PURCHASE AGREEMENT NUMBER GUN-PA-04676 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 737-8 Aircraft...

Exhibit 4.47

PURCHASE AGREEMENT NUMBER GUN-PA-04676

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 737-8 Aircraft

(Contract Reference No. )

This document has been redacted. The redacted information is subject to confidential treatment and has been omitted and filed separately with the commission.


				Page 1
		BOEING PROPRIETARY

TABLE OF CONTENTS


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

TABLE
1.	Aircraft Information Table

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

SUPPLEMENTAL EXHIBITS
AE1.	[*CTR]
BFE1.	BFE Variables
CS1.	Customer Support Variables
EE1.	Engine Escalation Adjustment, Engine Warranty and Patent Indemnity
SLP1.	Service Life Policy Components


GUN-PA-04676		Page 2
	BOEING PROPRIETARY

LETTER AGREEMENTS


LA-1704312		Performance Guarantees

LA-1704313		Integrated Performance Remedy – PG Attachment A

LA-1704314		Integrated Performance Remedy – PG Attachment B

LA-1704315		Liquidated Damages—Non-Excusable Delay

LA-1704316		Special Escalation Program

LA-1704317		Boeing BFE Purchase

LA-1704318		Government Approval

LA-1704319		Loading of Customer Software

LA-1704320		Aircraft Model Substitution

LA-1704321		Seller Purchased Equipment

LA-1704322		Installation of Cabin Systems Equipment

LA-1704323		Clarifications and Understandings

LA-1704324		Airworthiness Directive Cost Participation Agreement

LA-1704325		Payment Matters

LA-1704326		AGTA Matters

LA-1704327		Special Matters

LA-1704328		Customer Support Matters

LA-1706289		Miscellaneous Matters

LA-1706290		Working Together


GUN-PA-04676		Page 3
	BOEING PROPRIETARY

PURCHASE AGREEMENT NO. PA-04676

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-04676 between The Boeing Company, a Delaware corporation, (Boeing) and China Southern Airlines Company Limited (Customer) with China Southern Airlines Group Import and Export Trading Corp., Ltd. as consenting party (Consenting Party), binding and in full force and effect on the date executed below (Effective Date), relating to the purchase and sale of Model 737-8 aircraft together with all tables, exhibits, supplemental exhibits, letter agreements and other attachments thereto, if any, (Purchase Agreement) incorporates and amends the terms and conditions (except as specifically set forth below) of the Aircraft General Terms Agreement dated as of September 19, 2000, between Boeing and Consenting Party (formerly known as China Southern Airlines Group Import and Export Trading Corp., Ltd.), identified as AGTA-GUN (AGTA). All capitalized terms used but not defined in this Purchase Agreement have the same meaning as in the AGTA, except that the term “Buyer” in the AGTA shall mean “Customer” in this Purchase Agreement.

1. Quantity, Model and Description.

The aircraft to be delivered to Customer will be designated as Model 737-8 aircraft (Aircraft). Boeing will manufacture and sell to Customer Aircraft conforming to the configuration described in Exhibit A in the quantities listed in Table 1 to the Purchase Agreement.

2. Delivery Schedule.

The scheduled months of delivery of the Aircraft are listed in the attached Table 1. [*CTR], then only those obligations to be performed under the Purchase Agreement after the [*CTR] will be performed [*CTR]. Exhibit B describes certain responsibilities for both Customer and Boeing in order to accomplish the delivery of the Aircraft.


GUN-PA-04676		Page 4
	BOEING PROPRIETARY

3. Price.

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

3.2 Airframe Price. The Airframe Price reflected in Table 1 included the engine price at its basic thrust level.

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

4. Payment.

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

4.2 The standard advance payment schedule for the Model 737-8 aircraft requires Customer to make certain advance payments, expressed in a percentage of the Advance Payment Base Price of each Aircraft beginning with a payment of [*CTR], less the Deposit, due within [*CTR] of the Effective Date. Additional advance payments for each Aircraft are due as specified in and on the first business day of the months listed in the attached Table 1.

4.3 For any Aircraft whose scheduled month of delivery is less than twenty-four (24)months from the Effective Date, the total amount of advance payments due within [*CTR] of the Effective Date will include all advance payments which are past due in accordance with the standard advance payment schedule set forth in paragraph 4.2 above.

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

5. Additional Terms.

5.1 Aircraft Information Table. Table 1 consolidates information contained in Articles 1, 2, 3 and 4 with respect to (i) quantity of Aircraft, (ii) applicable Detail Specification, (iii) month and year of scheduled deliveries, (iv) Aircraft Basic Price,

(v) applicable escalation factors and (vi) Advance Payment Base Prices and advance payments and their schedules.

5.2 Airframe and Optional Features Escalation Adjustment. 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. If Customer obtains, or is set to obtain, duplicative training and planning assistance from that set out in Supplemental Exhibit CS1, then Boeing may adjust Supplemental Exhibit CS1 accordingly.


GUN-PA-04676		Page 5
	BOEING PROPRIETARY

5.5 Engine Escalation Adjustment. Supplemental Xxxxxxx XX0 contains: a) the engine escalation formula applicable to the Engine Price when such Engine Price is separately specified in Table 1, and b) the engine warranty and the engine patent indemnity for the Aircraft.

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

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

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, and 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				CHINA SOUTHERN AIRLINES COMPANY LIMITED


Signature				Signature

X. Xxxxxxx
Printed name				Printed name

Attorney-in-Fact
Title				Title


GUN-PA-04676		Page 6
	BOEING PROPRIETARY

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

Signature

Printed name

Title


GUN-PA-04676		Page 7
	BOEING PROPRIETARY

Table 1 To

Purchase Agreement No. PA-04676

Aircraft Delivery, Description, Price and Advance Payments

Airframe Model/MTOW:

737-8

167,600 pounds

Detail Specification:

D019A008-K (5/29/2015)

Engine Model/Thrust:

CFMLEAP-1B27

26,400 pounds

Airframe Price Base Year/Escalation Formula:

[*CTR]

Airframe Price:

[*CTR]

Engine Price Base Year/Escalation Formula:

[*CTR]

Optional Features:

[*CTR]

Sub-Total of Airframe and Features:

[*CTR]

Airframe Escalation Data:

Engine Price (Per Aircraft):

Aircraft Basic Price (Excluding BFE/SPE):

[*CTR]

Buyer Furnished Equipment (BFE) Estimate:

[*CTR]

Seller Purchased Equipment (SPE)/In-Flight Ent

[*CTR]

Deposit per Aircraft:

[*CTR]

Escalation

Factor

Escalation Estimate

Adv Payment Base

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

Delivery

Number of

[*CTR]

Total

Date

Aircraft

(Airframe)

Price Per A/P

[*CTR]

[*CTR]

Feb-2019

[*CTR]

Apr-2019

[*CTR]

Jun-2019

[*CTR]

Jul-2019

[*CTR]

Aug-2019

[*CTR]

Sep-2019

[*CTR]

Oct-2019

[*CTR]

Nov-2019

[*CTR]

Dec-2019

[*CTR]

Jan-2020

[*CTR]

Feb-2020

[*CTR]

Mar-2020

[*CTR]

Table 1 To

Purchase Agreement No. PA-04676

Aircraft Delivery, Description, Price and Advance Payments

Escalation

Factor

Escalation Estimate

Adv Payment Base

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

Delivery

Number of

[*CTR]

Date

Aircraft

(Airframe)

Price Per A/P

[*CTR]

Apr-2020

[*CTR]

May-2020

[*CTR]

Jun-2020

[*CTR]

Jul-2020

[*CTR]

Aug-2020

[*CTR]

Sep-2020

[*CTR]

Oct-2020

[*CTR]

Nov-2020

[*CTR]

Dec-2020

[*CTR]

Total:

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-04676


GUN-PA-04676-EXA		Page 1
	BOEING PROPRIETARY

Exhibit A

AIRCRAFT CONFIGURATION

Dated <ExecutionDate>

relating to

Boeing Model 737-8 Aircraft

The Detail Specification is Boeing document number D019A008-K (5/29/2015). 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.


GUN-PA-04676-EXA		Page 2
	BOEING PROPRIETARY

Exhibit A To

Boeing Purchase Agreement 4676


Customer Log:		GUN18WEXHA-115
Customer:		GUN-China Southern Airlines
Model:		737-8
Base Date:		[*CTR]
Qty of A/C:		30


CR	Title	FOLLOW ON Price Per A/C $
0110-000030	MAJOR MODEL 737 AIRPLANE
[*CTR]	[*CTR]	[*CTR]
[*CTR]	[*CTR]	[*CTR]
[*CTR]	[*CTR]	[*CTR]
[*CTR]	[*CTR]	[*CTR]
[*CTR]	[*CTR]	[*CTR]
[*CTR]	[*CTR]	[*CTR]
[*CTR]	[*CTR]	[*CTR]
[*CTR]	[*CTR]	[*CTR]
[*CTR]	[*CTR]	[*CTR]
[*CTR]	[*CTR]	[*CTR]
[*CTR]	[*CTR]	[*CTR]
[*CTR]	[*CTR]	[*CTR]
[*CTR]	[*CTR]	[*CTR]
[*CTR]	[*CTR]	[*CTR]
[*CTR]	[*CTR]	[*CTR]
[*CTR]	[*CTR]	[*CTR]
[*CTR]	[*CTR]	[*CTR]
[*CTR]	[*CTR]	[*CTR]
[*CTR]	[*CTR]	[*CTR]
[*CTR]	[*CTR]	[*CTR]
[*CTR]	[*CTR]	[*CTR]


PA No. 04676		Boeing Proprietary		Page: 1 of 10


Exhibit A		Boeing Proprietary


[*CTR]	[*CTR]	[*CTR]
[*CTR]	[*CTR]	[*CTR]
[*CTR]	[*CTR]	[*CTR]
[*CTR]	[*CTR]	[*CTR]
[*CTR]	[*CTR]	[*CTR]
[*CTR]	[*CTR]	[*CTR]
[*CTR]	[*CTR]	[*CTR]
[*CTR]	[*CTR]	[*CTR]
[*CTR]	[*CTR]	[*CTR]
[*CTR]	[*CTR]	[*CTR]
[*CTR]	[*CTR]	[*CTR]
[*CTR]	[*CTR]	[*CTR]
[*CTR]	[*CTR]	[*CTR]
[*CTR]	[*CTR]	[*CTR]
[*CTR]	[*CTR]	[*CTR]
[*CTR]	[*CTR]	[*CTR]
[*CTR]	[*CTR]	[*CTR]
[*CTR]	[*CTR]	[*CTR]
[*CTR]	[*CTR]	[*CTR]
[*CTR]	[*CTR]	[*CTR]
[*CTR]	[*CTR]	[*CTR]
[*CTR]	[*CTR]	[*CTR]
[*CTR]	[*CTR]	[*CTR]
[*CTR]	[*CTR]	[*CTR]
[*CTR]	[*CTR]	[*CTR]


PA No. 04676		Boeing Proprietary		Page: 2 of 10


Exhibit A		Boeing Proprietary


[*CTR]	[*CTR]	[*CTR]
[*CTR]	[*CTR]	[*CTR]
[*CTR]	[*CTR]	[*CTR]
[*CTR]	[*CTR]	[*CTR]
[*CTR]	[*CTR]	[*CTR]
[*CTR]	[*CTR]	[*CTR]
[*CTR]	[*CTR]	[*CTR]
[*CTR]	[*CTR]	[*CTR]
[*CTR]	[*CTR]	[*CTR]
[*CTR]	[*CTR]	[*CTR]
[*CTR]	[*CTR]	[*CTR]
[*CTR]	[*CTR]	[*CTR]
[*CTR]	[*CTR]	[*CTR]
[*CTR]	[*CTR]	[*CTR]
[*CTR]	[*CTR]	[*CTR]
[*CTR]	[*CTR]	[*CTR]
[*CTR]	[*CTR]	[*CTR]
[*CTR]	[*CTR]	[*CTR]
[*CTR]	[*CTR]	[*CTR]
[*CTR]	[*CTR]	[*CTR]


