EX-4.3





 Exhibit 4.3 

AIRCRAFT GENERAL TERMS AGREEMENT 

AGTA-COP 
 BETWEEN

 THE BOEING COMPANY 

AND 
 COPA HOLDINGS,
S.A. 












 TABLE OF CONTENTS 

 

							
	 	 	 	  	PAGE	 
	Article 1.	 	 Subject Matter of Sale
	  	 	1	 
			
	Article 2.	 	 Price, Taxes, and Payment
	  	 	1	 
			
	Article 3.	 	 Regulatory Requirements and Certificates
	  	 	3	 
			
	Article 4.	 	 Detail Specification; Changes
	  	 	4	 
			
	Article 5.	 	 Representatives, Inspection, Demonstration Flights, Test Data and Performance Guarantee
Compliance
	  	 	4	 
			
	Article 6.	 	 Delivery
	  	 	5	 
			
	Article 7.	 	 Excusable Delay
	  	 	5	 
			
	Article 8.	 	 Risk Allocation/Insurance
	  	 	7	 
			
	Article 9.	 	 Assignment, Resale, or Lease
	  	 	8	 
			
	Article 10.	 	 Termination of Purchase Agreements for Certain Events
	  	 	9	 
			
	Article 11.	 	 Notices
	  	 	10	 
			
	Article 12.	 	 Miscellaneous
	  	 	10	 

 EXHIBITS 
 A Buyer
Furnished Equipment Provisions Document 
 B Customer Support Document 

C Product Assurance Document 
 D Escalation Adjustment 

APPENDICES 
 I Insurance Certificate II Purchase Agreement
Assignment III Post-Delivery Sale Notice IV Post-Delivery Lease Notice V Purchaser’s/Lessee’s Agreement VI Owner Appointment of Agent - Warranties VII Contractor Confidentiality Agreement 

  
 i 













 AIRCRAFT GENERAL TERMS AGREEMENT NUMBER AGTA-COP 

between 
 The Boeing Company

 and 
 COPA HOLDINGS,
S.A. 
 Relating to 

BOEING AIRCRAFT 
 This Aircraft General
Terms Agreement Number AGTA-COP (AGTA) between The Boeing Company, including its wholly-owned subsidiary McDonnell Douglas Corporation (BOEING) and COPA HOLDINGS, S.A. (CUSTOMER) will apply to all Boeing aircraft contracted for purchase from Boeing
by Customer after the effective date of this AGTA. 
 Article 1. Subject Matter of Sale. 

1.1 Aircraft. Boeing will manufacture and sell to Customer and Customer will purchase from Boeing aircraft under purchase agreements that incorporate the terms
and conditions of this AGTA. 
 1.2 Buyer Furnished Equipment. Exhibit A, Buyer Furnished Equipment Provisions Document to the AGTA, contains the
obligations of Customer and Boeing with respect to equipment purchased and provided by Customer, which Boeing will receive, inspect, store, and install in an aircraft before delivery to Customer. This equipment is defined as BUYER FURNISHED
EQUIPMENT (BFE). 
 1.3 Customer Support. Exhibit B, Customer Support Document to the AGTA, contains the obligations of Boeing relating to Materials (as
defined in Part 3 thereof), training, services, and other things in support of aircraft. 
 1.4 Product Assurance. Exhibit C, Product Assurance Document to
the AGTA, contains the obligations of Boeing and the suppliers of equipment installed in each aircraft at delivery relating to warranties, patent indemnities, software copyright indemnities, and service life policies. 

Article 2. Price, Taxes, and Payment. 
 2.1 Price. 

2.1.1 AIRFRAME PRICE is defined as the price of the airframe for a specific model of aircraft described in a purchase agreement. (For Models 717-200, 737-600,
737-700, 737-800 and 737-900, the Airframe Price includes the engine price at its basic thrust level.) 

  
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 2.1.2 OPTIONAL FEATURES PRICES are defined as the prices for optional features selected by Customer for a
specific model of aircraft described in a purchase agreement. 
 2.1.3 ENGINE PRICE is defined as the price set by the engine manufacturer for a specific
engine to be installed on the model of aircraft described in a purchase agreement (not applicable to Models 717-200, 737-600, 737-700, 737-800 and 737-900). 

2.1.4 AIRCRAFT BASIC PRICE is defined as the sum of the Airframe Price, Optional Features Prices, and the Engine Price, if applicable. 

2.1.5 ESCALATION ADJUSTMENT is defined as the price adjustment to the Airframe Price (which includes the basic engine price for Models 717-200, 737-600, 737-700 and 737-800) and the Optional Features Prices resulting from the calculation using the economic price formula contained in Exhibit D, Escalation Adjustment to the AGTA. The price adjustment
to the Engine Price for all other models of aircraft will be calculated using the economic price formula in the Engine Escalation Adjustment to the applicable purchase agreement. 

2.1.6 ADVANCE PAYMENT BASE PRICE is defined as the estimated price of an aircraft, as of the date of signing a purchase agreement, for the scheduled month of
delivery of such aircraft using commercial forecasts of the Escalation Adjustment. 
 2.1.7 AIRCRAFT PRICE is defined as the total amount Customer is to pay
for an aircraft at the time of delivery, which is the sum of the Aircraft Basic Price, the Escalation Adjustment, and other price adjustments made pursuant to the purchase agreement. 

2.2 Taxes. 
 2.2.1 Taxes. TAXES are defined as all taxes, fees,
charges, or duties and any interest, penalties, fines, or other additions to tax, including, but not limited to sales, use, value added, gross receipts, stamp, excise, transfer, and similar taxes imposed by any domestic or foreign taxing authority,
arising out of or in connection with the performance of the applicable purchase agreement or the sale, delivery, transfer, or storage of any aircraft, BFE, or other things furnished under the applicable purchase agreement. Except for U.S. federal or
California State income taxes imposed on Boeing or Boeing’s assignee, and Washington State business and occupation taxes imposed on Boeing or Boeing’s assignee, Customer will be responsible for and pay all Taxes. Customer is responsible
for filing all tax returns, reports, declarations and payment of any taxes related to or imposed on BFE. 
 2.2.2 Reimbursement of Boeing. Customer will
promptly reimburse Boeing on demand, net of additional taxes thereon, for any Taxes that are imposed on and paid by Boeing or that Boeing is responsible for collecting. 

2.3 Payment. 
 2.3.1 Advance Payment Schedule. Customer will
make advance payments to Boeing for each aircraft in the amounts and on the dates indicated in the schedule set forth in the applicable purchase agreement. 

  
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 2.3.2 Payment at Delivery. Customer will pay any unpaid balance of the Aircraft Price at the time of
delivery of each aircraft. 
 2.3.3 Form of Payment. Customer will make all payments to Boeing by unconditional wire transfer of immediately available funds
in United States Dollars in a bank account in the United States designated by Boeing. 
 2.3.4 Monetary and Government Regulations. Customer is responsible
for complying with all monetary control regulations and for obtaining necessary governmental authorizations related to payments. 
 Article 3. Regulatory
Requirements and Certificates. 
 3.1 Certificates. Boeing will manufacture each aircraft to conform to the appropriate Type Certificate issued by the
United States Federal Aviation Administration (FAA) for the specific model of aircraft and will obtain from the FAA and furnish to Customer at delivery of each aircraft either a Standard Airworthiness Certificate or an Export Certificate of
Airworthiness issued pursuant to Part 21 of the Federal Aviation Regulations. 
 3.2 FAA or Applicable Regulatory Authority Manufacturer Changes. 

3.2.1 A MANUFACTURER CHANGE is defined as any change to an aircraft, data relating to an aircraft, or testing of an aircraft required by the FAA to obtain a
Standard Airworthiness Certificate, or by the country of import and/or registration to obtain an Export Certificate of Airworthiness. 
 3.2.2 Boeing will
bear the cost of incorporating all Manufacturer Changes into the aircraft: 
 (i) resulting from requirements issued by the FAA prior to the date of the Type
Certificate for the applicable aircraft; 
 (ii) resulting from requirements issued by the FAA prior to the date of the applicable purchase agreement;
and 
 (iii) for any aircraft delivered during the 18 month period immediately following the date of the applicable purchase agreement (regardless of when
the requirement for such change was issued by the FAA). 
 3.2.3 Customer will pay Boeing’s charge for incorporating all other Manufacturer Changes
into the aircraft, including all changes for validation of an aircraft required by any governmental agency of the country of import and/or registration. 

3.3 FAA Operator Changes. 
 3.3.1 An OPERATOR CHANGE is defined
as a change in equipment that is required by Federal Aviation Regulations which (i) is generally applicable to transport category aircraft to be used in United States certified air carriage and (ii) the required compliance date is on or
before the scheduled delivery month of the aircraft. 

  
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 3.3.2 Boeing will deliver each aircraft with Operator Changes incorporated or, at Boeing’s option, with
suitable provisions for the incorporation of such Operator Changes, and Customer will pay Boeing’s applicable charges. 
 3.4 Export License. If an
export license is required by United States law or regulation for any aircraft or any other things delivered under the purchase agreement, it is Customer’s obligation to obtain such license. If requested, Boeing will assist Customer in applying
for any such export license. Customer will furnish any required supporting documents. 
 Article 4. Detail Specification; Changes. 

