EX-4.25





 EXHIBIT 4.25 

CONFIDENTIAL TREATMENT 
 CERTAIN
IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS BOTH NOT MATERIAL AND IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL 

Supplemental Agreement No. 22 

to 
 Purchase Agreement
No. 2191 
 between 
 The
Boeing Company 
 and 
 COPA
Holdings, S.A. 
 Relating to Boeing Model 737 Aircraft 

THIS SUPPLEMENTAL AGREEMENT No. 22 (“Supplemental Agreement 22”) is entered into as of September 24, 2010 by and between THE
BOEING COMPANY, a Delaware corporation with its principal office in Seattle, Washington, (Boeing) and COPA HOLDINGS, S.A. (Customer); 

WHEREAS, the parties hereto entered into Purchase Agreement No. 2191 dated November 25, 1998, (as amended and supplemented and together
with all exhibits, schedules and letter agreements pertaining thereto, the “Purchase Agreement”) relating to Boeing Model 737-7V3 and 737-8V3 aircraft (collectively, the “Aircraft” and each an “Aircraft”); 

WHEREAS, Customer is purchasing [***] aircraft [***]; 

WHEREAS, Customer and Boeing have mutually agreed to amend the Agreement to incorporate the effect of these and certain other changes; 

NOW THEREFORE, in consideration of the mutual covenants herein contained, the parties agree as follows: 

1. Capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the Purchase Agreement. The [***] 737-8V3 aircraft that Customer
is purchasing are hereinafter defined as the Table 1-13 Aircraft. 
 2. The “Table of Contents” of the Purchase Agreement is revised to
reflect the changes made by this Supplemental Agreement 22 and a copy of such revised Table of Contents is attached hereto. 
 3. Table 1-13, “Aircraft
Delivery, Description, Price and Advance Payments”, attached hereto, is added to the Purchase Agreement providing the delivery and pricing information for the Table 1-13 Aircraft. 

6. Exhibit A-4 entitled “Aircraft Configuration for Customer’s 737-8V3 [***]” provides the configuration for the Table 1-13 Aircraft. 

  

					
	PA No. 2191	  		  	 SA No. 22

September 2010
















 CONFIDENTIAL TREATMENT 
  

 7. Supplemental Exhibit BFE1, Buyer Furnished Equipment Variables is not revised because preliminary on-dock
dates for these delivery positions are not available as they are outside the current production schedule. [***] 
 8. [***] 

9. Letter Agreement 6-RLL-1162-3958R2, entitled “Option Aircraft Delivery, Description, Price and Advance Payments”, is [***]. The revised
letter agreement 6-1962-RLL-3958R3 is attached hereto 
 10. [***] 

11. [***] 
 12. Letter Agreement COP-2191-LA-10001606 entitled
[***] attached hereto, is added to the Purchase Agreement. 
 [***] 

The Purchase Agreement will be deemed to be supplemented and revised to the extent herein provided as of the date hereof and as so supplemented and revised
will continue in full force and effect. 

  

					
	PA No. 2191	  	Page 2	  	 SA No. 22

September 2010
















 CONFIDENTIAL TREATMENT 
  

 Boeing and Customer have each caused this Supplemental Agreement to be duly executed as of the day and year
first written above. 
  

									
	THE BOEING COMPANY	 		 	COPA HOLDINGS, S.A.
					
	By	 	  
	 		 	By:	 	  

		 	Its: Attorney-In-Fact	 		 		 	Its: Chief Executive Officer


  

					
	PA No. 2191	  	Page 3	  	 SA No. 22

September 2010
















 CONFIDENTIAL 

 

 TABLE OF CONTENTS 
  

					
	 ARTICLES
	  	SA
NUMBER	 
	 1. Quantity, Model and Description
	  	 	SA 3	 
	 2. Delivery Schedule
	  			
