A320 NEO FAMILY PURCHASE AGREEMENT BETWEEN AIRBUS S.A.S. as Seller AND XIAMEN AIRLINES as Buyer

Exhibit 4.51

A320 NEO FAMILY

PURCHASE AGREEMENT

BETWEEN

AIRBUS S.A.S.

as Seller

AND

XIAMEN AIRLINES

as Buyer

Reference: [***]

[***] Certain identified information has been excluded from the exhibit because it is both not material and is the type that China Southern Airlines Company Limited treats as private or confidential.

CONTENTS

A320 NEO FAMILY PURCHASE AGREEMENT

This Agreement is made on __________ 2022

Between

AIRBUS S.A.S., a French société par actions simplifiée, with its registered office at ▇, ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇ (the “Seller”);

and

XIAMEN AIRLINES, a company registered under the law of the People’s Republic of China, with its principal place of business at ▇▇. ▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇’▇ ▇▇▇▇▇▇▇▇ of China (the “Buyer”),

The Buyer and the Seller may be referred to in this Agreement individually as a “Party” and collectively as the “Parties”.

WHEREAS, subject to the terms and conditions of this Agreement, the Seller desires to sell the Aircraft to the Buyer and the Buyer desires to purchase the Aircraft from the Seller.

NOW THEREFORE IT IS AGREED AS FOLLOWS.

In addition to words and terms defined in this Agreement, capitalised words and terms used in this Agreement and any appendix hereto shall have the meaning set out below:

“A319 NEO Aircraft” or “A319 NEO” means [***].

“A319 NEO Standard Specification” means [***].

“A320 NEO Aircraft” or “A320 NEO” means [***].

“A320 NEO Standard Specification” means [***].

“A321 NEO Aircraft” or “A321 NEO” means [***].

“A321 NEO Standard Specification” means [***].

[***].

“Additional Training Proposal” has the meaning set out in Clause 4.3.5 of Appendix 3.

“Affiliate” means, with respect to any natural or legal person, another natural or legal person directly or indirectly Controlling, Controlled by or under common Control with such person.

“Agreement” means this A320 NEO Family purchase agreement made between the Seller and the Buyer, including its Exhibits, Appendices and Schedules which shall form an integral part thereof.

“Airbus On-Board Certified Software” means Airbus Part 125 and/or FAR 125 certified software installed on board an Aircraft at Delivery and bearing a part number of the Seller (excluding any software embedded in any component, furnishing or equipment installed on the Aircraft which itself bears a part number).

“Airbus BFE Product Catalogue” means the Seller’s catalogue which sets out the items of Buyer Furnished Equipment and their associated BFE Suppliers which have been approved by the Seller for the purposes of the installation of BFE on Airbus aircraft.

“Airbus Generic Manuals” means the Technical Data that are common to all Airbus aircraft.

[***] is set out in Part 1 of Exhibit B.

“Aircraft” means, as the context may require, any or all of the A319 NEO Aircraft, A320 NEO Aircraft and A321 NEO Aircraft delivered or to be delivered under this Agreement, including any part, component, furnishing, software or equipment (including the Propulsion Systems) incorporated in or installed on such Aircraft at Delivery, and including BFE, if any, subject to the conditions set out in Appendix 1.

“Aircraft Training” means any flight training, flight assistance, line training, line assistance and more generally all flights of any kind performed by the Seller, and maintenance support, maintenance training (including practical training), training support of any kind, in each case performed on aircraft and provided to the Buyer pursuant to this Agreement.

“Airframe” means an Aircraft excluding the Propulsion Systems.

[***] has the meaning set out in Clause 5.1.1.

“AirbusWorld” means the Seller’s customer portal as further defined in the GTC.

“AOG” means aircraft-on-ground.

[***]

“Aviation Authority” means, in respect of any jurisdiction, the entity which under the laws of such jurisdiction has control over civil aviation or the registration, airworthiness or operation of aircraft in such jurisdiction.

“Balance of the [***]” has the meaning set out in Clause 6.4.

[***] has the meaning set out in Clause 1 of Part 1 of Exhibit B.

“Beyond Economic Repair” has the meaning set out in Clause 1.1.7.3 of Appendix 2.

“BFE Data” has the meaning set out in Clause 2.3.2 of Appendix 3.

“BFE Engineering Definition” means, for each BFE, a written detailed engineering definition including (a) the dimensions and weight of such BFE and the information necessary for its installation and operation on each Aircraft, (b) 3D models compatible with the Seller’s systems (if applicable), and (c) a Declaration of Design and Performance.

“BFE Process” means the process to be followed by the Buyer with respect to the selection, definition, delivery and installation of BFE on Airbus aircraft, as set out in Appendix 1.

“BFE Supplier” means a supplier of BFE listed in the Airbus BFE Product Catalogue.

“Bill of Sale” means the bill of sale for an Aircraft in the form set out in Exhibit E.

“Browser” has the meaning set out in Clause 2.2.3 of Appendix 3.