PA No. 04676		Boeing Proprietary		Page: 3 of 10


Exhibit A		Boeing Proprietary


[*CTR]	[*CTR]	[*CTR]
[*CTR]	[*CTR]	[*CTR]
[*CTR]	[*CTR]	[*CTR]
[*CTR]	[*CTR]	[*CTR]
[*CTR]	[*CTR]	[*CTR]
[*CTR]	[*CTR]	[*CTR]
[*CTR]	[*CTR]	[*CTR]
[*CTR]	[*CTR]	[*CTR]
[*CTR]	[*CTR]	[*CTR]
[*CTR]	[*CTR]	[*CTR]
[*CTR]	[*CTR]	[*CTR]
[*CTR]	[*CTR]	[*CTR]
[*CTR]	[*CTR]	[*CTR]
[*CTR]	[*CTR]	[*CTR]
[*CTR]	[*CTR]	[*CTR]
[*CTR]	[*CTR]	[*CTR]
[*CTR]	[*CTR]	[*CTR]
[*CTR]	[*CTR]	[*CTR]
[*CTR]	[*CTR]	[*CTR]
[*CTR]	[*CTR]	[*CTR]
[*CTR]	[*CTR]	[*CTR]
[*CTR]	[*CTR]	[*CTR]


PA No. 04676		Boeing Proprietary		Page: 4 of 10


Exhibit A		Boeing Proprietary


[*CTR]	[*CTR]	[*CTR]
[*CTR]	[*CTR]	[*CTR]
[*CTR]	[*CTR]	[*CTR]
[*CTR]	[*CTR]	[*CTR]
[*CTR]	[*CTR]	[*CTR]
[*CTR]	[*CTR]	[*CTR]
[*CTR]	[*CTR]	[*CTR]
[*CTR]	[*CTR]	[*CTR]
[*CTR]	[*CTR]	[*CTR]
[*CTR]	[*CTR]	[*CTR]
[*CTR]	[*CTR]	[*CTR]
[*CTR]	[*CTR]	[*CTR]
[*CTR]	[*CTR]	[*CTR]
[*CTR]	[*CTR]	[*CTR]
[*CTR]	[*CTR]	[*CTR]
[*CTR]	[*CTR]	[*CTR]
[*CTR]	[*CTR]	[*CTR]
[*CTR]	[*CTR]	[*CTR]
[*CTR]	[*CTR]	[*CTR]
[*CTR]	[*CTR]	[*CTR]
[*CTR]	[*CTR]	[*CTR]
[*CTR]	[*CTR]	[*CTR]
[*CTR]	[*CTR]	[*CTR]
[*CTR]	[*CTR]	[*CTR]
[*CTR]	[*CTR]	[*CTR]
[*CTR]	[*CTR]	[*CTR]


PA No. 04676		Boeing Proprietary		Page: 5 of 10


Exhibit A		Boeing Proprietary


[*CTR]	[*CTR]	[*CTR]
[*CTR]	[*CTR]	[*CTR]
[*CTR]	[*CTR]	[*CTR]
[*CTR]	[*CTR]	[*CTR]
[*CTR]	[*CTR]	[*CTR]
[*CTR]	[*CTR]	[*CTR]
[*CTR]	[*CTR]	[*CTR]
[*CTR]	[*CTR]	[*CTR]
[*CTR]	[*CTR]	[*CTR]
[*CTR]	[*CTR]	[*CTR]
[*CTR]	[*CTR]	[*CTR]
[*CTR]	[*CTR]	[*CTR]
[*CTR]	[*CTR]	[*CTR]
[*CTR]	[*CTR]	[*CTR]
[*CTR]	[*CTR]	[*CTR]
[*CTR]	[*CTR]	[*CTR]
[*CTR]	[*CTR]	[*CTR]
[*CTR]	[*CTR]	[*CTR]
[*CTR]	[*CTR]	[*CTR]
[*CTR]	[*CTR]	[*CTR]
[*CTR]	[*CTR]	[*CTR]
[*CTR]	[*CTR]	[*CTR]
[*CTR]	[*CTR]	[*CTR]
[*CTR]	[*CTR]	[*CTR]
[*CTR]	[*CTR]	[*CTR]
[*CTR]	[*CTR]	[*CTR]
[*CTR]	[*CTR]	[*CTR]
[*CTR]	[*CTR]	[*CTR]


PA No. 04676		Boeing Proprietary		Page: 6 of 10


Exhibit A		Boeing Proprietary


[*CTR]	[*CTR]	[*CTR]
[*CTR]	[*CTR]	[*CTR]
[*CTR]	[*CTR]	[*CTR]
[*CTR]	[*CTR]	[*CTR]
[*CTR]	[*CTR]	[*CTR]
[*CTR]	[*CTR]	[*CTR]
[*CTR]	[*CTR]	[*CTR]
[*CTR]	[*CTR]	[*CTR]
[*CTR]	[*CTR]	[*CTR]
[*CTR]	[*CTR]	[*CTR]
[*CTR]	[*CTR]	[*CTR]
[*CTR]	[*CTR]	[*CTR]
[*CTR]	[*CTR]	[*CTR]
[*CTR]	[*CTR]	[*CTR]
[*CTR]	[*CTR]	[*CTR]
[*CTR]	[*CTR]	[*CTR]
[*CTR]	[*CTR]	[*CTR]
[*CTR]	[*CTR]	[*CTR]
[*CTR]	[*CTR]	[*CTR]
[*CTR]	[*CTR]	[*CTR]
[*CTR]	[*CTR]	[*CTR]
[*CTR]	[*CTR]	[*CTR]


PA No. 04676		Boeing Proprietary		Page: 7 of 10


Exhibit A		Boeing Proprietary


[*CTR]	[*CTR]	[*CTR]
[*CTR]	[*CTR]	[*CTR]
[*CTR]	[*CTR]	[*CTR]
[*CTR]	[*CTR]	[*CTR]
[*CTR]	[*CTR]	[*CTR]
[*CTR]	[*CTR]	[*CTR]
[*CTR]	[*CTR]	[*CTR]
[*CTR]	[*CTR]	[*CTR]
[*CTR]	[*CTR]	[*CTR]
[*CTR]	[*CTR]	[*CTR]
[*CTR]	[*CTR]	[*CTR]
[*CTR]	[*CTR]	[*CTR]
[*CTR]	[*CTR]	[*CTR]
[*CTR]	[*CTR]	[*CTR]
[*CTR]	[*CTR]	[*CTR]
[*CTR]	[*CTR]	[*CTR]
[*CTR]	[*CTR]	[*CTR]
[*CTR]	[*CTR]	[*CTR]
[*CTR]	[*CTR]	[*CTR]
[*CTR]	[*CTR]	[*CTR]


PA No. 04676		Boeing Proprietary		Page: 8 of 10


Exhibit A		Boeing Proprietary


[*CTR]	[*CTR]	[*CTR]
[*CTR]	[*CTR]	[*CTR]
[*CTR]	[*CTR]	[*CTR]
[*CTR]	[*CTR]	[*CTR]
[*CTR]	[*CTR]	[*CTR]
[*CTR]	[*CTR]	[*CTR]
[*CTR]	[*CTR]	[*CTR]
[*CTR]	[*CTR]	[*CTR]
[*CTR]	[*CTR]	[*CTR]
[*CTR]	[*CTR]	[*CTR]
[*CTR]	[*CTR]	[*CTR]
[*CTR]	[*CTR]	[*CTR]
[*CTR]	[*CTR]	[*CTR]
[*CTR]	[*CTR]	[*CTR]
[*CTR]	[*CTR]	[*CTR]
[*CTR]	[*CTR]	[*CTR]
[*CTR]	[*CTR]	[*CTR]
[*CTR]	[*CTR]	[*CTR]
[*CTR]	[*CTR]	[*CTR]
[*CTR]	[*CTR]	[*CTR]
[*CTR]	[*CTR]	[*CTR]
[*CTR]	[*CTR]	[*CTR]
[*CTR]	[*CTR]	[*CTR]


PA No. 04676		Boeing Proprietary		Page: 9 of 10


Exhibit A		Boeing Proprietary


[*CTR]	[*CTR]	[*CTR]
[*CTR]	[*CTR]	[*CTR]
[*CTR]	[*CTR]	[*CTR]
[*CTR]	[*CTR]	[*CTR]
[*CTR]	[*CTR]	[*CTR]
[*CTR]	[*CTR]	[*CTR]
[*CTR]	[*CTR]	[*CTR]
[*CTR]	[*CTR]	[*CTR]
[*CTR]	[*CTR]	[*CTR]
[*CTR]	[*CTR]	[*CTR]
[*CTR]	[*CTR]	[*CTR]
[*CTR]	[*CTR]	[*CTR]
[*CTR]	[*CTR]	[*CTR]
[*CTR]	[*CTR]	[*CTR]
[*CTR]	[*CTR]	[*CTR]
[*CTR]	[*CTR]	[*CTR]
[*CTR]	[*CTR]	[*CTR]
[*CTR]	[*CTR]	[*CTR]
[*CTR]	[*CTR]	[*CTR]
[*CTR]	[*CTR]	[*CTR]
[*CTR]	[*CTR]	[*CTR]


PA No. 04676		Boeing Proprietary		Page: 10 of 10

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-04676


				Page 1
		BOEING PROPRIETARY

EXHIBIT B

AIRCRAFT DELIVERY REQUIREMENTS AND RESPONSIBILITIES

relating to

BOEING MODEL 737-8 AIRCRAFT

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

1. GOVERNMENT DOCUMENTATION REQUIREMENTS.

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

1.1 Airworthiness and Registration Documents. Not later than [*CTR], 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 [*CTR] of each Aircraft.

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

1.2 Certificate of Sanitary Construction.

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

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

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 [*CTR] each Aircraft of any documentation required by the customs authorities or by any other agency of the country of import.


GUN-PA-04676-EXB		Page 2
	BOEING PROPRIETARY

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 [*CTR] all [*CTR] 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 [*CTR]. If Boeing receives such notification, Boeing will provide to Customer the documents constituting a customs permit to proceed, allowing such Aircraft to depart after any such landing. Sufficient copies of completed Form 7507, along with passenger manifest, will be furnished to Customer to cover U.S. stops scheduled for the ferry flight.

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

2. INSURANCE CERTIFICATES.

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

3. NOTICE OF FLYAWAY CONFIGURATION.

Not later than [*CTR] 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;


GUN-PA-04676-EXB		Page 3
	BOEING PROPRIETARY

(iv)

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

(v)

a complete ferry flight itinerary.

4. DELIVERY ACTIONS BY BOEING.

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

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

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

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


Aircraft Model		Fuel Provided
737		[*CTR]

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

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

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

5. DELIVERY ACTIONS BY CUSTOMER.

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

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

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


GUN-PA-04676-EXB		Page 4
	BOEING PROPRIETARY

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

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


GUN-PA-04676-EXB		Page 5
	BOEING PROPRIETARY

AIRFRAME AND OPTIONAL FEATURES

ESCALATION ADJUSTMENT

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-04676


				Page 1
		BOEING PROPRIETARY

AIRFRAME AND OPTIONAL FEATURES

ESCALATION ADJUSTMENT

relating to

BOEING MODEL 737-8 AIRCRAFT

1. Formula.

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

[*CTR]

Where:

[*CTR]

Where:

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

ECI is a value determined using the U.S. Department of Labor, Bureau of Labor Statistics, [*CTR] calculated by establishing a [*CTR] value (expressed as a decimal and rounded to the nearest tenth) using the values for the [*CTR] 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-04676-AE1		Page 2
	BOEING PROPRIETARY

[*CTR]

Where:

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

[*CTR] is a value determined using the U.S. Department of Labor, Bureau of Labor Statistics, [*CTR] monthly [*CTR] tenth) using the values for the prior to the month of scheduled delivery of the applicable Aircraft.

