PURCHASE AGREEMENT NUMBER PA-03980 between The Boeing Company and China Southern Airlines Company Limited

Exhibit 4.7

PURCHASE AGREEMENT NUMBER PA-03980

between

The Boeing Company

and

China Southern Airlines Company Limited

with

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

as Consenting Party

Relating to Boeing Model 737-800 Aircraft

(Contract Reference No. 15SIES2015US)

GUN-PA-03980
Purchase Agreement	PA Page 1

BOEING PROPRIETARY

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

TABLE OF CONTENTS

ARTICLES

Article 1.	Quantity, Model and Description	PA Page 4

Article 2.	Delivery Schedule	PA Page 4

Article 3.	Price	PA Page 4

Article 4.	Payment	PA Page 5

Article 5.	Additional Terms	PA Page 5

TABLE

1.	Aircraft Information Table	PA Page 5

EXHIBIT

A.	Aircraft Configuration	EXA Page 2

B.	Aircraft Delivery Requirements and Responsibilities	EXB Page 2

SUPPLEMENTAL EXHIBITS

AE1.	Escalation Adjustment/Airframe and Optional Features	AE1 Page 1

BFE1.	BFE Variables	BFE1 Page 1

CS1.	Customer Support Variables	CS1 Page 1

EE1.	Engine Warranty and Patent Indemnity	EE1 Page 1

SLP1.	Service Life Policy Components	SLP1 Page 1

GUN-PA-03980

Purchase Agreement

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BOEING PROPRIETARY

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TABLE OF CONTENTS

LETTER AGREEMENTS

LA-1301160	Performance Guarantees

LA-1303672	Liquidated Damages Non-Excusable Delay

LA-1303677	Special Escalation Program

LA-1303678	Boeing Purchase of Buyer Furnished Equipment

LA-1303679	Government Approval

LA-1303680	Loading of Customer Software

LA-1303681	Open Configuration Matters

LA-1303682	Aircraft Model Substitution

LA-1303683	Promotional Support

LA-1303684	Seller Purchased Equipment

LA-1303685	Installation of Cabin Systems Equipment

LA-1303686	Clarifications and Understandings

LA-1303687	CASC Volume Agreement

LA-1303688	Airworthiness Directive Cost Participation Program

LA-1303689	Payment Matters

LA-1502329	Used Aircraft Trade-in Matters

LA-1502330	Purchase and Trade-in Framework Agreement

LA-1502887	Special Matters

LA-1503964	Agreement for Deviation from Cruise Range Guarantee – PG Attachment A

LA-1503965	Agreement for Deviation from Cruise Range Guarantee – PG Attachment B

LA-1504067	Customer Support Matters

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

BOEING PROPRIETARY

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

Purchase Agreement No. PA-03980

between

The Boeing Company

and

China Southern Airlines Company Limited

with

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

as Consenting Party

This Purchase Agreement No. PA-03980 between The Boeing Company, a Delaware corporation, (Boeing) and China Southern Airlines Company Limited (Customer) with China Southern Airlines Group Import and Export Trading Corp., Ltd. As consenting party (Consenting Party) relating to the purchase and sale of Model 737-800 aircraft together with all tables, exhibits, supplemental exhibits, letter agreements and other attachments thereto, if any, (Purchase Agreement) incorporates the terms and conditions (except as specifically set forth below) of the Aircraft General Terms Agreement dated as of September 19, 2000, between Boeing and Consenting Party (formerly known as China Southern Airlines Group Import and Export Trading Corp., Ltd.), identified as AGTA-GUN (AGTA). All capitalized terms used but not defined in this Purchase Agreement have the same meaning as in the AGTA, except that the term “Customer” in this Purchase Agreement shall mean “Buyer” in the AGTA.

Quantity, Model and Description.

The aircraft to be delivered to Customer will be designated as Model 737-800 aircraft (Aircraft). Boeing will manufacture and sell to Customer Aircraft conforming to the configuration described in Exhibit A in the quantities listed in Table 1 to the Purchase Agreement.

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.

Price.

3.1 Aircraft Basic Price. The Aircraft Basic Price is listed in Table 1 and is subject to escalation in accordance with the terms of this Purchase Agreement.

GUN-PA-03980

Purchase Agreement

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BOEING PROPRIETARY

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

Payment.

4.1 Boeing acknowledges receipt of a deposit in the amount shown in Table 1 for each Aircraft (Deposit).

4.2 The standard advance payment schedule for the Model 737-800 aircraft requires Customer to make certain advance payments, expressed in a percentage of the Advance Payment Base Price of each Aircraft beginning with a payment of [***************************] less the Deposit, on the effective date of the Purchase Agreement for the Aircraft. Additional advance payments for each Aircraft are due as specified in and on the first business day of the months listed in the attached Table 1.

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

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

Additional Terms.

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

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

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

5.4 Customer Support Variables. Information, training, services and other things furnished by Boeing in support of introduction of the Aircraft into Customer’s fleet are described in Supplemental Exhibit CS1. The level of support to be provided under Supplemental Exhibit CS1 (Entitlements) assumes that at the time of delivery of Customer’s first Aircraft under the Purchase Agreement, Customer has taken possession of a Boeing Model 737-800 aircraft whether such Boeing Model 737-800 aircraft was purchased, leased or otherwise obtained by Customer from Boeing or another party.

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

GUN-PA-03980

Purchase Agreement

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BOEING PROPRIETARY

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

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

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

AGREED AND ACCEPTED this


Date

THE BOEING COMPANY

By
Its	Attorney-In-Fact

CHINA SOUTHERN AIRLINES COMPANY LIMITED

By
Its

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

By
Its

GUN-PA-03980

Purchase Agreement

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BOEING PROPRIETARY

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Table 1 To

Purchase Agreement No. PA-03980

Aircraft Delivery, Description, Price and Advance Payments

Airframe Model/MTOW:	737-800	161500 pounds		Detail Specification: D019A001GUN38P-4 REVISION I (3/6/2015)
Engine Model/Thrust:	CFM56-7B26	26400 pounds		Airframe Price Base Year/Escalation Formula:	[********]	[**********]
Airframe Price:		[**********]		Engine Price Base Year/Escalation Formula:	[********]	[**********]
Optional Features:		[**********]
Sub-Total of Airframe and Features:		[**********]		Airframe Escalation Data:
Engine Price (Per Aircraft):		[**********]		Base Year Index (ECI):	[********]
Aircraft Basic Price (Excluding BFE/SPE):		[**********]		Base Year Index (ICI):	[********]
Buyer Furnished Equipment (BFE) Estimate:		[**********]
Seller Purchased Equipment (SPE) Estimate:		[**********]

Refundable Deposit/Aircraft at Proposal Accept:			[**********]

Escalation

Escalation Estimate

Advance Payment Per Aircraft (Amts. Due/Mos. Prior to Delivery):

Delivery

Number of

Factor

Adv Payment Base

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

Date

Aircraft

(Airframe)

Price Per A/P

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

Feb-2017

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

Mar-2017

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

May-2017

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

Jul-2017

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

Aug-2017

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

Sep-2017

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

Oct-2017

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

Nov-2017

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

Jan-2018

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

Feb-2018

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

Mar-2018

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

Apr-2018

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

May-2018

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

GUN-PA-03980 65541-1F.TXT

Page 1

BOEING PROPRIETARY

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Table 1 To

Purchase Agreement No. PA-03980

Aircraft Delivery, Description, Price and Advance Payments

Escalation

Escalation Estimate

Advance Payment Per Aircraft (Amts. Due/Mos. Prior to Delivery):

Delivery

Number of

Factor

Adv Payment Base

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

Date

Aircraft

(Airframe)

Price Per A/P

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

Jun-2018

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

Jul-2018

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

Aug-2018

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

Sep-2018

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

Total:

GUN-PA-03980 65541-1F.TXT

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AIRCRAFT CONFIGURATION

between

THE BOEING COMPANY

and

China Southern Airlines Company Limited

with

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

as Consenting Party

Exhibit A to Purchase Agreement Number PA-03980

GUN-PA-03980-EXA

EXA Page 1

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Exhibit A

AIRCRAFT CONFIGURATION

relating to

BOEING MODEL 737-800 AIRCRAFT

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

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

GUN-PA-03980-EXA

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AIRCRAFT DELIVERY REQUIREMENTS AND RESPONSIBILITIES

between

THE BOEING COMPANY

and

China Southern Airlines Company Limited

with

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

as Consenting Party

Exhibit B to Purchase Agreement Number PA-03980

GUN-PA-03980-EXB

EXB Page 1

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Exhibit B

AIRCRAFT DELIVERY REQUIREMENTS AND RESPONSIBILITIES

relating to

BOEING MODEL 737-800 AIRCRAFT

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

Government Documentation Requirements.

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

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

Customer is responsible for furnishing any Temporary or Permanent Registration Certificates required by any governmental authority having jurisdiction to be displayed aboard the Aircraft after delivery.

1.2 Certificate of Sanitary Construction.

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

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

1.3 Customs Documentation.

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

GUN-PA-03980-EXB

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

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

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

Insurance Certificates.

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

Notice of Flyaway Configuration.

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

(i)

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

(ii)

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

(iii)

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

(iv)

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

GUN-PA-03980-EXB

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(v) a complete ferry flight itinerary.