	 3. Price
	  			
	 4. Payment
	  	 	SA 3	 
	 5. Miscellaneous
	  			
		
	 TABLE
	  			
	 1-1 Aircraft Information Table for Model 737-7V3 Aircraft
	  	 	SA 4	 
	 1-2 Aircraft Information Table for Model 737-8V3 Aircraft
	  	 	SA 5	 
	 1-3 Aircraft Information Table for Model 737-7V3 Aircraft
	  	 	SA 7	 
	 1-4 Aircraft Information Table for Model 737-7V3 Aircraft
	  	 	SA 13	 
	 1-5 Aircraft Information Table for Model 737-8V3 Aircraft
	  	 	SA 13	 
	 1-6 Aircraft Information Table for Model 737-8V3 Aircraft
	  	 	SA 21	 
	 1-7 Aircraft Information Table for Model 737-8V3 Aircraft Option Aircraft
	  	 	SA 13	 
	 1-8 Aircraft Information Table for Model 737-8V3 Aircraft
	  	 	SA 21	 
	 1-9 Aircraft Information Table for Model 737-8V3 Aircraft
	  	 	SA 21	 
	 1-10 Aircraft Information Table for Model 737-8V3 Aircraft
	  	 	SA 21	 
	 1-10A(1) Aircraft Information Table for Model 737-8V3 Aircraft
	  	 	SA 21	 
	 1-10A(2) Aircraft Information Table for Model 737-8V3 Aircraft
	  	 	SA 21	 
	 1-10B Aircraft Information Table for Model 737-8V3 Aircraft
	  	 	SA 21	 
	 1-11 Aircraft Information Table for Model 737-8V3 Option Aircraft
	  	 	SA 22	 
	 1-12 Aircraft Information Table for Model 737-8V3 Aircraft
	  	 	SA 21	 
		
	 1-13 Aircraft Information Table for Model 737-8V3 Aircraft
	  	 	SA 22	 
		
	 1-14 Aircraft Information Table for Model 737-8V3 Option Aircraft
	  	 	SA 22	 
		
	 EXHIBIT
	  			
	 A-1 Aircraft Configuration for Model 737-7V3 Aircraft
	  	 	SA 3	 
	 A-2 Aircraft Configuration for Model 737-8V3 Aircraft
	  	 	SA 3	 
	 A-3 Aircraft Configuration for Model 737-8V3 Aircraft
	  	 	SA 18	 
	 A-4 Aircraft Configuration for Model 737-8V3 Aircraft
	  	 	SA 22	 
	 [***]
	  			
		
	 B. Aircraft Delivery Requirements and Responsibilities
	  	 	SA 3	 


  

					
	PA No. 2191	  	i	  	 SA No. 22

September 2010
















 CONFIDENTIAL 

 


							
	 SUPPLEMENTAL EXHIBITS
	  			
		
	 AE1. Escalation Adjustment Airframe and Optional Features
	  	 	SA 10	 
			
	 BFE1. BFE Variables
	  		  	 	SA 22	 
		
	 CS1. Customer Support Variables
	  	 	SA 3	 
		
	 EE1. Engine Escalation/Engine Warranty and Patent Indemnity
	  			
		
	 SLP1. Service Life Policy Components
	  			
		
	 LETTER AGREEMENTS
	  			
			
	 2191-01
	  	Demonstration Flight Waiver	  			
	 2191-02
	  	[***]	  			
	 2191-03
	  	Seller Purchased Equipment	  			
	 2191-03R1
	  	Seller Purchased Equipment	  	 	SA-20	 
		