[*CTR]

[*CTR] [*CTR]

Where:

[*CTR] 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 [*CTR] will be rounded to 4 places, and the final value of [*CTR] 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 [*CTR]

Note:

(i)

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

(ii)

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

(iii)

[*CTR] 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 [*CTR] arithmetic average of the released monthly values (expressed as a decimal and rounded to the nearest tenth) using the values for the [*CTR] 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-04676-AE1		Page 3
	BOEING PROPRIETARY

(v)

The final value of [*CTR] will be rounded to the nearest dollar.

(vi)

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

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

2.1 If the Bureau of Labor Statistics substantially revises the methodology used for the determination of the values to be used to determine the [*CTR] 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 [*CTR] 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 [*CTR] values as defined above, such re-based values will be incorporated in the Airframe Price Adjustment calculation.

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

2.4 If within [*CTR] 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.


GUN-PA-04676-AE1		Page 4
	BOEING PROPRIETARY

Note:

(i)

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

(ii)

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


GUN-PA-04676-AE1		Page 5
	BOEING PROPRIETARY

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-04676


				Page 1
		BOEING PROPRIETARY

BUYER FURNISHED EQUIPMENT VARIABLES

relating to

BOEING MODEL 737 AIRCRAFT

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

1. Supplier Selection. Customer will:

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


Galley System		[*CTR]
Galley Inserts		[*CTR]
Seats (passenger)		[*CTR]
Overhead & Audio System		[*CTR]
In-Seat Video System		[*CTR]
Miscellaneous Emergency Equipment		[*CTR]
Cargo Handling Systems*		[*CTR]
(Single Aisle Programs only)		[*CTR]

*	For a new certification, supplier requires notification [*CTR] 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 [*CTR] after the above supplier selection dates to actively participate with Customer and Boeing in coordination actions including the Initial Technical Coordination Meeting (ITCM).

2. On-dock Dates and Other Information.

On or before [*CTR] prior to each airplane delivery, Boeing will provide to Customer the BFE Requirements. 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-04676-BFE1		Page 2
	BOEING PROPRIETARY

Nominal Del Date

Aircraft
Qty

Seats

Galley /

Furnishings

Antennas

&
Mounting

quipment

Avionics

Cabin
Systems
quipment

Misc.
mergency
quipment

Textiles /
Raw
Materials

Cargo
Systems

Provision
Kits

Radomes

Jan 2019

[*CTR]

Feb 2019

[*CTR]

Mar 2019

[*CTR]

Apr 2019

[*CTR]

Jun 2019

[*CTR]

Jul 2019

[*CTR]

Aug 2019

[*CTR]

Sep 2019

[*CTR]

Oct 2019

[*CTR]

Nov 2019

[*CTR]

Dec 2019

[*CTR]

Jan 2020

[*CTR]

Feb 2020

[*CTR]

Mar 2020

[*CTR]

Apr 2020

[*CTR]

May 2020

[*CTR]

Jun 2020

[*CTR]

Jul 2020

[*CTR]

Aug 2020

[*CTR]

Sep 2020

[*CTR]

Oct 2020

[*CTR]

Nov 2020

[*CTR]

Dec 2020

[*CTR]

Total

[*CTR]

3. Additional Delivery Requirements - Import.

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


GUN-PA-04676-BFE1		Page 3
	BOEING PROPRIETARY

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


GUN-PA-04676-BFE1		Page 4
	BOEING PROPRIETARY

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-04676


				Page 1
		BOEING PROPRIETARY

CUSTOMER SUPPORT VARIABLES

relating to

Boeing Model 737-8 Aircraft

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

1. Maintenance Training.

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

1.2 [*CTR] will be provided to each student. In addition,

2. Flight [*CTR]

Boeing will provide, if required, [*CTR]

3. Planning Assistance.

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

3.1.1 Maintenance Planning Assistance. [*CTR]

3.1.2 ETOPS Maintenance Planning Assistance. [*CTR].

3.1.3 GSE/Shops/Tooling Consulting. [*CTR]


GUN-PA-04676-CS1		Page 2
	BOEING PROPRIETARY

3.2 Spares. [*CTR]

4. Technical Data and Documents.

[*CTR]

4.1 Fleet Statistical Data and Report.

[*CTR]

5. Aircraft Information.

5.1 Aircraft Information. [*CTR]

5.2 License Grant. [*CTR]

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

Customer will provide [*CTR]


GUN-PA-04676-CS1		Page 3
	BOEING PROPRIETARY

ENGINE ESCALATION ADJUSTMENT,

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-04676


				Page 1
		BOEING PROPRIETARY

ENGINE ESCALATION ADJUSTMENT,

ENGINE WARRANTY AND PATENT INDEMNITY

relating to

BOEING MODEL 737-8 AIRCRAFT

1. ENGINE ESCALATION.

[*CTR]

2. ENGINE WARRANTY AND PRODUCT SUPPORT PLAN.

Boeing has obtained from CFM International, Inc. (or CFM International, S.A., as the case may be) (CFM) the right to extend to Customer the provisions of CFM’s warranty as set forth below (herein referred to as Warranty); subject, however, to Customer’s acceptance of the conditions set forth herein. Accordingly,

2.1 [*CTR] Title. CFM warrants that at the date of delivery, CFM has legal title to and good and lawful [*CTR] right to sell its CFM56-7 and CFM LEAP-1B type Engine and Products and furthermore [*CTR] warrants that such title is free and clear of all claims, liens and encumbrances of any nature whatsoever.

2.2 Patents.


GUN-PA-04676-EE1		Page 2
	BOEING PROPRIETARY

2.2.1 CFM will 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 will pay all damages and costs awarded therein against Customer. This paragraph will not apply to any product or any part manufactured to Customer’s design or to the aircraft manufacturer’s design. As to such product or part, CFM assumes no liability for patent infringement.

2.2.2 CFM’s liability hereunder is conditioned upon Customer promptly notifying CFM in writing and giving CFM authority, information and assistance (at CFM’s expense) for the defense of any suit. In case said equipment or part is held in such suit to constitute infringement and the use of said equipment or part is enjoined, CFM will 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 will 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 and CFM LEAP-1B powered Aircraft.

2.3 Initial Warranty. CFM warrants that CFM56-7 and CFM LEAP-1B Engine products will conform to CFM’s applicable specifications and will be free from defects in material and workmanship prior to Customer’s initial use of such products.

2.4 Warranty Pass-On.

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

2.4.2 Any warranties set forth herein will 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 will 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 [*CTR] 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.


GUN-PA-04676-EE1		Page 3
	BOEING PROPRIETARY

(iii)

Such Parts Credit Allowance and Labor Allowance will be:

[*CTR]

2.5.2 As an alternative to the above [*CTR] CFM will, 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 [*CTR] and at a charge to Customer increasing pro rata from [*CTR].

(ii)

Transportation to and from the designated facility will be at Customer’s expense.

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

2.6.1 During the first for such Parts and Expendable Parts, CFM will grant Parts Credit [*CTR] 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 t [*CTR].

2.7 [*CTR]

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


GUN-PA-04676-EE1		Page 4
	BOEING PROPRIETARY

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

2.8 Campaign Change Warranty [*CTR]

[*CTR] 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)

[*CTR]

(ii)

[*CTR]

2.8.2 Labor Allowance—CFM will grant [*CTR] 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 [*CTR] 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 WILL 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.


GUN-PA-04676-EE1		Page 5
	BOEING PROPRIETARY

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 WILL 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 WILL APPLY WHETHER OR NOT SUCH DAMAGES WERE OCCASIONED IN WHOLE OR IN PART BY THE FAULT OR NEGLIGENCE OF CFM, WHETHER ACTIVE, PASSIVE OR IMPUTED.

2.10.2 CUSTOMER WILL 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 WILL 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 WILL APPLY WHETHER OR NOT CUSTOMER’S LIABILITY IS OTHERWISE LIMITED.


GUN-PA-04676-EE1		Page 6
	BOEING PROPRIETARY

TABLE 1—LEAP-1B WARRANTY PARTS LIST*

ENGINE FLIGHT HOURS

[*CTR]

Fan Rotor

Blade, 1st Stage

Blade, Platforms

Blade, Booster Stages 2-4

Disk, 1st Stage

Spool, Booster

Forward Fan Shaft

Spinner

Fan Stator

Forward Case

Booster Vanes

Booster Case rings

Outlet Guide Vane (OGV)

Aft Acoustic Panels

Bleed Valve System

Aft Case

Compressor Rotor

Blades

Blisks, Spools, and Shafts

Compressor Stator

Cases

Vane Shrouds

Vanes

Variable Stator Actuating Rings

Combustor

Inner/Outer Liners & Dome

Case

HPT Rotor

Blades

Retaining Rings

Stg 1&2 Disks

Midseal

Forward Outer Seal

Aft seal

HPT Stator

Case

Vane Assemblies

Vane Support

Shrouds

Shroud Support


GUN-PA-04676-EE1		Page 7
	BOEING PROPRIETARY

Turbine Center Frame

Case

LPT Rotor

Blades

Interstage Seals

Disks

LP Cone Shaft

LP Shaft

LPT Stator

Case

Vane Assemblies

Shrouds

Fan Frame

Fan Hub Frame

All Supports

“A” Sump

Turbine Center Frame

Frame

“B” Sump

Turbine Rear Frame

Frame

#5 Bearing Support

“C” Sump

Main Engine Bearings

Gearboxes

Cases

Shafts, Drive

Gears

Bearings

Air Duct

Sump Air and Oil Seals

*	Warranty Parts List may change as Engine program evolves


GUN-PA-04676-EE1		Page 8
	BOEING PROPRIETARY

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-04676


				Page 1
		BOEING PROPRIETARY

SERVICE LIFE POLICY COMPONENTS

relating to

BOEING MODEL 737-8 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-04676.

1. Wing.

(i)

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

(ii)

Wing spar webs, chords and stiffeners.

(iii)

Inspar wing ribs.

(iv)

Inspar splice plates and fittings.

(v)

Main landing gear support structure.

(vi)

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

(vii)

Wing-to-body structural attachments.

(viii)

Engine strut support fittings attached directly to wing primary structure.

(ix)

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

(x)

Trailing edge flap tracks and carriages.

(xi)

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

2. Body.

(i)

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


GUN-PA-04676-SLP1		Page 2
	BOEING PROPRIETARY

(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.

3. Vertical Stabilizer.

(i)

External skins between front and rear spars.

(ii)

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

(iii)

Inspar ribs.

(iv)

Rudder hinges and supporting ribs, excluding bearings.

(v)

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

(vi)

Rudder internal, fixed attachment and actuator support structure.

4. Horizontal Stabilizer.


GUN-PA-04676-SLP1		Page 3
	BOEING PROPRIETARY

(i)

External skins between front and rear spars.

(ii)

Front and rear spar chords, webs and stiffeners.

(iii)

Inspar ribs.

(iv)

Stabilizer center section including hinge and screw support structure.

(v)

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

(vi)

Elevator internal, fixed attachment and actuator support structure.

5. Engine Strut.

(i)

Strut external surface skin and doublers and stiffeners.