Delivery Actions By Boeing.

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

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

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

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

Aircraft Model		Fuel Provided
737		[*****]

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

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

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

Delivery Actions By Customer.

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

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

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

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

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TSA approval. Customer will provide a copy of the approved TSA waiver to Boeing upon arrival at the Boeing delivery center.

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

GUN-PA-03980-EXB

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ESCALATION ADJUSTMENT

AIRFRAME AND OPTIONAL FEATURES

between

THE BOEING COMPANY

and

China Southern Airlines Company Limited

with

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

as Consenting Party

Supplemental Exhibit AE1

to Purchase Agreement Number PA-03980

GUN-PA-03980-AE1

AE1 Page 1

BOEING PROPRIETARY

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ESCALATION ADJUSTMENT

AIRFRAME AND OPTIONAL FEATURES

relating to

BOEING MODEL 737-800 AIRCRAFT

Formula.

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

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

Where:

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

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

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

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

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

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

Where:

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

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

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

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

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

GUN-PA-03980-AE1

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

Where:

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

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

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

*********************************] calculated as a three (3) month arithmetic average of the released monthly values (expressed as a decimal and rounded to the nearest tenth) using the values for the 11^th, 12^th, and 13^th months prior to the month of scheduled delivery of the applicable Aircraft.

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

Where:

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

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

Note:

(i)

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

(ii)

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

(iii)

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

(iv)

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

GUN-PA-03980-AE1

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(v)

The final value of P_a will be rounded to the nearest dollar.

(vi)

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

Values to be Utilized in the Event of Unavailability.

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

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

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

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

Note:

(i)

The values released by the Bureau of Labor Statistics and available to Boeing thirty (30) days prior to the first day of the scheduled delivery month of an Aircraft will be used to determine the ECI and ICI values for the applicable months (including those noted as preliminary by the Bureau of Labor Statistics) to calculate the Airframe Price Adjustment for the Aircraft invoice at the

GUN-PA-03980-AE1

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time of delivery. The values will be considered final and no Airframe Price Adjustments will be made after Aircraft delivery for any subsequent changes in published index values, subject always to paragraph 2.4 above.

(ii)

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

GUN-PA-03980-AE1

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BUYER FURNISHED EQUIPMENT VARIABLES

between

THE BOEING COMPANY

and

China Southern Airlines Company Limited

with

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

as Consenting Party

Supplemental Exhibit BFE1

to Purchase Agreement Number PA-03980

GUN-PA-03980-BFE1

BFE1 Page 1

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BUYER FURNISHED EQUIPMENT VARIABLES

relating to

BOEING MODEL 737-800 AIRCRAFT

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

Supplier Selection.

Customer will:

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

Galley System	January 29, 2016

Galley Inserts	January 29, 2016

Seats (passenger)	January 29, 2016

Overhead & Audio System	January 19, 2016

In-Seat Video System	January 19, 2016

Miscellaneous Emergency Equipment	January 19, 2016

Cargo Handling Systems* (Single Aisle Programs only)	January 19, 2016

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

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

On-dock Dates and Other Information.

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

GUN-PA-03980-BFE1

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Nominal Del
Date

Aircraft
Qty

Seats

Galley /
Furnishings

Antennas &
Mounting
Equipment

Avionics

Cabin
Systems
Equipment

Misc.
Emergency
Equipment

Textiles /
Raw
Materials

Cargo
Systems

Provision
Kits

Radomes

Feb 2017

12/15/16

12/08/16

10/18/16

12/08/16

09/01/16

11/23/16

08/01/16

11/08/16

Mar 2017

01/20/17

01/13/17

11/15/16

01/13/17

09/30/16

12/22/16

08/29/16

12/07/16

May 2017

03/22/17

03/15/17

01/24/17

03/15/17

12/01/16

03/01/17

10/28/16

02/14/17

Jul 2017

05/23/17

05/16/17

03/27/17

05/16/17

02/09/17

05/02/17

01/09/17

04/17/17

Aug 2017

06/21/17

06/14/17

04/24/17

06/14/17

03/09/17

05/31/17

02/06/17

05/15/17

Sep 2017

07/25/17

07/18/17

05/25/17

07/18/17

04/11/17

07/03/17

03/09/17

06/16/17

Oct 2017

08/22/17

08/15/17

06/23/17

08/15/17

05/09/17

08/01/17

04/06/17

07/17/17

Nov 2017

09/22/17

09/15/17

07/26/17

09/15/17

06/09/17

08/31/17

05/08/17

08/16/17

Jan 2018

11/13/17

11/06/17

09/15/17

11/06/17

08/01/17

10/23/17

06/28/17

10/06/17

Feb 2018

12/15/17

12/08/17

10/17/17

12/08/17

08/31/17

11/22/17

07/31/17

11/07/17

Mar 2018

01/22/18

01/15/18

11/14/17

01/15/18

09/29/17

12/22/17

08/28/17

12/07/17

Apr 2018

02/21/18

02/14/18

12/18/17

02/14/18

10/31/17

01/31/18

09/28/17

01/16/18

May 2018

03/22/18

03/15/18

01/24/18

03/15/18

12/01/17

03/01/18

10/27/17

02/14/18

Jun 2018

04/24/18

04/17/18

02/26/18

04/17/18

01/11/18

04/03/18

12/01/17

03/19/18

Jul 2018

05/23/18

05/16/18

03/27/18

05/16/18

02/09/18

05/02/18

01/09/18

04/17/18

Aug 2018

06/23/18

06/16/18

04/27/18

06/16/18

03/09/18

06/02/18

02/09/18

05/17/18

Sep 2018

07/25/18

07/18/18

05/29/18

07/18/18

04/13/18

07/04/18

03/13/18

06/19/18

Total Aircraft

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BOEING PROPRIETARY

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Additional Delivery Requirements - Import.

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

xxxx://xxx.xxxxxx.xxx/xxxxxxxxxxxxxx/xxxxxxxx/xxxxxxxx_xxxxxx/xxxxx_xxxxxxx.xxxx

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BOEING PROPRIETARY

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CUSTOMER SUPPORT VARIABLES

between

THE BOEING COMPANY

and

China Southern Airlines Company Limited

with

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

as Consenting Party

Supplemental Exhibit CS1

to Purchase Agreement Number PA-03980

GUN-PA-03980-CS1

CS1 Page 1

BOEING PROPRIETARY

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

CUSTOMER SUPPORT VARIABLES

relating to

BOEING MODEL 737-800 AIRCRAFT

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

Maintenance Training.

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

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

Flight Training.

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

Planning Assistance.

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

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

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

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

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

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BOEING PROPRIETARY

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Technical Data and Documents.

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

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BOEING PROPRIETARY

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ENGINE ESCALATION,

ENGINE WARRANTY AND PATENT INDEMNITY

between

THE BOEING COMPANY

and

China Southern Airlines Company Limited

with

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

as Consenting Party

Supplemental Xxxxxxx XX0

to Purchase Agreement Number PA-03980

XXX-XX-00000-XX0

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BOEING PROPRIETARY

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ENGINE ESCALATION

ENGINE WARRANTY AND PATENT INDEMNITY

relating to

BOEING MODEL 737-800 AIRCRAFT

ENGINE ESCALATION.

No separate engine escalation methodology is defined for the 000-000, -000, -000, -000 or -900ER Aircraft. Pursuant to the AGTA, the engine prices for these Aircraft are included in and will be escalated in the same manner as the Airframe.

ENGINE WARRANTY AND PRODUCT SUPPORT PLAN.

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

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

2.2 Patents.

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

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BOEING PROPRIETARY

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

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

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

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

2.4 Warranty Pass-On.

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

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

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

2.5 New Engine Warranty.

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

(i)

Parts Credit Allowance will be granted for any Failed Parts.

(ii)

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

(iii)

Such Parts Credit Allowance and Labor Allowance will be: [*********************************************************************

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

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

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

*****]

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

(i)

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

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

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

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

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

(ii)

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

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

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

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

2.7 Ultimate Life Warranty.

2.7.1 CFM warrants Ultimate Life limits on the following Parts:

(i)

Fan and Compressor Disks/Drums

(ii)

Fan and Compressor Shafts

(iii)

Compressor Discharge Pressure Seal (CDP)

(iv)

Turbine Disks

(v)

HPT Forward and Stub Shaft

(vi)

LPT Driving Cone

(vii)

LPT Shaft and Stub Shaft

2.7.2

CFM will grant a pro rata Parts Credit Allowance decreasing from

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

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BOEING PROPRIETARY

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

2.8 Campaign Change Warranty.

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

Engines and Modules

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

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

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

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

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

2.10 Indemnity and Contribution.

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

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BOEING PROPRIETARY

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

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BOEING PROPRIETARY

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TABLE 1

XXX00 XXXXXXXX PARTS LIST

FLIGHT HOURS

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

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TABLE 1

XXX00 XXXXXXXX PARTS LIST

FLIGHT HOURS

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

XXX-XX-00000-XX0

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SERVICE LIFE POLICY COMPONENTS

between

THE BOEING COMPANY

and

China Southern Airlines Company Limited

with

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

as Consenting Party

Supplemental Exhibit SLP1

to Purchase Agreement Number PA-03980

GUN-PA-03980-SLP1

SLP1 Page 1

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

SERVICE LIFE POLICY COMPONENTS

relating to

BOEING MODEL 737-800 AIRCRAFT

This is the listing of SLP Components for the Aircraft which relate to Part 3, Boeing Service Life Policy of Exhibit C, Product Assurance Document to the AGTA and is a part of Purchase Agreement No. PA-03980.