	 RESTRICTED LETTER AGREEMENTS
	  			
			
	 6-1162-DAN-0123
	  	Performance Guarantees	  			
	 6-1162-DAN-0124
	  	Special Matters	  			
	 6-1162-DAN-0155
	  	Airframe Escalation Revision	  			
	 6-1162-DAN-0156
	  	Year 2000 Ready Software, Hardware and Firmware	  			
	 6-1162-DAN-0157
	  	Miscellaneous Matters	  			
	 6-1162-MJB-0017
	  	Special Matters	  			
	 6-1162-MJB-0030
	  	Special Matters	  			
	 6-1162-LAJ-874R
	  	Special Matters	  	 	SA 5	 
	 6-1162-LAJ-874R1
	  	Special Matters	  	 	SA 6	 
	 6-1162-LAJ-874R2
	  	Special Matters	  	 	SA 7	 
	 6-1162-LAJ-982
	  	Special Matters	  	 	SA 8	 
	 6-1162-LAJ-982R3
	  	Special Matters	  	 	SA 11	 
	 6-1162-RLL-3852
	  	737-800 Performance Guarantees	  	 	SA 9	 
	 6-1162-LAJ-982R4
	  	Special Matters	  	 	SA 13	 
	 6-1162-RLL-3958
	  	737-8V3 Option Aircraft	  	 	SA 13	 
	 6-1162-RLL-3958R1
	  	737-8V3 Option Aircraft	  	 	SA 18	 
	 6-1162-RLL-3958R2
	  	737-8V3 Option Aircraft	  	 	SA 21	 
	 6-1162-RLL-3958R3
	  	737-8V3 Option Aircraft	  	 	SA 22	 
	 6-1162-LAJ-982R5
	  	Special Matters	  	 	SA 16	 
	 6-1162-LAJ-982R6
	  	Special Matters	  	 	SA 17	 
	 6-1162-LAJ-982R7
	  	Special Matters	  	 	SA 18	 
	 6-1162-LAJ-982R8
	  	Special Matters	  	 	SA 22	 
	 6-1162-RLL-4092
	  	Advance Payment Matters for Aircraft Listed in Table 1-9	  	 	SA 17	 
	 6-1162-KSW-6417
	  	[***]	  	 	SA 18	 
	 6-1162-KSW-6419
	  	[***]	  	 	SA 20	 
	 6-1162-KSW-6419R1
	  	[***]	  	 	SA 22	 
	 6-1162-KSW-6471
	  	[***]	  			
		  	[***]	  	 	SA 22	 
	 LA-1000842
	  	Installation of Cabin Systems Equipment	  	 	SA 21	 
	 LA-10001606
	  	[***]	  	 	SA 22	 


  

					
	PA No. 2191	  	ii	  	 SA No. 22

September 2010
















 CONFIDENTIAL 

 


					
	 SUPPLEMENTAL AGREEMENTS
	  	DATED AS OF:	 
	 Supplemental Agreement No. 1
	  	 	June 29, 2001	 
	 Supplemental Agreement No. 2
	  	 	December 21, 2001	 
	 Supplemental Agreement No. 3
	  	 	June 14, 2002	 
	 Supplemental Agreement No. 4
	  	 	December 20, 2002	 
	 Supplemental Agreement No. 5
	  	 	October 31, 2003	 
	 Supplemental Agreement No. 6
	  	 	September 9, 2004	 
	 Supplemental Agreement No. 7
	  	 	December 9, 2004	 
	 Supplemental Agreement No. 8
	  	 	April 15, 2005	 
	 Supplemental Agreement No. 9
	  	 	March 16, 2006	 
	 Supplemental Agreement No. 10
	  	 	May 8, 2006	 
	 Supplemental Agreement No. 11
	  	 	August 30, 2006	 
	 Supplemental Agreement No. 12
	  	 	February 26, 2007	 
	 Supplemental Agreement No. 13
	  	 	April 23, 2007	 
	 Supplemental Agreement No. 14
	  	 	August 31, 2007	 
	 Supplemental Agreement No. 15
	  	 	February 21, 2008	 
	 Supplemental Agreement No. 16
	  	 	June 30, 2008	 
	 Supplemental Agreement No. 17
	  	 	December 15, 2008	 
	 Supplemental Agreement No. 18
	  	 	July 15, 2009	 
	 Supplemental Agreement No. 19
	  	 	August 31, 2009	 
	 Supplemental Agreement No. 20
	  	 	November 19, 2009	 
	 Supplemental Agreement No. 21
	  	 	May 28, 2010	 


  

					
	PA No. 2191	  	iii	  	 SA No. 22

September 2010
















 CONFIDENTIAL 

 