4.1 Configuration Changes. The DETAIL SPECIFICATION is defined as the Boeing document that describes the configuration of each aircraft purchased by Customer.
The Detail Specification for each aircraft may be amended (i) by Boeing to reflect the incorporation of Manufacturer Changes and Operator Changes or (ii) by the agreement of the parties. In either case the amendment will describe the
particular changes to be made and any effect on design, performance, weight, balance, scheduled delivery month, Aircraft Basic Price, Aircraft Price, and/or Advance Payment Base Price. 

4.2 Development Changes. DEVELOPMENT CHANGES are defined as changes to aircraft that do not affect the Aircraft Price or scheduled delivery month, and do not
adversely affect guaranteed weight, guaranteed performance, or compliance with the interchangeability or replaceability requirements set forth in the applicable Detail Specification. Boeing may, at its option, incorporate Development Changes into
the Detail Specification and into an aircraft prior to delivery to Customer. 
 4.3 Notices. Boeing will promptly notify Customer of any amendments to a
Detail Specification. 
 Article 5. Representatives, Inspection, Demonstration Flights, Test Data and Performance Guarantee Compliance. 

5.1 Office Space. Twelve months before delivery of the first aircraft purchased, and continuing until the delivery of the last aircraft on firm order, Boeing
will furnish, free of charge, suitable office space and equipment for the accommodation of up to three representatives of Customer in or conveniently located near the assembly plant. 

5.2 Inspection. Customer’s representatives may inspect each aircraft at any reasonable time, provided such inspection does not interfere with
Boeing’s performance. 
 5.3 Demonstration Flights. Prior to delivery, Boeing will fly each aircraft up to 4 hours to demonstrate to Customer the
function of the aircraft and its equipment using Boeing’s production flight test procedures. Customer may designate up to five representatives to participate as observers. 

  
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 5.4 Test Data; Performance Guarantee Compliance. PERFORMANCE GUARANTEES are defined as the written
guarantees in a purchase agreement regarding the operational performance of an aircraft. Boeing will furnish to Customer flight test data obtained on an aircraft of the same model to evidence compliance with the Performance Guarantees. Performance
Guarantees will be met if reasonable engineering interpretations and calculations based on the flight test data establish that the particular aircraft being delivered under the applicable purchase agreement would, if actually flown, comply with the
guarantees. 
 5.5 Special Aircraft Test Requirements. Boeing may use an aircraft for flight and ground tests prior to delivery, without reduction in the
Aircraft Price, if the tests are considered necessary by Boeing (i) to obtain or maintain the Type Certificate or Certificate of Airworthiness for the aircraft or (ii) to evaluate potential improvements that may be offered for production
or retrofit incorporation. 
 Article 6. Delivery. 
 6.1
Notices of Delivery Dates. Boeing will notify Customer of the approximate delivery date of each aircraft at least 30 days before the scheduled month of delivery and again at least 14 days before the scheduled delivery date. 

6.2 Place of Delivery. Each aircraft will be delivered at a facility selected by Boeing in the same state as the primary assembly plant for the aircraft. 

6.3 Bill of Sale. At delivery of an aircraft, Boeing will provide Customer a bill of sale conveying good title, free of encumbrances. 

6.4 Delay. If Customer delays acceptance of an aircraft beyond the scheduled delivery date, Customer will reimburse Boeing for all costs incurred by Boeing as
a result of the delay. 
 Article 7. Excusable Delay. 

7.1 General. Boeing will not be liable for any delay in the scheduled delivery month of an aircraft or other performance under a purchase agreement caused by
(i) acts of God; (ii) war or armed hostilities; (iii) government acts or priorities; (iv) fires, floods, or earthquakes; (v) strikes or labor troubles causing cessation, slowdown, or interruption of work;
(vi) inability, after due and timely diligence, to procure materials, systems, accessories, equipment or parts; or (vii) any other cause to the extent such cause is beyond Boeing’s control and not occasioned by Boeing’s fault or
negligence. A delay resulting from any such cause is defined as an EXCUSABLE DELAY. 
 7.2 Notice. Boeing will give written notice to Customer (i) of a
delay as soon as Boeing concludes that an aircraft will be delayed beyond the scheduled delivery month due to an Excusable Delay and, when known, (ii) of a revised delivery month based on Boeing’s appraisal of the facts. 

  
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 7.3 Delay in Delivery of Twelve Months or Less. If the revised delivery month is 12 months or less after the
scheduled delivery month, Customer will accept such aircraft when tendered for delivery, subject to the following: 
 7.3.1 The calculation of the
Escalation Adjustment will be based on the previously scheduled delivery month. 
 7.3.2 The advance payment schedule will be adjusted to reflect the
revised delivery month. 
 7.3.3 All other provisions of the applicable purchase agreement, including the BFE on-dock dates for the delayed aircraft, are
unaffected by an Excusable Delay. 
 7.4 Delay in Delivery of More Than Twelve Months. If the revised delivery month is more than 12 months after the
scheduled delivery month, either party may terminate the applicable purchase agreement with respect to such aircraft within 30 days of the notice. If either party does not terminate the applicable purchase agreement with respect to such aircraft,
all terms and conditions of the applicable purchase agreement will remain in effect. 
 7.5 Aircraft Damaged Beyond Repair. If an aircraft is destroyed or
damaged beyond repair for any reason before delivery, Boeing will give written notice to Customer specifying the earliest month possible, consistent with Boeing’s other contractual commitments and production capabilities, in which Boeing can
deliver a replacement. Customer will have 30 days from receipt of such notice to elect to have Boeing manufacture a replacement aircraft under the same terms and conditions of purchase, except that the calculation of the Escalation Adjustment will
be based upon the scheduled delivery month in effect immediately prior to the date of such notice, or, failing such election, the applicable purchase agreement will terminate with respect to such aircraft. Boeing will not be obligated to manufacture
a replacement aircraft if reactivation of the production line for the specific model of aircraft would be required. 
 7.6 Termination. Termination under
this Article will discharge all obligations and liabilities of Boeing and Customer with respect to any aircraft and all related undelivered Materials (as defined in Exhibit B, Customer Support Document), training, services, and other things
terminated under the applicable purchase agreement, except that Boeing will return to Customer, without interest, an amount equal to all advance payments paid by Customer for the aircraft. If Customer terminates the applicable purchase agreement as
to any aircraft, Boeing may elect, by written notice to Customer within 30 days, to purchase from Customer any BFE related to the aircraft at the invoice prices paid, or contracted to be paid, by Customer. 

7.7 Exclusive Rights. The termination rights in this Article are in substitution for all other rights of termination or any claim arising by operation of law
due to delays in performance covered by this Article. 

  
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 Article 8. Risk Allocation/Insurance. 

8.1 Title and Risk with Boeing. 
 8.1.1 Boeing’s
Indemnification of Customer. Until transfer of title to an aircraft to Customer, Boeing will indemnify and hold harmless Customer and Customer’s observers from and against all claims and liabilities, including all expenses and attorneys’
fees incident thereto or incident to establishing the right to indemnification, for injury to or death of any person(s), including employees of Boeing but not employees of Customer, or for loss of or damage to any property, including an aircraft,
arising out of or in any way related to the operation of an aircraft during all demonstration and test flights conducted under the provisions of the applicable purchase agreement, whether or not arising in tort or occasioned by the negligence of
Customer or any of Customer’s observers. 
 8.1.2 Definition of Customer. For the purposes of this Article, “Customer” is defined as COPA
HOLDINGS, S.A., its divisions, subsidiaries, affiliates, the assignees of each, and their respective directors, officers, employees, and agents. 
 8.2
Insurance. 
 8.2.1 Insurance Requirements. Customer will purchase and maintain insurance acceptable to Boeing and will provide a certificate of such
insurance that names Boeing as an additional insured for any and all claims and liabilities 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 relating to Materials, training, services, or other things provided under Exhibit B of the AGTA, which will be incorporated by reference into the applicable purchase agreement, whether or not
arising in tort or occasioned by the negligence of Boeing, except with respect to legal liability to persons or parties other than Customer or Customer’s assignees arising out of an accident caused solely by a product defect in an aircraft.
Customer will provide such certificate of insurance at least thirty (30) days prior to the scheduled delivery of the first aircraft under a purchase agreement. The insurance certificate will reference each aircraft delivered to Customer
pursuant to each applicable purchase agreement. Annual renewal certificates will be submitted to Boeing before the expiration of the policy periods. The form of the insurance certificate, attached as Appendix I, states the terms, limits, provisions,
and coverages required by this Article 8.2.1. The failure of Boeing to demand compliance with this 8.2.1 in any year will not in any way relieve Customer of its obligations hereunder nor constitute a waiver by Boeing of these obligations. 

8.2.2 Noncompliance with Insurance Requirements. If Customer fails to comply with any of the insurance requirements of Article 8.2.1 or if any of the insurers
fails to pay a claim covered by the insurance or otherwise fails to meet any of insurer’s obligations required by Appendix I, Customer will provide the same protection to Boeing as that required by Article 8.2.1 above. 

8.2.3 Definition of Boeing. For purposes of this article, “Boeing” is defined as The Boeing. Company, its divisions, subsidiaries, affiliates,
assignees of each, and their respective directors, officers, employees, and agents. 

  
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 Article 9. Assignment, Resale, or Lease. 