Wing.

(i)

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

(ii)

Wing spar webs, chords and stiffeners.

(iii)

Inspar wing ribs.

(iv)

Inspar splice plates and fittings.

(v)

Main landing gear support structure.

(vi)

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

(vii)

Wing-to-body structural attachments.

(viii)

Engine strut support fittings attached directly to wing primary structure.

(ix)

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

(x)

Trailing edge flap tracks and carriages.

(xi)

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

Body.

(i)

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

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BOEING PROPRIETARY

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(ii)

Window and windshield structure but excluding the windows and windshields.

(iii)

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

(iv)

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

(v)

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

(vi)

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

(vii)

Forward and aft pressure bulkheads.

(viii)

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

(ix)

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

(x)

Support structure in the body for the stabilizer pivot and stabilizer screw.

Vertical Stabilizer.

(i)

External skins between front and rear spars.

(ii)

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

(iii)

Inspar ribs.

(iv)

Rudder hinges and supporting ribs, excluding bearings.

(v)

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

(vi)

Rudder internal, fixed attachment and actuator support structure.

Horizontal Stabilizer.

(i)

External skins between front and rear spars.

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SLP1 Page 3

BOEING PROPRIETARY

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

(ii)

Front and rear spar chords, webs and stiffeners.

(iii)

Inspar ribs.

(iv)

Stabilizer center section including hinge and screw support structure.

(v)

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

(vi)

Elevator internal, fixed attachment and actuator support structure.

Engine Strut.

(i)

Strut external surface skin and doublers and stiffeners.

(ii)

Internal strut chords, frames and bulkheads.

(iii)

Strut to wing fittings and diagonal brace.

(iv)

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

Main Landing Gear.

(i)

Outer cylinder.

(ii)

Inner cylinder, including axles.

(iii)

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

(iv)

Drag strut.

(v)

Orifice support tube.

(vi)

Downlock links including spindles and universals.

(vii)

Torsion links.

(viii)

Xxxx crank.

(ix)

Trunnion link.

(x)

Actuator beam, support link and beam arm.

Nose Landing Gear.

(i)

Outer cylinder.

(ii)

Inner cylinder, including axles.

(iii)

Orifice support tube.

(iv)

Upper and lower drag strut, including lock links.

(v)

Steering plates and steering collars.

GUN-PA-03980-SLP1

SLP1 Page 4

BOEING PROPRIETARY

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

(vi)

Torsion links.

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

GUN-PA-03980-SLP1

SLP1 Page 5

BOEING PROPRIETARY

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

	The Boeing Company
	X.X. Xxx 0000
	Xxxxxxx, XX 00000-0000

XXX-XX-00000-XX-0000000

Xxxxx Southern Airlines Company Limited

Xx. 000, Xxxxxxx Xxxx,

Xxxxxx Xxxxxxxx, Xxxxxxxxx,

Xxxxxx'x Xxxxxxxx of China, 510406

Subject:	Aircraft Performance Guarantees

Reference:	Purchase Agreement No. PA-03980 (Purchase Agreement) between The Boeing Company (Boeing) and China Southern Airlines Company Limited (Customer) with China Southern Airlines Group Import and Export Trading Corp., Ltd. (Consenting Party) relating to Model 737-800 aircraft (Aircraft)

Boeing agrees to provide Customer with the performance guarantees in the Attachments A and B. The performance guarantees in Attachment A to this Letter Agreement are applicable to the Aircraft set forth in Table 1 of the Purchase Agreement with configuration of [***********************************************************************************************
**************************************************************************************], in accordance with Boeing’s standard price and offerability process, then the performance guarantees in Attachment B to this Letter Agreement will be applicable to the relevant Aircraft. These guarantees are exclusive and expire upon delivery of the Aircraft to Customer.

Assignment.

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

Confidential Treatment.

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

BOEING PROPRIETARY

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

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

Very truly yours,

AGREED AND ACCEPTED this

Date

THE BOEING COMPANY

By

Its	Attorney-In-Fact

CHINA SOUTHERN AIRLINES COMPANY LIMITED

By

Its

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

By

Its

GUN-PA-03980-LA-1301160
Performance Guarantees	LA Page 2

BOEING PROPRIETARY

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

Attachment A to Letter Agreement

No. 1301160

CFM56-7B26E Engines

Page 1

MODEL 737-800 with winglets PERFORMANCE GUARANTEES

FOR China Southern Airlines Company Limited

	SECTION	CONTENTS

	1	AIRCRAFT MODEL APPLICABILITY

	2	FLIGHT PERFORMANCE

	3	MANUFACTURER'S EMPTY WEIGHT

	4	AIRCRAFT CONFIGURATION

	5	GUARANTEE CONDITIONS

	6	GUARANTEE COMPLIANCE

	7	EXCLUSIVE GUARANTEES

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

BOEING PROPRIETARY

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

Attachment A to Letter Agreement

No. 1301160

CFM56-7B26E Engines

Page 2

AIRCRAFT MODEL APPLICABILITY

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

FLIGHT PERFORMANCE

2.1

Takeoff

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

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

2.2

Landing

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

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

2.3

Cruise Range

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

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

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

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

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

BOEING PROPRIETARY

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

Attachment A to Letter Agreement

No. 1301160

CFM56-7B26E Engines

Page 3

Conditions and operating rules:

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

MANUFACTURER'S EMPTY WEIGHT

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

AIRCRAFT CONFIGURATION

4.1

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

4.2

The Manufacturer's Empty Weight guarantee of Section 3 will be adjusted by Boeing for the following in its evidence of compliance with the guarantees:

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

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

GUARANTEE CONDITIONS

5.1

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

5.2

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

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

BOEING PROPRIETARY

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

Attachment A to Letter Agreement

No. 1301160

CFM56-7B26E Engines

Page 4

5.3

In the event a change is made to any law, governmental regulation or requirement, or in the interpretation of any such law, governmental regulation or requirement that affects the certification basis for the Aircraft as described in Paragraph 5.2, and as a result thereof, a change is made to the configuration and/or the performance of the Aircraft in order to obtain certification, the guarantees set forth in this Attachment shall be appropriately modified to reflect any such change.

5.4

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

5.5

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

5.6

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

5.7

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

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

BOEING PROPRIETARY

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

Attachment A to Letter Agreement

No. 1301160

CFM56-7B26E Engines

Page 5

GUARANTEE COMPLIANCE

6.1

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

6.2

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

6.3

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

6.4

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

6.5

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

6.6

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

EXCLUSIVE GUARANTEES

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

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

BOEING PROPRIETARY

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

Attachment B to Letter Agreement

No. LA-1301160

CFM56-7B26E Engines

Page 1

MODEL 737-800 with winglets PERFORMANCE GUARANTEES

FOR China Southern Airlines Company Limited

	SECTION	CONTENTS

	1	AIRCRAFT MODEL APPLICABILITY

	2	FLIGHT PERFORMANCE

	3	MANUFACTURER'S EMPTY WEIGHT

	4	AIRCRAFT CONFIGURATION

	5	GUARANTEE CONDITIONS

	6	GUARANTEE COMPLIANCE

	7	EXCLUSIVE GUARANTEES

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

BOEING PROPRIETARY

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

Attachment B to Letter Agreement

No. LA-1301160

CFM56-7B26E Engines

Page 2

AIRCRAFT MODEL APPLICABILITY

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

FLIGHT PERFORMANCE

2.1

Takeoff

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

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

2.2

Landing

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

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

2.3

Cruise Range

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

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

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

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

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

BOEING PROPRIETARY

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

Attachment B to Letter Agreement

No. LA-1301160

CFM56-7B26E Engines

Page 3

Conditions and operating rules:

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

MANUFACTURER'S EMPTY WEIGHT

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

AIRCRAFT CONFIGURATION

4.1

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

4.2

The Manufacturer's Empty Weight guarantee of Section 3 will be adjusted by Boeing for the following in its evidence of compliance with the guarantees:

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

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

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

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

BOEING PROPRIETARY

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

Attachment B to Letter Agreement

No. LA-1301160

CFM56-7B26E Engines

Page 4

5.3

5.4

5.5

5.6

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

5.7

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

GUARANTEE COMPLIANCE

6.1

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

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

BOEING PROPRIETARY

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

Attachment B to Letter Agreement

No. LA-1301160

CFM56-7B26E Engines

Page 5

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

6.2

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

6.3

6.4

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

6.5

6.6

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

EXCLUSIVE GUARANTEES

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

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

BOEING PROPRIETARY

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

	The Boeing Company
	X.X. Xxx 0000
	Xxxxxxx, XX 00000-0000

XXX-XX-00000-XX-0000000

Xxxxx Southern Airlines Company Limited

Xx. 000, Xxxxxxx Xxxx,

Xxxxxx Xxxxxxxx, Xxxxxxxxx,

Xxxxxx'x Xxxxxxxx of China, 510406

Subject:	Liquidated Damages – Non-Excusable Delay

Reference:	Purchase Agreement No. PA-03980 (Purchase Agreement) between The Boeing Company (Boeing) and China Southern Airlines Company Limited (Customer) with China Southern Airlines Group Import and Export Trading Corp., Ltd. (Consenting Party) relating to Model 737-800 aircraft (Aircraft)

Definition of Terms:

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

Liquidated Damages.