 Table 1-13 

Aircraft Delivery, Description, Price and Advance Payments 
  

																							
	 Airframe Model/MTOW: 737-800
	  	 	[***]	 	  	 Detail Specification:
	  	 	[***]	 	  				  				  			
	 Engine Model/Thrust: CFM56-7B26
	  	 	[***]	 	  	 Airframe Price Base Year/Escalation Formula:
	  				  	 	[***]	 	  				  	 	[***]	 
	 Airframe Price:
	  	 	[***]	 	  	 Engine Price Base Year/Escalation Formula:
	  				  	 	[***]	 	  				  	 	[***]	 
	 Optional Features:
	  	 	[***]	 	  		  				  				  				  			
		  	  
	  
	 	  		  				  				  				  			
	 Sub-Total of Airframe and Features:
	  	 	[***]	 	  	 Airframe Escalation Data:
	  				  				  				  			
	 Engine Price (Per Aircraft):
	  	$	 0	 	  	 Base Year Index (ECI):
	  				  				  	 	[***]	 	  			
	 Aircraft Basic Price (Excluding BFE/SPE):
	  	 	[***]	 	  	 Base Year Index (CPI):
	  				  				  	 	[***]	 	  			
		  	  
	  
	 	  		  				  				  				  			
	 Buyer Furnished Equipment (BFE) Estimate:
	  	$	 0	 	  		  				  				  				  			
	 Seller Purchased Equipment (SPE) Estimate:
	  	 	[***]	 	  		  				  				  				  			
	 Refundable Deposit/Aircraft at Proposal Accept:
	  	 	[***]	 	  		  				  				  				  			

  

																			
	 	  	 Number

of
 Aircraft
	  	 Escalation

Factor

(Airframe)
	  	 Serial

Number
	  	 Escalation
	  	 Escalation
Estimate
Adv Payment

Base

Price Per A/P
	  	 Advance Payment Per Aircraft

(Amts. Due/Mos. Prior to Delivery):

	 Delivery

Date
	  	 [***]
	  	 [***]
	  	 [***]
	  	 [***]

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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



  

					
	 PA 2191 SA 22
 54965 54958
	  	Boeing Proprietary	  	 9/2010

2
















 CONFIDENTIAL 

 

 



 
 Boeing Commercial Airplanes 

P.O. Box 3707 

Seattle, WA 98124-2207 

6-1162-LAJ-982R8 
 COPA HOLDINGS, S.A. 

Urbanizacion Costa del Este 
 P.O. Box 0816-06819 

Panama, Republic of Panama 
  

	Subject:	 Special Matters 


  

	Reference:	 Purchase Agreement No. 2191 as amended to date, including without limitation all exhibits, attachments,
schedules and letter agreements thereto (the Purchase Agreement) between The Boeing Company (Boeing) and COPA HOLDINGS, S.A. (Customer) relating to Model 737 aircraft (the Aircraft) 



This Letter Agreement amends and supplements the Purchase Agreement and supersedes and replaces in its entirety Letter Agreement 6-1162-LAJ-982R7. All terms
used but not defined in this Letter Agreement have the same meaning as in the Purchase Agreement. For purposes of this Letter Agreement “Incremental Aircraft” as defined in Supplemental Agreement 18 are “Aircraft” or “Table
1-10A&B Aircraft”; the exercised Option Aircraft in Supplemental Agreement 21 are “Table 1-12 Aircraft” and “Aircraft” and the “Table 1-13 Aircraft” are “Table 1-13 Aircraft” and “Aircraft”.

 [***] 

  

					
	PA 2191 SA 22	  		  	9/2010















 CONFIDENTIAL 

 

 



 
 COPA HOLDINGS, S.A. 

6-1162-LAJ-982R8 
  

	13.	 Confidentiality. The information contained herein represents confidential business information and has
value precisely because it is not available generally or to other parties. Except as otherwise required by applicable law, regulation or legal process, Customer will limit the disclosure of its contents to employees, counsel and auditors of Customer
with a need to know the contents for purposes of helping Customer perform its obligations under the Purchase Agreement or advising Customer with respect thereto and who understand they are not to disclose its contents to any other person or entity
in violation of the provisions of this Paragraph 13. 