“Business Day” means:

“Buyer’s Account” means the bank account of the Buyer specified in Clause 12.3.

“Buyer Change(s)” has the meaning set out in Clause 3.2.1.

[***] has the meaning set out in Clause 5.1.2.

“Buyer Event of Default” has the meaning set out in Clause 11.2.

“Buyer Furnished Equipment” or “BFE” means the items of equipment to be installed on Aircraft which are identified in the Specification as being furnished by the Buyer.

“Buyer’s Goods and Services Account” means the Buyer’s account with the Seller for the purchase of Goods and Services.

“Buyer Manhours” means the manhours specified in the relevant Seller documentation (excluding any manhours required for maintenance work concurrently being carried out on the Aircraft or on the Warranted Part) as being required to:

“Buyer Party” means the Buyer and/or any of its Affiliates.

“Buyer Related Person” means the directors, officers, agents, employees, representatives and subcontractors of the Buyer.

“Buyer Third Party” has the meaning set out in Clause 2.8 of Appendix 3.

“Central Bank Rate” means the lower bound of the short-term interest rate target range set by the US Federal Open Market Committee and published by the Federal Reserve Bank of New York.

“Certificate of Acceptance” means the certificate of acceptance for an Aircraft in the form set out in Exhibit D.

[***]

[***] has the meaning set out in Clause 5.1.3.

“Commercial Information” has the meaning set out in Clause 14.2.

“Contractual Definition Freeze” or “CDF” means the finalization of the Specification of the Aircraft, as further described in Clause 3.4.

“Contractual On-Dock Dates” has the meaning set out in Clause 1 of Appendix 1.

“Control” means, in respect of a natural or legal person, the power of another natural or legal person to direct the affairs and/or control the composition of the board of directors or equivalent body of the first natural or legal person and the terms “Controlling” and “Controlled” shall be construed accordingly.

“Country of Registration” has the meaning set out in Clause 4.1.2.

“Critical Design Review” or “CDR” means the final review of the definitive design of a BFE to ensure the compliance of its functional and technical design with both the Seller’s technical specification and the Buyer’s definition, prior to release for production and testing activities.

“Customer Inspection Procedure” has the meaning set out in Clause 7.1.

“Customisation Milestone Chart” or “CMC” has the meaning set out in Clause 3.4.1.

“Customer Order Desk” means the Seller’s order desk, which manages all customer orders for Material.

“Customer Services Catalogue” or “CSC” means the then current customer services e-catalogue available on AirbusWorld.

“Customer Support” has the meaning set out in Clause 1 of Appendix 3.

“Customised Technical Data” means the Technical Data that are customised to integrate the specificities of the configuration of the Buyer’s fleet, as known at the date of issuance thereof.

“Declaration of Design and Performance” means the documentation provided by a BFE Supplier confirming that the corresponding equipment meets the requirements of its technical specification and of the Seller’s Interface Documentation.

“Default Rate” [***]

“Delivered At Place” or “DAP” has the meaning set out in the Incoterms 2020 publication issued by the International Chamber of Commerce.

“Delivery” means the transfer of title to an Aircraft by the Seller to the Buyer in accordance with Clause 8.2.

“Delivery Location” means, in respect of an Aircraft, the location of the facilities of the Seller where Delivery of such Aircraft shall occur.

“Delivery Schedule” means the schedule of deliveries of Aircraft set out in Exhibit C and as may be amended and/or replaced from time to time in accordance with this Agreement.

“Demonstration Flight” has the meaning set out in Clause 7.2.3.1.

“Development Changes” has the meaning set out in Clause 3.2.2.

“Direct Labour Costs” means the amount obtained by multiplying the Buyer Manhours by the Inhouse Warranty Labour Rate.

“Direct Material Costs” means the net prices at which the Buyer acquired the material to perform an Inhouse Warranty (excluding any parts and materials used for maintenance performed in parallel to the Inhouse Warranty repair).

“EASA” means the European Aviation Safety Agency or any successor thereof.

“▇▇▇▇” means the conditions applicable to the use of Airbus on-ground software as set out in the CSC.

“Envelope Manuals” means the Technical Data that are common to all Airbus aircraft of the same type.

“Expedite Service” has the meaning set out in Clause 5.1 of Appendix 3.

“Excusable Delay” has the meaning set out in Clause 9.1.1.

“Export Airworthiness Certificate” means an export certificate of airworthiness issued by the Aviation Authority of the Delivery Location in respect of an Aircraft.

“Extrinsic Force” means an external force that is not expected to be encountered in the normal day-to-day operation of aircraft, including foreign object damage, hard landing and operation otherwise than in accordance with the Aircraft Flight Manual.

“Failure” means a defect of any Item that is expected by the Seller to occur on Airbus aircraft on a fleet-wide basis and that materially impairs such Item.

[***] has the meaning set out in Clause 5.2.