(ii)

Internal strut chords, frames and bulkheads.

(iii)

Strut to wing fittings and diagonal brace.

(iv)

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

6. Main Landing Gear.

(i)

Outer cylinder.

(ii)

Inner cylinder, including axles.

(iii)

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

(iv)

Drag strut.

(v)

Orifice support tube.

(vi)

Downlock links including spindles and universals.

(vii)

Torsion links.

(viii)

Xxxx crank.

(ix)

Trunnion link.

(x)

Actuator beam, support link and beam arm.

7. Nose Landing Gear.

(i)

Outer cylinder.

(ii)

Inner cylinder, including axles.

(iii)

Orifice support tube.

(iv)

Upper and lower drag strut, including lock links.

(v)

Steering plates and steering collars.


GUN-PA-04676-SLP1		Page 4
	BOEING PROPRIETARY

(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-04676-SLP1		Page 5
	BOEING PROPRIETARY

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,

People’s Republic of China, 510406

Subject:

Aircraft Performance Guarantees

Reference:

Purchase Agreement No. PA-04676 (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 737-8 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 [*CTR] ) maximum takeoff weight and CFM LEAP- 1B27 engines. If Customer modifies the Aircraft configuration to [*CTR] maximum takeoff weight and CFM LEAP-1B28 engines, in accordance with Boeing’s standard price and offerability process, then the performance guarantees in Attachment B to this Letter Agreement will be applicable to the relevant Aircraft. These guarantees are exclusive and expire upon delivery of the Aircraft to Customer.

1.	Assignment.

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

2.	Confidential Treatment.

The information contained herein represents confidential business information and has value precisely because it is not available generally or to other parties. Customer will limit the disclosure of its contents, except for as required by applicable laws or regulations, to employees of Customer with a need to know the contents for 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-04676-LA-1704312

Performance Guarantees

Page 1

BOEING PROPRIETARY


Very truly yours,

AGREED AND ACCEPTED this

Date

THE BOEING COMPANY

By

Its		Attorney-In-Fact

CHINA SOUTHERN AIRLINES COMPANY LIMITED

By

Its

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

By

Its


GUN-PA-04676-LA-1704312		Page 2
Performance Guarantees	BOEING PROPRIETARY

Attachment A to Letter Agreement

No. LA-1704312

LEAP-1B27 Engines

Page 1

MODEL 737-8 PERFORMANCE GUARANTEES

FOR CHINA SOUTHERN AIRLINES COMPANY LIMITED


SECTION		CONTENTS

1		AIRCRAFT MODEL APPLICABILITY

2		FLIGHT PERFORMANCE

3		AIRCRAFT CONFIGURATION

4		GUARANTEE CONDITIONS

5		GUARANTEE COMPLIANCE

6		EXCLUSIVE GUARANTEES


P.A. No. 04676
AERO-B-BBA4-M13-1056A		SS13-0357
	BOEING PROPRIETARY

Attachment A to Letter Agreement

No. LA-1704312

LEAP-1B27 Engines

Page 2

1	AIRCRAFT MODEL APPLICABILITY

The guarantees contained in this Attachment (the “Performance Guarantees”) are applicable to the 737-8 Aircraft with a maximum takeoff weight of [*CTR], a maximum landing weight of [*CTR], and a maximum zero fuel weight of [*CTR] and equipped with Boeing furnished LEAP-1B27 engines.

2	FLIGHT PERFORMANCE

2.1

Takeoff

2.1.1

The FAA approved takeoff gross weight at the start of ground roll, at a temperature of [*CTR], at an altitude of [*CTR], from a [*CTR] and using maximum takeoff thrust, shall not be less than the following guarantee value:

NOMINAL: [*CTR]

TOLERANCE: [*CTR]

GUARANTEE: [*CTR]

Conditions:

The stopway is [*CTR].

The runway slope is [*CTR].

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


	Distance	Height
1.
2.
3.
4.
5.
6.

2.1.2

The FAA approved takeoff gross weight at the start of ground roll, at a temperature of [*CTR] at an altitude of [*CTR], from a [*CTR] and satisfying the conditions defined below, and using maximum takeoff thrust, shall not be less than the following guarantee value:


P.A. No. 04676
AERO-B-BBA4-M13-1056A		SS13-0357
	BOEING PROPRIETARY

Attachment A to Letter Agreement

No. LA-1704312

LEAP-1B27 Engines

Page 3

NOMINAL:

TOLERANCE:

GUARANTEE:

Conditions:

The runway slope is [*CTR].

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


	Distance	Height
1.
2.
3.
4.

2.1.3

The FAA approved takeoff gross weight at the start of ground roll, at a temperature of [*CTR], at an altitude of [*CTR], from a [*CTR], and satisfying the conditions defined below, and using maximum takeoff thrust, shall not be less than the following guarantee value:

NOMINAL:

TOLERANCE:

GUARANTEE:

Conditions:

The clearway is [*CTR].

The stopway is [*CTR].

The runway slope is [*CTR].

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


P.A. No. 04676
AERO-B-BBA4-M13-1056A		SS13-0357
	BOEING PROPRIETARY

Attachment A to Letter Agreement

No. LA-1704312

LEAP-1B27 Engines

Page 4


	Distance	Height
1.		[*CTR]
2.		[*CTR]
3.		[*CTR]
4.		[*CTR]
5.		[*CTR]

2.1.4

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

NOMINAL:

TOLERANCE:

GUARANTEE:

2.2

Landing

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

NOMINAL:

TOLERANCE:

GUARANTEE:

2.3

Mission

2.3.1

Mission Payload

The payload for a stage length of [*CTR] the conditions and operating rules defined below, shall not be less than the following guarantee value:

NOMINAL:

TOLERANCE:

GUARANTEE:


P.A. No. 04676
AERO-B-BBA4-M13-1056A		SS13-0357
	BOEING PROPRIETARY

Attachment A to Letter Agreement

No. LA-1704312

LEAP-1B27 Engines

Page 5


Conditions and operating rules:

Stage Length:		The stage length is defined as the sum of the distances for the climbout maneuver, climb, cruise, and descent.

Takeoff:		The airport altitude is [*CTR].

		The takeoff gross weight is not limited by the airport conditions.

		For information purposes, the takeoff conditions are defined as follows:

		The airport temperature is [*CTR].

		The runway length is [*CTR].

		The runway slope is [*CTR].

		[*CTR] thrust is used for the takeoff.

		The takeoff gross weight shall conform to FAA Regulations.

Climbout Maneuver:		Following the takeoff to, the Aircraft accelerates to [*CTR] the departure airport altitude and retracting flaps and landing gear.

Climb:		The Aircraft climbs from [*CTR].

		The Aircraft then accelerates at a rate of climb of [*CTR] per minute to the recommended climb speed for minimum block fuel.

		The climb continues at the recommended climb speed for minimum block fuel until [*CTR].

		The climb continues [*CTR] to the initial cruise altitude.


P.A. No. 04676
AERO-B-BBA4-M13-1056A		SS13-0357
	BOEING PROPRIETARY

Attachment A to Letter Agreement

No. LA-1704312

LEAP-1B27 Engines

Page 6



		The temperature is standard day during climb.

		Maximum climb thrust is used during climb.

Cruise:		The Aircraft cruises at the Long Range Cruise (LRC) speed.

		The initial cruise altitude is [*CTR].

		A step climb of [*CTR] may be used when beneficial to minimize fuel burn.

		The temperature is standard day during cruise.

		The cruise thrust is not to exceed maximum cruise thrust except during a step climb when maximum climb thrust may be used.

Descent:		The Aircraft descends from the final cruise altitude at [*CTR] above the destination airport altitude.

		Throughout the descent, the cabin pressure will be controlled to a maximum rate of descent equivalent to [*CTR] minute at sea level.

		The temperature is standard day during descent.

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

		The destination airport altitude is [*CTR].

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

		Taxi-Out:

		Fuel [*CTR]

		Takeoff and Climbout Maneuver:

		Fuel

		Distance


P.A. No. 04676
AERO-B-BBA4-M13-1056A		SS13-0357
	BOEING PROPRIETARY

Attachment A to Letter Agreement

No. LA-1704312

LEAP-1B27 Engines

Page 7


		Approach and Landing Maneuver:

		Fuel [*CTR]

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

		Fuel [*CTR]

		APU (shall be consumed from the reserve fuel):

		Fuel [*CTR]

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

		For information purposes, the reserve fuel is based on a standard day temperature and a) a contingency fuel allowance equivalent to [CTR] of the trip time from takeoff through the completion of the approach and landing maneuver at the destination airport, starting at the end of the mission cruise at an [CTR], b) a [CTR] c) an approach and landing maneuver at the alternate airport, and d) a [CTR] above the alternate airport altitude of [CTR] The minimum reserve fuel is [CTR].

2.3.2

Mission Block Fuel

The block fuel for a stage length of [*CTR] in still air with a [*CTR] payload using the conditions and operating rules defined below, shall not be more than the following guarantee value:

NOMINAL:

TOLERANCE:

GUARANTEE:


P.A. No. 04676
AERO-B-BBA4-M13-1056A		SS13-0357
	BOEING PROPRIETARY

Attachment A to Letter Agreement

No. LA-1704312

LEAP-1B27 Engines

Page 8


Conditions and operating rules:

Stage Length:		The stage length is defined as the sum of the distances for the climbout maneuver, climb, cruise, and descent.

Block Fuel:		The block fuel is defined as the sum of the fuel used for taxi-out, takeoff and climbout maneuver, climb, cruise, descent, approach and landing maneuver, taxi-in, and APU.

Takeoff:		The airport altitude is [*CTR].

		The takeoff gross weight is not limited by the airport conditions.

		Maximum takeoff thrust is used for the takeoff.

		The takeoff gross weight shall conform to FAA Regulations.

Climbout Maneuver:		Following the takeoff to, the Aircraft accelerates to [*CTR] above the departure airport altitude and retracting flaps and landing gear.

Climb:		The Aircraft climbs from [*CTR]

		The Aircraft then accelerates at a rate of climb of [CTR] [CTR] to the recommended climb speed for minimum block fuel.

		The climb continues at the recommended climb speed for minimum block fuel to the cruise altitude.

		The temperature is standard day during climb.

		Maximum climb thrust is used during climb.

Cruise:		The Aircraft cruises at the Long Range Cruise (LRC) speed.


P.A. No. 04676
AERO-B-BBA4-M13-1056A		SS13-0357
	BOEING PROPRIETARY

Attachment A to Letter Agreement

No. LA-1704312

LEAP-1B27 Engines

Page 9



		The cruise altitude is [*CTR].

		The temperature is standard day during cruise.

		The cruise thrust is not to exceed maximum cruise thrust except during a step climb when maximum climb thrust may be used.

Descent:		The Aircraft descends from the final cruise altitude at [*CTR] above the destination airport altitude.

		Throughout the descent, the cabin pressure is controlled to a maximum rate of descent equivalent to [CTR] [CTR] at sea level.

		The temperature is standard day during descent.

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

		The destination is a [*CTR] airport.

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

		Taxi-Out:

		Fuel [*CTR]

		Takeoff and Climbout Maneuver:

		Fuel

		Distance

		Approach and Landing Maneuver:

		Fuel [*CTR]

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

		Fuel [*CTR]

		APU (shall be consumed from the reserve fuel):

		Fuel [*CTR]


P.A. No. 04676
AERO-B-BBA4-M13-1056A		SS13-0357
	BOEING PROPRIETARY

Attachment A to Letter Agreement

No. LA-1704312

LEAP-1B27 Engines

Page 10


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

		For information purposes, the reserve fuel is based on a standard day temperature and a) a contingency fuel allowance equivalent to [CTR] of the trip time from takeoff through the completion of the approach and landing maneuver at the destination airport, starting at the end of the mission cruise at an [CTR] and [CTR] to a [CTR], c) an approach and landing maneuver at the alternate airport, and d) a [CTR] above the alternate airport altitude of sea level. The minimum reserve fuel is [CTR].