  

			
	Very truly yours,
	
	THE BOEING COMPANY
		
	By	 	  

		 	Its Attorney-In-Fact
	
	ACCEPTED AND AGREED TO this
	
	Date:                                   
          , 2010
	
	COPA HOLDINGS, S.A.
		
	By	 	  



			
	        Its	 	  



  

					
	PA 2191 SA-22	  	2	  	9/2010















 CONFIDENTIAL 

 

 



 
 Boeing Commercial Airplanes 

P.O. Box 3707 

Seattle, WA 98124-2207 

6-1162-RLL-3958R3 
 COPA HOLDINGS, S.A. 

Urbanizacion Costa del Este 
 P.O. Box 0816-06819 

Panama, Republic of Panama 
  

	Subject:	 Option Aircraft 


  

	Reference:	 Purchase Agreement No. 2191 as amended to date, including without limitation all exhibits, attachments,
schedules and letter agreements thereto (the Purchase Agreement) between The Boeing Company (Boeing) and COPA HOLDINGS, S.A. (Customer) relating to Model 737 aircraft (the Aircraft) 



This Letter Agreement amends the Purchase Agreement and supersedes and replaces in its entirety Letter Agreement 6-1162-RLL- 3958R2. All terms used but not
defined in this Letter Agreement have the same meaning as in the Purchase Agreement. 
 [***] 

1. Aircraft Description and Changes 
 1.1
Aircraft Description: The Option Aircraft are described by the Detail Specification [***]. 
 1.2 Changes: The Detail
Specification will be revised to include: 
 [***] 

  

					
	 PA No. 2191
 Option Aircraft
	  		  	 SA-22

9/10
















 CONFIDENTIAL 

 

 



 
 COPA HOLDINGS, S.A. 

6-1162-RLL-3958R3 
  

	2.	 Price 



[***] 
 2.2 [***] 

3. Payment. 
 [***] 

  

					
	 P.A. No. 2191
 Option Aircraft
	  		  	 SA-22

9/10

		  	  
 2
	  	















 CONFIDENTIAL 

 

 



 
 COPA HOLDINGS, S.A 

6-1162-RLL-3958R3 
 4. Option Exercise. 

4.1 [***] 
 4.2 [***] 

5. [***] 
 5.1 [***] 

6. Contract Terms. 
 [***] 

  

					
	 P.A. No. 2191
 Option Aircraft
	  		  	 SA-22

9/10

		  	  
 3
	  	















 CONFIDENTIAL 

 

 



 
 COPA HOLDINGS, S.A 

6-1162-RLL-3958R3 
  

			
	
	Very truly yours,
	
	THE BOEING COMPANY
		
	By	 	  

		 	Its Attorney-In-Fact
	
	ACCEPTED AND AGREED TO this
	
	Date: September     , 2010
	
	COPA HOLDINGS, S.A.
		
	By	 	  



			
	        Its	 	  

	
	Attachment — Table 1-11 and 1-14


  

					
	 P.A. No. 2191
 Option Aircraft
	  		  	 SA-22

9/10

		  	  
 4
	  	















 CONFIDENTIAL 

 

 Table 1-11 

Option Aircraft Delivery, Description, Price and Advance Payments 

 

																			
	 Airframe Model/MTOW: 737-800
	  	 	[***]	 	  	 Detail Specification:
	  	 	[***]	 	  				  			
	 Engine Model/Thrust: CFM56-7B26
	  	 	[***]	 	  	 Airframe Price Base Year/Escalation Formula:
	  				  	 	[***]	 	  	 	[***]	 
	 Airframe Price:
	  	 	[***]	 	  	 Engine Price Base Year/Escalation Formula:
	  				  	 	[***]	 	  	 	[***]	 
	 Optional Features:
	  	 	[***]	 	  		  				  				  			
	 Sub-Total of Airframe and Features:
	  	 	[***]	 	  	 Airframe Escalation Data:
	  				  				  			