“First Article Inspection” or “FAI” means the inspection of the first shipset of a BFE to ensure the full compliance of such equipment with its specification and with the Buyer’s requirements, to allow serial production.

“Flight Cycle” means one (1) take-off and landing of an Aircraft, and for this purpose “take-off and landing” shall include “touch and go” take-offs and landings.

“Flight Hour” means each hour or part thereof elapsing from the moment at which the wheels of an Aircraft leave the ground upon take-off until the wheels of such Aircraft touch the ground upon the landing of such Aircraft following such take-off.

“GDPR” has the meaning set out in Clause 16.11.

“General Terms and Conditions of Access to and Use of AirbusWorld” or “GTC” means the terms and conditions relating to the access and use of AirbusWorld to be entered into between the Parties on or about the date of this Agreement.

“Goods and Services” means any goods and services that may be purchased by the Buyer from the Seller or its wholly owned subsidiaries, excluding aircraft.

“Gross Negligence” means any act or omission done with intent to cause damage or done recklessly and with knowledge that damage would probably result.

“Ground Training” means all training courses performed in classrooms, simulator sessions, field trips and any other training products and services provided by the Seller to the Buyer on the ground pursuant to this Agreement and which are not Aircraft Training.

[***] has the meaning set out in Clause 12.1.

“Immovable BFE” has the meaning set out in Clause 5 of Appendix 1.

“Indemnitee” has the meaning set out in Clause 7.4.2.

“Indemnitor” has the meaning set out in Clause 7.4.2.

“Inhouse Warranty” has the meaning set out in Clause 1.1.7 of Appendix 2.

“Inhouse Warranty Labour Rate” means an agreed labour rate of [***], revised in accordance with Schedule 2 to Appendix 2.

“Insolvency Event” has the meaning set out in Clause 11.1.

“Insolvent Party” has the meaning set out in Clause 11.1.

“Interface Documentation” means a document provided by the Seller to the Buyer and/or the BFE Supplier(s) and including the interface documentation or any other specification document provided by the Seller, as applicable, and all the relevant certification requirements for BFE, as amended from time to time.

“Interface Issue” has the meaning set out in Clause 1.4 of Appendix 2.

“Initial Provisioning” has the meaning set out in Clause 5.2 of Appendix 3.

“Initial Provisioning Conference” has the meaning set out in Clause 5.2.1 of Appendix 3.

“Initial Provisioning Material” has the meaning set out in Clause 5.2.1 of Appendix 3.

“Initial Provisioning Period” has the meaning set out in Clause 5.2 of Appendix 3.

“Initial Technical Coordination Meeting” or “ITCM” means the initial meeting relative to the cabin definition, including specifically BFE, during which the Buyer’s main requirements and the technical constraints are captured, in order to launch the development of the cabin and the corresponding BFE.

“Instructors” means the instructors, pilots or other personnel of the Seller providing training support services under Clause 4 of Appendix 3.

“IP Claim” has the meaning set out in Clause 2.2.1 of Appendix 2.

“Item” means any item listed in Schedule 1 of Appendix 2.

[***]

“Losses” means any losses, liabilities, claims, damages, costs and expenses (including legal expenses and attorney fees).

“Major BFE” has the meaning set out in Clause 6.1 of Appendix 1.

“Manufacturer Development Change” has the meaning set out in Clause 3.2.2.2.

“Manufacturing Facilities” means the various manufacturing facilities of the Seller, its Affiliates and any sub-contractor, where each Airframe and/or any sub-assembly of the Airframe (in each case excluding BFE) are manufactured or assembled.

“Manufacturer Specification Change Notice” or “MSCN” means the document issued by the Seller in respect of a Manufacturer Development Change or a Regulatory Change in accordance with Clause 3.

“Material” means Seller Spare Parts, Supplier Spare Parts as well as ground support equipment and specific-to-type tools of both the Seller and certain suppliers (but excludes Propulsion Systems, parts thereof, and engine exchange kits, as well as Buyer Furnished Equipment).

“Maximum Amount” has the meaning set out in Clause 1.1.7.3 of Appendix 2.

“Minor Development Change” has the meaning set out in Clause 3.2.2.1.

“NEO Aircraft” means, as the context may require, any or all Airbus A319 NEO Aircraft, A320 NEO Aircraft and A321 NEO Aircraft.

“Non-Excusable Delay” has the meaning set out in Clause 9.2.1.

“Notice” means any notice or request to be made under or in connection with this Agreement pursuant to Clause 13.

“Order” means any purchase order placed by the Buyer for any order of Material, whether placed in the frame of Initial Provisioning, replenishment or on an expedite basis.

“Other Agreement” has the meaning set out in Clause 11.2.

“Other Part” means any Supplier Part, the Propulsion Systems, any Buyer Furnished Equipment and any component, equipment, accessory, or part installed on an Aircraft at Delivery which is not a Warranted Part.

“Performance Engineer’s Programmes Package” or “PEP Package” means a set of performance computation modules for the aircraft type covered under this Agreement including software components, databases and consultation tools.