9.1 Assignment. This AGTA and each applicable purchase agreement are for the benefit of the parties and their respective successors and assigns. No rights or
duties of either party may be assigned or delegated, or contracted to be assigned or delegated, without the prior written consent of the other party, except: 

9.1.1 Either party may assign its interest to a corporation that (i) results from any merger, reorganization, or acquisition of such party and (ii)
acquires substantially all the assets of such party; 
 9.1.2 Boeing may assign its rights to receive money; and 

9.1.3 Boeing may assign any of its rights and duties to any wholly-owned subsidiary of Boeing. 

9.1.4 Boeing may assign any of its rights and duties with respect to Part 1, Articles 1, 2, 4 and 5 of Exhibit B, Customer Support Document to the AGTA, to
FlightSafety Boeing Training International L.L.C. 
 9.2 Transfer by Customer at Delivery. Boeing will take any requested action reasonably required for the
purpose of causing an aircraft, at time of delivery, to be subject to an equipment trust, conditional sale, lien, or other arrangement for Customer to finance the aircraft. However, no such action will require Boeing to divest itself of title to or
possession of the aircraft until delivery of and payment for the aircraft. A sample form of assignment acceptable to Boeing is attached as Appendix II. 

9.3 Sale or Lease by Customer After Delivery. If, following delivery of an aircraft, Customer sells or leases the aircraft (including any sale and lease-back
for financing purposes), all of Customer’s rights with respect to the aircraft under the applicable purchase agreement will inure to the benefit of the purchaser or lessee of such aircraft, effective upon Boeing’s receipt of the written
agreement of the purchaser or lessee, in a form satisfactory to Boeing, to comply with all applicable terms and conditions of the applicable purchase agreement. Sample forms of agreement acceptable to Boeing are attached as Appendices III and IV.

 9.4 Notice of Sale or Lease After Delivery. Customer will give notice to Boeing as soon as practicable of the sale or lease of an aircraft, including in
the notice the name of the entity or entities with title and/or possession of such aircraft. 
 9.5 Exculpatory Clause in Post-Delivery Sale or Lease. If,
following the delivery of an aircraft, Customer sells or leases such aircraft and obtains from the transferee any form of exculpatory clause protecting Customer from liability for loss of or damage to the aircraft, and/or related incidental or
consequential damages, including without limitation loss of use, revenue, or profit, Customer shall obtain for Boeing the purchaser’s or lessee’s written agreement to be bound by terms and conditions substantially as set forth in Appendix
V. This Article 9.5 applies only if purchaser or lessee has not provided to Boeing the written agreement described in Article 9.3 above. 

  
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 9.6 Appointment of Agent - Warranty Claims. If, following delivery of an aircraft, Customer appoints an
agent to act directly with Boeing for the administration of claims relating to the warranties under the applicable purchase agreement, Boeing will deal with the agent for that purpose, effective upon Boeing’s receipt of the agent’s written
agreement, in a form satisfactory to Boeing, to comply with all applicable terms and conditions of the applicable purchase agreement. A sample form of agreement acceptable to Boeing is attached as Appendix VI. 

9.7 No Increase in Boeing Liability. No action taken by Customer or Boeing relating to the resale or lease of an aircraft or the assignment of Customer’s
rights under the applicable purchase agreement will subject Boeing to any liability beyond that in the applicable purchase agreement or modify in any way Boeing’s obligations under the applicable purchase agreement. 

Article 10. Termination of Purchase Agreements for Certain Events. 

10.1 Termination. If either party 
 (i) ceases doing business as
a going concern, or suspends all or substantially all its business operations, or makes an assignment for the benefit of creditors, or generally does not pay its debts as they become due, or admits in writing its inability to pay its debts; or 

(ii) petitions for or acquiesces in the appointment of any receiver, trustee or similar officer to liquidate or conserve its business or any substantial part
of its assets; commences any legal proceeding such as bankruptcy, reorganization, readjustment of debt, dissolution, or liquidation available for the relief of financially distressed debtors; or becomes the object of any such proceeding, unless the
proceeding is dismissed or stayed within a reasonable period, not to exceed 60 days, 
 the other party may terminate any purchase agreement with respect to
any undelivered aircraft, Materials, training, services, and other things by giving written notice of termination. 
 10.2 Repayment of Advance Payments. If
Customer terminates the applicable purchase agreement under this Article, Boeing will repay to Customer, without interest, an amount equal to any advance payments received by Boeing from Customer with respect to undelivered aircraft. 

  
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 Article 11. Notices. 

All notices required by this AGTA or by any applicable purchase agreement will be in English, will be effective on the date of receipt, and will be transmitted
by any customary means of written communication, addressed as follows: 
  

	 	Customer:	 COPA HOLDINGS, S.A. 



Apartado 1572 
 Avenida Justo
Arosemena y Calle 39 
 Panama 1 

Republic de Panama 
  

	 	Boeing:	 Boeing Commercial Airplane Group 



P.O. Box 3707 
 Seattle,
Washington 98124-2207 
 U.S.A. 

Attention: Vice President – Contracts 

                  Mail Stop 75-38 

Article 12. Miscellaneous. 
 12.1 Government Approval.
Boeing and Customer will assist each other in obtaining any governmental consents or approvals required to effect certification and sale of aircraft under the applicable purchase agreement. 

12.2 Headings. Article and paragraph headings used in this AGTA and in any purchase agreement are for convenient reference only and are not intended to affect
the interpretation of this AGTA or any purchase agreement. 
 12.3 GOVERNING LAW. THIS AGTA AND ANY PURCHASE AGREEMENT WILL BE INTERPRETED UNDER AND
GOVERNED BY THE LAWS OF THE STATE OF WASHINGTON, U.S.A., EXCEPT THAT WASHINGTON’S CHOICE OF LAW RULES SHALL NOT BE INVOKED FOR THE PURPOSE OF APPLYING THE LAW OF ANOTHER JURISDICTION. 

12.4 Waiver/Severability. Failure by either party to enforce any provision of this AGTA or any purchase agreement will not be construed as a waiver. If any
provision of this AGTA or any provision of any purchase agreement are held unlawful or otherwise ineffective by a court of competent jurisdiction, the remainder of the AGTA or the applicable purchase agreement will remain in effect. 

12.5 Survival of Obligations. The Articles and Exhibits of this AGTA including but not limited to those relating to insurance, DISCLAIMER AND RELEASE and the
EXCLUSION OF CONSEQUENTIAL AND OTHER DAMAGES will survive termination or cancellation of any purchase agreement or part thereof. 

  
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 12.6 AGTA Changes. The intent of the AGTA is to simplify the standard contracting process for terms and
conditions which are related to the sale and purchase of all Boeing aircraft. This AGTA has been mutually agreed to by the parties as of the date indicated below. From time to time the parties may elect, by mutual agreement to update, or modify the
existing articles as written. If such changes are made, any existing executed Purchase Agreement(s) will be governed by the terms and conditions of the Revision level of the AGTA in effect based on the date of the executed Purchase Agreement. 

DATED AS OF Nov. 25, 1998 

  
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 EXHIBIT A 

TO 
 AIRCRAFT GENERAL
TERMS AGREEMENT 
 AGTA-COP 

BETWEEN 
 THE BOEING
COMPANY 
 AND 

COPA HOLDINGS, S.A. 

BUYER FURNISHED EQUIPMENT PROVISIONS DOCUMENT 

  
 A 













 BUYER FURNISHED EQUIPMENT PROVISIONS DOCUMENT 

1. General. 
 Certain equipment to be installed in the Aircraft
is furnished to Boeing by Customer at Customer’s expense. This equipment is designated “Buyer Furnished Equipment” (BFE) and is listed in the Detail Specification. Boeing will provide to Customer a BFE Requirements On- Dock/Inventory
Document (BFE Document) or an electronically transmitted BFE Report which may be periodically revised, setting forth the items, quantities, on-dock dates and shipping instructions relating to the in sequence installation of BFE as described in the
applicable Supplemental Exhibit to this Exhibit A in a purchase agreement at the time of aircraft purchase. 
 2. Supplier Selection. 

Customer will: 
 2.1 Select and notify Boeing of the suppliers of
BFE items by those dates appearing in Supplemental Exhibit BFE1 to the applicable purchase agreement at the time of aircraft purchase. 
 2.2 Meet with
Boeing and such selected BFE suppliers promptly after such selection to: 
 2.2.1 complete BFE configuration design requirements for such BFE; and 

2.2.2 confirm technical data submittal requirements for BFE certification. 