2.3.3

Mission Block Fuel

The block fuel for a stage length of [*CTR] payload using the conditions and operating rules defined below, shall not be more than the following guarantee value:

NOMINAL:

TOLERANCE:

GUARANTEE:

Conditions and operating rules:


Stage Length:		The stage length is defined as the sum of the distances for the climbout maneuver, climb, cruise, and descent.


P.A. No. 04676
AERO-B-BBA4-M13-1056A		SS13-0357
	BOEING PROPRIETARY

Attachment A to Letter Agreement

No. LA-1704312

LEAP-1B27 Engines

Page 11


Block Fuel:		The block fuel is defined as the sum of the fuel used for taxi-out, takeoff and climbout maneuver, climb, cruise, descent, approach and landing maneuver, taxi-in, and APU.

Takeoff:		The airport altitude is sea level.

		The takeoff gross weight is not limited by the airport conditions.

		Maximum takeoff thrust is used for the takeoff.

		The takeoff gross weight shall conform to FAA Regulations.

Climbout Maneuver:		Following the takeoff to [*CTR] above the departure airport altitude and retracting flaps and landing gear.

Climb:		The Aircraft climbs from [*CTR]

		The Aircraft then accelerates at a rate of climb of [*CTR] to the recommended climb speed for minimum block fuel.

		The climb continues at the recommended climb speed for minimum block fuel [*CTR].

		The climb continues at [*CTR] to the cruise altitude.

		The temperature is standard day during climb.

		Maximum climb thrust is used during climb.


P.A. No. 04676
AERO-B-BBA4-M13-1056A		SS13-0357
	BOEING PROPRIETARY

Attachment A to Letter Agreement

No. LA-1704312

LEAP-1B27 Engines

Page 12


Cruise:		The Aircraft cruises at the Long Range Cruise (LRC) speed.

		The cruise altitude is [*CTR].

		The temperature is standard day during cruise.

		The cruise thrust is not to exceed maximum cruise thrust except during a step climb when maximum climb thrust may be used.

Descent:		The Aircraft descends from the final cruise altitude at [*CTR] above the destination airport altitude.

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

		The temperature is standard day during descent.

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

		The destination is a sea level airport.

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

		Taxi-Out:

		Fuel [*CTR]

		Takeoff and Climbout Maneuver:

		Fuel

		Distance


P.A. No. 04676
AERO-B-BBA4-M13-1056A		SS13-0357
	BOEING PROPRIETARY

Attachment A to Letter Agreement

No. LA-1704312

LEAP-1B27 Engines

Page 13


		Approach and Landing Maneuver: Fuel [*CTR]

		Taxi-In (shall be consumed from the reserve fuel): Fuel [*CTR]

		APU (shall be consumed from the reserve fuel): Fuel [*CTR]

		Usable reserve fuel remaining upon completion of the approach and landing maneuver:

		[*CTR]

		For information purposes, the reserve fuel is based on a standard day temperature and a) a contingency fuel allowance equivalent to [CTR] of the trip time from takeoff through the completion of the approach and landing maneuver at the destination airport, starting at the end of the mission cruise at an [CTR], b) a [CTR] to a [CTR] c) an approach and landing maneuver at the alternate airport, and d) a [CTR] above the [CTR]. The minimum reserve fuel is [*CTR].

2.3.4

Operational Empty Weight Basis

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


P.A. No. 04676
AERO-B-BBA4-M13-1056A		SS13-0357
	BOEING PROPRIETARY

Attachment A to Letter Agreement

No. LA-1704312

LEAP-1B27 Engines

Page 14

2.3.5

737-8 Weight Summary – China Southern Airlines


		Kilograms
Standard Model Specification MEW		[*CTR]
Configuration Specification D019A008, Rev. E, Dated September 10, 2013
[*CTR] Tourist Class Passengers
CFM LEAP-1B Engines
[*CTR] Maximum Taxi Weight
Changes for China Southern Airlines
Interior Change to 164 Passengers (8 BC / 156 EC) *		[*CTR]
(Ref: LOPA—B379327) Boeing Sky Interior
[*CTR] Maximum Taxi Weight		[*CTR]
In-Flight Entertainment System		[*CTR]
Dual HF / Triple VHF Communications		[*CTR]
Flight Deck Entry Video Surveillance		[*CTR]
Extended Operations (ETOPS)		[*CTR]
Supplemental Oxygen—22-Minute Chemical Oxygen Generators		[*CTR]
Heavy Duty Cargo Compartment Linings/Panels		[*CTR]
Centerline Overhead Stowage Compartments (3)		[*CTR]
Customer Options Allowance		[*CTR]
China Southern Airlines Manufacturer’s Empty Weight (MEW)		[*CTR]
Standard and Operational Items Allowance		[*CTR]
(Paragraph 2.3.6)
China Southern Airlines Operational Empty Weight (OEW)		*[CTR]**


	Quantity	Kilograms	Kilograms
* Seat Weight Included:			[*CTR]
Business Class Double	[*CTR]	[*CTR]
Economy Class Triple	[*CTR]	[*CTR]
Economy Class Triple w/3 In-Arm Food Trays	[*CTR]	[*CTR]


P.A. No. 04676
AERO-B-BBA4-M13-1056A		SS13-0357
	BOEING PROPRIETARY

Attachment A to Letter Agreement

No. LA-1704312

LEAP-1B27 Engines

Page 15

2.3.6

Standard and Operational Items Allowance

Qty

Kilograms

Standard Items Allowance

[*CTR]

Unusable Fuel

[*CTR]

Oil

[*CTR]

Oxygen Equipment

[*CTR]

Passenger Portable / Disposable Mask

[*CTR]

Crew Masks / Goggles

[*CTR]

Miscellaneous Equipment

[*CTR]

Crash Axe

[*CTR]

Megaphones

[*CTR]

Flashlights

[*CTR]

Demo Kits

[*CTR]

Smoke Hoods

[*CTR]

Galley Structure & Fixed Inserts

[*CTR]

Operational Items Allowance

[*CTR]

Crew and Crew Baggage

[*CTR]

Flight Crew & Flight Bag

[*CTR]

Flight Attendant and Kit

[*CTR]

Catering Allowance & Removable Inserts

[*CTR]

Business Class

[*CTR]

Economy Class

[*CTR]

Service Cart Weights (8 Full / 2 Half Carts)

Passenger Service Equipment

[*CTR]

Potable Water - 60 USG

[*CTR]

Waste Tank Disinfectant

[*CTR]

Emergency Equipment

[*CTR]

Escape Slides - Forward

[*CTR]

Life Vests - Crew and Passengers

[*CTR]

Life Rafts

[*CTR]

Auto Radio Beacon (ELT)

[*CTR]

Total Standard and Operational Items Allowance

[*CTR]


P.A. No. 04676
AERO-B-BBA4-M13-1056A		SS13-0357
	BOEING PROPRIETARY

Attachment A to Letter Agreement

No. LA-1704312

LEAP-1B27 Engines

Page 16

3	AIRCRAFT CONFIGURATION

3.1

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

3.2

The guarantee payload of Paragraph 2.3.1 and the specified payloads of Paragraph 2.3.2 and 2.3.3 block fuel guarantees will be adjusted by Boeing for the effect of the following on OEW in its evidence of compliance with the guarantees:

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

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

4	GUARANTEE CONDITIONS

4.1

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

4.2

For the purposes of these 737-8 guarantees the Federal Aviation Administration (FAA) regulations referred to in this Attachment are, unless otherwise specified, the 737-900ER Certification Basis regulations specified in the Type Certificate Data Sheet A16WE, Revision 41, dated July 31, 2007.

4.3

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


P.A. No. 04676
AERO-B-BBA4-M13-1056A		SS13-0357
	BOEING PROPRIETARY

Attachment A to Letter Agreement

No. LA-1704312

LEAP-1B27 Engines

Page 17

4.4

The takeoff and landing guarantees and the takeoff portion of the mission guarantees are based on [*CTR]

4.5

The climb, cruise and descent portions of the mission guarantees include [*CTR]

4.6

Long Range Cruise (LRC) [*CTR].

4.7

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

4.8

Performance, where applicable, is based on a fuel Lower Heating Value (LHV) of [*CTR]

5	*GUARANTEE COMPLIANCE [CTR]**

5.1

Compliance with the guarantees of Section 2 shall be based on the conditions specified in that section, the Aircraft configuration of Section 3 and the guarantee conditions of Section 4.

5.2

Compliance with the takeoff and landing guarantees and the takeoff portion of the mission guarantee shall be based on the FAA approved Airplane Flight Manual for the Model 737-8.


P.A. No. 04676
AERO-B-BBA4-M13-1056A		SS13-0357
	BOEING PROPRIETARY

Attachment A to Letter Agreement

No. LA-1704312

LEAP-1B27 Engines

Page 18

5.3

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

5.4

The OEW used for compliance with the mission guarantees shall be the actual MEW plus the Standard and Operational Items Allowance in Paragraph 03-60-00 of the Detail Specification.

5.5

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.

5.6

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.

6	EXCLUSIVE GUARANTEES

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


P.A. No. 04676
AERO-B-BBA4-M13-1056A		SS13-0357
	BOEING PROPRIETARY

Attachment B to Letter Agreement

No. LA-1704312

LEAP-1B28 Engines

Page 1

MODEL 737-8 PERFORMANCE GUARANTEES

FOR CHINA SOUTHERN AIRLINES COMPANY LIMITED


SECTION		CONTENTS

1		AIRCRAFT MODEL APPLICABILITY

2		FLIGHT PERFORMANCE

3		AIRCRAFT CONFIGURATION

4		GUARANTEE CONDITIONS

5		GUARANTEE COMPLIANCE

6		EXCLUSIVE GUARANTEES


P.A. No. 04676
AERO-B-BBA4-M13-0917B		SS13-0357
	BOEING PROPRIETARY

Attachment B to Letter Agreement

No. LA-1704312

LEAP-1B28 Engines

Page 2

1	AIRCRAFT MODEL APPLICABILITY

The guarantees contained in this Attachment (the “Performance Guarantees”) are applicable to the 737-8 Aircraft with a maximum takeoff weight of [*CTR], a maximum landing weight of [*CTR], and a maximum zero fuel weight of [*CTR] kilograms, and equipped with Boeing furnished LEAP-1B28 engines.

2	FLIGHT PERFORMANCE

2.1

Takeoff

2.1.1

The FAA approved takeoff gross weight at the start of ground roll, at a temperature of [*CTR] at an [*CTR], from a [*CTR] runway, and satisfying the conditions defined below, and using maximum takeoff thrust, shall not be less than the following guarantee value:

GUARANTEE: [*CTR]

Conditions:

The runway slope is [*CTR].

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


	Distance	Height
1.	[*CTR]	[*CTR]
2.	[*CTR]	[*CTR]
3.	[*CTR]	[*CTR]
4.	[*CTR]	[*CTR]
5.	[*CTR]	[*CTR]
6.	[*CTR]	[*CTR]
7.	[*CTR]	[*CTR]


P.A. No. 04676
AERO-B-BBA4-M13-0917B		SS13-0357
	BOEING PROPRIETARY

Attachment B to Letter Agreement

No. LA-1704312

LEAP-1B28 Engines

Page 3

2.1.2

The FAA approved takeoff gross weight at the start of ground roll, at a temperature of [*CTR] at an altitude of [*CTR], from a [*CTR], and satisfying the conditions defined below, and using maximum takeoff thrust, shall not be less than the following guarantee value:

NOMINAL:

TOLERANCE:

GUARANTEE:

Conditions:

The clearway is [*CTR].