“Period of Non-Excusable Delay” has the meaning set out in Clause 9.2.3.

“Preliminary Design Review” or “PDR” means the review to validate the concepts of the Buyer’s cabin, including specifically BFE, prior to the launching of the detailed design.

“Predelivery Payment(s)” means the payment(s) determined in accordance with Clause 6.3.

“Predelivery Payment Reference Price” or “PDPRP” means the Predelivery Payment reference price determined in accordance with the formula set out in Clause 6.3.1.

“Pre-Provisioning Meeting” has the meaning set out in Clause 5.2.1 of Appendix 3.

“Propulsion Systems” has the meaning set out in Clause 3.3.

[***] has the meaning set out in respectively Clauses 5.1.4 and 5.1.5.

“Propulsion Systems Manufacturer” means the manufacturer of the Propulsion Systems as selected in accordance with Clause 3.3.

[***] is set out in Part 2 to Exhibit B.

[***] has the meaning set out in respectively Clauses 5.1.4 and 5.1.5.

“Provisioning Data” has the meaning set out in Clause 5.2.2 of Appendix 3.

“Ready for Delivery” means, in respect of any Aircraft, the date on which:

“Regulatory Change(s)” has the meaning set out in Clause 4.2.2.

“Relevant Amounts” has the meaning set out in Clause 11.3.3.

“Relevant Period” has the meaning set out in Clause 9.2.1.

“Removable BFE” has the meaning set out in Clause 5 of Appendix 1.

“Replacement Part” has the meaning set out in Clause 1.1.6.3 of Appendix 2.

“Retention Period” has the meaning set out in Clause 1.1.7.4 of Appendix 2.

“Returned Part” has the meaning set out in Clause 1.1.6.3 of Appendix 2.

“Revision Service Period” has the meaning set out in Clause 2.1 of Appendix 3.

[***].

[***].

[***].

[***].

“SB Report” has the meaning set out in Clause 2.4 of Appendix 3.

“Scheduled Delivery Month” has the meaning set out in Exhibit C.

“Scheduled Delivery Period” means, as the case may be, the calendar year, half-year, quarter or month specified in the Delivery Schedule set out in Exhibit C corresponding to the period during which an Aircraft shall be Ready for Delivery:

“Seller’s Account” means the bank account of the Seller specified in Clause 6.1.

“Seller Party” means the Seller and/or any of its Affiliates.

“Seller Related Person” means the directors, officers, agents, employees, representatives and subcontractors of the Seller.

“Seller Representative(s)” means the representatives of the Seller referred to in Clause 3 of Appendix 3.

“Seller Service Bulletin” or “Seller SB” means a document issued by the Seller (as aircraft manufacturer) (excluding service bulletins relating to Supplier topics) to all operators of an aircraft type, notifying them of a modification to the design of, or the need to inspect, or perform an upgrade on, a delivered aircraft to either maintain its level of safety or improve the operation of such aircraft type.

“Seller Spare Parts” means spare parts bearing a part number of the Seller and manufactured by the Seller or its licensees.

“Seller Training Centre” means one of the Seller’s training centres, including those in Blagnac (France), Hamburg (Germany), Miami (U.S.A.), Beijing (People’s Republic of China) or any other training centre that the Seller may open in the future.

“Service Life Policy” has the meaning set out in Clause 1.2.1 of Appendix 2.

“Source Inspection” or “SI” means the inspection of each shipset of BFE occurring prior to shipping of such BFE by the BFE Supplier.

“Spare Parts Price Catalogue(s)” means the then current Spare Parts Price e-Catalogue of the Seller or an Affiliate of the Seller available on AirbusWorld.

“Specification” means the Standard Specification as amended and supplemented by all applicable SCNs and MSCNs executed pursuant to Buyer Changes, Development Changes and Regulatory Changes.

“Specification Change Notice” or “SCN” means the document evidencing an agreement between the Parties in respect of a Buyer Change to amend or supplement the Standard Specification in accordance with Clause 3.2.

“SPSA Application” means the application available on AirbusWorld, which provides the Buyer with access to the Supplier Support Conditions.

“Standard Specification” means, as the context may require, any and all of the A319 NEO Standard Specification, A320 NEO Standard Specification and the A321 NEO Standard Specification.

“Start Date” has the meaning given in Clause 9.2.1.

“Statement of Conformity” means, in respect of an Aircraft, a statement of conformity issued by the Aviation Authority of the Delivery Location in respect of such Aircraft.

“Substitute Index” has the meaning set out in Clause 5.2 of Exhibit B.

“Supplier” means any supplier of Supplier Parts with whom the Seller has entered into Supplier Support Conditions.

“Supplier Part” means any component, equipment, accessory, software or part installed in an Aircraft at the time of Delivery which is included in a Supplier Support Conditions. For the sake of clarity, Propulsion Systems, Buyer Furnished Equipment and other equipment selected by the Buyer and provided by suppliers with whom the Seller has no existing warranty arrangements are not Supplier Parts.

