_Purchase


BOEING
PROPRIETARY





Exhibit B
to


3217-03


Page
1




BOEING BILL OF
SALE




/The
Boeing Company/ /[Name of
Boeing’s Assignee:]/ (Seller) in
consideration of the sum of $1.00 and other valuable consideration hereby sells
to 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 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/
                  /[NAME
      OF BOEING’S ASSIGNEE:]/By




Dated:
+       , 20++




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




XIAMEN
      AIRLINESBy





P.A. No.
3217


Boeing_BFE_ Purchase


BOEING
PROPRIETARY







Annex
to


Exhibit B
to


3217-03




SCHEDULE OF EQUIPMENT
(BFE)




Applicable
to




Model
737-85C Aircraft bearing




Manufacturer’s
Serial No. +




Document
PED




issued




Revision
of





P.A. No.
3217


Boeing_BFE_Purchase


BOEING
PROPRIETARY










TheBoeing CompanyP.O.
      Box 3707Seattle,
      WA 98124-2207




3217-04




Xiamen
Airlines


22
Dailiao Road


Xiamen,
361006


Fujian
Province


People’s
Republic of China




Subject:
            Loading
      of Software Owned by or Licensed to
Customer




Reference:
            Purchase
      Agreement No. 3217 (the Purchase Agreement) between The Boeing Company
      (Boeing) and Xiamen Airlines (Customer) relating to Model 737-85C aircraft
      (the Aircraft)




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




1.           Customer
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 items i) thru vi) above, 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 the
Software, described in items i) thru vi) above, after the transfer to Customer
of title to the Aircraft, but before fly away.




3.           The
SATCOM Software, described in item vii), above, 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.




P.A. No.
3217


Customer_Software


BOEING
PROPRIETARY





Xiamen
Airlines


3217-04


Page
2




4.           For
Software described in item viii) above, 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 identified
in paragraph 3, above, will be subject to the following conditions:




i)
            Customer
      and Boeing agree that the Software is BFE for the purposes of Articles
      3.1.3, 3.2, 3.4, 3.5, 3.10, 9, 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.





P.A. No.
3217


Customer_Software


BOEING
PROPRIETARY








Xiamen
Airlines


3217-04


Page
3




Very
      truly yours,THE
      BOEING COMPANYBy
                          /s/
      Christian K. RiddleIts
                          Attorney-In-FactACCEPTED
      AND AGREED TO thisDate:July 16, 2007XIAMEN
      AIRLINESBy
                          /s/
      Yang Guang HuaIts





P.A. No.
3217


Customer_Software


BOEING
PROPRIETARY











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




3217-05




Xiamen
Airlines


22
Dailiao Road


Xiamen,
361006


Fujian
Province


People’s
Republic of China




Subject:
            Government
      Approval




Reference:
            Purchase
      Agreement No. 3217 (the Purchase Agreement) between The Boeing Company
      (Boeing) and Xiamen Airlines (Customer) relating to Model 737-85C aircraft
      (Aircraft)




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




1.                 
 Government
Approval.




Customer
will use its best efforts to obtain approval for the purchase of the Aircraft
from the Government of the People’s Republic of China as soon as practicable
after the signing of this Letter Agreement, and will advise Boeing promptly
after such approval has been obtained.




2.                 
Rescheduling of
Aircraft.




If Boeing
has not received written or telegraphic notice from Customer on or before July
1, 2009 that Government approval for the Aircraft has been obtained, 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, unless
the advance payments for all Aircraft are current in accordance with the
Purchase Agreement. Boeing will give Customer ten days 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 ten day
notification period.





P.A. No.
3217


Government_Approval




BOEING
PROPRIETARY





Xiamen
Airlines


3217-05


Page
2




3.   
              Effect of Aircraft
Rescheduling.




If Boeing
reschedules any Aircraft under the above provisions, then Customer and Boeing
will complete a Supplemental Agreement to document the revised Aircraft delivery
schedules within thirty (30) days after the ten day advance notice is given.
Boeing agrees that all advance payments due on the effective date of the
Supplemental Agreement may be deferred (without interest or penalty fees) until
ten business days after the date that Customer obtains government approval, by
which time Customer will pay all advance payments specified in the Purchase
Agreement as being due on or before that date.




4.           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 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.


P.A. No.
3217
  Government_Approval
  BOEING
PROPRIETARY







Xiamen
Airlines


3217-05




Very
      truly yours,THE
      BOEING COMPANYBy
                            /s/
      Christian K. RiddleIts
                            Attorney-In-FactACCEPTED
      AND AGREED TO thisDate:July 16,
      2007XIAMEN
      AIRLINESBy
                            /s/
      Yang Guang HuaIts





P.A. No.
3217




Government_Approval




BOEING
PROPRIETARY












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




3217-08




Xiamen
Airlines


22
Dailiao Road


Xiamen,
361006


Fujian
Province


People’s
Republic of China




Subject:
            Seller
      Purchased Equipment




Reference:
            Purchase
      Agreement No. 3217 (the Purchase Agreement)between
      The Boeing Company (Boeing) and Xiamen Airlines (Customer) relating to
      Model 737-85C aircraft (the
Aircraft)




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





Definition of
Terms:




Seller Purchased Equipment (SPE):Buyer Furnished Equipment (BFE) that Boeing purchases for
Customer.




Developmental Buyer Furnished
Equipment (DBFE):BFE not previously certified for installation on the
same model aircraft.




Developmental Seller Purchased
Equipment (DSPE):DBFE which is converted to SPE. This Letter Agreement
does not include developmental avionics. Developmental avionics are avionics
that have not been previously certified for installation on the same model
aircraft.





P.A. No.
3217


Seller_Purchased_Equipment


BOEING
PROPRIETARY





Xiamen
Airlines


3217-08


Page
2




1.
            Price.




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.




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




2.
            Responsibilities.




2.1
            Customer
      is responsible for:




(i)
            selecting
      and notifying Boeing of the supplier for all items identified in paragraph
      1.1 of Supplemental Exhibit BFE1 of the Purchase
  Agreement,




(ii)
            selecting
      a FAA certifiable part; and




(iii)
            providing
      to Boeing the SPE part specification/Customer
  requirements.




2.2.
            Boeing
      is responsible for




(i)
            placing
      and managing the purchase order with the
  supplier;




(ii)
            coordinating
      with the suppliers on technical
issues;




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




(iv)
            obtaining
      certification of the Aircraft with the SPE installed;
  and




(v)
            obtaining
      for Customer the supplier’s standard warranty for the SPE. SPE is deemed
      to be BFE for purposes of Part 2 and Part 4 of Exhibit C, the Product
      Assurance Document.