	 Engine Price (Per Aircraft):
	  	$	0	 	  	 Base Year Index (ECI):
	  				  	 	[***]	 	  			
	 Aircraft Basic Price (Excluding BFE/SPE):
	  	 	[***]	 	  	 Base Year Index (CPI):
	  				  	 	[***]	 	  			
		  	  
	  
	 	  		  				  				  			
	 Buyer Furnished Equipment (BFE) Estimate:
	  	$	0	 	  		  				  				  			
	 Seller Purchased Equipment (SPE) Estimate:
	  	 	[***]	 	  		  				  				  			
	 Non-Refundable Deposit/Aircraft at Def Agreemt:
	  	 	[***]	 	  		  				  				  			

  

																			
	 	  	 Number of

Aircraft
	  	 Escalation

Factor

(Airframe)
	  	 	  	 	  	 Escalation

Estimate

Adv Payment Base

Price Per A/P
	  	 Advance Payment Per Aircraft

(Amts. Due/Mos. Prior to Delivery):

	 Delivery

Date
	  	 	  	 	  	 [***]
	  	 [***]
	  	 [***]
	  	 [***]

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

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

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

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

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

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

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

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

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

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


  

					
	 COP-54039-10.TXT
 PA No. 2191
SA-22
	  	Boeing Proprietary	  	 Sep 2010

Page 1
















 CONFIDENTIAL 

 

 Attachment to 

6-1162-RLL-3958R3 
 Table 1-14 

Option Aircraft Delivery, Description, Price and Advance Payments 

 

															
	 Airframe Model/MTOW: 737-800
	  	 	[***]	 	  	 Detail Specification:
	  	 	[***]	 	  			
	 Engine Model/Thrust: CFM56 -7B26
	  	 	[***]	 	  	 Airframe Price Base Year/Escalation Formula:
	  	 	[***]	 	  	 	[***]	 
	 Airframe Price:
	  	 	[***]	 	  	 Engine Price Base Year/Escalation Formula:
	  	 	[***]	 	  	 	[***]	 
	 Optional Features:
	  	 	[***]	 	  		  				  			
		  	  
	  
	 	  		  				  			
	 Sub-Total of Airframe and Features:
	  	 	[***]	 	  	 Airframe Escalation Data:
	  				  			
	 Engine Price (Per Aircraft):
	  	$	 0	 	  	 Base Year Index (ECI):
	  	 	[***]	 	  			
	 Aircraft Basic Price (Excluding BFE/SPE):
	  	 	[***]	 	  	 Base Year Index (CPI):
	  	 	[***]	 	  			
		  	  
	  
	 	  		  				  			
	 Buyer Furnished Equipment (BFE) Estimate:
	  	$	 0	 	  		  				  			
	 Seller Purchased Equipment (SPE) Estimate:
	  	 	[***]	 	  		  				  			
	 Non-Refundable Deposit/Aircraft at Def
Agreemt:
	  	 	[***]	 	  		  				  			

  

															
	 Delivery

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


  

					
	 COP{ PA 2191 SA-22
 54695-1O.TXT
	  	Boeing Proprietary	  	 9/2010

Page 1
















 CONFIDENTIAL 

 

 



 
 Boeing Commercial Airplanes 

P.O. Box 3707 

Seattle, WA 98124-2207 

6-1162-KSW-6419R1 
 COPA HOLDINGS, S.A. 

Urbanizacion Costa del Este 
 P.O. Box 0816-06819 

Panama, Republic of Panama 
  

	Subject:	 [***] 


  

	Reference:	 Purchase Agreement No. 2191, as amended to date, including without limitation all exhibits, attachments,
schedules and letter agreements thereto (the Purchase Agreement), between The Boeing Company (Boeing) and COPA HOLDINGS, S.A. (Customer) relating to Model 737-8V3 aircraft (the Aircraft) 



[***] 













 CONFIDENTIAL 

 

 



 
 COPA HOLDINGS, S.A., INC. 