“Supplier Spare Parts” means either supplier Repairable Line Maintenance Parts or supplier Expendable Line Maintenance Parts (as each defined in SPEC 2000).

“Supplier Support Conditions” or “SSC” means the agreement between the Seller and a Supplier, based on the conditions set out in the “World Airlines Support Guide”, which includes warranties, and when applicable, service life policies for a Supplier Part.

“Taxes” means any present or future tax, duty, withholding, deductions, ▇▇▇▇, impost, stamp, fee or charge of any kind imposed by any taxing or other governmental authority together with any penalties, fines and interest thereon.

“Technical Acceptance Process” has the meaning set out in Clause 7.2.1.

“Technical Data” means the flight operations and maintenance engineering technical data and PEP Package necessary to operate and maintain the Aircraft, as set out in Schedule 1 of Appendix 3 and as more precisely listed in the then current CSC.

“Term” means the period commencing on the date of this Agreement and continuing for as long as at least five (5) aircraft of the model of the Aircraft are operated in commercial air transport service, of which at least one (1) by the Buyer.

“Third Party Entity” has the meaning set out in Clause 1.8 of Appendix 2.

“Third Party License” has the meaning set out in Clause 2.8 of Appendix 3.

“Training Allowances” means the training support and services provided by the Seller to the Buyer under this Agreement, as set out in Schedule 2 Appendix 3.

“Training Centre” has the meaning set out in Clause 4.2.1 of Appendix 3.

“Training Conference” has the meaning set out in Clause 4.1.2 of Appendix 3.

“Training Conference Proposal” has the meaning set out in Clause 4.3.5 of Appendix 3.

“Type Certificate” has the meaning set out in Clause 4.1.1.

“USD” means United Sates Dollar(s).

“Validation of Type Certificate” or “VTC” has the meaning set out in Clause 4.1.2.

“VAT” means value added tax.

“Warranted Part(s)” means any component, equipment, accessory, Airbus On-Board Certified Software or part which is installed on an Aircraft at Delivery and that bears a part number of the Seller at the time of Delivery of such Aircraft.

“Warranty Claim” has the meaning set out in Clause 1.1.5.1 of Appendix 2.

“Warranty Period” has the meaning set out in Clause 1.1.3 of Appendix 2.

In this Agreement, unless the context otherwise requires:

Subject to the terms and conditions contained in this Agreement:

[***]

[***]

[***]

[***]

[***]

Each Aircraft shall be equipped with a set of two (2) of one of the following engine types (the “Propulsion Systems”), manufactured by one of the following Propulsion System Manufacturers: CFM International, Inc (“CFM”) or International Aero Engines, LLC (“IAE LLC”).

If the Buyer has not selected the Propulsion Systems by the date of this Agreement, then such selection shall be notified in writing to the Seller by the Buyer, no later than the first day of [***] prior to the Scheduled Delivery Period of the Aircraft of a certain type scheduled to be delivered the first.

The Buyer shall be responsible for entering into direct discussions with the Propulsion Systems Manufacturer with respect to support services and commercial terms relating to the Propulsion Systems.

No later than [***] prior to the commencement of the Scheduled Delivery Period of the Aircraft scheduled to be delivered first, the Seller shall provide a customisation milestones chart (the “Customisation Milestone Chart” or “CMC”) to the Buyer. The CMC sets out the date(s) by which decisions or actions by the Buyer in respect of the customization of such Aircraft are required to be made or taken in order to achieve a Contractual Definition Freeze which will enable the Seller to manufacture and deliver such Aircraft in accordance with this Agreement. The CMC shall be valid for all Aircraft, subject to the paragraph below.

[***]

[***]

[***]

[***]

[***]

The [***] (as such Airframe is set out in the Standard Specification) (excluding any Buyer Furnished Equipment) (the [***]) is:

The [***] of all Buyer Changes listed in Exhibit A (the [***]) is:

The [***] is:

The [***] of the CFM LEAP-1A Propulsion Systems (each a [***]) is:

Such [***] are calculated on the basis of the following [***], corresponding to a theoretical delivery in January 2010 (each a [***]):

The [***] of the IAE LLC PW1100G-JM Propulsion Systems (each a [***]) is:

Such [***] are calculated on the basis of the following [***], corresponding to a theoretical delivery in January 2010 (each a [***]):

The price of each Aircraft payable by the Buyer on or prior to Delivery (the [***]) shall be the aggregate of:

For each Aircraft, the [***], the [***], if applicable, and the [***] of all SCNs and MSCNs applicable to the Airframe shall be revised in accordance with the [***] up to and including the month of Delivery of such Aircraft.

For each Aircraft, the [***] and the [***] of all SCNs and MSCNs applicable to the Propulsion Systems shall be revised in accordance with the [***] up to and including the month of Delivery of such Aircraft.