Boeing agrees to pay Customer liquidated damages for each day of Non-Excusable Delay in excess of [************] days (collectively the Non-Excusable Delay Payment Period) at a fixed, not subject to escalation, [***********************************************************************************************

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

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

Interest.

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

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

BOEING PROPRIETARY

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

The product of the daily interest rate (computed by dividing the interest rate in effect for each day by three hundred sixty-five (365) days, or three hundred sixty-six (366) days, as the case may be) times the entire amount of advance payments received by Boeing for such Aircraft. The interest rate in effect for each day shall be computed using [***********************************************************************************************

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

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

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

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

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

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

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

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

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

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

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

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

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

BOEING PROPRIETARY

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

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

Exclusive Remedies.

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

Assignment.

Confidential Treatment.

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

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

BOEING PROPRIETARY

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

Very truly yours,

AGREED AND ACCEPTED this

Date

THE BOEING COMPANY

By

Its	Attorney-In-Fact

CHINA SOUTHERN AIRLINES COMPANY LIMITED

By

Its

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

By

Its

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

BOEING PROPRIETARY

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

	The Boeing Company
	X.X. Xxx 0000
	Xxxxxxx, XX 00000-0000

XXX-XX-00000-XX-0000000

Xxxxx Southern Airlines Company Limited

Xx. 000, Xxxxxxx Xxxx,

Xxxxxx Xxxxxxxx, Xxxxxxxxx,

Xxxxxx'x Xxxxxxxx of China, 510406

Subject:	[***********************]

Reference:	Purchase Agreement No. 03980 (Purchase Agreement) between The Boeing Company (Boeing) and China Southern Airlines Company Limited (Customer) with China Southern Airlines Group Import and Export Trading Corp., Ltd. (Consenting Party) relating to Model 737-800 aircraft (Aircraft)

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

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

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

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

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

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

BOEING PROPRIETARY

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

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

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

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

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

[*******]

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

Where:

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

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

BOEING PROPRIETARY

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

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

Effect on Advance Payments.

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

Aircraft Applicability.

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

Applicability to Other Financial Consideration.

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

Assignment.

Confidential Treatment.

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

BOEING PROPRIETARY

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

Very truly yours,

AGREED AND ACCEPTED this

Date

THE BOEING COMPANY

By

Its	Attorney-In-Fact

CHINA SOUTHERN AIRLINES COMPANY LIMITED

By

Its

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

By

Its

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

BOEING PROPRIETARY

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

ATTACHMENT A

Airframe Price Base Year: [***]

Beginning of Capped Period: [***]

End of Capped Period: [***]

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

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

BOEING PROPRIETARY

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

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

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

BOEING PROPRIETARY

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

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

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

BOEING PROPRIETARY

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

The Boeing Company
X.X. Xxx 0000
Xxxxxxx, XX 00000-0000

XXX-XX-00000-XX-0000000

Xxxxx Southern Airlines Company Limited

Xx. 000, Xxxxxxx Xxxx,

Xxxxxx Xxxxxxxx, Xxxxxxxxx,

Xxxxxx'x Xxxxxxxx of China, 510406

Subject:

Boeing Purchase of Buyer Furnished Equipment

Reference:

Purchase Agreement No. PA-03980 (Purchase Agreement) between The Boeing Company (Boeing) and China Southern Airlines Company Limited (Customer) with China Southern Airlines Group Import and Export Trading Corp., Ltd. (Consenting Party) relating to Model 737-800 aircraft (Aircraft)

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

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

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

GUN-PA-03980-LA-1303678
Boeing Purchase of Buyer Furnished Equipment	LA Page 1

BOEING PROPRIETARY

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

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 Xxxx of Sale plus any amounts which are identified at the time of Aircraft delivery to be due to Boeing from Customer pursuant to the provisions of paragraph 3, above. The remainder of any charges due Boeing from Customer pursuant to paragraph 3 will be payable to Boeing upon demand.

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

6. Customer will indemnify and hold harmless Boeing from and against all claims and liabilities, including costs and expenses (including attorneys' fees) incident thereto or incident to successfully establishing the right to indemnification, for injury to or death of any person or persons, including employees of Customer but not employees of Boeing, or for loss of or damage to any property, including any aircraft, arising out of or in any way connected with the performance by Boeing of services or other obligations under this Letter Agreement and whether or not arising in tort or occasioned in whole or in part by the negligence of Boeing.

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

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

XXX-XX-00000-XX-0000000
Xxxxxx Purchase of Buyer Furnished Equipment	LA Page 2

BOEING PROPRIETARY

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

Very truly yours,

AGREED AND ACCEPTED this


Date

THE BOEING COMPANY

By

Its	Attorney-In-Fact

CHINA SOUTHERN AIRLINES COMPANY LIMITED

By

Its

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

By

Its

GUN-PA-03980-LA-1303678
Boeing Purchase of Buyer Furnished Equipment	LA Page 3

BOEING PROPRIETARY

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

Exhibit A

FULL WARRANTY XXXX OF SALE

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

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

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

China Southern Airlines Company Limited


Signature


Printed Name


Title

Dated:

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

GUN-PA-03980-LA-1303678
Boeing Purchase of Buyer Furnished Equipment	LA Page 4

BOEING PROPRIETARY

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

THE BOEING COMPANY


Signature


Printed Name

Attorney-in-Fact

GUN-PA-03980-LA-1303678
Boeing Purchase of Buyer Furnished Equipment	LA Page 5

BOEING PROPRIETARY

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

SCHEDULE OF BUYER FURNISHED EQUIPMENT (BFE)

Applicable to: +

Aircraft Model: <Model>

Manufacturer's Serial No.: <MSN>

GUN-PA-03980-LA-1303678
Boeing Purchase of Buyer Furnished Equipment	LA Page 6

BOEING PROPRIETARY

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

Exhibit B

BOEING XXXX OF SALE

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

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

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

THE BOEING COMPANY


Signature


Printed Name

Attorney-in-Fact
Title

Dated:

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

GUN-PA-03980-LA-1303678
Boeing Purchase of Buyer Furnished Equipment	LA Page 7

BOEING PROPRIETARY

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

CHINA SOUTHERN AIRLINES COMPANY LIMITED


Signature


Printed Name

GUN-PA-03980-LA-1303678
Boeing Purchase of Buyer Furnished Equipment	LA Page 8

BOEING PROPRIETARY

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

SCHEDULE OF BUYER FURNISHED EQUIPMENT (BFE)

Applicable to: +

Aircraft Model: <Model>

Manufacturer's Serial No.: <MSN>

GUN-PA-03980-LA-1303678
Boeing Purchase of Buyer Furnished Equipment	LA Page 9

BOEING PROPRIETARY

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

The Boeing Company
X.X. Xxx 0000
Xxxxxxx, XX 00000-0000

XXX-XX-00000-XX-0000000

Xxxxx Southern Airlines Company Limited

Xx. 000, Xxxxxxx Xxxx,

Xxxxxx Xxxxxxxx, Xxxxxxxxx,

Xxxxxx'x Xxxxxxxx of China, 510406

Subject:

Government Approval

Reference:

1. Government Approval.

Boeing and Customer both acknowledge that it is necessary for Customer to obtain government approval to import the Aircraft into the People’s Republic of China (Government Approval). Customer agrees to use best efforts to obtain Government Approval and notify Boeing promptly in writing as soon as approval has been obtained. In cooperation with Customer, Boeing shall provide reasonable assistance to Customer in preparing informational materials relating to the Purchase Agreement and the Aircraft which Customer advises are reasonably required for the Government Approval process. Customer shall advise Boeing as soon as practical of the specific assistance which Customer plans to request from Boeing.

2. Flexibility.

Boeing and Customer will work together to ensure the delivery schedule and advance payments as specified in Table 1 of the Purchase Agreement are met. If Boeing has not received written notification from Customer that Government Approval has been obtained [***************] months prior to Aircraft delivery and Customer is not current with advance payments for all Aircraft per the Purchase Agreement, then Boeing may, after consultation with Customer, take one or more of the actions set forth below for the Aircraft as it deems appropriate based on Boeing’s production considerations and requirements, while expressly reserving all of Boeing’s rights and remedies under law.

GUN-PA-03980-LA-1303679
Government Approval	LA Page 1

BOEING PROPRIETARY

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

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

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

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

2.1.2 Advance payments for each such rescheduled Aircraft will be calculated to the revised delivery month in accordance with the provisions of the Purchase Agreement.

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

2.1.4 As any delivery reschedule contemplated by this Letter Agreement is a direct result of not obtaining Government Approval in a timely fashion, Boeing will retain all advance payments received for a particular Aircraft prior to the reschedule of that Aircraft and apply those payments towards the future advance payments for that same rescheduled Aircraft. In no case will Boeing pay interest on any advance payment amounts or early payment resulting from the reschedule of the relevant Aircraft.