3. Customer’s Obligations. 
 Customer will: 

3.1 comply with and cause the supplier to comply with the provisions of the BFE Document or BFE Report; 

3.1.1 deliver technical data (in English) to Boeing as required to support installation and FAA certification in accordance with the schedule provided by
Boeing or as mutually agreed upon during the BFE meeting referred to above; 
 3.1.2 deliver BFE including production and/or flight training spares and BFE
Aircraft Software to Boeing in accordance with the quantities and schedule provided therein; and 
 3.1.3 assure that all BFE Aircraft Software is delivered
in compliance with Boeing’s then-current Standards for Loadable Systems; 
 3.1.4 assure that all BFE parts are delivered to Boeing with appropriate
quality assurance documentation; 
 3.2 authorize Boeing to discuss all details of the BFE directly with the BFE suppliers; A-1 

  
 A-1 













 3.3 authorize Boeing to conduct or delegate to the supplier quality source inspection and supplier hardware
acceptance of BFE at the supplier location; 
 3.3.1 require supplier’s contractual compliance to Boeing defined quality assurance requirements, source
inspection programs and supplier delegation programs, including availability of adequate facilities for Boeing resident personnel; and 
 3.3.2 assure that
all BFE supplier’s quality systems are approved to Boeing’s then current standards for such systems; 
 3.4 obtain from supplier a non-exclusive,
perpetual, royalty-free, irrevocable license for Boeing to copy BFE Aircraft Software. The license is needed to enable Boeing to load the software copies in (i) the aircraft’s mass storage device (MSD), (ii) media (e.g., diskettes,
CD-ROMs, etc.), (iii) the BFE hardware and/or (iv) an intermediate device or other media to facilitate copying of the BFE Aircraft Software into the aircraft’s MSD, BFE hardware and/or media, including media as Boeing may deliver to
Customer with the aircraft; 
 3.5 grant Boeing a license, extending the same rights set forth in paragraph 3.4 above, to copy: a) BFE Aircraft Software and
data Customer has modified and/or b) other software and data Customer has added to the BFE Aircraft Software; 
 3.6 provide necessary field service
representation at Boeing’s facilities to support Boeing on all issues related to the installation and certification of BFE; 
 3.7 deal directly with
all BFE suppliers to obtain overhaul data, provisioning data, related product support documentation and any warranty provisions applicable to the BFE; 

3.8 work closely with Boeing and the BFE suppliers to resolve any difficulties, including defective equipment, that arise; 

3.9 be responsible for modifying, adjusting and/or calibrating BFE as required for FAA approval and for all related expenses; 

3.10 assure that a proprietary information agreement is in place between Boeing and BFI suppliers prior to Boeing providing any documentation to such
suppliers, 
 3.11 warrant that the BFE will comply with all applicable FARs and the U.S. Food and Drug Administration (FDA) sanitation requirements for
installation and use in the Aircraft at the time of delivery. Customer will be responsible for supplying any data and adjusting, calibrating, re- testing or updating such BFE and data to the extent necessary to obtain applicable FAA and FDA approval
and shall bear the resulting expenses. 
 3.12 warrant that the BFE will meet the requirements of the Detail Specification; and 

3.13 be responsible for providing equipment which is FAA certifiable at time of Aircraft delivery, or for obtaining waivers from the applicable regulatory
agency for non-FAA certifiable equipment. 

  
 A-2 













 4. Boeing’s Obligations. 

Other than as set forth below, Boeing will provide for the installation of and install the BFE and obtain certification of the Aircraft with the BFE
installed. 
 5. Nonperformance by Customer. 
 If
Customer’s nonperformance of obligations in this Exhibit or in the BFE Document causes a delay in the delivery of the Aircraft or causes Boeing to perform out-of-sequence or additional work, Customer will reimburse Boeing for all resulting
expenses and be deemed to have agreed to any such delay in Aircraft delivery. In addition Boeing will have the right to: 
 5.1 provide and install
specified equipment or suitable alternate equipment and increase or decrease the price of the Aircraft accordingly; and/or 
 5.2 deliver the Aircraft to
Customer without the BFE installed. 
 6. Return of Equipment. 

BFE not installed in the Aircraft will be returned to Customer in accordance with Customer’s instructions and at Customer’s expense. 

7. Title and Risk of Loss. 
 7.1 With respect to Aircraft
manufactured in the State of Washington, title to and risk of loss of BFE provided for such Aircraft will at all times remain with Customer or other owner. Boeing will have only such liability for BFE as a bailee for mutual benefit would have, but
will not be liable for loss of use. 
 7.2 With respect to Aircraft manufactured in the State of California, Customer agrees to sell and Boeing agrees to
purchase each item of BFE concurrently with its delivery to Boeing. A reasonable shipset price for the BFE shall be established with Customer. Customer and Boeing agree that the Aircraft Price will be increased by the amount of said shipset price
and such amount will be included on Boeing’s invoice at time of Aircraft delivery. Boeing’s payment for the purchase of each shipset of BFE from Customer will be made at the time of delivery of the Aircraft in which the BFE is installed.

 8. Interchange of BFE 
 To properly maintain Boeing’s
production flow and to preserve Boeing’s delivery commitments, Boeing reserves the right, if necessary, due to equipment shortages or failures, to interchange new items of BFE acquired from or for Customer with new items of the same part
numbers acquired from or for other customers of Boeing. Used BFE acquired from Customer or from other customers of Boeing will not be interchanged. 

  
 A-3 













 9. Indemnification of Boeing. 

Customer hereby indemnifies and holds 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 any nonconformance or defect in any BFE and whether or not arising in tort or occasioned by the negligence of Boeing. This indemnity will not apply with respect to any
nonconformance or defect caused solely by Boeing’s installation of the BFE. 
 10. Patent Indemnity. 

Customer hereby indemnifies and holds harmless Boeing from and against all claims, suits, actions, liabilities, damages and costs arising out of any actual or
alleged infringement of any patent or other intellectual property rights by BFE or arising out of the installation, sale or use of BFE by Boeing. 
 11.
Definitions. 
 For the purposes of the above indemnities, the term “Boeing” includes The Boeing Company, its divisions, subsidiaries and
affiliates, the assignees of each, and their directors, officers, employees and agents. 

  
 A-4 













 EXHIBIT B 

TO 
 AIRCRAFT GENERAL
TERMS AGREEMENT 
 AGTA-COP 

BETWEEN 
 THE BOEING
COMPANY 
 AND 

COPA HOLDINGS, S.A. CUSTOMER 

SUPPORT DOCUMENT This document 

contains: 
 Part 1: Maintenance
and Flight Training Programs; Operations 
 Engineering Support 

Part 2: Field Services and Engineering Support Services 

Part 3: Technical Information and Materials 

Part 4: Alleviation or Cessation of Performance 

Part 5: Protection of Proprietary Information and Proprietary Materials 

  
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 CUSTOMER SUPPORT DOCUMENT 

PART 1: BOEING MAINTENANCE AND FLIGHT TRAINING PROGRAMS; 

OPERATIONS ENGINEERING SUPPORT 
 1. Boeing
Training Programs. 
 1.1 Boeing will provide maintenance training and flight training programs to support the introduction of a specific model of aircraft
into service. The training programs will consist of general and specialized courses and will be described in a Supplemental Exhibit to the applicable purchase agreement. 

1.2 Boeing will conduct all training at Boeing’s primary training facility for the model of aircraft purchased unless otherwise agreed. 

1.3 All training will be presented in the English language. If translation is required, Customer will provide interpreters. 

1.4 Customer will be responsible for all expenses of Customer’s personnel. Boeing will transport Customer’s personnel between their local lodging
and Boeing’s training facility. 
 2. Training Planning Conferences. 

Customer and Boeing will conduct planning conferences approximately 12 months before the scheduled delivery month of the first aircraft of a model to define
and schedule the maintenance and flight training programs. 
 3. Operations Engineering Support. 

3.1 As long as an aircraft purchased by Customer from Boeing is operated by Customer in scheduled revenue service, Boeing will provide operations engineering
support. Such support will include: 
 3.1.1 assistance with the analysis and preparation of performance data to be used in establishing operating practices
and policies for Customer’s operation of aircraft; 
 3.1.2 assistance with interpretation of the minimum equipment list, the definition of the
configuration deviation list and the analysis of individual aircraft performance; 
 3.1.3 assistance with solving operational problems associated with
delivery and route-proving flights; 
 3.1.4 information regarding significant service items relating to aircraft performance or flight operations; and 

3.1.5 if requested by Customer, Boeing will provide operations engineering support during an aircraft ferry flight. 

  
 B 













 4. Training at a Facility Other Than Boeing’s. 

If requested by Customer, Boeing will conduct the classroom portions of the maintenance and flight training (except for the Performance Engineer training
courses) at a mutually acceptable alternate training site, subject to the following conditions: 
 4.1 Customer will provide acceptable classroom space,
simulators (as necessary for flight training) and training equipment required to present the courses; 
 4.2 Customer will pay Boeing’s then-current
per diem charge for each Boeing instructor for each day, or fraction thereof, that the instructor is away from their home location, including travel time; 

4.3 Customer will reimburse Boeing for the actual costs of round-trip transportation for Boeing’s instructors and the shipping costs of training
Materials between the primary training facility and the alternate training site; 
 4.4 Customer will be responsible for all taxes, fees, duties, licenses,
permits and similar expenses incurred by Boeing and its employees as a result of Boeing’s providing training at the alternate site or incurred as a result of Boeing providing revenue service training; and 

4.5 Those portions of training that require the use of training devices not available at the alternate site will be conducted at Boeing’s facility or at
some other alternate site. 
 5. General Terms and Conditions. 

5.1 Boeing flight instructor personnel will not be required to work more than 5 days per week, or more than 8 hours in any one 24-hour period, of which not
more than 5 hours per 8-hour workday will be spent in actual flying. These foregoing restrictions will not apply to ferry assistance or revenue service training services, which will be governed by FAA rules and regulations. 