The [***], the [***] of the SCNs and MSCNs applicable to the Propulsion Systems, the Propulsion Systems designation(s) and the [***] are based on information received from the Propulsions Systems Manufacturer and may be modified by such Propulsion Systems Manufacturer at any time prior to the Delivery of an Aircraft. Any such modification made by the Propulsion Systems Manufacturer shall be automatically incorporated into this Agreement which shall be amended accordingly.

The Buyer shall pay the Predelivery Payments, the [***] and any other amount owed by the Buyer to the Seller under this Agreement to the following bank account:

or to such other bank account as may be notified by the Seller to the Buyer from time to time.

For the purposes of this Clause 6.3, the Scheduled Delivery Period shall refer to the Delivery Schedule set out in Exhibit C as at the date of this Agreement.

If the application of the above schedule results in any Predelivery Payment(s) falling due prior to the date of signature of this Agreement, then such Predelivery Payments shall be paid on the date of this Agreement.

At the date of this Agreement, the Parties have agreed a list of Buyer Changes and the Buyer Changes Base Price as set out in Exhibit A.

If the sum of the [***] set out in all SCNs agreed and MSCNs issued in both cases at the time of the Contractual Definition Freeze of the Aircraft scheduled to be delivered first (calculated on the basis of a theoretical delivery in January 2020) exceeds the [***], then the Seller may require the payment, and the Buyer shall pay, an additional Predelivery Payment for each Aircraft which shall equal [***] of such excess and which shall be payable on the first day of the[***] prior to the commencement of the Scheduled Delivery Period of each Aircraft.

On or prior to the date of Delivery of an Aircraft, the Buyer shall pay to the Seller the [***] in respect of such Aircraft less an amount equal to the Predelivery Payments received in respect of such Aircraft in accordance with this Agreement (the “Balance of the [***]”).

Any other amounts due under this Agreement in respect of an Aircraft shall be paid by the Buyer at the same time as the Balance of the [***], or, if invoiced after the date of Delivery of an Aircraft, upon receipt of the Seller’s invoice for such amounts.

If any amount due and payable by the Buyer under this Agreement is not paid when due, then interest at the Default Rate shall accrue from the date such amount is due until the date of actual payment. Such interest shall be calculated pro-rata on the basis of the actual number of days elapsed and a 360-day year and shall be paid by the Buyer upon demand of the Seller.

The Seller may set-off any matured obligation owed by the Buyer to a Seller Party against any obligation (whether or not matured) owed by the Seller to the Buyer, regardless of the place of payment or currency (it being understood that if this obligation is unascertainable it may be estimated and the set-off made in respect of such estimate).

The Buyer may attend inspections of the manufacture and assembly of each Aircraft and any sub-assembly of the Airframe (excluding the BFE) organised by the Seller in accordance with the Seller’s standard procedure applicable to the inspection of aircraft by its customers (the “Customer Inspection Procedure”) at the relevant Manufacturing Facility, subject to the provisions of this Clause 7.

Prior to the beginning of the manufacturing process of the Aircraft scheduled to be delivered first, the Buyer may select from the Seller’s standard list of customer inspections those inspections which it wishes to attend.

For any inspection which the Buyer’s representatives attend, such Buyer representatives shall at all times comply with the rules and regulations set out in the Customer Inspection Procedure as well as those applicable at the relevant Manufacturing Facility.

All inspections attended by the Buyer shall take place in the presence of Seller’s personnel and shall be scheduled so as not to hinder or delay the Seller’s manufacturing and assembly operations.

Throughout the process of manufacture and assembly of an Aircraft, the Buyer shall have access through AirbusWorld to the relevant technical information including production reports, configuration data and the technical status of such Aircraft.

Prior to the Delivery of any Aircraft, such Aircraft shall undergo the technical acceptance process developed by the Seller and applicable to such aircraft type (the “Technical Acceptance Process”). The Technical Acceptance Process shall be conducted by the Seller in accordance with its standard procedures for the delivery of aircraft to customers.

Successful completion of the Technical Acceptance Process shall be deemed to demonstrate compliance of the relevant Aircraft with the Specification.

Should it be established that an Aircraft does not comply with the requirements of the Technical Acceptance Process, then the Seller shall without hindrance from the Buyer be entitled to carry out any necessary changes and, as soon as practicable thereafter, submit the relevant Aircraft to the remainder of the Technical Acceptance Process until successful completion.

The Technical Acceptance Process of an Aircraft shall:

Such Demonstration Flight shall not exceed a period of [***] during which up to [***] of the Buyer’s representatives (no more than [***] of whom shall have access to the Aircraft’s cockpit at any one time) may accompany the personnel of the Seller on the relevant Aircraft. The Buyer’s representatives shall comply at all times with the instructions of the Seller’s personnel.

Following completion of the Technical Acceptance Process in respect of an Aircraft, the Buyer shall sign and deliver to the Seller a Certificate of Acceptance in respect of such Aircraft. The execution of the Certificate of Acceptance shall constitute conclusive and irrevocable evidence of acceptance of the relevant Aircraft.