The stopway is [*CTR].

The runway slope is [*CTR].

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


	Distance	Height
1.		[*CTR]
2.		[*CTR]
3.		[*CTR]
4.		[*CTR]
5.		[*CTR]

2.1.3

GUARANTEE: [*CTR]

Conditions:

The clearway is [*CTR].

The stopway is [*CTR]

The runway slope is [*CTR].


P.A. No. 04676
AERO-B-BBA4-M13-0917B		SS13-0357
	BOEING PROPRIETARY

Attachment B to Letter Agreement

No. LA-1704312

LEAP-1B28 Engines

Page 4

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


	Distance	Height
1.		[*CTR]
2.		[*CTR]
3.		[*CTR]

2.1.4

The FAA approved takeoff field length at a gross weight at the start of the ground roll of, at a temperature of [*CTR], at a [*CTR], and using , shall not be more than the following guarantee value: [*CTR]

NOMINAL:

TOLERANCE:

GUARANTEE:

2.2

Landing

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

NOMINAL:

TOLERANCE:

GUARANTEE:

2.3

Mission

2.3.1

Mission Payload

The payload for a stage length of [*CTR] and operating rules defined below, shall not be less than the following guarantee value:

NOMINAL:

TOLERANCE:

[*CTR]


P.A. No. 04676
AERO-B-BBA4-M13-0917B		SS13-0357
	BOEING PROPRIETARY

Attachment B to Letter Agreement

No. LA-1704312

LEAP-1B28 Engines

Page 5


Conditions and operating rules:

Stage Length:		The stage length is defined as the sum of the distances for the climbout maneuver, climb, cruise, and descent.

Takeoff:		The airport altitude is [*CTR].

		The takeoff gross weight is not limited by the airport conditions.

		For information purposes, the takeoff conditions are defined as follows:

		The airport temperature is .

		The runway length is [*CTR].

		The runway slope is [*CTR].

		[*CTR] thrust is used for the takeoff.

		The takeoff gross weight shall conform to FAA Regulations.

Climbout Maneuver:		Following the takeoff to [CTR], the Aircraft accelerates to [CTR] above the departure airport altitude and retracting flaps and landing gear.

Climb:		The Aircraft climbs from [*CTR]

		The Aircraft then accelerates at a rate of climb of [*CTR] to the recommended climb speed for minimum block fuel.

		The climb continues at the recommended climb speed for minimum block fuel until [*CTR].

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


P.A. No. 04676
AERO-B-BBA4-M13-0917B		SS13-0357
	BOEING PROPRIETARY

Attachment B to Letter Agreement

No. LA-1704312

LEAP-1B28 Engines

Page 6


		The temperature is standard day during climb.

		Maximum climb thrust is used during climb.

Cruise:		The Aircraft cruises at the Long Range Cruise (LRC) speed.

		The initial cruise altitude is [*CTR].

		A step climb of [*CTR] may be used when beneficial to minimize fuel burn.

		The temperature is standard day during cruise.

		The cruise thrust is not to exceed maximum cruise thrust except during a step climb when maximum climb thrust may be used.

Descent:		The Aircraft descends from the final cruise altitude at [*CTR] above the destination airport altitude.

		Throughout the descent, the cabin pressure will be controlled to a maximum rate of descent equivalent to [*CTR] per minute at sea level.

		The temperature is standard day during descent.

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

		The destination airport altitude is [*CTR].

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

		Taxi-Out:

		Fuel [*CTR]


P.A. No. 04676
AERO-B-BBA4-M13-0917B		SS13-0357
	BOEING PROPRIETARY

Attachment A to Letter Agreement

No. LA-1704312

LEAP-1B28 Engines

Page 7


		Takeoff and Climbout Maneuver: Fuel Distance

		Approach and Landing Maneuver: Fuel [*CTR]

		Taxi-In (shall be consumed from the reserve fuel): Fuel [*CTR]

		APU (shall be consumed from the reserve fuel): Fuel [*CTR]

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

		For information purposes, the reserve fuel is based on a standard day temperature and a) a contingency fuel allowance equivalent to [CTR] of the trip time from takeoff through the completion of the approach and landing maneuver at the destination airport, starting at the end of the mission cruise at an [CTR] b) a [CTR] t to a [CTR], c) an approach and landing maneuver at the alternate airport, and d) a [CTR] above the alternate airport altitude [CTR]. The minimum reserve fuel is [*CTR].

2.3.2

Mission Block Fuel

The block fuel for a stage length of [*CTR] in still air with a [*CTR] payload using the conditions and operating rules defined below, shall not be more than the following guarantee value:

NOMINAL:

TOLERANCE:

GUARANTEE:


P.A. No. 04676
AERO-B-BBA4-M13-0917B		SS13-0357
	BOEING PROPRIETARY

Attachment B to Letter Agreement

No. LA-1704312

LEAP-1B28 Engines

Page 8


Conditions and operating rules:

Stage Length:		The stage length is defined as the sum of the distances for the climbout maneuver, climb, cruise, and descent.

BlockFuel:		The block fuel is defined as the sum of the fuel used for taxi-out, takeoff and climbout maneuver, climb, cruise, descent, approach and landing maneuver, taxi-in, and APU.

Takeoff:		The airport altitude is sea level.

		The takeoff gross weight is not limited by the airport conditions.

		Maximum takeoff thrust is used for the takeoff.

		The takeoff gross weight shall conform to FAA Regulations.

Climbout Maneuver:		Following the takeoff to [CTR], the Aircraft accelerates to [CTR] above the departure airport altitude and retracting flaps and landing gear.

Climb:		The Aircraft climbs from [*CTR]

		The Aircraft then accelerates at a rate of climb of [*CTR] to the recommended climb speed for minimum block fuel.

		The climb continues at the recommended climb speed for minimum block fuel to the cruise altitude.

		The temperature is standard day during climb.

		Maximum climb thrust is used during climb.

Cruise:		The Aircraft cruises at the Long Range Cruise (LRC) speed.


P.A. No. 04676
AERO-B-BBA4-M13-0917B		SS13-0357
	BOEING PROPRIETARY

Attachment B to Letter Agreement

No. LA-1704312

LEAP-1B28 Engines

Page 9


		The cruise altitude is [*CTR].

		The temperature is standard day during cruise.

		The cruise thrust is not to exceed maximum cruise thrust except during a step climb when maximum climb thrust may be used.

Descent:		The Aircraft descends from the final cruise altitude at [*CTR] above the destination airport altitude.

		Throughout the descent, the cabin pressure is controlled to a maximum rate of descent equivalent to [*CTR] at sea level.

		The temperature is standard day during descent.

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

		The destination airport altitude is a [*CTR] airport.

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

		Taxi-Out:

		Fuel [*CTR]

		Takeoff and Climbout Maneuver:

		Fuel

		Distance

		Approach and Landing Maneuver:

		Fuel [CTR] [CTR]

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

		Fuel [*CTR]


P.A. No. 04676
AERO-B-BBA4-M13-0917B		SS13-0357
	BOEING PROPRIETARY

Attachment B to Letter Agreement

No. LA-1704312

LEAP-1B28 Engines

Page 10


		APU (shall be consumed from the reserve fuel): Fuel [*CTR]

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

		For information purposes, the reserve fuel is based on a standard day temperature and a) a contingency fuel allowance equivalent to [CTR] of the trip time from takeoff through the completion of the approach and landing maneuver at the destination airport, [CTR] b) a [CTR] to a [CTR], c) an approach and landing maneuver at the alternate airport, and d) a [CTR] above the alternate airport [CTR]. The minimum reserve fuel is [*CTR].

2.3.3

Mission BlockFuel

The block fuel for a stage length of [*CTR] payload using the conditions and operating rules defined below, shall not be more than the following guarantee value:

NOMINAL:

TOLERANCE:

GUARANTEE:

Conditions and operating rules:

Stage Length:

The stage length is defined as the sum of the distances for the climbout maneuver, climb,

cruise, and descent.


P.A. No. 04676
AERO-B-BBA4-M13-0917B		SS13-0357
	BOEING PROPRIETARY

Attachment B to Letter Agreement

No. LA-1704312

LEAP-1B28 Engines

Page 11


Block Fuel:		The block fuel is defined as the sum of the fuel used for taxi-out, takeoff and climbout maneuver, climb, cruise, descent, approach and landing maneuver, taxi-in, and APU.

Takeoff:		The airport altitude is sea level.

		The takeoff gross weight is not limited by the airport conditions.

		Maximum takeoff thrust is used for the takeoff.

		The takeoff gross weight shall conform to FAA Regulations.

Climbout Maneuver:		Following the takeoff to [CTR], the Aircraft [CTR] above the departure airport altitude and retracting flaps and landing gear.

Climb:		The Aircraft climbs from [*CTR]

		The Aircraft then accelerates at a rate of climb of [*CTR] to the recommended climb speed for minimum block fuel.

		The climb continues at the recommended climb speed for minimum block fuel until [*CTR] is reached.

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

		The temperature is standard day during climb.

		Maximum climb thrust is used during climb.

Cruise:		The Aircraft cruises at the Long Range Cruise (LRC) speed.

		The initial cruise altitude is [*CTR].


P.A. No. 04676
AERO-B-BBA4-M13-0917B		SS13-0357
	BOEING PROPRIETARY

Attachment B to Letter Agreement

No. LA-1704312

LEAP-1B28 Engines

Page 12


		A step climb of [*CTR] altitude may be used when beneficial to minimize fuel burn.

		The temperature is standard day during cruise.

		The cruise thrust is not to exceed maximum cruise thrust except during a step climb when maximum climb thrust may be used.

Descent:		The Aircraft descends from the final cruise altitude at [*CTR] above the destination airport altitude.

		Throughout the descent, the cabin pressure is controlled to a maximum rate of descent equivalent to [CTR] [CTR].

		The temperature is standard day during descent.

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

		The destination airport altitude is a sea level airport.

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

		Taxi-Out:

		Fuel [*CTR]

		Takeoff and Climbout Maneuver:

		Fuel

		Distance

		Approach and Landing Maneuver:

		Fuel [*CTR]

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

		Fuel [*CTR]


P.A. No. 04676
AERO-B-BBA4-M13-0917B		SS13-0357
	BOEING PROPRIETARY

Attachment B to Letter Agreement

No. LA-1704312

LEAP-1B28 Engines

Page 13


		APU (shall be consumed from the reserve fuel): Fuel [*CTR]

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

		For information purposes, the reserve fuel is based on a standard day temperature and a) a contingency fuel allowance equivalent to [CTR] of the trip time from takeoff through the completion of the approach and landing maneuver at the destination airport, starting at the end of the mission cruise at an [CTR] b) a [CTR] to a [CTR] c) an approach and landing maneuver at the alternate airport, and d) a [CTR] above the alternate airport [CTR]. The minimum reserve fuel is [*CTR].