P.A. No.
3217


Seller_Purchased_Equipment


BOEING
PROPRIETARY





Xiamen
Airlines


3217-08


Page
3




3.
            Supplier Selection For
      SPE Galleys and Seats.




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




Galley Requirements.
Customer will provide Boeing the definitive galley configuration requirements,
including identification of refrigeration requirements and fixed and removable
insert equipment by quantity, manufacturer and part number not later than March
14, 2011.




Seat Requirements.
Customer will provide to Boeing the definitive seat configuration requirements
not later than March 21, 2011.




Bidder’s List. For
information purposes, Boeing will submit to Customer a bidder’s list of existing
suppliers of seats and galleys within 120 days of the supplier selection date
referred to in paragraph 2.1 (i) above.




Request for Quotation
(RFQ). Approximately 90 days prior to the supplier selection date, Boeing
will issue its RFQ inviting potential bidders to submit bids for the galleys and
seats within 30 days of the selection date.




Recommended Bidders.
Not later than 15 days prior to the supplier selection date, Boeing will submit
to Customer a list of recommended bidders from which to choose a supplier for
the galleys and seats. The recommendation is based on an evaluation of the bids
submitted using price, weight, warranty and schedule as the
criteria.




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





P.A. No.
3217


Seller_Purchased_Equipment


BOEING
PROPRIETARY





Xiamen
Airlines


3217-08


Page
4




4.
            Changes.




After
this Letter Agreement is signed, changes to SPE may only be made by and between
Boeing and the suppliers. Customer’s contacts with SPE suppliers relating to
design (including selection of materials and colors), weights, prices or
schedules are for informational purposes only. If Customer wants any changes
made, requests must be made directly to Boeing for coordination with the
supplier.




5.
            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.




6.
            Remedies.




If
Customer does not comply with the obligations above, Boeing may:




(i) 
              delay
delivery of the Aircraft;




(ii)               deliver
the Aircraft without installing the SPE;




(iii)               substitute
a comparable part and invoice Customer for the cost;




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




7.
            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.





P.A. No.
3217


Seller_Purchased_Equipment


BOEING
PROPRIETARY





Xiamen
Airlines


3217-08


Page
5


Very
      truly yours,THE
      BOEING COMPANYBy
                              /s/
      Christian K. RiddleIts
                              Attorney-In-FactACCEPTED
      AND AGREED TO thisDate:July 16,
      2007XIAMEN
      AIRLINESBy
                              /s/
      Yang Guang HuaIts





P.A. No.
3217


Seller_Purchased_Equipment


BOEING
PROPRIETARY















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




6-1165-CKR-1317




Xiamen
Airlines


22
Dailiao Road


Xiamen,
361006


Fujian
Province


People’s
Republic of China




Subject:
            Liquidated
      Damages – Non-Excusable Delay




Reference:
            Purchase
      Agreement No. 3217 (the Purchase Agreement) between The Boeing Company
      (Boeing) and Xiamen Airlines (Customer) relating to Model 737-85C aircraft
      (the Aircraft)




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




Definition of
Terms:




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




1.
            Liquidated
      Damages


***




2.
            Interest




In
addition to the Liquidated Damages in Paragraph 1, for each day of Non-Excusable
Delay commencing 14 days after the Scheduled Delivery, Boeing will pay Customer
interest calculated as follows (Interest):




P.A. No.
3217


Liquidated_Damages_Non-Excusable_Delay


BOEING
PROPRIETARY





Xiamen
Airlines


6-1165-CKR-1317


Page
2




The
product of the daily interest rate (computed by dividing the interest rate in
effect for each day by 365 day, or 366 days, as the case may be) times the
entire amount of advance payments received by Boeing for such Aircraft. The
interest rate in effect for each day shall be computed using the 90 day
Certificate of Deposit rate as published by the U.S. Edition of the Wall Street
Journal on the scheduled delivery date and reset every 90 days thereafter. Such
interest will be calculated on a simple interest basis and paid in full at
actual delivery




3.           Right of
Termination.




Customer
will not have the right to refuse to accept delivery of any Aircraft because of
a Non-Excusable Delay unless and until the aggregate duration of the
Non-Excusable Delay for such Aircraft exceeds 180 days (Non-Excusable Delay
Period). After such Non-Excusable Delay Period, either party may terminate the
Purchase Agreement as to such Aircraft by written or telegraphic notice given to
the other.




4.           Termination




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
Liquidated Damages and Interest payable in accordance with Paragraphs 1 and 2 of
this Letter Agreement, and Customer’s right to terminate pursuant to 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.




P.A. No.
3217


Liquidated_Damages_Non-Excusable_Delay


BOEING
PROPRIETARY







Xiamen
Airlines
 6-1165-CKR-1317
 Page
3


6.           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 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.




P.A. No.
3217
 Liquidated_Damages_Non-Excusable_Delay
 BOEING
PROPRIETARY







Xiamen
Airlines


6-1165-CKR-1317


Page
4


Very
      truly yours,THE
      BOEING COMPANYBy
                              /s/
      Christian K. RiddleIts
                              Attorney-In-FactACCEPTED
      AND AGREED TO thisDate:July 16,
      2007XIAMEN
      AIRLINESBy
                              /s/
      Yang Guang HuaIts




P.A. No.
3217


Liquidated_Damages_Non-Excusable_Delay


BOEING
PROPRIETARY











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




6-1165-CKR-1318




Xiamen
Airlines


22
Dailiao Road


Xiamen,
361006


Fujian
Province


People’s
Republic of China




Subject:
            Aircraft
      Performance Guarantees




Reference:
            Purchase
      Agreement No. 3217 (the Purchase Agreement) between The Boeing Company
      (Boeing) and Xiamen Airlines (Customer) relating to Model 737-85C aircraft
      (the Aircraft)




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




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.




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 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.




P.A. No.
3217


Performance_Guarantees


BOEING
PROPRIETARY





Xiamen
Airlines


6-1165-CKR-1318


Page
2


Very
      truly yours,THE
      BOEING COMPANYBy
                                    /s/
      Christian K. RiddleIts
                                    Attorney-In-FactACCEPTED
      AND AGREED TO thisDate:July 16,
    2007XIAMEN
      AIRLINESBy
                                    /s/
      Yang Guang HuaIts




P.A. No.
3217


Performance_Guarantees


BOEING
PROPRIETARY







Attachment
to Letter Agreement


No.6-1165-CKR-1318


CFM56-7B24
Engines


Page
1




MODEL
737-800 WITH WINGLETS PERFORMANCE GUARANTEES




FOR
XIAMEN AIRLINES




SECTION
                  CONTENTS1
                  AIRCRAFT
      MODEL APPLICABILITY2
                  FLIGHT
      PERFORMANCE3
                  MANUFACTURER’S
      EMPTY WEIGHT4
                  AIRCRAFT
      CONFIGURATION5
                  GUARANTEE
      CONDITIONS6
                  GUARANTEE
      COMPLIANCE7
                  EXCLUSIVE
      GUARANTEES