2.2 Terminate Aircraft. Boeing may terminate the Aircraft by providing Customer with written notice of such termination and shall promptly return to Customer, without interest, an amount equal to all advance payments paid by Customer for the terminated Aircraft.

3. Confidential Treatment.

GUN-PA-03980-LA-1303679
Government Approval	LA Page 2

BOEING PROPRIETARY

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

Very truly yours,

AGREED AND ACCEPTED this

Date

THE BOEING COMPANY

By

Its	Attorney-In-Fact

CHINA SOUTHERN AIRLINES COMPANY LIMITED

By

Its

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

By

Its

GUN-PA-03980-LA-1303679
Government Approval	LA Page 3

BOEING PROPRIETARY

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

The Boeing Company
X.X. Xxx 0000
Xxxxxxx, XX 00000-0000

XXX-XX-00000-XX-0000000

Xxxxx Southern Airlines Company Limited

Xx. 000, Xxxxxxx Xxxx,

Xxxxxx Xxxxxxxx, Xxxxxxxxx,

Xxxxxx'x Xxxxxxxx of China, 510406

Subject:

Loading of Customer Software

Reference:

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

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

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

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

GUN-PA-03980-LA-1303680
Loading of Customer Software	LA Page 1

BOEING PROPRIETARY

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

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

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

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

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

GUN-PA-03980-LA-1303680
Loading of Customer Software	LA Page 2

BOEING PROPRIETARY

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

Very truly yours,

AGREED AND ACCEPTED this

Date

THE BOEING COMPANY

By

Its	Attorney-In-Fact

CHINA SOUTHERN AIRLINES COMPANY LIMITED

By

Its

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

By

Its

GUN-PA-03980-LA-1303680
Loading of Customer Software	LA Page 3

BOEING PROPRIETARY

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

The Boeing Company
X.X. Xxx 0000
Xxxxxxx, XX 00000-0000

XXX-XX-00000-XX-0000000

Xxxxx Southern Airlines Company Limited

Xx. 000, Xxxxxxx Xxxx,

Xxxxxx Xxxxxxxx, Xxxxxxxxx,

Xxxxxx'x Xxxxxxxx of China, 510406

Subject:

Open Configuration Matters

Reference:

1. Aircraft Configuration.

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

1.2 Final Configuration Schedule. Customer and Boeing hereby agree to complete the configuration of the Aircraft using the then-current Boeing configuration documentation (Final Configuration) in accordance with the following schedule:

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

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

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

GUN-PA-03980-LA-1303681
Open Configuration Matters	LA Page 1

BOEING PROPRIETARY

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

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

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

2.2 Incorporation into Exhibit A of the Purchase Agreement, by written amendment, those optional features which have been agreed to by Customer and Boeing pursuant to Article 1.2 above (Customer Configuration Changes);

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

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

2.5 Changes to the Advance Payment Base Price of the Aircraft to adjust for the difference between the estimated amount included in Table 1 of the Purchase Agreement for Seller Purchased Equipment (SPE) and the price of the SPE reflected in the Customer Configuration Changes.

3. Other Letter Agreements.

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

3.1 Software. Additional provisions relating to software.

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

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

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

GUN-PA-03980-LA-1303681
Open Configuration Matters	LA Page 2

BOEING PROPRIETARY

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

Very truly yours,

AGREED AND ACCEPTED this


Date

THE BOEING COMPANY

By

Its	Attorney-In-Fact

CHINA SOUTHERN AIRLINES COMPANY LIMITED

By

Its

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

By

Its

GUN-PA-03980-LA-1303681
Open Configuration Matters	LA Page 3

BOEING PROPRIETARY

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

The Boeing Company

X.X. Xxx 0000

Xxxxxxx, XX 00000-0000

XXX-XX-00000-XX-0000000

Xxxxx Southern Airlines Company Limited

Xx. 000, Xxxxxxx Xxxx,

Xxxxxx Xxxxxxxx, Xxxxxxxxx,

Xxxxxx'x Xxxxxxxx of China, 510406

Subject:

Aircraft Model Substitution

Reference:

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

Customer’s Written Notice.

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

(i)

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

(ii)

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

Boeing’s Production Capability.

GUN-PA-03980-LA-1303682
Aircraft Model Substitution	LA Page 1

BOEING PROPRIETARY

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

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

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

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

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

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

Definitive Agreement.

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

Price and Advance Payments.

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

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

GUN-PA-03980-LA-1303682
Aircraft Model Substitution	LA Page 2

BOEING PROPRIETARY

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

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

Assignment.

Confidential Treatment.

GUN-PA-03980-LA-1303682
Aircraft Model Substitution	LA Page 3

BOEING PROPRIETARY

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

Very truly yours,

AGREED AND ACCEPTED this


Date

THE BOEING COMPANY

By

Its	Attorney-In-Fact

CHINA SOUTHERN AIRLINES COMPANY LIMITED

By

Its

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

By

Its

GUN-PA-03980-LA-1303682
Aircraft Model Substitution	LA Page 4

BOEING PROPRIETARY

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

The Boeing Company

X.X. Xxx 0000

Xxxxxxx, XX 00000-0000

XXX-XX-00000-XX-0000000

Xxxxx Southern Airlines Company Limited

Xx. 000, Xxxxxxx Xxxx,

Xxxxxx Xxxxxxxx, Xxxxxxxxx,

Xxxxxx'x Xxxxxxxx of China, 510406

Subject:

Promotional Support

Reference:

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

Definitions.

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

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

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

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

GUN-PA-03980-LA-1303683
Promotional Support	LA Page 1

BOEING PROPRIETARY

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

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

Commitment.

As more particularly set forth in this Letter Agreement, Boeing agrees to provide Promotional Support to Customer during the Performance Period in a value not to exceed [*****************************************************************************************] delivered to Customer and not to exceed [***************************************************] Covered Aircraft for each Covered Aircraft delivered to Customer thereafter.

Methods of Performance.

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

3.2 Notwithstanding the above, at Customer’s request and subject to a mutually agreed project, Boeing will provide certain Promotional Support during the Performance Period directly to Customer. The full value of such Boeing provided Promotional Support will be accounted for as part of the Commitment Limit and will correspondingly reduce the amount of Qualifying Third Party Fees that are subject to reimbursement pursuant to Article 3.1 above.

3.3 In the event Customer does not (i) utilize the full amount of the Commitment Limit within the Performance Period or (ii) submit its paid invoices for Qualifying Third Party Fees within the required time, as set forth in Article 3.1, Boeing will have no further obligation to Customer for such unused Commitment Limit or to reimburse Customer for such Qualifying Third Party Fees, respectively.

Project Approval.

Following the execution of this Letter Agreement, a Boeing Airline Marketing Services representative will meet with Customer’s designated representative to review and approve the extent, selection, scheduling, and funds disbursement process for the Promotional Support to be provided pursuant to this Letter Agreement.

Assignment.

GUN-PA-03980-LA-1303683
Promotional Support	LA Page 2

BOEING PROPRIETARY

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

Confidential Treatment.

GUN-PA-03980-LA-1303683
Promotional Support	LA Page 3

BOEING PROPRIETARY

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

Very truly yours,

AGREED AND ACCEPTED this


Date

THE BOEING COMPANY

By

Its	Attorney-In-Fact

CHINA SOUTHERN AIRLINES COMPANY LIMITED
By

Its

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

By

Its

GUN-PA-03980-LA-1303683
Promotional Support	LA Page 4

BOEING PROPRIETARY

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

The Boeing Company

X.X. Xxx 0000

Xxxxxxx, XX 00000-0000

XXX-XX-00000-XX-0000000

Xxxxx Southern Airlines Company Limited

Xx. 000, Xxxxxxx Xxxx,

Xxxxxx Xxxxxxxx, Xxxxxxxxx,

Xxxxxx'x Xxxxxxxx of China, 510406

Subject:

Seller Purchased Equipment

Reference:

Definition of Terms:

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

Price.

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

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

Customer Responsibilities.

Customer is responsible for:

(i)

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

GUN-PA-03980-LA-1303684
Seller Purchased Equipment	LA Page 1

BOEING PROPRIETARY

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

(ii)

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

(iii)

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

Boeing Responsibilities.

Boeing is responsible for:

(i)

placing and managing the purchase orders with the suppliers;

(ii)

coordinating with the suppliers on technical issues;

(iii)

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

(iv)

ensuring that the delivered SPE complies with the part specification;

(v)

obtaining certification of the Aircraft with the SPE installed;

(vi)

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

Supplier Selection For SPE Galleys and Seats.

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

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

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

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

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

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

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

IFE/CCS Software.

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

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

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

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

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such requirements. Customer and Customer’s Software supplier will have total responsibility for the writing, certification, modification, revision, or correction of any of Customer’s Software. Customer shall be responsible for and assumes all liability with respect to Customer’s Software.

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

5.2.3 Boeing has no obligation to approve any documentation to support Customer’s Software certification. Boeing will only review and operate Customer’s Software if in Boeing’s reasonable opinion such review and operation is necessary to certify the IFE/CCS system on the Aircraft.

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

Changes.

After Customer’s acceptance of this Letter Agreement, any changes to SPE may only be made by and between Boeing and the SPE suppliers. Customer requested changes to the SPE after execution of this Letter Agreement will be made by Customer in writing directly to Boeing for approval and for coordination by Boeing with the SPE supplier. Any such change to the configuration of the Aircraft will be subject to price and offerability through Boeing’s master change or other process for amendment of the Purchase Agreement.