2.3.4

Operational Empty Weight Basis

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


P.A. No. 04676
AERO-B-BBA4-M13-0917B		SS13-0357
	BOEING PROPRIETARY

Attachment B to Letter Agreement

No. LA-1704312

LEAP-1B28 Engines

Page 14

2.3.5

737-8 Weight Summary – China Southern Airlines


	Kilograms
Standard Model Specification MEW		[*CTR]
Configuration Specification D019A008, Rev. E, Dated September 10, 2013
[*CTR] Tourist Class Passengers
CFM LEAP-1B Engines
[*CTR] Maximum Taxi Weight
Changes for China Southern Airlines
Interior Change to 164 Passengers (8 BC / 156 EC) *		[*CTR]
(Ref: LOPA - B379327) Boeing Sky Interior
[*CTR] Maximum Taxi Weight		[*CTR]
In-Flight Entertainment System		[*CTR]
Dual HF / Triple VHF Communications		[*CTR]
Flight Deck Entry Video Surveillance		[*CTR]
Extended Operations (ETOPS)		[*CTR]
[*CTR]		[*CTR]
Heavy Duty Cargo Compartment Linings/Panels		[*CTR]
Centerline Overhead Stowage Compartments (3)		[*CTR]
Customer Options Allowance		[*CTR]
China Southern Airlines Manufacturer’s Empty Weight (MEW)		[*CTR]
Standard and Operational Items Allowance		[*CTR]
(Paragraph 2.3.6)
China Southern Airlines Operational Empty Weight (OEW)		[*CTR]


	Quantity	Kilograms	Kilograms

* Seat Weight Included:				[*CTR]
Business Class Double	[*CTR]	[*CTR]
Economy Class Triple	[*CTR]	[*CTR]
Economy Class Triple w/3 In-Arm Food Trays	[*CTR]	[*CTR]


P.A. No. 04676
AERO-B-BBA4-M13-0917B		SS13-0357
	BOEING PROPRIETARY

Attachment B to Letter Agreement

No. LA-1704312

LEAP-1B28 Engines

Page 15

2.3.6

Standard and Operational Items Allowance

Qty

Kilograms

Standard Items Allowance

[*CTR]

Unusable Fuel

Oil

Oxygen Equipment

Passenger Portable / Disposable Mask

[*CTR]

Crew Masks / Goggles

[*CTR]

Miscellaneous Equipment

[*CTR]

Crash Axe

[*CTR]

Megaphones

[*CTR]

Flashlights

[*CTR]

Demo Kits

[*CTR]

Smoke Hoods

[*CTR]

Seat Belt Extension

[*CTR]

Galley Structure & Fixed Inserts

[*CTR]

Operational Items Allowance

[*CTR]

Crew and Crew Baggage

[*CTR]

Flight Crew & Flight Bag

[*CTR]

Flight Attendant and Kit

[*CTR]

Navigation Bags & Manuals

[*CTR]

Catering Allowance & Removable Inserts

[*CTR]

Business Class

[*CTR]

Economy Class

[*CTR]

Service Cart Weights (8 Full / 2 Half Carts)

[*CTR]

Passenger Service Equipment

[*CTR]

Potable Water - 60 USG

Waste Tank Disinfectant

Emergency Equipment

Escape Slides - Forward

[*CTR]

Escape Slides - Aft

[*CTR]

Life Vests - Crew and Passengers

[*CTR]

Auto Radio Beacon (ELT)

[*CTR]

Total Standard and Operational Items Allowance

[*CTR]


P.A. No. 04676
AERO-B-BBA4-M13-0917B		SS13-0357
	BOEING PROPRIETARY

Attachment B to Letter Agreement

No. LA-1704312

LEAP-1B28 Engines

Page 16

3	AIRCRAFT CONFIGURATION

3.1

3.2

(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.

4	GUARANTEE CONDITIONS

4.1

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

4.2

4.3


P.A. No. 04676
AERO-B-BBA4-M13-0917B		SS13-0357
	BOEING PROPRIETARY

Attachment B to Letter Agreement

No. LA-1704312

LEAP-1B28 Engines

Page 17

4.4

The takeoff and landing guarantees and the takeoff portion of the mission guarantees are based on [*CTR]

4.5

The climb, cruise and descent portions of the mission guarantees include [*CTR]

4.6

Long Range Cruise (LRC) [*CTR]

4.7

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

4.8	Performance, where applicable, is based on a fuel Lower Heating Value (LHV) of [*CTR]

5	GUARANTEE COMPLIANCE

5.1

Compliance with the guarantees of Section 2 shall be based on the conditions specified in that section, the Aircraft configuration of Section 3 and the guarantee conditions of Section 4.

5.2

Compliance with the takeoff and landing guarantees and the takeoff portion of the mission guarantee shall be based on the FAA approved Airplane Flight Manual for the Model 737-8.


P.A. No. 04676
AERO-B-BBA4-M13-0917B		SS13-0357
	BOEING PROPRIETARY

Attachment B to Letter Agreement

No. LA-1704312

LEAP-1B28 Engines

Page 18

5.3

5.4

The OEW used for compliance with the mission guarantees shall be the actual MEW plus the Standard and Operational Items Allowance in Paragraph 03-60-00 of the Detail Specification.

5.5

5.6

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.

6	EXCLUSIVE GUARANTEES

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


P.A. No. 04676
AERO-B-BBA4-M13-0917B		SS13-0357
	BOEING PROPRIETARY

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,

People’s Republic of China, 510406

Subject:

Integrated Performance Remedy – 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.

1. Compliance Deviation.

The Attachment A to [*CTR] contains performance guarantees (Performance Guarantees) for Aircraft with configuration of [*CTR] maximum takeoff weight and CFM [*CTR] engines (Attachment A Aircraft). The Performance Guarantees include mission payload guarantees (Payload Guarantee) and block fuel guarantees (Block Fuel Guarantee) applicable to the Attachment A Aircraft in accordance with such Performance Guarantees. Boeing offers the following remedies in the event that the guarantee compliance report furnished to Customer for the Attachment A Aircraft pursuant to Article 5.4 of the AGTA shows a demonstrated value worse than the Block Fuel Guarantee or Payload Guarantee (each a Compliance Deviation). Customer cannot refuse to accept delivery of such Attachment A Aircraft because of such Compliance Deviation.

2. Cure Period.

2.1. Within [*CTR] from the delivery of an Attachment A Aircraft with a Compliance Deviation (Cure Period), Boeing or the engine manufacturer may design airframe improvement parts or engine improvement parts (Improvement Parts) which, when installed on such Attachment A Aircraft, would reduce or eliminate the Compliance Deviation. Such Improvement Parts may include, but is not limited to, increased maximum take-off weight (MTOW).


GUN-PA-04676-LA-1704313
Integrated Performance Remedy – PG Attachment A		Page 1
	BOEING PROPRIETARY

2.2. 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 to Customer at [*CTR] to be mutually agreed. Boeing will, or cause the engine manufacturer, as applicable, to provide reasonable support for an Improvement Parts program at to [*CTR]

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

2.4. Boeing will provide or will cause the engine manufacturer to provide reimbursement of Customer’s reasonable [*CTR] to install Improvement Parts at the warranty labor rate in effect at the time of installation between Boeing and Customer or the engine manufacturer and Customer, as applicable. Improvement Parts related to engines will apply also to spare engines on terms not less favorable to Customer. Boeing will, or cause the engine manufacturer, as applicable, to l give Customer reasonable advance written notice of the estimated on-dock date at Customer’s maintenance base for any such Improvement Parts.

3. Performance Remedy Credit Memorandum.

For a Compliance Deviation which has not been remedied during the Cure Period, Boeing shall provide Customer with a credit memorandum in the amounts determined in 3.1 and 3.2, below (Performance Remedy Credit Memorandum). The Performance Remedy Credit Memorandum may be used for the purchase of Boeing goods and services or engine manufacturer goods and services, as applicable.

3.1. Block Fuel Adjustment

In the event of a Compliance Deviation from the Block Fuel Guarantee for an Attachment A Aircraft, Boeing will credit to the Performance Remedy Credit Memorandum

3.2. [*CTR]

In the event of a Compliance Deviation from the Mission Payload Guarantee for an Attachment A Aircraft, Boeing will credit to the Performance Remedy Credit Memorandum [*CTR]


GUN-PA-04676-LA-1704313
Integrated Performance Remedy – PG Attachment A		Page 2
	BOEING PROPRIETARY

4. Duplication of Benefits.

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

5. Exclusive Remedy.

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

6. Assignment.

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

7. Confidential Treatment.


GUN-PA-04676-LA-1704313
Integrated Performance Remedy – PG Attachment A		Page 3
	BOEING PROPRIETARY

Very truly yours,

AGREED AND ACCEPTED this

Date



THE BOEING COMPANY

By

Its		Attorney-In-Fact

CHINA SOUTHERN AIRLINES COMPANY LIMITED

By

Its

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

By

Its


GUN-PA-04676-LA-1704313
Integrated Performance Remedy – PG Attachment A		Page 4
	BOEING PROPRIETARY

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,

People’s Republic of China, 510406

Subject:

Integrated Performance Remedy – Performance Guarantee Attachment B

Reference:

1. Compliance Deviation.

The Attachment B to Letter Agreement No. LA-1704312 contains performance guarantees (Performance Guarantees) for Aircraft with configuration of [*CTR] maximum takeoff weight and CFM LEAP-1B28 engines (Attachment B Aircraft). The Performance Guarantees include mission payload guarantees (Payload Guarantee) and block fuel guarantees (Block Fuel Guarantee) applicable to the Attachment B Aircraft in accordance with such Performance Guarantees. Boeing offers the following remedies in the event that the guarantee compliance report furnished to Customer for the Attachment B Aircraft pursuant to Article 5.4 of the AGTA shows a demonstrated value worse than the Block Fuel Guarantee or Payload Guarantee (each a Compliance Deviation). Customer cannot refuse to accept delivery of such Attachment B Aircraft because of such Compliance Deviation.

2. Cure Period.

2.1. Within [*CTR] from the delivery of an Attachment B Aircraft with a Compliance Deviation (Cure Period), Boeing or the engine manufacturer may design airframe improvement parts or engine improvement parts (Improvement Parts) which, when installed on such Attachment B Aircraft, would reduce or eliminate the Compliance Deviation. Such Improvement Parts may include, but is not limited to, increased maximum take-off weight (MTOW).


GUN-PA-04676-LA-1704314
Integrated Performance Remedy – PG Attachment B		Page 1
	BOEING PROPRIETARY

2.2. 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 to Customer at no charge at a location to be mutually agreed. Boeing will, or cause the engine manufacturer, as applicable, to provide reasonable support for an Improvement Parts program at no charge to Customer.

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

2.4. Boeing will provide or will cause the engine manufacturer to provide reimbursement of Customer’s [*CTR] to install Improvement Parts at the warranty labor rate in effect at the time of installation between Boeing and Customer or the engine manufacturer and Customer, as applicable. Improvement Parts related to engines will apply also to spare engines on terms not less favorable to Customer. Boeing will, or cause the engine manufacturer, as applicable, to give Customer reasonable advance written notice of the estimated on-dock date at Customer’s maintenance base for any such Improvement Parts.

3. Performance Remedy Credit Memorandum.

3.1. Block Fuel Adjustment

In the event of a Compliance Deviation from the Block Fuel Guarantee for an Attachment B Aircraft, Boeing will credit to the Performance Remedy Credit Memorandum

3.2. [*CTR]

In the event of a Compliance Deviation from the Mission Payload Guarantee for an Attachment B Aircraft, Boeing will credit to the Performance Remedy Credit Memorandum [*CTR]


GUN-PA-04676-LA-1704314
Integrated Performance Remedy – PG Attachment B		Page 2
	BOEING PROPRIETARY

4. Duplication of Benefits.

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

5. Exclusive Remedy.

6. Assignment.

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

7. Confidential Treatment.


GUN-PA-04676-LA-1704314
Integrated Performance Remedy – PG Attachment B		Page 3
	BOEING PROPRIETARY

Very truly yours,

AGREED AND ACCEPTED this

Date


THE BOEING COMPANY

By

Its		Attorney-In-Fact

CHINA SOUTHERN AIRLINES COMPANY LIMITED

By

Its

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

By

Its


GUN-PA-04676-LA-1704314
Integrated Performance Remedy – PG Attachment B		Page 4
	BOEING PROPRIETARY

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,

People’s Republic of China, 510406

Subject:

Liquidated Damages – Non-Excusable Delay

Reference:

Definition of Terms:

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

1. Liquidated Damages.

Boeing agrees to pay Customer liquidated damages for each day of Non- Excusable Delay [*CTR] after the Scheduled Delivery Month (collectively the Non-Excusable Delay Payment Period) at a rate [*CTR] Aircraft (Liquidated Damages). Liquidated Damages will be payable at actual delivery of the Aircraft or as provided for in Article 5.