For the purposes of the Buyer attending the inspections and the Technical Acceptance Process, the Seller shall furnish free of charge suitable space and office equipment at, or conveniently located near, the Delivery Location for use by a reasonable number of the Buyer’s inspectors.

Each of the Seller and the Buyer shall be liable for the Losses respectively incurred by it and arising from its acts or omissions in connection with the exercise of its rights and performance of its obligations under this Agreement, except as provided for in Clauses 7.4.1 and 7.4.2, and Clauses 6.1, 6.2 and 6.3 of Appendix 3.

in each case arising out of, or in any way connected with, any inspection carried out pursuant to Clause 7.1 or the Technical Acceptance Process.

If any claim is made or suit is brought against a Party or entity entitled to indemnification under this Clause 7.4 (the “Indemnitee”) for Losses for which liability has been assumed by the other Party under this Clause 7.4 (the “Indemnitor”), then the Indemnitee shall promptly give notice to the Indemnitor (which notice shall include all relevant information relating to the claim) and the Indemnitor shall assume and conduct the defence or settlement thereof, or effect any settlement which it, in its opinion, deems proper. Upon request of the Indemnitee, the Indemnitor shall promptly inform and consult the Indemnitee for all developments which may affect the rights or reputation of the Indemnitee.

The Buyer shall (or shall cause its agent, its representative or its subcontractor to) take out and maintain the following insurances:

Upon the Seller’s request, the Buyer shall provide evidence that such insurance coverage is in full force and effect.

Risk of loss of or damage to the relevant Aircraft shall pass to the Buyer at Delivery thereof.

then the Buyer shall be deemed to have wrongfully rejected the Aircraft.

In such case, without prejudice to the Seller’s other rights under this Agreement or at law:

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Except as provided in this Clause 10, neither Party may assign, novate, transfer or dispose of any of its rights or obligations under this Agreement to any person without the prior written consent of the other Party.

The Seller may assign, novate or transfer its rights and obligations under this Agreement to any Affiliate upon written notification to the Buyer.

The Seller may at any time, upon notice to the Buyer, assign its right to receive monies under this Agreement to any financial institution or other entity.

The Seller may appoint an Affiliate to perform any of its obligations under this Agreement provided that the Seller remains liable for the performance of such obligation(s).

The Buyer shall be entitled to assign its rights (but not its obligations) under this Agreement subject to prior notice to the Seller received sufficiently in advance to allow for the implementation of such assignment, for the purposes of financing Predelivery Payments or, immediately prior to Delivery, financing the [***] of an Aircraft provided such assignment (i) is not to a competing airframe manufacturer or its Affiliate, or an entity with which the Seller objects to doing business and (ii) is in form and substance acceptable to the Seller.

The Buyer shall give the Seller at least [***] prior notice of any prospective sale or merger by the Buyer of all or a substantial part of its assets or of a change of Control in the ownership of the Buyer. Following such notice, the Parties shall consult with each other in good faith for a period of [***] in order to establish the impact of such sale or merger or change of Control on this Agreement and such modifications to this Agreement as are considered necessary by the Seller, acting reasonably, to protect its legitimate commercial and business interests. If no agreement has been reached between the Parties in respect of the consequences of such sale, merger or change of Control following the expiry of the above-mentioned [***] period of consultation, then the Seller shall be entitled to suspend its obligations under this Agreement and upon agreement between the Parties being reached, to notify the Buyer of revised month(s) in which affected Aircraft is/are anticipated to be delivered consistent, if applicable, with the Seller’s other commitments and production constraints.

Each of the following events shall constitute an “Insolvency Event”.

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Each of the following shall constitute a “Buyer Event of Default”:

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For the purpose of this Clause 12, any reference to an “Affiliate” shall be deemed to include the directors, officers, agents, employees, representatives and subcontractors of such Affiliate.

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The Buyer shall pay the Predelivery Payments, the Balance of the [***] and any other amount owed by the Buyer to the Seller hereunder from the following ▇▇▇▇▇’s account (the “Buyer’s Account”):

or from such other bank account (the “Buyer’s Other Account”) as may be notified by the Buyer to the Seller from time to time provided that [***].

such Notice shall be deemed to become effective only on the following Business Day.

AIRBUS S.A.S.

2 Rond-Point ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇

31700 Blagnac

France

Email:         [***]

Fax:             [***]

Attention:   [***]

XIAMEN AIRLINES

▇▇. ▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇▇

Xiamen City

People’s Republic of China

Email:         [***]

Attention:   [***]

or any substitute address or addressee as a Party may notify to the other Party in accordance with this Clause from time to time.