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.

Remedies.

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

8.1 delay delivery of the Aircraft;

8.2 deliver the Aircraft without installing the SPE;

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

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

Title and Risk of Loss.

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

10.

Customer's Indemnification of Boeing.

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

11.

Definition.

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

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Very truly yours,

AGREED AND ACCEPTED this


Date

THE BOEING COMPANY

By

Its	Attorney-In-Fact

CHINA SOUTHERN AIRLINES COMPANY LIMITED

By

Its

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

By

Its

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Attachment A

Supplier Selection.

Customer will:

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

Galley System	January 29, 2016

Galley Inserts	January 29, 2016

Seats (passenger)	January 29, 2016

Overhead & Audio System	January 19, 2016

In-Seat Video System	January 19, 2016

Miscellaneous Emergency Equipment	January 19, 2016

Cargo Handling Systems* (Single Aisle Programs only)	January 19, 2016

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

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The Boeing Company

X.X. Xxx 0000

Xxxxxxx, XX 00000-0000

XXX-XX-00000-XX-0000000

Xxxxx Southern Airlines Company Limited

Xx. 000, Xxxxxxx Xxxx,

Xxxxxx Xxxxxxxx, Xxxxxxxxx,

Xxxxxx'x Xxxxxxxx of China, 510406

Subject:

Installation of Cabin Systems Equipment

Reference:

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

Because of the complexity of the CSE, special attention and additional resources will be required during the development, integration, and certification of the CSE and manufacture of the Aircraft to achieve proper operation of the CSE at the time of delivery of the Aircraft. To assist Customer, Boeing will perform the functions of project manager (Project Manager) as set forth in Attachment B.

Responsibilities.

1.1 Customer will:

1.1.1 provide Customer's CSE system requirements to Boeing;

1.1.2 select the CSE suppliers (Supplier(s)) and system configuration) from among those identified in the Option(s) listed in Attachment A to this Letter Agreement, on or before January 19, 2016; or as otherwise available in the then current 737 Standard Selections Catalog and formally offered by Boeing;

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

1.1.4 select Supplier part numbers;

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

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

1.1.7 negotiate and obtain agreements with any required service providers;

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

1.1.9 obligate Suppliers to:

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

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

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

1.2 Boeing will:

1.2.1 perform the Project Manager functions stated in Attachment B;

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1.2.2 provide Aircraft interface requirements to Suppliers;

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

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

1.2.5 coordinate the resolution of technical issues with Suppliers;

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

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

2. Software.

CSE systems may contain software of the following two types:

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

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

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

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

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

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

Changes.

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

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

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

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

Supplier Defaults.

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

Exhibits B and C to the AGTA.

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

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6. Boeing’s Remedies.

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

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

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

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

7. Advance Payments.

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

7.2 Aircraft Price. The Aircraft Price will include the actual CSE prices and any associated transportation costs charged Boeing by Suppliers or otherwise incurred by Boeing.

8. Customer's Indemnification of Boeing.

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

9. Title and Risk of Loss.

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

If the foregoing correctly sets forth your understanding of our agreement with respect to the matters treated above, please indicate your acceptance and approval below.

Very truly yours,

AGREED AND ACCEPTED this

Date

THE BOEING COMPANY

By

Its	Attorney-In-Fact


CHINA SOUTHERN AIRLINES COMPANY LIMITED

By

Its

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

By

Its

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Attachment A

Cabin Systems Equipment

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

Option Request Number and Title

2300CHXXXX

CABIN ENTERTAINMENT AND...

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Attachment B

Project Manager

1. Project Management.

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

(i)

managing the development of all program schedules;

(ii)

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

(iii)

defining program metrics and status requirements;

(iv)

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

(v)

monitoring compliance with schedules;

(vi)

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

(vii)

managing the joint development of the CSE system specification; and

(viii)

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

2. System Integration.

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

(i)

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

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(ii)

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

(iii)

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

3. Seat Integration.

(i)

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

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The Boeing Company

X.X. Xxx 0000

Xxxxxxx, XX 00000-0000

XXX-XX-00000-XX-0000000

Xxxxx Southern Airlines Company Limited

Xx. 000, Xxxxxxx Xxxx,

Xxxxxx Xxxxxxxx, Xxxxxxxxx,

Xxxxxx'x Xxxxxxxx of China, 510406

Subject:	Clarifications and Understandings

Reference:	Purchase Agreement No. PA-03980 (Purchase Agreement) between The Boeing Company (Boeing) and China Southern Airlines Company Limited (Customer) with China Southern Airlines Group Import and Export Trading Corp., Ltd. (Consenting Party) relating to Model 737-800 aircraft (Aircraft)

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

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

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

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

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

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

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Article 4.2 refers to payments due on the “effective date” of the Purchase Agreement. Article 4.3 refers to payments due “upon signing” of the Purchase Agreement. The effective date of the Purchase Agreement is the day it is signed by Boeing, Customer and the Consenting Party. Such date appears in the first sentence of the Purchase Agreement and again just above the signature blocks of the parties to the Purchase Agreement. For clarification purposes, [************************************************************************************************
********]

1.3 Purchase Agreement, Article 5.7. Public Disclosure.

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

2. AGTA Article 5.3 Demonstration Flights.

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

3. AGTA Article 5.5 Special Aircraft Test Requirements.

Customer is concerned for the potential that flight and ground test hours on any Aircraft could [******************]. As an accommodation for Customer’s concern, Boeing will notify Customer for any flight and ground testing that would [**************] on an Aircraft. Customer and Boeing agree to discuss the matter if tests are for purposes other than the flight and ground tests described in Article 5.5 (i) and (ii) of the AGTA. For the avoidance of doubt, Boeing flight and ground tests [***************************] Customer’s Aircraft [******************************************************************.]

4. AGTA Article 6, Delivery.

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

5. AGTA Article 8.2 Insurance.

Customer is concerned about aircraft insurance requirements under Article 8.2 after Customer has sold an aircraft to a new owner. For clarity, after Customer has transferred the title of an aircraft to the new owner, Customer will be released from

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providing certificate of insurance to Boeing for that specific aircraft after Customer has provided Boeing the notification of such post-delivery sale (AGTA Appendix III provides such a reference notice). Notwithstanding the foregoing, Customer is not released from its obligation under Articles 8.2 during any period which Customer has control or possession of an aircraft.

6. AGTA Exhibit A, Buyer Furnished Equipment,

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

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

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

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

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

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

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

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

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

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

7.6 Article 4.7, Delegation of Authority. For clarity, if required to complete the delivery of Aircraft, Boeing will provide a legal opinion in form and substance satisfactory to the Customer in connection with delivery of the Aircraft.

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

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

9. Redacted version of Purchase Agreement.

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

10. AGTA Terms Revisions.

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

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

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

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11.2 Delay of an aircraft delivery caused by an event or events set out in Section 7.1 of the AGTA No. AGTA-GUN is subject to the provisions under section 7 of the AGTA. Delay of an aircraft delivery as defined in the Non-Excusable Delay Letter Agreement is subject to the provisions of the Non-Excusable Delay Letter Agreement LA-1303672. This applies to all Boeing aircraft and Boeing’s obligations under the Purchase Agreement including but not limited to Boeing’s obligations under the SPE Letter Agreement LA-1303684.

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

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

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

12.2 Delay of an aircraft delivery caused by an event or events set out in Section 7.1 of the AGTA No. AGTA-GUN is subject to the provisions under section 7 of the AGTA. Delay of an aircraft delivery as defined in the Non-Excusable Delay Letter Agreement is subject to the provisions of the Non-Excusable Delay Letter Agreement LA-1303672. This applies to all Boeing aircraft and Boeing’s obligations under the Purchase Agreement including but not limited to Boeing obligations under the CSE Letter Agreement LA-1303685.

12.3 Article 8. Customer’s Indemnification of Boeing. This last sentence of SPE Letter Agreement LA-1303685 Article 8 shall be modified to read: “This indemnity will not apply with respect to any nonconformance or defect caused solely by Boeing's storage, handling, and installation of the CSE.”