P.A.
      No. 3217AERO-B-BBA4-M07-0450
              SS07-0244







Attachment
to Letter Agreement


No.
6-1165-CKR-1318


CFM56-7B24
Engines


Page
2




1
            AIRCRAFT
      MODEL APPLICABILITY


***




2
            FLIGHT
      PERFORMANCE




2.1
            Takeoff


***




2.2
            Landing


***




2.3
            Speed


***




P.A.
      No. 3217AERO-B-BBA4-M07-0450
              SS07-0244







Attachment
to Letter Agreement


No.
6-1165-CKR-1318


CFM56-7B24
Engines


Page
3




2.4
            Cruise
      Fuel Mileage


***


2.5
            Mission




2.5.1
            Mission
      Payload


***


P.A.
      No. 3217
                SS07-0244AERO-B-BBA4-M07-0450







Attachment
to Letter Agreement


No.
6-1165-CKR-1318


CFM56-7B24
Engines


Page
4




Climbout
 Maneuver:
              ***
 
 Climb:
              ***
 
 Cruise:
              ***
 
 Descent:
              ***




P.A.
      No. 3217
                  AERO-B-BBA4-M07-0450
                SS07-0244







Attachment
to Letter Agreement


No.
6-1165-CKR-1318


CFM56-7B24
Engines


Page
5




Approach
 and
Landing
 Maneuver:
              ***
  Fixed
 Allowances:
              ***




2.5.2
            Manufacturer’s
      Empty Weight Basis




The
Manufacturer’s Empty Weight (MEW) derived in Paragraph 2.5.3 is the basis for
the mission guarantee of Paragraph 2.5.1.




P.A.
      No. 3217
                  AERO-B-BBA4-M07-0450
                SS07-0244





Attachment
to Letter Agreement


No.
6-1165-CKR-1318


CFM56-7B24
Engines


Page
6




2.5.3
737-800 with Winglets Weight Summary - Xiamen Airlines




PoundsStandard
      Model Specification MEW
                                        ***Configuration
      Specification D019A001, Rev. G dated April 30, 2004
                                        ***Developmental
      Changes to Configuration Specification175 Tourist Class
      PassengersCFM56-7
      Engines156,000
      Pounds (70,760 kg.) Maximum Taxi Weight6,875
      U.S. Gallons (26,024 l.) Fuel CapacityChanges
      for Xiamen AirlinesInterior
      Change to 170 (8 FC/162 YC) Passengers*
                                        ***(Ref:
      LOPA-378-1573 Rev. C)
                                        ***Audio
      Entertainment System
                                        ***Video
      Entertainment System
                                        ***Extended
      Range Twin Engine Operations (ETOPS)
                                        ***Dual
      HF / Triple VHF Communication
                                        ***60
      Minute Standby Power
                                        ***Cargo
      Compartment Heavy Gage Linings and Panels (Fwd and Aft)
                                        ***Winglets
                                        ***Additional
      Change Requests Allowance
                                        ***Xiamen
      Airlines Manufacturer’s Empty Weight (MEW)
                                        ***Standard
      and Operational Items Allowance(Paragraph 2.5.4)





Xiamen
Airlines Operational Empty Weight (OEW)


Quantity
                      Pounds
                      Pounds*
      Seat Weight Included:
                      
                      
                      ***First
      Class Double w / 2 in-arm food trays
                      ***
                      ***Economy
      Class Triple w / 3 in-arm food trays
                      ***
                      ***Economy
      Class Triple
                      ***
                      ***




P.A. No.
    3217AERO-B-BBA4-M07-0450
                SS07-0244









Attachment
to Letter Agreement


No.
6-1165-CKR-1318


CFM56-7B24
Engines


Page
7




2.5.4
Standard and Operational Items Allowance




Qty
                        
                        
                        Pounds
                        
                        
                        Pounds
                        
                        
                        PoundsStandard
      Items Allowance
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        ***Unusable
      Fuel
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        ***Oil
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        ***Oxygen
      EquipmentPassenger
      Portable and Masks
                        
                        
                        ***
                        
                        
                        
                        ***Crew
      Masks
                        
                        
                        ***
                        
                        
                        
                        ***Crew
      Goggles
                        
                        
                        ***
                        
                        
                        
                        ***Miscellaneous
      Equipment
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        ***Crash
      Axe
                        
                        
                        ***
                        
                        
                        
                        ***Megaphones
                        
                        
                        ***
                        
                        
                        
                        ***Flashlights
                        
                        
                        ***
                        
                        
                        
                        ***Smoke
      Hoods
                        
                        
                        ***
                        
                        
                        
                        ***Galley
      Structure & Fixed Inserts
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        ***Galley
      No. 1
                        
                        
                        ***
                        
                        
                        
                        ***Galley
      No. 2
                        
                        
                        ***
                        
                        
                        
                        ***Galley
      No. 4B
                        
                        
                        ***
                        
                        
                        
                        ***Operational
      Items Allowance
                        
                        
                        
                        
                        
                        
                        ***
                        
                        
                        
                        
                        
                        
                        
                        ***Crew
      and Crew Baggage
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        ***Flight
      Crew
                        
                        
                        ***
                        
                        
                        
                        ***Cabin
      Crew
                        
                        
                        ***
                        
                        
                        
                        ***Baggage
                        
                        
                        ***
                        
                        
                        
                        ***Navigation
      Bags & Manuals
                        
                        
                        
                        
                        
                        
                        ***Catering
      Allowance & Removable Inserts
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        ***First
      Class
                        
                        
                        ***
                        
                        
                        
                        ***Economy
      Class
                        
                        
                        ***
                        
                        
                        
                        ***Passenger
      Service Equipment
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        ***Potable
      Water - 60 USG
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        ***Waste
      Tank Disinfectant
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        ***Emergency
      Equipment
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        ***Escape
      Slides
                        
                        
                        ***
                        
                        
                        
                        ***Life
      Rafts
                        
                        
                        ***
                        
                        
                        
                        ***Life
      Vests - Flight Crew
                        
                        
                        ***
                        
                        
                        
                        ***Life
      Vests - Cabin Crew and Passengers
                        
                        
                        ***
                        
                        
                        
                        ***Emergency
      Locator Transmitter
                        
                        
                        ***
                        
                        
                        
                        ***Total
      Standard and Operational Items Allowance
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        ***




P.A.
      No. 3217AERO-B-BBA4-M07-0450
                SS07-0244









Attachment
to Letter Agreement


No.
6-1165-CKR-1318


CFM56-7B24
Engines


Page
8




3
            MANUFACTURER’S
      EMPTY WEIGHT




The
Manufacturer’s Empty Weight (MEW) is guaranteed not to exceed the value in
Section 03-60-00 of Detail Specification D019A0011XIA38P-1 Revision A, plus one
percent.