6-1162-KSW-6419R1 
 Page 2 

6. The information contained herein represents confidential business information and has value precisely because it is not available generally or to other
parties. Except as otherwise required by applicable law, regulation or legal process, Customer will limit the disclosure of its contents to employees, counsel and auditors of Customer with a need to know the contents for purposes of helping Customer
perform its obligations under the Purchase Agreement or advising Customer with respect thereto and who understand they are not to disclose its contents to any other person or entity in violation of the provisions of this Paragraph 6. 

 

			
	Very truly yours,
	
	THE BOEING COMPANY
		
	By	 	  

		 	Its Attorney-In-Fact
	
	 ACCEPTED AND AGREED TO this
  

	Date:                             , 2010
	
	COPA HOLDINGS, S.A.
		
	By	 	  



			
	        Its	 	  



  

					
	 P.A. No. 2191
 [***]

09/10
	  		  	 SA-22

Boeing Proprietary
















 CONFIDENTIAL 

 

 Attachment A to Letter Agreement 6-1162-KSW-6419R1 

 

									
		  		 	[***]	  		  	
	 Airframe Model
	  	737-800	 		  		  	
	 Engine Model:
	  	CFM56-7B26	 		  		  	            
	 Airframe Price Base Year
	  	[***]	 		  		  	
	 Engine Price Base Year
	  	[***]	 		  		  	

  

													
	 Delivery Month and Year
	  	Subject Aircraft
Serial Number	 	 	Applicable
Combined
Airframe/Engine
Escalation
Provisions	 	 	Election Period	 
	 [***]
	  	 	[	***] 	 	 	[	***] 	 	 	[	***] 
	 [***]
	  	 	[	***] 	 	 	[	***] 	 	 	[	***] 
	 [***]
	  	 	[	***] 	 	 	[	***] 	 	 	[	***] 
	 [***]
	  	 	[	***] 	 	 	[	***] 	 	 	[	***] 
	 [***]
	  	 	[	***] 	 	 	[	***] 	 	 	[	***] 
	 [***]
	  	 	[	***] 	 	 	[	***] 	 	 	[	***] 
	 [***]
	  	 	[	***] 	 	 	[	***] 	 	 	[	***] 
	 [***]
	  	 	[	***] 	 	 	[	***] 	 	 	[	***] 
	 [***]
	  	 	[	***] 	 	 	[	***] 	 	 	[	***] 
	 [***]
	  	 	[	***] 	 	 	[	***] 	 	 	[	***] 
	 [***]
	  	 	[	***] 	 	 	[	***] 	 	 	[	***] 
	 [***]
	  	 	[	***] 	 	 	[	***] 	 	 	[	***] 
	 [***]
	  	 	[	***] 	 	 	[	***] 	 	 	[	***] 
	 [***]
	  	 	[	***] 	 	 	[	***] 	 	 	[	***] 
	 [***]
	  	 	[	***] 	 	 	[	***] 	 	 	[	***] 
	 [***]
	  	 	[	***] 	 	 	[	***] 	 	 	[	***] 
	 [***]
	  	 	[	***] 	 	 	[	***] 	 	 	[	***] 


  

					
	P.A. No. 2191	  	Boeing Proprietary	  	 SA-22

09/10
















 CONFIDENTIAL 

 

 Attachment A to Letter Agreement 6-1162-KSW-6419R1 

[***] 
  

													
	 Delivery Month and Year
	  	Subject Aircraft
Serial Number	 	  	Applicable
Combined
Airframe/Engine
Escalation
Provisions	 	  	Election Period	 
	 [***]
	  	 	[***]	 	  	 	[***]	 	  	 	[***]	 
	 [***]
	  	 	[***]	 	  	 	[***]	 	  	 	[***]	 
	 [***]
	  	 	[***]	 	  	 	[***]	 	  	 	[***]	 
	 [***]
	  	 	[***]	 	  	 	[***]	 	  	 	[***]	 
	 [***]
	  	 	[***]	 	  	 	[***]	 	  	 	[***]	 
	 [***]
	  	 	[***]	 	  	 	[***]	 	  	 	[***]	 
	 [***]
	  	 	[***]	 	  	 	[***]	 	  	 	[***]	 
	 [***]
	  	 	[***]	 	  	 	[***]	 	  	 	[***]	 
	 [***]
	  	 	[***]	 	  	 	[***]	 	  	 	[***]	 
	 [***]
	  	 	[***]	 	  	 	[***]	 	  	 	[***]	 
	 [***]
	  	 	[***]	 	  	 	[***]	 	  	 	[***]	 
	 [***]
	  	 	[***]	 	  	 	[***]	 	  	 	[***]	 