5.2 NORMAL LINE MAINTENANCE is defined as line maintenance that Boeing might reasonably be expected to furnish for flight crew training at Boeing’s
facility, and will include ground support and aircraft storage in the open, but will not include provision of spare parts. Boeing will provide Normal Line Maintenance services for any aircraft while the aircraft is used for flight crew training at
Boeing’s facility. Customer will provide such services if flight crew training is conducted elsewhere. Regardless of the location of such training, Customer will be responsible for providing all maintenance items (other than those included in
Normal Line Maintenance) required during the training, including, but not limited to, fuel, oil, landing fees and spare parts. 
 5.3 If the training is
based at Boeing’s facility, and the aircraft is damaged during such training, Boeing will make all necessary repairs to the aircraft as promptly as possible. Customer will pay Boeing’s reasonable charge, including the price of parts and
materials, for making the repairs. If Boeing’s estimated labor charge for the repair exceeds $25,000, Boeing and Customer will enter into an agreement for additional services before beginning the repair work. 

  
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 5.4 If the flight training is based at Boeing’s facility, several airports in surrounding states may be
used, at Boeing’s option. Unless otherwise agreed in the flight training planning conference, it will be Customer’s responsibility to make arrangements for the use of such airports. 

5.5 If Boeing agrees to make arrangements on behalf of Customer for the use of airports for flight training, Boeing will pay on Customer’s behalf any
landing fees charged by any airport used in conjunction with the flight training. At least 30 days before flight training, Customer will provide Boeing an open purchase order against which Boeing will invoice Customer for any landing fees Boeing
paid on Customer’s behalf. The invoice will be submitted to Customer approximately 60 days after flight training is completed, when all landing fee charges have been received and verified. Customer will pay to Boeing within 30 days of the date
of the invoice. 
 5.6 If requested by Boeing, in order to provide the flight training or ferry flight assistance, Customer will make available to Boeing an
aircraft after delivery to familiarize Boeing instructor or ferry flight crew personnel with such aircraft. If flight of the aircraft is required for any Boeing instructor or ferry flight crew member to maintain an FAA license for flight proficiency
or landing currency, Boeing will be responsible for the costs of fuel, oil, landing fees and spare parts attributable to that portion of the flight. 
 5.7
If any part of the training described in paragraph 1.1 of this Exhibit is not used by Customer within 12 months after the delivery of the last aircraft under the relevant purchase agreement, Boeing will not be obligated to provide such training.


  
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 CUSTOMER SUPPORT DOCUMENT 

PART 2: FIELD AND ENGINEERING SUPPORT SERVICES 

1. Field Service Representation. 
 Boeing will furnish field
service representation to advise Customer with respect to the maintenance and operation of an aircraft (FIELD SERVICE REPRESENTATIVES). 
 1.1 Field Service
representation will be available at or near Customer’s main maintenance or engineering facility beginning before the scheduled delivery month of the first aircraft and ending 12 months after delivery of the last aircraft covered by a specific
purchase agreement. 
 1.2 Customer will provide, at no charge to Boeing, suitable furnished office space and office equipment at the location where Boeing
is providing Field Service Representatives. As required, Customer will assist each Field Service Representative with visas, work permits, customs, mail handling, identification passes and formal introduction to local airport authorities. 

1.3 Boeing Field Service Representatives are assigned to various airports around the world. Whenever Customer’s aircraft are operating through any such
airport, the services of Boeing’s Field Service Representatives are available to Customer. 
 2. Engineering Support Services. 

Boeing will, if requested by Customer, provide technical advisory assistance for any aircraft and Boeing Product (as defined in Part I of Exhibit C).
Technical advisory assistance, provided from the Seattle area or at a base designated by Customer as appropriate, will include: 
 2.1 Operational Problem
Support. If Customer experiences operational problems with an aircraft, Boeing will analyze the information provided by Customer to determine the probable nature and cause of the problem and to suggest possible solutions. 

2.2 Schedule Reliability Support. If Customer is not satisfied with the schedule reliability of a specific model of aircraft, Boeing will analyze information
provided by Customer to determine the nature and cause of the problem and to suggest possible solutions. 
 2.3 Maintenance Cost Reduction Support. If
Customer is concerned that actual maintenance costs of a specific model of aircraft are excessive, Boeing will analyze information provided by Customer to determine the nature and cause of the problem and to suggest possible solutions. 

2.4 Aircraft Structural Repair Support. If Customer is designing structural repairs and desires Boeing’s support, Boeing will analyze and comment on
Customer’s engineering releases relating to structural repairs not covered by Boeing’s Structural Repair Manual. 
 2.5 Aircraft Modification
Support. If Customer is designing aircraft modifications and requests Boeing’s support, Boeing will analyze and comment on Customer’s engineering 

  
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 CUSTOMER SUPPORT DOCUMENT 

 
 proposals for changes in, or replacement of, systems, parts, accessories or equipment
manufactured to Boeing’s detailed design. Boeing will not analyze or comment on any major structural change unless Customer’s request for such analysis and comment includes complete detailed drawings, substantiating information (including
any information required by applicable government agencies), all stress or other appropriate analyses, and a specific statement from Customer of the substance of the review and the response requested. 

2.6 Facilities, Ground Equipment and Maintenance Planning Support. Boeing will, at Customer’s request, evaluate Customer’s technical facilities,
tools and equipment for servicing and maintaining aircraft, to recommend changes where necessary and to assist in the formulation of an overall maintenance plan. 

2.7 Post-Delivery Service Support. Boeing will, at Customer’s request, perform work on an aircraft after delivery but prior to the initial departure
flight or upon the return of the aircraft to Boeing’s facility prior to completion of that flight. In that event the following provisions will apply. 

2.7.1 Boeing may rely upon the commitment authority of the Customer’s personnel requesting the work. 

2.7.2 As title and risk of loss has passed to Customer, the insurance provisions of Article 8.2 of the AGTA apply. 

2.7.3 The provisions of the Boeing Warranty in Part 2 of Exhibit C of this AGTA apply. 

2.7.4 Customer will pay Boeing for requested work not covered by the Boeing Warranty, if any. 

2.7.5 The DISCLAIMER AND RELEASE and EXCLUSION OF CONSEQUENTIAL AND OTHER DAMAGES provisions in Article 11 of Part 2 of Exhibit C of this AGTA apply. 

2.8 Additional Services. Boeing may, at Customer’s request, provide additional services for an aircraft after delivery, which may include retrofit kit
changes (kits and/or information), training, maintenance and repair of aircraft. Such additional services will be subject to a mutually acceptable price, schedule and scope of work. The DISCLAIMER AND RELEASE and the EXCLUSION OF CONSEQUENTIAL AND
OTHER DAMAGES provisions in Article 11 of Part 2 of Exhibit C of this AGTA and the insurance provisions in Article 8.2 of this AGTA will apply to any such work. Title to and risk of loss of any such aircraft will always remain with Customer. 

  
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 PART 3: TECHNICAL INFORMATION AND MATERIALS 

1. General. 
 MATERIALS are defined as any and all items that
are created by Boeing or a third party, which are provided directly or indirectly from Boeing and serve primarily to contain, convey or embody information. Materials may include either tangible embodiments (for example, documents or drawings), or
intangible embodiments (for example, software and other electronic forms) of information but excludes Aircraft Software. AIRCRAFT SOFTWARE is defined as software that is installed on and used in the operation of the aircraft. 

Boeing will furnish to Customer certain Materials to support the maintenance and operation of the aircraft at no additional charge to Customer, except as
otherwise provided herein. Such Materials will, if applicable, be prepared generally in accordance with Air Transport Association of America (ATA) Specification No. 100, entitled “Specification for Manufacturers’ Technical Data”.
Materials will be in English and in the units of measure used by Boeing to manufacture an aircraft. 
 Digitally-produced Materials will, if applicable, be
prepared generally in accordance with ATA Specification No. 2100, dated January 1994, “Digital Data Standards for Aircraft Support.” 
 2.
Materials Planning Conferences. 
 Customer and Boeing will conduct planning conferences approximately 12 months before the scheduled delivery month of the
first aircraft of a model in order to mutually determine the proper format and quantity of Materials to be furnished to Customer in support of the aircraft. 

When available, Customer may select Boeing standard digital format as the delivery medium or, alternatively, Customer may select a 

reasonable quantity of printed and 16mm microfilm formats. When Boeing standard digital format is selected, Customer may also select up to 5 copies of printed
or microfilm format copies, with the exception of the Illustrated Parts Catalog, which will be provided in one selected format only. 
 3. Information and
Materials - Incremental Increase. 
 Until one year after the month of delivery of the last aircraft covered by a specific purchase agreement, Customer may
annually request in writing a reasonable increase in the quantity of Materials with the exception of microfilm master copies, digital formats, and others for which a specified number of copies are provided. Boeing will provide the additional
quantity at no additional charge beginning with the next normal revision cycle. Customer may request a decrease in revision quantities at any time. 
 4.
Advance Representative Copies. 
 All advance representative copies of Materials will be selected by Boeing from available sources. Such advance copies will
be for advance planning purposes only. 

  
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 CUSTOMER SUPPORT DOCUMENT 

 
 5. Customized Materials. 

All customized Materials will reflect the configuration of each aircraft as delivered. 