4
            AIRCRAFT
      CONFIGURATION




4.1
            The
      guarantees contained in this Attachment are based on the Aircraft
      configuration as defined in the Detail Specification D019A001XIA38P-1
      Revision A (hereinafter referred to as the Detail Specification).
      Appropriate adjustment shall be made for changes in such Detail
      Specification approved by the Customer and Boeing or otherwise allowed by
      the Purchase Agreement which cause changes to the flight performance
      and/or weight and balance of the Aircraft. Such adjustment shall be
      accounted for by Boeing in its evidence of compliance with the
      guarantees.




4.2
            The
      guarantee payload of Paragraph 2.5.1 will be adjusted by Boeing for the
      effect of the following on MEW and the Manufacturer’s Empty Weight
      guarantee of Section 3 will be adjusted by Boeing for the following in its
      evidence of compliance with the
guarantees:





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




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




5
            GUARANTEE
      CONDITIONS




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




5.2
            The
      FAA Regulations (FAR) referred to in this Attachment are, unless otherwise
      specified, the 737-800 Certification Basis regulations specified in the
      Type Certificate Data Sheet A16WE, Revision 33, dated March 8,
      2002.




P.A.
      No. 3217AERO-B-BBA4-M07-0450
              SS07-0244









Attachment
to Letter Agreement
 No.
6-1165-CKR-1318
 CFM56-7B24
Engines
 Page
9
  5.3
                  In
      the event a change is made to any law, governmental regulation or
      requirement, or in the interpretation of any such law, governmentalregulation
      or requirement that affects the certification basis for the Aircraft as
      described in Paragraph 5.2, and as a result thereof, a change is made to
      the configuration and/or the performance of the Aircraft in order to
      obtain certification, the guarantees set forth in this Attachment shall be
      appropriately modified to reflect any such
  change.




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




5.5
            The
      speed and cruise fuel mileage guarantees, and the climb, cruise and
      descent portions of the mission guarantee include allowances for normal
      power extraction and engine bleed for normal operation of the air
      conditioning system. Normal electrical power extraction shall be defined
      as not less than a 50 kilowatts total electrical load. Normal operation of
      the air conditioning system shall be defined as pack switches in the
      “Auto” position, the temperature control switches in the “Auto” position
      that results in a nominal cabin temperature of 75°F, and all air
      conditioning systems operating normally. This operation allows a maximum
      cabin pressure differential of 8.35 pounds per square inch at higher
      altitudes, with a nominal Aircraft cabin ventilation rate of 3,300 cubic
      feet per minute including passenger cabin recirculation (nominal
      recirculation is 47 percent). The APU is turned off unless otherwise
      specified.




5.6
            The
      speed and cruise fuel mileage guarantees, and the climb, cruise and
      descent portions of the mission guarantee are based on an Aircraft center
      of gravity location of 26.2 percent of the mean aerodynamic
      chord.




5.7
            Performance,
      where applicable, is based on a fuel Lower Heating Value (LHV) of 18,580
      BTU per pound and a fuel density of 6.5 pounds per U.S.
      gallon.




P.A.
      No. 3217AERO-B-BBA4-M07-0450
              SS07-0244









Attachment
to Letter Agreement


No.
6-1165-CKR-1318


CFM56-7B24
Engines


Page
10




6
            GUARANTEE
      COMPLIANCE




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




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




6.3
            Compliance
      with the speed and cruise fuel mileage guarantees, and theclimb,
      cruise and descent portions of the mission guarantee shall be established
      by calculations based on flight test data obtained from an aircraft in a
      configuration similar to that defined by the Detail
      Specification.




6.4
            The
      OEW used for compliance with the mission guarantee shall be the actual MEW
      plus the Standard and Operational Items Allowance in Paragraph
      2.5.4.




6.5
            Compliance
      with the Manufacturer’s Empty Weight guarantee shall be based on
      information in the “Weight and Balance Control and Loading Manual -
      Aircraft Report.”




6.6
            The
      data derived from tests shall be adjusted as required by conventional
      methods of correction, interpolation or extrapolation in accordance with
      established engineering practices to show compliance with these
      guarantees.




6.7
            Compliance
      shall be based on the performance of the airframe and engines in
      combination, and shall not be contingent on the engine meeting its
      manufacturer’s performance
specification.




7
            EXCLUSIVE
      GUARANTEES




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




P.A.
      No. 3217AERO-B-BBA4-M07-0450
              SS07-0244











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




6-1165-CKR-1319




Xiamen
Airlines


22
Dailiao Road


Xiamen,
361006


Fujian
Province


People’s
Republic of China




Subject:
            Promotional
      Support




Reference:
            Purchase
      Agreement No. 3217 (the Purchase Agreement) between The Boeing Company
      (Boeing) and Xiamen Airlines (Customer) relating to Model 737-85C aircraft
      (the Aircraft)




***




P.A.
      No. 3217Promotional_Support


BOEING
PROPRIETARY










Xiamen
Airlines


6-1165-CKR-1319


Page
2




Very
      truly yours,THE
      BOEING COMPANYBy
                /s/
      Christian K. RiddleIts
                Attorney-In-Fact





ACCEPTED
      AND AGREED TO thisDate:
      July 16,
    2007XIAMEN
      AIRLINESBy
                  /s/
      Yang Guang HuaIts





P.A. No.
3217


Promotional_Support


BOEING
PROPRIETARY











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




6-1165-CKR-1320




Xiamen
Airlines


22
Dailiao Road


Xiamen,
361006


Fujian
Province


People’s
Republic of China




Subject:
            Special
      Matters




Reference:
            Purchase
      Agreement No. 3217 (the Purchase Agreement) between The Boeing Company
      (Boeing) and Xiamen Airlines (Customer) relating to Model 737-85C aircraft
      (Aircraft)




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




1.   Escalatable Dollar Credit
Memoranda.  Boeing will provide the following credit memoranda
at the time of delivery of each Aircraft. These credit memoranda are expressed
in July 2006 base year dollars, and are subject to escalation in accordance with
the applicable escalation provisions of the Purchase Agreement.