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

14. CAAC regulatory information

GUN-PA-03980-LA-1303686
Clarifications and Understandings	LA Page 5
BOEING PROPRIETARY

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

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

15. Assignment

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

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

16. Confidential Treatment.

GUN-PA-03980-LA-1303686
Clarifications and Understandings	LA Page 6
BOEING PROPRIETARY

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

Very truly yours,

AGREED AND ACCEPTED this

Date

THE BOEING COMPANY

By

Its	Attorney-In-Fact

CHINA SOUTHERN AIRLINES COMPANY LIMITED

By

Its

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

By

Its

GUN-PA-03980-LA-1303686
Clarifications and Understandings	LA Page 7
BOEING PROPRIETARY

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

The Boeing Company

X.X. Xxx 0000

Xxxxxxx, XX 00000-0000

XXX-XX-00000-XX-0000000

Xxxxx Southern Airlines Company Limited

Xx. 000, Xxxxxxx Xxxx,

Xxxxxx Xxxxxxxx, Xxxxxxxxx,

Xxxxxx'x Xxxxxxxx of China, 510406

Subject:	CASC Volume Agreement

Reference:	a) Purchase Agreement No. PA-03980 (Purchase Agreement) between The Boeing Company (Boeing) and China Southern Airlines Company Limited (Customer) with China Southern Airlines Group Import and Export Trading Corp., Ltd. (Consenting Party) relating to Model 737-800 aircraft (Aircraft)

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

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

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

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

1. Volume Agreement Option.

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

GUN-PA-03980-LA-1303687
CASC Volume Agreement	LA Page 1
BOEING PROPRIETARY

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

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

2. Assignment.

3. Confidential Treatment.

GUN-PA-03980-LA-1303687
CASC Volume Agreement	LA Page 2
BOEING PROPRIETARY

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

Very truly yours,

AGREED AND ACCEPTED this

Date

THE BOEING COMPANY

By

Its	Attorney-In-Fact

CHINA SOUTHERN AIRLINES COMPANY LIMITED

By

Its

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

By

Its

GUN-PA-03980-LA-1303687
CASC Volume Agreement	LA Page 3
BOEING PROPRIETARY

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

The Boeing Company

X.X. Xxx 0000

Xxxxxxx, XX 00000-0000

XXX-XX-00000-XX-0000000

Xxxxx Southern Airlines Company Limited

Xx. 000, Xxxxxxx Xxxx,

Xxxxxx Xxxxxxxx, Xxxxxxxxx,

Xxxxxx'x Xxxxxxxx of China, 510406

Subject:	Airworthiness Directive Cost Participation Program

Reference:	Purchase Agreement No. PA-03980 (Purchase Agreement) between The Boeing Company (Boeing) and China Southern Airlines Company Limited (Customer) with China Southern Airlines Group Import and Export Trading Corp., Ltd. (Consenting Party) relating to Model 737-800 aircraft (Aircraft)

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

1. Scope.

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

2. Term.

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

3. Boeing Participation.

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

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

XXX-XX-00000-XX-0000000
Xxxxxxxxxxxxx Directive Cost Participation Program	LA Page 1
BOEING PROPRIETARY

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

P =	Price to Customer

C =	The Boeing then-current sales price for such materials

T =	Total age in months (to the nearest month) of the Aircraft in which such materials are installed from the date of delivery of such Aircraft to the date of completion of such installation.

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

R =	[**************]

R =	Reimbursement amount provided to Customer.

L =	The product of Customer's direct labor man-hours expended in actual installation of corrective materials in the Aircraft, but not to exceed Boeing's reasonable estimate of the man-hours required for the performance thereof by Customer, multiplied by the then-current Warranty Labor Rate.

T =	Total age in months (to the nearest month) of the Aircraft in which such materials are installed from the date of delivery of such Aircraft to the date of completion of such installation.

4. General Conditions and Limitations.

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

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

5. Assignment.

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

XXX-XX-00000-XX-0000000
Xxxxxxxxxxxxx Directive Cost Participation Program	LA Page 2
BOEING PROPRIETARY

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

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

6. Confidential Treatment.

XXX-XX-00000-XX-0000000
Xxxxxxxxxxxxx Directive Cost Participation Program	LA Page 3
BOEING PROPRIETARY

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

Very truly yours,

AGREED AND ACCEPTED this

Date

THE BOEING COMPANY

By

Its	Attorney-In-Fact

CHINA SOUTHERN AIRLINES COMPANY LIMITED

By

Its

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

By

Its

XXX-XX-00000-XX-0000000
Xxxxxxxxxxxxx Directive Cost Participation Program	LA Page 4
BOEING PROPRIETARY

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

The Boeing Company

X.X. Xxx 0000

Xxxxxxx, XX 00000-0000

XXX-XX-00000-XX-0000000

Xxxxx Southern Airlines Company Limited

Xx. 000, Xxxxxxx Xxxx,

Xxxxxx Xxxxxxxx, Xxxxxxxxx,

Xxxxxx'x Xxxxxxxx of China, 510406

Subject:	Payment Matters

Reference:	Purchase Agreement No. PA-03980 (Purchase Agreement) between The Boeing Company (Boeing) and China Southern Airlines Company Limited (Customer) with China Southern Airlines Group Import and Export Trading Corp., Ltd. (Consenting Party) relating to Model 737-800 aircraft (Aircraft)

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

It is understood that Customer’s ability to make advance payments described in Articles 4.2 and 4.3 of the Purchase Agreement may be impacted due to monetary issues. Therefore Boeing agrees all advance payments due on the effective date of the signing of the Purchase Agreement, as specified in Articles 4.2 and 4.3, may be [************************************************], by which time Customer will pay all advance payments specified in the Purchase Agreement as being due on or before that date.

2. Other Scheduled Advance Payments.

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

GUN-PA-03980-LA-1303689
Payment Matters	LA Page 1
BOEING PROPRIETARY

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

3.	Payment at Aircraft Delivery

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

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

Letter Agreement GUN-PA-03980-LA-1303679 “Government Approval” specifies the date by which government approval is to be obtained. After Customer obtains government approval and if Customer does not make all advance payments as specified in the Purchase Agreement, Boeing may reschedule any or all of the Aircraft at any time thereafter as it deems necessary based on Boeing’s production considerations and constraints. Boeing will give Customer [****************************] notice of any such Aircraft rescheduling, and will not reschedule such Aircraft if advance payments on all Aircraft are current prior to the expiration of such [***************] notification period. Boeing will work with Customer in good faith to explore alternatives to such Aircraft rescheduling as may be available.

Effect of Aircraft Rescheduling.

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

Assignment.

Confidential Treatment.

GUN-PA-03980-LA-1303689

Payment Matters

LA Page 2

BOEING PROPRIETARY

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

Very truly yours,

AGREED AND ACCEPTED this

Date

THE BOEING COMPANY

By

Its	Attorney-In-Fact

CHINA SOUTHERN AIRLINES COMPANY LIMITED

By

Its

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

By

Its

GUN-PA-03980-LA-1303689

Payment Matters

LA Page 3

BOEING PROPRIETARY

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

The Boeing Company

X.X. Xxx 0000

Xxxxxxx, XX 00000-0000

XXX-XX-00000/00000-XX-0000000

Xxxxx Southern Airlines Company Limited

Xx. 000, Xxxxxxx Xxxx,

Xxxxxx Xxxxxxxx, Xxxxxxxxx,

Xxxxxx'x Xxxxxxxx of China, 510406

Subject:	Used Aircraft Trade-In Matters

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

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

Used Aircraft Acquisition Agreement.

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

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

2.1 In consideration of Customer purchasing and taking delivery of [*******] 737-800 and [*********] 000-0 xxxxxxxx (Xxx Xxxxxxxx), Boeing agrees to take in trade the Used Aircraft Equipment earlier than the scheduled delivery of the New Aircraft to Customer and on an “oldest-aircraft-out-first” basis in accordance with the Acquisition Agreements, including Table 1.

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

GUN-PA-03980/03981-LA-1502329

Used Aircraft Trade-in Matters

LA Page 1

BOEING PROPRIETARY

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

Agreements, but no later than [************] after the associated trade-in delivery date. The trade-in delivery and title transfer of such Used Aircraft Equipment shall be delivered on the date specified in the Acquisition Agreements and Customer shall ensure that the Used Aircraft Equipment meet the return conditions per the Acquisition Agreements at the time of the trade-in date.

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

Exclusive Right to Sell.

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

Non-Transferable.

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

Assignment.

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

Confidential Treatment.

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

GUN-PA-03980/03981-LA-1502329

Used Aircraft Trade-in Matters

LA Page 2

BOEING PROPRIETARY

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

Very truly yours,

AGREED AND ACCEPTED this

Date

THE BOEING COMPANY

By

Its	Attorney-In-Fact

CHINA SOUTHERN AIRLINES COMPANY LIMITED

By

Its

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

By

Its

GUN-PA-03980/03981-LA-1502329

Used Aircraft Trade-in Matters

LA Page 3

BOEING PROPRIETARY

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

The Boeing Company

X.X. Xxx 0000

Xxxxxxx, XX 00000-0000

XXX-XX-00000-XX-0000000

Xxxxx Southern Airlines Company Limited

Xx. 000, Xxxxxxx Xxxx,

Xxxxxx Xxxxxxxx, Xxxxxxxxx,

Xxxxxx'x Xxxxxxxx of China, 510406

Subject:

Special Matters

Reference:

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

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

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

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

Model 737-800 Aircraft

Scheduled Year of Delivery

Value of Model 737-800 Aircraft Market

Value Credit Memorandum (U.S. Dollars)

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

GUN-PA-03980-LA-1502887

Special Matters

LA Page 1

BOEING PROPRIETARY

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

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

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

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

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

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

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

Model 737-800 Aircraft

Scheduled Year of Delivery

Value of Model 737-800 Aircraft Final

Closing Credit Memorandum (U.S. Dollars)

[****]

[*******]

[****]

[*******]

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

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

GUN-PA-03980-LA-1502887

Special Matters

LA Page 2

BOEING PROPRIETARY

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

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

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

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

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

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

Escalation of Credit Memoranda.