6. Revisions. 
 6.1 Revision Service. Boeing will provide
revisions free of charge for those Materials which have a revision service. Such Materials will be identified in the planning conference conducted for a specific model of aircraft. The revision service will reflect changes developed by Boeing, as
long as Customer operates an aircraft of that model. 
 6.2 Revisions Based on Boeing Service Bulletin Incorporation. If Boeing receives written notice that
Customer intends to incorporate, or has incorporated, any Boeing service bulletin in an aircraft, Boeing will at no charge issue revisions to Materials with revision service reflecting the effects of such incorporation into such aircraft. 

7. Computer Software Documentation for Boeing Manufactured Airborne Components and Equipment. 

Boeing will provide to Customer a Computer Software Index containing a listing of (i) all programmed airborne avionics components and equipment
manufactured by Boeing or a Boeing subsidiary, designed and developed in accordance with Radio Technical Commission for Aeronautics Document No. RTCA/DO-178 dated January 1982, No. RTCA/DO-178A dated March 1985, or later as available, and installed
by Boeing in aircraft covered by the applicable purchase agreement and (ii) specific software documents (SOFTWARE DOCUMENTATION) available to Customer from Boeing for the listed components and equipment. 

Two copies of the Computer Software Index will be furnished to Customer with the first aircraft of a model. Revisions to the Computer Software Index
applicable to such model of aircraft will be issued to Customer as revisions are developed by Boeing for so long as Customer operates the aircraft. 

Software Documentation will be provided to Customer upon written request. The charge to Customer for Software Documentation will be Boeing’s price to
reproduce the Software Documentation requested. Software Documentation will be prepared generally in accordance with ATA Specification No. 102 revised April 20, 1983, “Specification for Computer Software Manual” but Software
Documentation will not include, and Boeing will not be obligated to provide, any code (including, but not limited to, original source code, assembled source code, or object code) on computer sensible media. 

8. Supplier Technical Data. 
 8.1 For supplier-manufactured
programmed airborne avionics components and equipment classified as Seller Furnished Equipment (SFE) or Seller Purchased Equipment (SPE) or Buyer Designated Equipment (BDE) which contain computer software designed and developed in accordance with
Radio Technical Commission for Aeronautics Document No. RTCA/DO-178 dated January 1982, No. RTCA/DO-178A dated March 1985, or later as available, Boeing will request that each supplier of the components and equipment make software documentation
available to Customer in a manner similar to that described in Article 7 above. 

  
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 8.2 The provisions of this Article will not be applicable to items of BFE. 

8.3 Boeing will furnish to Customer a document identifying the terms and conditions of the product support agreements between Boeing and its suppliers
requiring the suppliers to fulfill Customer’s requirements for information and services in support of the specific model of aircraft. 
 9. Buyer
Furnished Equipment Data. 
 Boeing will incorporate BFE information into the customized Materials providing Customer makes the information available to
Boeing at least nine months prior to the scheduled delivery month of Customer’s first aircraft of a specific model. Customer agrees to furnish the information in Boeing standard digital format if Materials are to be delivered in Boeing standard
digital format. 
  

	10.	 Materials Shipping Charges. 



Boeing will pay the reasonable transportation costs of the Materials. Customer is responsible for any customs clearance charges, duties, and taxes. 

 

	11.	 Customer’s Shipping Address. 



The Materials furnished to Customer hereunder are to be sent to a single address to be specified. Customer will promptly notify Boeing of any change to the
address. 

  
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 CUSTOMER SUPPORT DOCUMENT 

PART 4: ALLEVIATION OR CESSATION OF PERFORMANCE 

Boeing will not be required to provide any Materials, services, training or other things at a facility designated by Customer if any of the following
conditions exist: 
 1. a labor stoppage or dispute in progress involving Customer; 

2. wars or warlike operations, riots or insurrections in the country where the facility is located; 

3. any condition at the facility which, in the opinion of Boeing, is detrimental to the general health, welfare or safety of its personnel or their families;

 4. the United States Government refuses permission to Boeing personnel or their families to enter into the country where the facility is located, or
recommends that Boeing personnel or their families leave the country; or 
 5. the United States Government refuses permission to Boeing to deliver
Materials, services, training or other things to the country where the facility is located. 
 After the location of Boeing personnel at the facility,
Boeing further reserves the right, upon the occurrence of any of such events, to immediately and without prior notice to Customer relocate its personnel and their families. 

  
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 CUSTOMER SUPPORT DOCUMENT 

PART 5: PROTECTION OF PROPRIETARY INFORMATION 

AND PROPRIETARY MATERIALS 
 1. General.

 All Materials provided by Boeing to Customer and not covered by a Boeing CSGTA or other agreement between Boeing and Customer defining Customer’s
right to use and disclose the Materials and included information will be covered by, and subject to the terms of this AGTA. Title to all Materials containing, conveying or embodying confidential, proprietary or trade secret information (Proprietary
Information) belonging to Boeing or a third party (Proprietary Materials), will at all times remain with Boeing or such third party. Customer will treat all Proprietary Materials and all Proprietary Information in confidence and use and disclose the
same only as specifically authorized in this AGTA. 
 2. License Grant. 

Boeing grants to Customer a worldwide, non-exclusive, non-transferable license to use and disclose Proprietary Materials in accordance with the terms and
conditions of this AGTA. Customer is authorized to make copies of Materials (except for Materials bearing the copyright legend of a third party), and all copies of Proprietary Materials will belong to Boeing and be treated as Proprietary Materials
under this AGTA. Customer will preserve all proprietary legends, and all copyright notices on all Materials and insure the inclusion of those legends and notices on all copies. 

3. Use of Proprietary Materials and Proprietary Information. 

Customer is authorized to use Proprietary Materials and Proprietary Information for the purpose of: (a) operation, maintenance, repair, or modification
of Customer’s aircraft for which the Proprietary Materials and Proprietary Information have been specified by Boeing and (b) development and manufacture of training devices for use by Customer. 

4. Providing of Proprietary Materials to Contractors. 
 Customer
is authorized to provide Proprietary Materials to Customer’s contractors for the sole purpose of maintenance, repair, or modification of Customer’s aircraft for which the Proprietary Materials have been specified by Boeing. In addition,
Customer may provide Proprietary Materials to Customer’s contractors for the sole purpose of developing and manufacturing training devices for Customer’s use. Before providing Proprietary Materials to its contractor, Customer will first
obtain a written agreement from the contractor by which the contractor agrees (a) to use the Proprietary Materials only on behalf of Customer, (b) to be bound by all of the restrictions and limitations of this Part 5, and (c) that
Boeing is a third party beneficiary under the written agreement. Customer agrees to provide copies of all such written agreements to Boeing upon request and be liable to Boeing for any breach of those agreements by a contractor. A sample agreement
acceptable to Boeing is attached as Appendix VII. 

  
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 5. Providing of Proprietary Materials and Proprietary Information to Regulatory Agencies. 

When and to the extent required by a government regulatory agency having jurisdiction over Customer or an aircraft, Customer is authorized to provide
Proprietary Materials and to disclose Proprietary Information to the agency for use in connection with Customer’s operation, maintenance, repair, or modification of such aircraft. Customer agrees to take all reasonable steps to prevent the
agency from making any distribution, disclosure, or additional use of the Proprietary Materials and Proprietary Information provided or disclosed. Customer further agrees to notify Boeing immediately upon learning of any (a) distribution,
disclosure, or additional use by the agency, (b) request to the agency for distribution, disclosure, or additional use, or (c) intention on the part of the agency to distribute, disclose, or make additional use of Proprietary Materials or
Proprietary Information. 

  
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 EXHIBIT C 

TO 
 AIRCRAFT GENERAL
TERMS AGREEMENT 
 AGTA-COP 

BETWEEN 
 THE BOEING
COMPANY 
 AND 

COPA HOLDINGS, S.A. PRODUCT 

ASSURANCE DOCUMENT, This 

document contains: 
 Part 1:
Exhibit C Definitions 
 Part 2: Boeing Warranty 

Part 3: Boeing Service Life Policy 

Part 4: Supplier Warranty Commitment 

Part 5: Boeing Interface Commitment 
 Part
6: Boeing Indemnities against Patent and Copyright Infringement 

  
 C 













 PRODUCT ASSURANCE DOCUMENT 

PART 1: EXHIBIT C DEFINITIONS 
 AUTHORIZED
AGENT - Agent appointed by Customer to perform corrections and to administer warranties (see Appendix VI to the AGTA for a form acceptable to Boeing). 

AVERAGE DIRECT HOURLY LABOR RATE - the average hourly rate (excluding all fringe benefits, premium-time allowances, social charges, business taxes and the
like) paid by Customer to its Direct Labor employees. 
 BOEING PRODUCT - any system, accessory, equipment, part or Aircraft Software that is manufactured
by Boeing or manufactured to Boeing’s detailed design with Boeing’s authorization. 
 CORRECT - to repair, modify, provide modification kits or
replace with a new product. 
 CORRECTION - a repair, a modification, a modification kit or replacement with a new product. 

CORRECTED BOEING PRODUCT - a Boeing Product which is free of defect as a result of a Correction. 