***





P.A. No.
3217


Special_Matters


BOEING
PROPRIETARY








Xiamen
Airlines


6-1165-CKR-1320


Page
2


*** This
page omitted]


P.A. No.
3217


Special_Matters


BOEING
PROPRIETARY





Xiamen
Airlines


6-1165-CKR-1320


Page
3




Very
      truly yours,THE
      BOEING COMPANYBy
                          /s/
      Christian K. RiddleIts
                          Attorney-In-FactACCEPTED
      AND AGREED TO thisDate:   
         ,
      July 16,
    2007XIAMEN
      AIRLINESBy
                          /s/
      Yang Guang HuaIts





P.A. No.
3217


Special_Matters


BOEING
PROPRIETARY












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




6-1165-CKR-1321




Xiamen
Airlines


22
Dailiao Road


Xiamen,
361006


Fujian
Province


People’s
Republic of China




Subject:
            Volume
      Agreement




Reference:
            Purchase
      Agreement No. 3217 (the Purchase Agreement) between The Boeing Company
      (Boeing) and Xiamen Airlines (Customer) relating to Model 737-85C aircraft
      (the Aircraft)




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




1.
            Volume Agreement
      Option.


***





P.A.
      No. 3217Volume_Agreement


BOEING
PROPRIETARY







Xiamen
Airlines


6-1165-CKR-1321


Page
2




2.
            Confidential
      Treatment.






P.A.
      No. 3217Volume_Agreement


BOEING
PROPRIETARY









Xiamen
Airlines


6-1165-CKR-1321


Page
3





Very
      truly yours,THE
      BOEING COMPANYBy
                        /s/
      Christian K. RiddleIts
                        Attorney-In-FactACCEPTED AND AGREED TO thisDate:  _______________2007XIAMEN
      AIRLINESBy
                        /s/
      Yang Guang HuaIts




P.A.
      No. 3217Volume_Agreement


BOEING
PROPRIETARY














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









Xiamen
Airlines


22
Dailiao Road


Xiamen,
361006


Fujian
Province


People’s
Republic of China




Subject:
            Special
      Escalation Program




Reference:
            Purchase
      Agreement No. 3217 (the Purchase Agreement) between The Boeing Company
      (Boeing) and Xiamen Airlines (Customer) relating to Model 737-85C aircraft
      (the Aircraft)




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




1.
            Aircraft
      Applicability.


***




2.
            Airframe Price
      Adjustment.


***




P.A.
      No. 3217
                S.A.
      1Special_Escalation_ProgramBOEING
      PROPRIETARY









Xiamen
Airlines


6-1165-CKR-1322R1


Page
2




3.
            Special Escalation
      Program Factor.


***




4.
            Credit
      Memoranda.




All
credit memoranda for the Included Aircraft that are defined in the Purchase
Agreement as being escalated to delivery will be escalated in accordance with
the above terms.




5.
            Advance Payment Base
      Price.




The
Advance Payment Base Price for each Included Aircraft will be calculated
pursuant to ARTICLE 3.2 of the Purchase Agreement.




6.
            Confidential
      Treatment.




Customer
understands that the commercial and financial information contained in this
Letter Agreement is considered by Boeing as confidential. Customer agrees that
it will treat this Letter Agreement and the information contained herein as
confidential and will not, without the prior written consent of Boeing, disclose
this Letter Agreement or any information contained herein to any other person or
entity except (a) as required by applicable Law, governmental regulation or
judicial process, (b) with the consent of Boeing, (c ) to the counsel of
providers of financing in connection with the Aircraft (each a “Finance Party”),
(d) to bank examiners and auditors, (e) to any Finance Party or to any Person
with whom any Finance Party is in good faith conducting negotiations relating to
the possible transfer and sale of such Finance Party’s interest in the relevant
Aircraft, if such entities described in (c ), (d) and (e) shall have entered
into an agreement similar to that contained in this Clause whereby such entity
agrees to hold such information confidential.




P.A.
      No. 3217
              S.A. 1Special_Escalation_ProgramBOEING
      PROPRIETARY









Xiamen
Airlines


6-1165-CKR-1322R1


Page
3




Very
      truly yours,THE
      BOEING COMPANYBy
                  /s/
      Christian K. RiddleIts
                  Attorney-In-Fact
 
 ACCEPTED AND AGREED TO thisDate: April
    21, 2008XIAMEN
      AIRLINES




By
                                                                /s/
      Yang Guang HuaIts




P.A.
      No. 3217
            S.A.
      1Special_Escalation_ProgramBOEING
      PROPRIETARY









Attachment
1 to


6-1165-CKR-1322R1




SPECIAL ESCALATION PROGRAM
FACTORS




Included
Aircraft with scheduled Delivery Dates:




Calendar Year
                Jan
                Feb
                Mar
                Apr
                May
                Jun
                Jul
                Aug
                Sep
                Oct
                Nov
                Dec2011
                ***
                ***
                ***
                ***
                ***
                ***
                ***
                ***
                ***
                ***
                ***
                ***2012
                ***
                ***
                ***
                ***
                ***
                ***
                ***
                ***
                ***
                ***
                ***
                ***2012
                ***
                ***
                ***
                ***
                ***
                ***
                ***


Note:


***


P.A.
      No. 3217
              
              S.A.
      1Special_Escalation_Program


BOEING
PROPRIETARY














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




6-1165-CKR-1323




Xiamen
Airlines


22
Dailiao Road


Xiamen,
361006


Fujian
Province


People’s
Republic of China




Subject:
            Clarifications
      and Understandings




Reference:
            Purchase
      Agreement No. 3217 (the Purchase Agreement) between The Boeing Company
      (Boeing) and Xiamen Airlines (Customer) relating to Model 737-85C aircraft
      (the Aircraft)




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




Clarifications and
Understandings.    The following clarifications and
understandings pertain to the indicated provisions of the Purchase
Agreement:




1.
            Article
      4,Payment,
      Sub-Article 4.2.




This
paragraph provides an explanation of the standard advance payment schedule. For
the avoidance of doubt, advance payments that are due on the first business day
of the month, means a business day in the United States.




2.
            Article
      5,Additional
      Terms, Sub-Article 5.7, Public
      Announcement.




Notwithstanding
the provisions of Sub-Article 5.7, Boeing and Customer wish to clarify the
understanding of the parties with respect to disclosure of the purchase of the
Aircraft by Customer.




Boeing
will not make a public announcement without written approval by Customer’s
authorized representative. Boeing may disclose certain information concerning
the purchase of the Aircraft to parties as required by law, governmental
regulation or to perform its obligations under the Purchase
Agreement.





P.A. No.3217


Clarifications_&_Understandings


BOEING
PROPRIETARY









Xiamen
Airlines


6-1165-CKR-1323


Page
2




3.
            Exhibit
      A,Aircraft
      Configuration,




Notwithstanding
the provisions of Exhibit A, wherein Boeing Detail Specification
D019A001XIA38P-1 Revision A dated as of November 3, 2006 is identified as the
configuration of the Aircraft, nothing shall prevent Customer from reviewing
such Detail Specification. After review, Customer may request that Boeing
propose additional optional features for consideration by Customer. Any changes
and optional features that are agreed upon will be incorporated into Exhibit A
of the Purchase Agreement by written amendment.




The
written amendment contemplated above will also reflect, if applicable, any
changes to Aircraft Performance Guarantees and Aircraft Price that result from
the incorporation of the revised optional features.