Any data that are made available to the Seller may be shared by the Seller with its Affiliates, suppliers, subcontractors, partners, advisors and agents provided they are bound by confidentiality obligations. Until otherwise notified by the Buyer to the Seller, the Seller and its Affiliates, suppliers, subcontractors, partners, advisors and agents shall have the right to use, analyse, aggregate, process, duplicate, transfer, modify, combine such data with other data and develop derivative works with such data including for purposes other than those for which they were provided. The provision of data to the Seller shall not be construed as relieving the Buyer from any liability with respect to the aircraft, notably with respect to their operation, maintenance, airworthiness and with respect to the use of the data generated by such aircraft. Subject to applicable laws, regulations and contracts, the Seller shall in particular be under no obligation to analyse any data and/or make reports to the Buyer.

This Agreement shall be governed by and construed in accordance with the laws of England.

All disputes shall be finally settled under the Rules of Arbitration of the International Chamber of Commerce by three arbitrators. Each Party shall nominate one arbitrator and the two arbitrators shall nominate the President in consultation with the Parties. The seat of arbitration shall be Paris. The language of arbitration shall be English.

The existence and content of the arbitral proceedings and any ruling or award shall be kept confidential except: (i) to the extent that disclosure may be required of a party to fulfil a legal duty, protect or pursue a legal right, or enforce or challenge an award in bona fide legal proceedings before a state court or other judicial authority; or (ii) with the written consent of all Parties.

The Parties agree that the United Nations Convention on Contracts for the International Sale of Goods shall not apply to this transaction.

Unless expressly provided in this Agreement, the Parties do not intend that any term of this Agreement shall be enforceable solely by virtue of the Contracts (Rights of Third Parties) Act 1999 by any person who is not a party to this Agreement.

The Buyer and the Seller acknowledge that this Agreement is an international supply contract which has been the subject of discussion and negotiation, that all of its terms and conditions are fully understood by the Parties, and that the agreements of the Parties set out herein, including the price of each Aircraft, were arrived at in consideration of all of the provisions hereof, including all waivers and releases by the Buyer set out herein.

If any provision of this Agreement is held to be unlawful or unenforceable, then the remainder of this Agreement shall remain in full force and effect.

This Agreement contains the entire agreement between the Parties with respect to the subject matter hereof and supersedes any previous understandings, commitments or representations whatsoever, oral or written, in connection therewith.

If there is any inconsistency between the terms of this Agreement and the terms contained in any Appendix, Exhibit or Schedule, the terms of this Agreement shall prevail over the terms of such Appendix, Exhibit or Schedule.

The failure or delay of either Party to exercise any right or remedy or enforce at any time any of the provisions of this Agreement shall not be construed to be a present or future waiver of such right, remedy or provisions. The express waiver (whether made once or several times) by either Party of any provision of this Agreement shall not constitute a waiver of any future obligation to comply with such provision.

The Buyer shall not, by virtue of any provision of this Agreement or of law or in equity (including payment of any Predelivery Payments hereunder, or any internal or external designation, identification or reference used by the Seller or the Buyer to identify a particular aircraft as an Aircraft) acquire any title, right or other interest whatsoever in any Aircraft before Delivery of such Aircraft pursuant to this Agreement.

The terms and conditions of this Agreement may only be varied by way of an amendment to this Agreement agreed and executed in writing by the duly authorised representatives of the Parties.

On termination or cancellation of this Agreement in accordance with the provisions contained herein, it will immediately cease to have any further force and effect except for:

All correspondence, notices, documents and any other written matters in connection with this Agreement shall be in English.

This Agreement has been executed in two (2) original copies.

Notwithstanding the above, this Agreement may be executed by the Parties in separate counterparts, each of which shall be deemed to constitute an original and all such counterparts shall together constitute one and the same agreement.

Each Party, at its own expense, will ensure that it complies with the requirements of all legislation and regulatory requirements in force from time to time relating to the use of personal data that is provided or made available to it by the other Party pursuant to this Agreement, including the applicable provisions of the Data Protection Act 2018 and the General Data Protection Regulation (“GDPR”) ((EU) 2016/679). Each Party further agrees to only use the personal data that it receives from the other Party pursuant to this Agreement for the purposes stipulated in this Agreement and that any personal data is provided by each Party as independent controller and without joint-controllership.

This Agreement has been entered into on the date stated at the beginning of this Agreement.

EXECUTION PAGE

EXHIBIT A

LIST OF BUYER CHANGES

AIRBUS Standard budget OPTION LIST

A319-100N

AIRBUS Standard budget OPTION LIST

A320-200N

AIRBUS Standard Budget OPTION LIST

A321-200NX

EXHIBIT B

PRICE REVISION FORMULAS

PART 1 AIRBUS PRICE REVISION FORMULA

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PART 2 PROPULSION SYSTEMS PRICE REVISION FORMULAS

CFM INTERNATIONAL

The Propulsions Systems Reference Price of a set of CFM INTERNATIONAL LEAP Propulsion Systems, as respectively set out in Clause 5.1 (each a “Reference Price”), is subject to adjustment for changes in economic conditions as measured by data obtained from the US Department of Labor, Bureau of Labor Statistics and in accordance with the provisions of Clauses 4 and 5 hereof. [***]

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