DIRECT LABOR - Labor spent by Customer’s or its Authorized Agent’s direct labor employees to remove, disassemble, modify, repair, inspect and bench
test a defective Boeing Product, and to reassemble, reinstall a Corrected Boeing Product and perform final inspection. 
 DIRECT MATERIALS - Items such as
parts, gaskets, grease, sealant and adhesives, installed or consumed in performing a Correction, excluding allowances for administration, overhead, taxes, customs duties and the like. 

SOURCE CONTROL DRAWING (SCD) - a Boeing document defining specifications for certain Supplier Products. 

SUPPLIER - the manufacturer of a Supplier Product. 
 SUPPLIER
PRODUCT - any system, accessory, equipment, part or Aircraft Software that is not manufactured to Boeing’s detailed design. This includes but is not limited to parts manufactured to a SCD, all standards, and other parts obtained from non-Boeing
sources. 

  
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 PRODUCT ASSURANCE DOCUMENT 

PART 2: BOEING WARRANTY 
 1.
Applicability. 
 This warranty applies to all Boeing Products. Warranties applicable to Supplier Products are in Part 4. Warranties applicable to engines
will be provided by Supplemental Exhibits to individual purchase agreements. 
 2. Warranty. 

2.1 Coverage. Boeing warrants that at the time of delivery: 
 (i)
the aircraft will conform to the Detail Specification except for portions stated to be estimates, approximations or design objectives; 
 (ii) all Boeing
Products will be free from defects in material, process of manufacture and workmanship, including the workmanship utilized to install Supplier Products, engines and BFE, and; 

(iii) all Boeing Products will be free from defects in design, including selection of materials and the process of manufacture. in view of the state of the
art at the time of design 
 2.2 Exceptions. The following conditions do not constitute a defect under this warranty: 

(i) conditions resulting from normal wear and tear; 
 (ii)
conditions resulting from abuse or omissions of Customer; and 
 (iii) conditions resulting from failure to properly service and maintain a Boeing Product.

 3. Warranty Periods. 
 3.1 Warranty. The warranty period
begins on the date of aircraft or Boeing Product delivery and ends: (i) after 48 months for Boeing aircraft models 777-200, -300 or 737-600, -700, -800, or new aircraft models designed and manufactured with similar, new technology; or,
(ii) after 36 months for any other Boeing aircraft model. 
 3.2 Warranty on Corrected Boeing Products. The warranty period applicable to a Corrected
Boeing Product, including the workmanship to Correct and install, resulting from a defect in material or workmanship is the remainder of the initial warranty period for the 

  
 C 













 
defective Boeing Product it replaced. The warranty period for a Corrected Boeing Product resulting from a defect in design is 18 months or the remainder of the initial warranty period, whichever
is longer. The 18 month period begins on the date of delivery of the Corrected Boeing Product or date of delivery of the kit or kits furnished to Correct the Boeing Product. 

3.3 Survival of Warranties. All warranty periods are stated above. The Performance Guarantees will not survive delivery of the aircraft. 

4. Remedies. 
 4.1 Correction Options. Customer may, at its
option, either perform a Correction of a defective Boeing Product or return the Boeing Product to Boeing for Correction. 
 4.2 Warranty Labor Rate. If
Customer or its Authorized Agent Corrects a defective Boeing Product, Boeing will reimburse Customer for Direct Labor Hours at Customer’s established Warranty Labor Rate. Customer’s established Warranty Labor Rate will be the greater of
the standard labor rate or 150% of Customer’s Average Direct Hourly Labor Rate. The standard labor rate paid by Boeing to its customers is established and published annually. Prior to or concurrently with submittal of Customer’s first
claim for Direct Labor reimbursement, Customer may notify Boeing of Customer’s then-current Average Direct Hourly Labor Rate, and thereafter notify Boeing of any material change in such rate. Boeing will require information from Customer to
substantiate such rates. 
 4.3 Warranty Inspections. In addition to the remedies to Correct defects in Boeing Products, Boeing will reimburse Customer for
the cost of Direct Labor to perform certain inspections of the aircraft to determine the occurrence of a condition Boeing has identified as a covered defect, provided: 

4.3.1 the inspections are recommended by a service bulletin or service letter issued by Boeing during the warranty period; and 

4.3.2 such reimbursement will not apply to any inspections performed after a Correction is available to Customer. 

4.4 Credit Memorandum Reimbursement. Boeing will make all reimbursements by credit memoranda which may be applied toward the purchase of Boeing goods and
services. 
 4.5 Maximum Reimbursement. Unless previously agreed, the maximum reimbursement for Direct Labor and Direct Materials used to Correct a
defective Boeing Product will not exceed 65% of Boeing’s then-current sales price for a new replacement Boeing Product. 
 5. Discovery and Notice.

 5.1 For a claim to be valid: 
  

	(i)	 the defect must be discovered during the warranty period; and 



  
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 (ii) Boeing Product Assurance Contracts must receive written notice of the discovery no later than 90 days
after expiration of the warranty period. The notice must include sufficient information to substantiate the claim. 
 5.2 Receipt of Customer’s or its
Authorized Agent’s notice of the discovery of a defect secures Customer’s rights to remedies under this Exhibit C, even though a Correction is performed after the expiration of the warranty period. 

5.3 Once Customer has given valid notice of the discovery of a defect, a claim should be submitted as soon as practicable after performance of the Correction.

 5.4 Boeing may release service bulletins or service letters advising Customer of the availability of certain warranty remedies. When such advice is
provided, Customer will be deemed to have fulfilled the requirements for discovery of the defect and submittal of notice under this Exhibit C as of the date specified in the service bulletin or service letter. 

6. Filing a Claim. 
 6.1 Authority to File. Claims may be filed
by Customer or its Authorized Agent. Appointment of an Authorized Agent will only be effective upon Boeing’s receipt of the Authorized Agent’s express written agreement, in a form satisfactory to Boeing, to be bound by and to comply with
all applicable terms and conditions of this Aircraft General Terms Agreement. 
 6.2 Claim Information. 

6.2.1 Claimant is responsible for providing sufficient information to substantiate Customer’s rights to remedies under this Exhibit C. Boeing may reject
a claim for lack of sufficient information. At a minimum, such information must include: 
 (i) identity of claimant; 

(ii) serial or block number of the aircraft on which the defective Boeing Product was delivered; 

(iii) part number and nomenclature of the defective Boeing Product; 

(iv) purchase order number and date of delivery of the defective spare part 

(v) description and substantiation of the defect; 

(vi) date the defect was discovered; 
 (vii) date the
Correction was completed; 
 (viii) the total flight hours or cycles accrued; 

  
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 (ix) an itemized account of direct labor hours expended in performing the Correction; and 

(x) an itemized account of any direct materials incorporated in the Correction. 

6.2.2 Additional information may be required based on the nature of the defect and the remedies requested. 

6.3 Boeing Claim Processing. 
 6.3.1 Any claim for a Boeing
Product returned by Customer or its Authorized Agent to Boeing for Correction must accompany the Boeing Product. Any claim not associated with the return of a Boeing Product must be signed and submitted in writing directly by Customer or its
Authorized Agent to Boeing Product Assurance Contracts. 
 6.3.2 Boeing will promptly review the claim and will give notification of claim approval or
rejection. If the claim is rejected, Boeing will provide a written explanation. 
 7. Corrections Performed by Customer or Its Authorized Agent. 

7.1 Facilities Requirements. Provided Customer, its Authorized Agent or its third party contractor, as appropriate, are certified by the appropriate Civil
Aviation Authority or Federal Aviation Authority, Customer or its Authorized Agent may, at its option, Correct defective Boeing Products at its facilities, or may subcontract Corrections to a third party contractor. 

7.2 Technical Requirements. All Corrections done by Customer, its Authorized Agent or a third party contractor must be performed in accordance with
Boeing’s applicable service manuals, bulletins or other written instructions, using parts and materials furnished or approved by Boeing. 
 7.3
Reimbursement. 
 7.3.1 Boeing will reimburse Customer’s reasonable costs of Direct Materials and Direct Labor (excluding time expended for overhaul)
at Customer’s Warranty Labor Rate to Correct a defective Boeing Product. Claims for reimbursement must contain sufficient information to substantiate Direct Labor hours expended and Direct Materials consumed. Customer or its Authorized Agent
may be required to produce invoices for materials. 
 7.3.2 Reimbursement for Direct Labor hours to perform Corrections stated in a service bulletin will be
based on the labor estimates in the service bulletin. 
 7.3.3 Boeing will reimburse Customer’s freight charges associated with a Correction of a
defect on a Boeing Product performed by its 
 Authorized Agent or a third party contractor. 

7.4 Disposition of Defective Boeing Products Beyond Economical Repair. 

  
 C 













 7.4.1 A defective Boeing Product found to be beyond economical repair (see Para. 4.5 Maximum Reimbursement)
will be retained for a period of 60 days from the date Boeing receives Customer’s claim. During the 60 day period, Boeing may request return of such Boeing Products for inspection and confirmation of a defect. 

7.4.2 After the 60 day period, a defective Boeing Product with a value of U.S. $2000 or less may be scrapped without notification to Boeing. If such Boeing
Product has a value greater than U.S. $2000, Customer must obtain confirmation of unrepairability by Boeing’s on-site Customer Services Representative prior to scrapping. Confirmation may be in the form of the Representative’s signature on
Customer’s claim or through direct communication between the Representative and Boeing Product Assurance Contracts. 
 8. Corrections Performed by
Boeing. 
 8.1 Freight Charges. Customer or its Authorized Agent will pay shipping charges to return a Boeing Product to Boeing. Boeing will reimburse
Customer or its Authorized Agent for the charge for any item determined to be defective under this Aircraft General Terms Agreement. Boeing will pay shipping charges to return the Corrected Boeing Product. 