2. Interest.

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


GUN-PA-04676-LA-1704315
Liquidated Damages Non-Excusable Delay		Page 1
	BOEING PROPRIETARY

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

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

3. [*CTR]

In the event any Aircraft has been delayed beyond the Scheduled Delivery Month due to a Non-Excusable Delay, for the Non-Excusable Delay Payment Period the calculation of the Escalation Adjustment will be based on the [*CTR]

4. [*CTR].

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 [*CTR] Within of receipt of written notice from Boeing that delivery of an Aircraft will be delayed beyond the Non-Excusable Delay Period, [*CTR] the Purchase Agreement as to such Aircraft by written or telegraphic notice given to the other. [*CTR], then the Purchase Agreement will remain in effect for that Aircraft.

5. [*CTR].

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

(i)

Liquidated Damages at the later to occur of: [*CTR]

(ii)

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


GUN-PA-04676-LA-1704315
Liquidated Damages Non-Excusable Delay		Page 2
	BOEING PROPRIETARY

(iii)

for the entire principal amount of the advance payments received by Boeing for such Aircraft, [*CTR].

6. Exclusive Remedies.

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

7. Assignment.

8. Confidential Treatment.


GUN-PA-04676-LA-1704315
Liquidated Damages Non-Excusable Delay		Page 3
	BOEING PROPRIETARY

Very truly yours,

AGREED AND ACCEPTED this

Date


THE BOEING COMPANY

By
Its		Attorney-In-Fact

CHINA SOUTHERN AIRLINES COMPANY LIMITED

By
Its

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

By
Its


GUN-PA-04676-LA-1704315
Liquidated Damages Non-Excusable Delay		Page 4
	BOEING PROPRIETARY

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,

People’s Republic of China, 510406

Subject:

Special Escalation Program

Reference:

1. Definitions.

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

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

2. Applicability.

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

3. Escalation Forecast.

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


GUN-PA-04676-LA-1704316
Special Escalation Program		Page 1
	BOEING PROPRIETARY

4. [*CTR]

4.1 [*CTR]

4.2 The Escalation Adjustment for the Airframe Price and Optional Features Prices of each Program Aircraft will be [*CTR]

5. [*CTR] Cumulative Annual Escalation during the [*CTR]

6. [*CTR]

If the cumulative annual escalation factor, as determined in accordance with Supplemental Exhibit AE1 at time of delivery of Program Aircraft, produces an [*CTR]

7. [*CTR]

If the cumulative annual escalation factor, as determined in accordance with Supplemental Exhibit AE1 at time of delivery of Aircraft, [*CTR]


GUN-PA-04676-LA-1704316
Special Escalation Program		Page 2
	BOEING PROPRIETARY

8. [*CTR]

8.1 If the escalation forecast, as set forth in Article 3, above, projects a [*CTR]:

8.1.1 [*CTR]; or

8.1.2 [*CTR]

8.1.3 [*CTR]

8.2 If Boeing or Customer exercise the option described in Article 8.1.3 above, [*CTR]

8.2.1 [*CTR]

8.2.2 Should Customer, and neither Articles 8.1.1 nor 8.1.2 apply, fail to issue any notice to Boeing in accordance with Article 8.2 above, then the Escalation Adjustment for the Airframe Price and Optional Features Prices for such Program Aircraft shall be calculated [*CTR].

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


GUN-PA-04676-LA-1704316
Special Escalation Program		Page 3
	BOEING PROPRIETARY

9. Applicability to Other Financial Consideration.

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

10. Assignment.

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

11. Confidential Treatment.


GUN-PA-04676-LA-1704316
Special Escalation Program		Page 4
	BOEING PROPRIETARY

Very truly yours,

AGREED AND ACCEPTED this

Date


THE BOEING COMPANY

By
Its		Attorney-In-Fact

CHINA SOUTHERN AIRLINES COMPANY LIMITED

By
Its

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

By
Its


GUN-PA-04676-LA-1704316
Special Escalation Program		Page 5
	BOEING PROPRIETARY

ATTACHMENT A

Escalation Forecast & Escalation Notice Date


Escalation Forecast	Applicable to Program Aircraft Delivering in Time Period	Escalation Notice Date
[*CTR]	[*CTR]	[*CTR]
[*CTR]	[*CTR]	[*CTR]
[*CTR]	[*CTR]	[*CTR]
[*CTR]	[*CTR]	[*CTR]
[*CTR]	[*CTR]	[*CTR]


GUN-PA-04676-LA-1704316
Special Escalation Program		Page 6
	BOEING PROPRIETARY

ATTACHMENT B

Escalation Factors

Airframe Price Base Year: [*CTR]

Beginning of Capped Period: [*CTR]

End of Capped Period: [*CTR]


Delivery Date	Escalation Factors	Escalation Factors
[*CTR]	[*CTR]	[*CTR]
[*CTR]	[*CTR]	[*CTR]
[*CTR]	[*CTR]	[*CTR]
[*CTR]	[*CTR]	[*CTR]
[*CTR]	[*CTR]	[*CTR]
[*CTR]	[*CTR]	[*CTR]
[*CTR]	[*CTR]	[*CTR]
[*CTR]	[*CTR]	[*CTR]
[*CTR]	[*CTR]	[*CTR]
[*CTR]	[*CTR]	[*CTR]
[*CTR]	[*CTR]	[*CTR]
[*CTR]	[*CTR]	[*CTR]
[*CTR]	[*CTR]	[*CTR]
[*CTR]	[*CTR]	[*CTR]
[*CTR]	[*CTR]	[*CTR]
[*CTR]	[*CTR]	[*CTR]
[*CTR]	[*CTR]	[*CTR]
[*CTR]	[*CTR]	[*CTR]
[*CTR]	[*CTR]	[*CTR]
[*CTR]	[*CTR]	[*CTR]
[*CTR]	[*CTR]	[*CTR]
[*CTR]	[*CTR]	[*CTR]
[*CTR]	[*CTR]	[*CTR]
[*CTR]	[*CTR]	[*CTR]
[*CTR]	[*CTR]	[*CTR]


GUN-PA-04676-LA-1704316
Special Escalation Program		Page 7
	BOEING PROPRIETARY


[*CTR]	[*CTR]	[*CTR]
[*CTR]	[*CTR]	[*CTR]
[*CTR]	[*CTR]	[*CTR]
[*CTR]	[*CTR]	[*CTR]
[*CTR]	[*CTR]	[*CTR]
[*CTR]	[*CTR]	[*CTR]
[*CTR]	[*CTR]	[*CTR]
[*CTR]	[*CTR]	[*CTR]
[*CTR]	[*CTR]	[*CTR]
[*CTR]	[*CTR]	[*CTR]
[*CTR]	[*CTR]	[*CTR]
[*CTR]	[*CTR]	[*CTR]
[*CTR]	[*CTR]	[*CTR]
[*CTR]	[*CTR]	[*CTR]
[*CTR]	[*CTR]	[*CTR]
[*CTR]	[*CTR]	[*CTR]
[*CTR]	[*CTR]	[*CTR]
[*CTR]	[*CTR]	[*CTR]
[*CTR]	[*CTR]	[*CTR]
[*CTR]	[*CTR]	[*CTR]
[*CTR]	[*CTR]	[*CTR]
[*CTR]	[*CTR]	[*CTR]
[*CTR]	[*CTR]	[*CTR]
[*CTR]	[*CTR]	[*CTR]
[*CTR]	[*CTR]	[*CTR]
[*CTR]	[*CTR]	[*CTR]
[*CTR]	[*CTR]	[*CTR]
[*CTR]	[*CTR]	[*CTR]
[*CTR]	[*CTR]	[*CTR]
[*CTR]	[*CTR]	[*CTR]
[*CTR]	[*CTR]	[*CTR]
[*CTR]	[*CTR]	[*CTR]
[*CTR]	[*CTR]	[*CTR]
[*CTR]	[*CTR]	[*CTR]
[*CTR]	[*CTR]	[*CTR]
[*CTR]	[*CTR]	[*CTR]
[*CTR]	[*CTR]	[*CTR]
[*CTR]	[*CTR]	[*CTR]
[*CTR]	[*CTR]	[*CTR]
[*CTR]	[*CTR]	[*CTR]
[*CTR]	[*CTR]	[*CTR]


GUN-PA-04676-LA-1704316
Special Escalation Program		Page 8
	BOEING PROPRIETARY

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,

People’s Republic of China, 510406


Subject:		Boeing Purchase of Buyer Furnished Equipment

Reference:		Purchase Agreement No. PA-04676 (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 737-8 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 [*CTR] of the BFE Purchase Price (Fee) which will cover [*CTR], 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-04676-LA-1704317
Boeing Purchase of Buyer Furnished Equipment		Page 1
	BOEING PROPRIETARY

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 written demand and substantiated with supporting information.

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		Page 2
	BOEING PROPRIETARY

Very truly yours,

AGREED AND ACCEPTED this

Date


THE BOEING COMPANY

By
Its		Attorney-In-Fact

CHINA SOUTHERN AIRLINES COMPANY LIMITED

By
Its

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

By
Its


GUN-PA-04676-LA-1704317
Boeing Purchase of Buyer Furnished Equipment		Page 3
	BOEING PROPRIETARY

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:


GUN-PA-04676-LA-1704317
Boeing Purchase of Buyer Furnished Equipment		Page 4
	BOEING PROPRIETARY

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

THE BOEING COMPANY

Signature

Printed Name

Attorney-in-Fact


GUN-PA-04676-LA-1704317
Boeing Purchase of Buyer Furnished Equipment		Page 5
	BOEING PROPRIETARY

SCHEDULE OF BUYER FURNISHED EQUIPMENT (BFE)

Applicable to: +

Aircraft Model: <Model>

Manufacturer’s Serial No.: <MSN>


XXX-XX-00000-XX-0000000
Xxxxxx Purchase of Buyer Furnished Equipment		Page 6
	BOEING PROPRIETARY

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:


GUN-PA-04676-LA-1704317
Boeing Purchase of Buyer Furnished Equipment		Page 7
	BOEING PROPRIETARY

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

CHINA SOUTHERN AIRLINES COMPANY LIMITED

Signature

Printed Name


GUN-PA-04676-LA-1704317
Boeing Purchase of Buyer Furnished Equipment		Page 8
	BOEING PROPRIETARY

SCHEDULE OF BUYER FURNISHED EQUIPMENT (BFE)

Applicable to: +

Aircraft Model: <Model>

Manufacturer’s Serial No.: <MSN>


XXX-XX-00000-XX-0000000
Xxxxxx Purchase of Buyer Furnished Equipment		Page 9
	BOEING PROPRIETARY

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,

People’s Republic of China, 510406


Subject:		Government Approval

Reference:		Purchase Agreement No. PA-04676 (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 737-8 aircraft (Aircraft)

1.	Government Approval.

Boeing and Customer both acknowledge that it is necessary for Customer to obtain gove

Document Metadata

Table of Contents

PURCHASE AGREEMENT NUMBER GUN-PA-04676 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 737-8 Aircraft...