4.
            Exhibit
      B,Aircraft
      Delivery Requirements and Responsibilities, Paragraph 4., Delivery
      Actions by Boeing.




Notwithstanding
the provisions of Exhibit B, subparagraph 4.6, the following provisions shall
instead apply in lieu thereof to all aircraft under the Purchase
Agreement.




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 sales 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 sales subsidiary to Customer.




The
documents Boeing will have available will include, but not be limited to, the
following:




(i)
            Aircraft
      Bill of Sale


(ii)
            Export
      Certificate of Airworthiness issued by the
FAA


(iii)
            Weight
      and Balance Manual


(iv)
            Engine
      Brochure


(v)
            Miscellaneous
      Brochure


(vi)
            Aircraft
      Readiness Log


(vii)
            Rigging
      Brochure


(viii)
            APU
      Log


(ix)
            FAA
      Airworthiness Directive Compliance
Record





P.A. No.3217


Clarifications_&_Understandings


BOEING
PROPRIETARY










Xiamen
Airlines


6-1165-CKR-1323


Page
3




5.
            Letter
      Agreement 3217-01, 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 and
the Customer wish to clarify the understanding of Boeing and Customer
obligations when paying the freight charges for the shipment from the 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 the agreement of Boeing to pay for 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.




6.
            Letter
      Agreement 3217-08, Seller Purchased
Equipment.




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




A.
            The
      following responsibilites expand those in subparagraph 2.1 of theletter
      agreement:




iv)
              Negotiation
      of pricing is the Customer’s responsibility. Boeing will notnegotiate
      pricing for Customer’s
selections.




v)
              Customer
      negotiated pricing for Miscellaneous Emergency Equipment andAvionics
      must be separate from the Boeing Purchase Order
  process.




•
            Boeing
      will place the purchase orders at the Boeing catalog pricing. The 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.




B. Notwithstanding
the provisions of Paragraph 4.,Changes., of the letter agreement,
Boeing and the 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 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 4.





P.A. No.3217


Clarifications_&_Understandings


BOEING
PROPRIETARY







Xiamen
Airlines


6-1165-CKR-1323


Page
4




7. Letter
Agreement 6-1165-CKR-1317, 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 Buyer
Furnished Equipment (BFE) in the event of termination for a Non-Excusable Delay
under paragraph 3., Right of Termination, of the Letter Agreement.


***




8. 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 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.





P.A. No.3217


Clarifications_&_Understandings


BOEING
PROPRIETARY









Xiamen
Airlines


6-1165-CKR-1323


Page
5





Very
      truly yours,THE
      BOEING COMPANYBy
                        /s/
      Christian K. RiddleIts
                        Attorney-In-FactACCEPTED
      AND AGREED TO thisDate: July
      16, 2007XIAMEN
      AIRLINESBy
                        /s/
      Yang Guang HuaIts





P.A. No.3217


Clarifications_&_Understandings


BOEING
PROPRIETARY















The
      Boeing CompanyP.O.
      Box 3707Seattle,
      WA 98124 2207




6-1165-CKR-1324




Xiamen
Airlines


22
Dailiao Road


Xiamen,
361006


Fujian
Province


People’s
Republic of China




Subject:
            Payment
      Matters




Reference:
            Purchase
      Agreement No. 3217 (the Purchase Agreement) between The Boeing Company
      (Boeing) and Xiamen Airlines (Customer) relating to Model 737-85C aircraft
      (the Aircraft)




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




1.
            Advance Payments for
      the Aircraft.


1.1 ***




1.2 Advance Payment
Invoices.




2.
            Payment at Aircraft
      Delivery.






P.A. No.3217


Payment_Matters


BOEING
PROPRIETARY







Xiamen
Airlines


6-1165-CKR-1324


Page
2




3.
            Rescheduling of
      Aircraft.




In the
event that Customer is not able to make the advance payments described above by
the tenth business day after the effective date of 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,
unless the advance payments for all Aircraft are current in accordance with the
Purchase Agreement.  Boeing will give Customer ten days 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 ten
day notification period.




4.
            Effect of Aircraft
      Rescheduling.




If Boeing
reschedules any or all of the Aircraft pursuant to the provisions of 3, above,
the Customer and Boeing will complete a Supplemental Agreement to document the
revised Aircraft delivery schedules within thirty (30) days after the ten day
advance notice is given.




5.
            Default
      Interest.




If Boeing
does not reschedule any or all of the Aircraft pursuant to the provisions of 3,
above, and Customer has not brought the advance payments current, Customer
agrees to compensate Boeing for the delayed payment of the advance payments
described above, and those that shall become due after the tenth business
day.  Such compensation will be computed on the unpaid advance payment
amount, starting from the eleventh business day after the effective date of the
Purchase Agreement, or from the date that any additional advance payments become
due, until such date as payments are received by Boeing. The agreed rate of
interest shall be Citibank Prime Rate, plus one percent (1%), as published on
the first business day of each month in the Wall Street
Journal.




6.
            Alternative
      Methodology.


In the
event that circumstances described in paragraph 5, above occur, Customer and
Boeing agree that Customer may exercise an alternative method of compensation to
Boeing.  Such alternative method is described below.




6.1   Dollar Day
Principal.  With respect to the delayed payment of advance
payments described in paragraph 5, above, the dollar day principal adheres to
the rule that for every day that a dollar is delayed, Customer agrees to
accelerate a dollar by a day when making future advance payments, thereby
accelerating the future advance payment due date.  The dollar day
principal shall be applied such that the acceleration of the advance payment due
date shall minimize the time period for repayment of the delayed payment(s), and
recapture the normal advance payment schedule established by Table 1 of the
Purchase Agreement. The parties recognize that the actual accelerated advance
payment schedule cannot be determined until such time as Customer makes the
payment for the delayed advance payments contemplated by paragraph 5,
above.





P.A. No.3217


Payment_Matters


BOEING
PROPRIETARY









Xiamen
Airlines


6-1165-CKR-1324


Page
3




Boeing
shall establish the accelerated advance payment schedule based upon the above
principal and Customer will make payments in the amounts and on the dates
indicated for the accelerated schedule.




6.2   Default
Procedure.    In the event that Customer fails to
make the accelerated advance payments in the amounts and on the dates
established by the parties, or if the parties are unable to agree on the dates
and amounts for the accelerated advance payments, the Customer shall pay
interest as described in paragraph 5, above.




7.
            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 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.