Unless otherwise noted, the amounts of the Credit Memoranda stated in Paragraphs 1.1 through 1.8 are in [***********] base year dollars and will be escalated to the scheduled month of the respective Aircraft delivery pursuant to the Airframe Escalation formula set forth in the Purchase Agreement applicable to the Aircraft. Unless otherwise noted, amounts of the Credit Memoranda stated in Paragraphs 1.1 through 1.10, may, at the election of Customer, be (i) applied against the Aircraft Price of the respective Aircraft at the time of delivery, or (ii) used for the purchase of other Boeing goods and services (but will not be applied to advance payments).

Assignment.

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

Confidentiality

Customer understands and agrees that the information contained herein represents confidential business information and has value precisely because it is not available generally or to other parties. Customer agrees to limit the disclosure of its contents, except for as required by applicable laws or regulations, to employees of Customer with a need to know the contents for purposes of helping Customer perform its obligations under the Purchase Agreement and who understand they are not to

GUN-PA-03980-LA-1502887

Special Matters

LA Page 3

BOEING PROPRIETARY

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

disclose its contents to any other person or entity without the prior written consent of Boeing. In addition to any equitable relief that may be available to Boeing in the event of a breach of this clause, Boeing may rescind the Model 737-800 Aircraft Customer Support Credit Memorandum contained in paragraph 1.2 above, in the event of any unauthorized disclosure by Customer.

Very truly yours,

AGREED AND ACCEPTED this

Date

THE BOEING COMPANY

By

Its	Attorney-In-Fact

CHINA SOUTHERN AIRLINES COMPANY LIMITED

By

Its

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

By

Its

GUN-PA-03980-LA-1502887

Special Matters

LA Page 4

BOEING PROPRIETARY

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

The Boeing Company

X.X. Xxx 0000

Xxxxxxx, XX 00000-0000

XXX-XX-00000-XX-0000000

Xxxxx Southern Airlines Company Limited

Xx. 000, Xxxxxxx Xxxx,

Xxxxxx Xxxxxxxx, Xxxxxxxxx,

Xxxxxx'x Xxxxxxxx of China, 510406

Subject:

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

Reference:

This letter agreement (Letter Agreement) amends and supplements the Purchase Agreement. All terms used but not defined in this Letter Agreement will have the same meaning as in the Purchase Agreement. For the avoidance of doubt, this Letter Agreement survives delivery of the Aircraft as set forth herein.

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

Demonstration of Compliance.

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

Rights and Obligations in the Event of a Compliance Deviation.

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

GUN-PA-03980-LA-1503964

Agreement for Deviation from Cruise Range Guarantee – PG Attachment A

LA Page 1

BOEING PROPRIETARY

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

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

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

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

ii.

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

iii.

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

iv.

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

GUN-PA-03980-LA-1503964

Agreement for Deviation from Cruise Range Guarantee – PG Attachment A

LA Page 2

BOEING PROPRIETARY

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

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

Payments.

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

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

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

Monthly Excess Fuel Burn Amount = [********************************]

The following definitions will apply herein:

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

CRD =	The average cruise range deviation, in percent. Only positive values of CRD will be used.

CRg =	The Cruise Range Guarantee value.

CRd =	The demonstrated cruise range value for paragraph + of the Performance Guarantees shown in the compliance report and calculated in accordance with Section 1 above.

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

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

GUN-PA-03980-LA-1503964

Agreement for Deviation from Cruise Range Guarantee – PG Attachment A

LA Page 3

BOEING PROPRIETARY

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

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

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

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

ii.

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

iii.

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

Duplication of Benefits.

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

GUN-PA-03980-LA-1503964

Agreement for Deviation from Cruise Range Guarantee – PG Attachment A

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BOEING PROPRIETARY

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

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

Exclusive Remedy.

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

Assignment.

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

Confidential Treatment.

GUN-PA-03980-LA-1503964

Agreement for Deviation from Cruise Range Guarantee – PG Attachment A

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BOEING PROPRIETARY

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

Very truly yours,

AGREED AND ACCEPTED this

Date

THE BOEING COMPANY

By

Its	Attorney-In-Fact

CHINA SOUTHERN AIRLINES COMPANY LIMITED

By

Its

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

By

Its

GUN-PA-03980-LA-1503964

Agreement for Deviation from Cruise Range Guarantee – PG Attachment A

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BOEING PROPRIETARY

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

The Boeing Company

X.X. Xxx 0000

Xxxxxxx, XX 00000-0000

XXX-XX-00000-XX-0000000

Xxxxx Southern Airlines Company Limited

Xx. 000, Xxxxxxx Xxxx,

Xxxxxx Xxxxxxxx, Xxxxxxxxx,

Xxxxxx'x Xxxxxxxx of China, 510406

Subject:

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

Reference:

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

Demonstration of Compliance.

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

Rights and Obligations in the Event of a Compliance Deviation.

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

GUN-PA-03980-LA-1503965

Agreement for Deviation from Cruise Range Guarantee – PG Attachment B

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BOEING PROPRIETARY

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

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

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

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

ii.

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

iii.

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

iv.

GUN-PA-03980-LA-1503965

Agreement for Deviation from Cruise Range Guarantee – PG Attachment B

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BOEING PROPRIETARY

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

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

Payments.

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

Monthly Excess Fuel Burn Amount = [********************************]

The following definitions will apply herein:

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

CRD =	The average cruise range deviation, in percent. Only positive values of CRD will be used.

CRg =	The Cruise Range Guarantee value.

CRd =	The demonstrated cruise range value for paragraph + of the Performance Guarantees shown in the compliance report and calculated in accordance with Section 1 above.

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

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

GUN-PA-03980-LA-1503965

Agreement for Deviation from Cruise Range Guarantee – PG Attachment B

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BOEING PROPRIETARY

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

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

ii.

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

iii.

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

Duplication of Benefits.

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

GUN-PA-03980-LA-1503965

Agreement for Deviation from Cruise Range Guarantee – PG Attachment B

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BOEING PROPRIETARY

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

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

Exclusive Remedy.

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

Assignment.

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

Confidential Treatment.

GUN-PA-03980-LA-1503965

Agreement for Deviation from Cruise Range Guarantee – PG Attachment B

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BOEING PROPRIETARY

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

Very truly yours,

AGREED AND ACCEPTED this

Date

THE BOEING COMPANY

By

Its	Attorney-In-Fact

CHINA SOUTHERN AIRLINES COMPANY LIMITED

By

Its

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

By

Its

GUN-PA-03980-LA-1503965

Agreement for Deviation from Cruise Range Guarantee – PG Attachment B

LA Page 6

BOEING PROPRIETARY

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

The Boeing Company

X.X. Xxx 0000

Xxxxxxx, XX 00000-0000

XXX-XX-00000-XX-0000000

Xxxxx Southern Airlines Company Limited

Xx. 000, Xxxxxxx Xxxx,

Xxxxxx Xxxxxxxx, Xxxxxxxxx,

Xxxxxx'x Xxxxxxxx of China, 510406

Subject:

Customer Support Matters

Reference:

Customer Support Document.

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

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

Assignment.

3. Confidential Treatment.

GUN-PA-03980-LA-1504067

Customer Support Matters

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BOEING PROPRIETARY

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

Very truly yours,

AGREED AND ACCEPTED this

Date

THE BOEING COMPANY

By

Its	Attorney-In-Fact

CHINA SOUTHERN AIRLINES COMPANY LIMITED

By

Its

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

By

Its

GUN-PA-03980-LA-1504067

Customer Support Matters

LA Page 2

BOEING PROPRIETARY

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

XXX-XX-00000/00000-XX-0000000

Xxxxx Southern Airlines Company Limited

Xx. 000, Xxxxxxx Xxxx,

Xxxxxx Xxxxxxxx, Xxxxxxxxx,

Xxxxxx'x Xxxxxxxx of China, 510406

Subject:

Purchase and Trade-in Framework Agreement

Reference:

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

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

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

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

1.1 China Southern Airlines Company Limited, China Southern Airlines Group Import and Export Trading Corp., Ltd., China Southern Airlines (Group) Xinjiang Import & Export Trading Co., Ltd., and China Southern Airlines Henan Company Limited are collectively defined as China Southern.

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

XXX-XX-00000/00000-XX-0000000

Xxxxxxxx and Trade-in Framework Agreement

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BOEING PROPRIETARY

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

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

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

Confidential Treatment.

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

XXX-XX-00000/00000-XX-0000000

Xxxxxxxx and Trade-in Framework Agreement

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BOEING PROPRIETARY

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

Very truly yours,

AGREED AND ACCEPTED this

Date

THE BOEING COMPANY		CHINA SOUTHERN AIRLINES CO., LTD.

By		By

Its	Attorney-In-Fact	Its

BOEING AIRCRAFT HOLDING COMPANY		CHINA SOUTHERN AIRLINES GROUP IMPORT AND EXPORT TRADING CORP., LTD.

By		By

Its	Attorney-In-Fact	Its

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

			By

			Its

			China Southern Airlines Henan Company Limited

			By

			Its

XXX-XX-00000/00000-XX-0000000

Xxxxxxxx and Trade-in Framework Agreement

LA Page 3

BOEING PROPRIETARY

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

Document Metadata

Table of Contents

PURCHASE AGREEMENT NUMBER PA-03980 between The Boeing Company and China Southern Airlines Company Limited

Document Metadata