  

					
	P.A. No. 2191	  	  
 Boeing Proprietary
	  	 SA-22

09/10
















 CONFIDENTIAL 

 

 Boeing Commercial Airplanes 

P.O. Box 3707 
 Seattle, Washington 98124-2207 

U.S.A. 
  

	Reference:	 Purchase Agreement No. 2191 dated as of November 25, 1998, as amended to date, including all exhibits,
attachments, schedules and letter agreements thereto, between The Boeing Company (Boeing) and COPA HOLDINGS, S.A. (the Purchase Agreement) 


  

	Attention:	 Vice President — Contracts 



	    	 Mail Code 21-34 



Pursuant to Article 2 of Letter Agreement 6-1162-KSW-6419 (Letter Agreement) to the Purchase Agreement and subject to the provisions of Article 3 of such
Letter Agreement, COPA HOLDINGS, S.A. [***]: 
  

							
	 Airframe Model:
	  	Airframe Price Base Year:	  			
			
	 Engine Model:
	  	Engine Price Base Year:	  	 	[***]	 

  

					
	 Delivery Month and Year
	  	Candidate Aircraft
Serial Number	  	Combined
Airframe/Engine
Escalation Factor


			
	COPA HOLDINGS, S.A.


			
		
	By	 	  



			
	        Its	 	  



			
	
	Dated                                 
	
	[***]
	
	THE BOEING COMPANY
		
	By	 	  

		 	Its Attorney-in-Fact
	
	Dated                                 


  

					
	P.A. No. 2191	  	  
 Boeing Proprietary
	  	 SA-22

09/10
















 CONFIDENTIAL 

 


					
		  		  	 The Boeing Company
 P.O. Box 3707

Seattle, WA 98124-2207


  
 



 
 LA-1001606 
 COPA HOLDINGS
S.A. 
 Urbanización Costa del Este 
 P.O. Box 0816-06819

 Panama, Republic of Panama 
  

	Subject:	 [***] 


  

	Reference:	 Purchase Agreement No. PA-2191 as amended to date, including without limitation all exhibits, attachments,
schedules and letter agreements thereto (Purchase Agreement) between The Boeing Company (Boeing) and COPA Holdings S.A. (Customer) relating to Model 737-800 aircraft (Aircraft) 



[***] 
 1.2 [***] 

  

					
	 COP-PA-2191-LA-1001606
 [***]
	  	  
 Boeing Proprietary
	  	 SA-22

LA Page 1
















 CONFIDENTIAL 

 

 



 
 4. Confidential Treatment. 

The information contained herein represents confidential business information and has value precisely because it is not available generally or
to other parties. Except as otherwise required by applicable law, regulation or legal process, Customer will limit the disclosure of its contents to employees, counsel and auditors of Customer with a need to know the contents for purposes of helping
Customer perform its obligations under the Purchase Agreement or advising Customer with respect thereto and who understand they are not to disclose its contents to any other person or entity in violation of the provisions of this Paragraph 4. 

  

					
	 COP-PA-2191-LA-1001606
 [***]
	  	  
 Boeing
Proprietary
	  	 SA-22

LA Page 2
















 CONFIDENTIAL 

 

 



 
  

			
	Very truly yours,
	
	THE BOEING COMPANY
		
	By	 	  

		 	Its Attorney-in -Fact
	
	ACCEPTED AND AGREED TO this
	
	Date:                             
	
	COPA Holdings, S.A.
		
	By	 	  



			
	        Its	 	  



  

					
	 COP-PA-2191-LA-1001606
 [***]
	  	  
 Boeing Proprietary
	  	 SA-22

LA Page 3