P.A. No.3217


Payment_Matters


BOEING
PROPRIETARY










Xiamen
Airlines


6-1165-CKR-1324


Page
4





Very
      truly yours,THE
      BOEING COMPANYBy
                              /s/
      Christian K. RiddleIts
                              Attorney-In-FactACCEPTED
      AND AGREED TO thisDate:
      July 16,
      2007XIAMEN
      AIRLINESBy
                              /s/
      Yang Guang HuaIts





P.A. No.3217


Payment_Matters


BOEING
PROPRIETARY












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








Xiamen
Airlines


22
Dailiao Road


Xiamen,
361006


Fujian
Province


People’s
Republic of China




Subject:
            Shareholder
      Approval




Reference:
              Purchase
      Agreement No. 3217 (the Purchase Agreement) between The Boeing Company
      (Boeing) and Xiamen Airlines (Customer) relating to Model 737-85C aircraft
      (the Aircraft)




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




1.
            Listing
      Matters.




China
Southern Airlines Company Limited (China Southern) is the majority shareholder
of Customer and is a listed issuer of equity securities at The Stock Exchange of
Hong Kong Limited (Stock Exchange).  Under the listing rules of the
Stock Exchange, Customer’s purchase of the Aircraft is a transaction classified
as a “very substantial acquisition” for China Southern due to aggregation of
transactions with Boeing.  Such classification by the Stock Exchange
requires China Southern to comply with the disclosure and shareholder approval
requirements regarding the purchase of the Aircraft, as described in the listing
rules as noted above.




2.
            Shareholder
      Approval.




As
required by the listing rules of the Stock Exchange, a ‘very substantial
acquisition transaction” must be approved by shareholders in a general
meeting.  Shareholder approval for the purchase by the Customer of the
Aircraft will be obtained, following the process defined under the listing
rules, as soon as practicable after the signing of this Letter
Agreement.  Customer agrees that it will advise Boeing of such
approval when obtained by providing written or telegraphic notice on or before
December 10, 2007.





P.A. No.3217


Shareholder_Approval


BOEING
PROPRIETARY









Xiamen
Airlines


6-1165-CKR-1325


Page
2





Very
      truly yours,THE
      BOEING COMPANYBy
                        /s/
      Christian K. RiddleIts
                        Attorney-In-FactACCEPTED
      AND AGREED TO thisDate:
      July 16,
      2007XIAMEN
      AIRLINESBy
                        /s/
      Yang Guang HuaIts





P.A. No.3217


Shareholder_Approval


BOEING
PROPRIETARY












Letter
of Consent




July
16,2007




To:
              Vice
      President - Contracts
                Boeing
      Commercial Airplanes
                P.O.
      Box 3707, M/C 21-34
                Seattle,
      WA 98124




Ladies
and Gentlemen:




We, China
Southern Air Holding Company, are the controlling shareholder of China Southern
Airlines Company Limited (the “Joint-stock
Corporation”), hold approximately 50.3% of the total issued share capital
of the Joint-stock Corporation and are entitled to attend and vote at the
general meeting of the Joint-stock Corporation.




We have
been informed that Xiamen Airlines Company Limited, a subsidiary owned as to 60%
by the Joint-stock Corporation, recently entered into an agreement with The
Boeing Company in respect of the purchase by Xiamen Airlines Company Limited of
twenty-five (25) Model 737-800 aircraft (with engines) from The Boeing Company
(the “Aircraft Purchase Agreement”) as
well as the transactions thereunder. It constitutes a “very substantial acquisition” by the
Joint-stock Corporation pursuant to the Rules Governing the Listing of
Securities on The Stock Exchange of Hong Kong Limited.




We hereby
confirm that, other than the indirect interests through our shareholdings in the
Joint-stock Corporation, we do not have any other interests in the transactions
under the Aircraft Purchase Agreement. Moreover, we undertake to attend the
relevant general meeting of the Joint-stock Corporation and to exercise all our
voting rights to approve the Aircraft Purchase Agreement and the transactions
thereunder.






(Comany
      Seal)China
      Southern Air Holding CompanyJuly
      16, 2007












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








Xiamen
Airlines


22
Dailiao Road


Xiamen,
361006


Fujian
Province


People’s
Republic of China




Subject:
            Right
      to Purchase Additional Aircraft




Reference:
              Purchase
      Agreement No. 3217 (the Purchase Agreement) between The Boeing Company
      (Boeing) and Xiamen Airlines (Customer) relating to Model 737-85C aircraft
      (the Aircraft)




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




1.0
            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)
Ten (10) additional Boeing Model 737-85C aircraft on the terms and conditions
described in this Letter Agreement (Purchase Right Aircraft).




2.0
            Delivery.




The
Purchase Right Aircraft are offered subject to available position for delivery
during the period January 1, 2014 through October 30, 2014.




3.0
            Notice of Exercise and
      Payment of Deposit




3.1          Customer
shall give written notice to Boeing (Notice of Exercise) of its desire to
exercise a Purchase Right. Such notice shall be accompanied by payment by
electronic transfer to the account specified below of Boeing’s then standard
proposal deposit for model 737-800 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


ABA No.
021000021


Account
No. 910-1-012764




P.A. No.3217


Purchase_Rights


BOEING
PROPRIETARY







Xiamen
Airlines


6-1165-CKR-1326


Page
2




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.




3.2           If
Boeing must make production decisions which would affect the delivery of any or
all Purchase Right Aircraft during the time period set forth in Article 2.0,
above, Boeing shall provide written notification to Customer. Customer shall
have thirty (30) days after receipt of Boeing’s notification in which to submit
its Notice of Exercise and Deposit for each Purchase Right Aircraft which
Customer desires to exercise. Upon receipt, Boeing will advise Customer as to
the availability of the delivery month(s) requested.




4.0 Configuration




4.1 Subject
to the provisions of Article 4.2, below, the configuration for the Purchase
Right Aircraft will be the detail specification for model 737-85C 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 and the signing of the definitive agreement to purchase the Purchase
Rights Aircraft, (ii) changes required to obtain required regulatory
certificates, and (iii) other changes as mutually agreed.




4.2 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
4.1




5.0 Price




5.1 The
Airframe Price, Engine Price, Optional Features Prices, and Aircraft Basic Price
for the Purchase Right Aircraft will be Boeing’s then current prices as of the
date of signing of the definitive agreement for the Purchase Right
Aircraft.




5.2 Advance
payments are required for each Purchase Right Aircraft, and the escalation
indices and methodology used to estimate the Advance Payment Base Prices will be
adjusted to Boeing’s then current provisions for such elements as of the date of
signing of such definitive agreement. The remainder of the Aircraft Price will
be due at delivery of each Purchase Right Aircraft.





P.A. No.
3217


Purchase_Rights


BOEING
PROPRIETARY





Xiamen
Airlines


6-1165-CKR-1326


Page
3




6.0          Definitive Purchase
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 within 60 calendar days of such
exercise. Such 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.




7.0          General Expiration of
Rights.




7.1     Each
Purchase Right shall expire at the time of execution of the purchase agreement
for the applicable Purchase Right Aircraft, or, if no such purchase agreement is
executed, on March 31, 2012.




8.0          Assignment.




The
Purchase Rights described in this Letter Agreement are provided in consideration
of Customer’s becoming the operator of each Purchase Right Aircraft, and cannot
be assigned, in whole or in part, without the prior written consent of
Boeing.




9.0          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 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.




P.A. No.
3217


Purchase_Rights


BOEING
PROPRIETARY





Xiamen
Airlines


6-1165-CKR-1326


Page
4




Very
truly yours,




THE
BOEING COMPANY




By
                  /s/
      Christian K.
Riddle




Its
                Attorney-in-Fact





ACCEPTED
AND AGREED TO this




Date: July 16, 2007




XIAMEN
AIRLINES


By
                    /s/
      Yang Guang
Hua
  Its
 Its





P.A. No.
3217


Purchase_Rights


BOEING
PROPRIETARY









Supplemental
Agreement No. 1




to




Purchase
Agreement No. 3217




between




THE
BOEING COMPANY




and




XIAMEN
AIRLINES




Relating
to Boeing Model 737-85C Aircraft




THIS
SUPPLEMENTAL AGREEMENT, entered into as of the 21st day of
April, 2008, by and between THE BOEING COMPANY, a Delaware corporation with its
principal offices in Seattle, Washington (Boeing) and XIAMEN AIRLINES with its
principal office in Xiamen, People’s Republic of China (Customer).




WITNESSETH:




WHEREAS,
the parties hereto entered into Purchase Agreement No. 3217 dated July 16, 2007,
relating to Boeing Model 737-85C aircraft (the Aircraft), which agreement, as
amended, together with all exhibits and specifications attached thereto and made
a part thereof, is hereinafter called the “Purchase Agreement”, and





P.A.
      No. 3217
                    
                    S.A.
      1BOEING
      PROPRIETARY




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WHEREAS,
the parties desire to amend the Purchase Agreement as set forth herein to revise
letter agreement 6-1165-CKR-1322. Special Escalation Program, to correct
computational errors discovered in its Attachment 1;




NOW
THEREFORE, in consideration of the mutual covenants herein contained, the
parties agree to amend the Purchase Agreement as follows.




1.
            Letter Agreement
      6-1165-CKR-1322. “Special Escalation
  Program”.




Letter
Agreement 6-1165-CKR-1322, “Special Escalation Program”, is deleted in its
entirely and new Letter Agreement 6-1165-CKR-1322R1, “Special Escalation
Program” (attached) is substituted in lieu thereof.




P.A.
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      1BOEING
      PROPRIETARY




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The
Purchase Agreement shall be amended to the extent provided herein and, as so
amended, shall continue in full force and effect. In the event of any
inconsistency between the above provisions and the provisions contained in the
attachments to this Supplemental Agreement, the terms of the attachments will
control.




EXECUTED
IN DUPLICATE as of the day and year first above written.




THE
      BOEING COMPANY
                                
                                XIAMEN
      AIRLINESBy
                                /s/
      Christian K. Riddle
                                
                                By
                                /s/
      Yang Guang HuaIts
                                Attorney-In-Fact
                                
                                Its







P.A.
      No. 3217
                  
                  S.A.
      1BOEING
      PROPRIETARY


S1-3









Tho
Boeing Company


P.O. Box
3707


Seattle,
WA 98124-2207




6-1165-CKR-1322R1


Xiamen
Airlines


22
Dailiao Road


Xiamen,
361006


Fujian
Province


People’s
Republic of China





Subject:
              Special
      Escalation ProgramReference:
              Purchase
      Agreement No. 3217 (the Purchase Agreement) between The Boeing Company
      (Boeing) and Xiamen Airlines (Customer) relating to Model 737-85C aircraft
      (the Aircraft)




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




1. Aircraft
Applicability.




The terms
of this Letter Agreement are applicable only to the firm Aircraft included in
Table 1 of the Purchase Agreement at the time of signing, that have scheduled
Delivery Dates during the time period from January 2011 through July 2013
(the Included Aircraft).




2. Airframe Price
Adjustment.


***




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      1Special_Escalation_ProgramBOEING
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Xiamen
Airlines


6-1165-CKR-1322R1


Page
2




3.           Special Escalation Program
Factor.


***




4.           Credit
Memoranda.




All
credit memoranda for the Included Aircraft that are defined in the Purchase
Agreement as being escalated to delivery will be escalated in accordance with
the above terms.




5.           Advance Payment Base
Price.




The
Advance Payment Base Price for each Included Aircraft will be calculated
pursuant to ARTICLE 3.2 of the Purchase Agreement.




6.           Confidential
Treatment.




Customer
understands that the commercial and financial information contained in this
Letter Agreement is considered by Boeing as confidential. Customer agrees that
it will treat this Letter Agreement and the information contained herein as
confidential and will not, without the prior written consent of Boeing, disclose
this Letter Agreement or any information contained herein to any other person or
entity except (a) as required by applicable Law, governmental regulation or
judicial process, (b) with the consent of Boeing, (c) to the counsel of
providers of financing in connection with the Aircraft (each a “Finance Party”),
(d) to bank examiners and auditors, (e) to any Finance Party or to any Person
with whom any Finance Party is in good faith conducting negotiations relating to
the possible transfer and sale of such Finance Party’s interest in the relevant
Aircraft, if such entities described in (c), (d) and (e) shall have entered into
an agreement similar to that contained in this Clause whereby such entity agrees
to hold such information confidential.




P.A.
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      PROPRIETARY







Xiamen
Airlines


6-1165-CKR-1322R1


Page
3




Very
truly yours,




THE
BOEING COMPANY





By
                /s/
      Christian K.
Riddle





Its
                Attorney-In-Fact







ACCEPTED
AND AGREED TO this




Date: April 21, 2008




XIAMEN
AIRLINES





By
                  /s/
      Yang Guang
Hua







Its







P.A.
      No. 3217
              S.A.
      1Special_Escalation_ProgramBOEING
      PROPRIETARY







Attachment 1 to


6-1165-CKR-1322R1




SPECIAL ESCALATION PROGRAM
FACTORS




Included Aircraft with
scheduled Delivery Dates:




Calendar Year
                  Jan
                  Feb
                  Mar
                  Apr
                  May
                  Jun
                  Jul
                  Aug
                  Sep
                  Oct
                  Nov
                  Dec2011
                  ***
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                  ***
                  ***
                  ***
                  ***
                  ***
                  ***
                  ***
                  ***
                  ***2012
                  ***
                  ***
                  ***
                  ***
                  ***
                  ***
                  ***
                  ***
                  ***
                  ***
                  ***
                  ***2012
                  ***
                  ***
                  ***
                  ***
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                  ***
 Note:


The
Special Escalation Program Factors above reflect an annual rate of
escalation of 3.9% per year, starting from July 2006.




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                    S.A. 1Special_Escalation_ProgramBOEING
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