8.2 Customer Instructions. The documentation shipped with the returned defective Boeing Product may include specific technical instructions for additional
work to be performed on the Boeing Product. The absence of such instructions will evidence Customer’s authorization for Boeing to perform all necessary Corrections and work required to return the Boeing Product to a serviceable condition. 

8.3 Correction Time Objectives. 
 8.3.1 Boeing’s objective
for making Corrections is 10 working days for avionics and electronic Boeing Products, 30 working days for 
 Corrections of other Boeing Products performed
at Boeing’s facilities, and 40 working days for Corrections of other Boeing Products 
 performed at a Boeing subcontractor’s facilities. The
objectives are measured from the date Boeing receives the defective Boeing Product and a 
 valid claim to the date Boeing ships the Correction. 

8.3.2 If Customer has a critical parts shortage because Boeing has exceeded a Correction time objective and Customer has procured spare Boeing Products for
the defective Boeing Product in quantities shown in Boeing’s Recommended Spare Parts List (RSPL) or Spares Planning and Requirements Evaluation Model (M-SPARE), then Boeing will either expedite the Correction or provide an interchangeable
Boeing Product on a no charge loan or lease basis until the Corrected Boeing Product is returned. 
 8.4 Title Transfer and Risk of Loss. 

8.4.1 Title to and risk of loss of any Boeing Product returned to Boeing will at all times remain with Customer or any other title holder of such Boeing
Product. While Boeing has possession of the returned Boeing Product, Boeing will have only such liabilities as a bailee for mutual benefit would have, but will not be liable for loss of use. 

  
 C 













 8.4.2 If a Correction requires shipment of a new Boeing Product, then at the time Boeing ships the new
Boeing Product, title to and risk of loss for the returned Boeing Product will pass to Boeing, and title to and risk of loss for the new Boeing Product will pass to Customer. 

9. Returning an Aircraft. 
 9.1 Conditions. An aircraft may be
returned to Boeing’s facilities for Correction only if: (i) Boeing and Customer agree a covered defect exists; 
 (ii) Customer lacks access to
adequate facilities, equipment or qualified personnel to perform the Correction; and 
 (iii) it is not practical, in Boeing’s estimation, to dispatch
Boeing personnel to perform the Correction at a remote site. 
 9.2 Correction Costs. Boeing will perform the Correction at no charge to Customer. Subject
to the conditions of Paragraph 9.1 of Part 2 of Exhibit C to this AGTA, Boeing will reimburse Customer for the costs of fuel, oil and landing fees incurred in ferrying the aircraft to Boeing and back to Customer’s facilities. Customer will
minimize the length of both flights. 
 9.3 Separate Agreement. Boeing and Customer will enter into a separate agreement covering return of the aircraft and
performance of the Correction. Authorization by Customer for Boeing to perform additional work that is not part of the Correction must be received within 24 hours of Boeing’s request. If such authorization is not received within 24 hours,
Customer will be invoiced for work performed by Boeing that is not part of the Correction. 
 10. Insurance. 

The provisions of Article 8.2 “Insurance”, of this AGTA, will apply to any work performed by Boeing in accordance with Customer’s specific
technical instructions, to the extent any legal liability of Boeing is based upon the content of such instructions. 
 11. Disclaimer and Release; Exclusion
of Liabilities. 
 11.1 DISCLAIMER AND RELEASE. THE WARRANTIES, OBLIGATIONS AND LIABILITIES OF BOEING AND THE REMEDIES OF CUSTOMER IN THIS EXHIBIT C ARE
EXCLUSIVE AND IN SUBSTITUTION FOR, AND CUSTOMER HEREBY WAIVES, RELEASES AND RENOUNCES, ALL OTHER WARRANTIES, OBLIGATIONS AND LIABILITIES OF BOEING AND ALL OTHER RIGHTS, CLAIMS AND REMEDIES OF CUSTOMER AGAINST BOEING, EXPRESS OR IMPLIED, ARISING BY
LAW OR OTHERWISE, WITH RESPECT TO ANY NONCONFORMANCE OR DEFECT IN ANY AIRCRAFT, MATERIALS, TRAINING, SERVICES OR OTHER THING PROVIDED UNDER THIS AGTA AND THE APPLICABLE PURCHASE AGREEMENT, INCLUDING, BUT NOT LIMITED TO: 

  
 C 













 (A) ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS; 

(B) ANY IMPLIED WARRANTY ARISING FROM COURSE OF PERFORMANCE, 

COURSE OF DEALING OR USAGE OF TRADE; 
 (C) ANY OBLIGATION,
LIABILITY, RIGHT, CLAIM OR REMEDY IN TORT, WHETHER OR NOT ARISING FROM THE NEGLIGENCE OF BOEING; AND 
 (D) ANY OBLIGATION, LIABILITY, RIGHT, CLAIM OR
REMEDY FOR LOSS OF 
 OR DAMAGE TO ANY AIRCRAFT. 
 11.2
EXCLUSION OF CONSEQUENTIAL AND OTHER DAMAGES. BOEING WILL HAVE NO OBLIGATION OR LIABILITY, WHETHER ARISING IN CONTRACT (INCLUDING WARRANTY), TORT, WHETHER OR NOT ARISING FROM THE NEGLIGENCE OF BOEING, OR OTHERWISE, FOR LOSS OF USE, REVENUE OR
PROFIT, OR FOR ANY OTHER INCIDENTAL OR CONSEQUENTIAL DAMAGES WITH RESPECT TO ANY NONCONFORMANCE OR DEFECT IN ANY AIRCRAFT, MATERIALS, TRAINING, SERVICES OR OTHER THING PROVIDED UNDER THIS AGTA AND THE APPLICABLE PURCHASE AGREEMENT. 

11.3 Definitions. For the purpose of this Article, “BOEING” or “Boeing” is defined as The Boeing Company, its divisions, subsidiaries,
affiliates, the assignees of each, and their respective directors, officers, employees and agents. 

  
 C 













 PART 3: BOEING SERVICE LIFE POLICY 

1. Definitions. 
 SLP COMPONENT - any of the primary structural
elements (excluding industry standard parts) of the landing gear, wing, fuselage, vertical or horizontal stabilizer listed in the applicable purchase agreement for a specific model of aircraft that is installed in the aircraft at time of delivery or
is purchased from Boeing by Customer as a spare part. The detailed SLP Component listing will be in Supplemental Exhibit SLP 1 to each Purchase Agreement. 

2. Service Life Policy. 
 2.1 SLP Commitment. If a failure or
defect is discovered in a SLP Component within the time periods specified in Article 2.2 below, Boeing will, at a price calculated pursuant to Article 3 below, Correct the SLP Component. 

2.2 SLP Policy Periods. 
 2.2.1 The policy period for SLP
Components initially installed on an aircraft is 12 years after the date of delivery of the aircraft. 
 2.2.2 The policy period for SLP Components
purchased from Boeing by Customer as spare parts is 12 years from delivery of such SLP Component or 12 years from the date of delivery of the last aircraft produced by Boeing of a specific model, whichever first expires. 

3. Price. 
 The price that Customer will pay for the Correction
of a defective or failed SLP Component will be calculated pursuant to the following formula: 
  

					
		 	P = CT	 	
		 	144	 	

 where: 
 P = price to Customer

 C = SLP Component sales price at time of Correction T = total age in months of the defective or failed SLP Component from the date of delivery to Customer
to the date of discovery of such condition. 
 4. Conditions. 

Boeing’s obligations under this Policy are conditioned upon the following: 

  
 C 













 PRODUCT ASSURANCE DOCUMENT 

4.1 Customer must notify Boeing in writing of the defect or failure within three months after it is discovered. 

4.2 Customer must provide reasonable evidence that the claimed defect or failure is covered by this Policy and if requested by Boeing, that such defect or
failure was not the result of (i) a defect or failure in a component not covered by this Policy, (ii) an extrinsic force, (iii) an act or omission of Customer, or (iv) operation or maintenance contrary to applicable governmental
regulations or Boeing’s instructions. 
 4.3 If return of a defective or failed SLP Component is practicable and requested by Boeing, Customer will
return such SLP Component to Boeing at Boeing’s expense. 
 4.4 Customer’s rights and remedies under this Policy are limited to the receipt of a
Correction at prices calculated pursuant to Article 3 above. 
 5. Disclaimer and Release; Exclusion of Liabilities. 

This Part 3 and the rights and remedies of Customer and the obligations of Boeing are subject to the DISCLAIMER AND RELEASE and EXCLUSION OF CONSEQUENTIAL AND
OTHER DAMAGES provisions of Article 11 of Part 2 of this Exhibit C. 

  
 C 













 PART 4: SUPPLIER WARRANTY COMMITMENT 

1. Supplier Warranties and Supplier Patent and Copyright Indemnities. 

Boeing will use diligent efforts to obtain warranties and indemnities against patent and copyright infringement enforceable by Customer from Suppliers of
Supplier Products (except for engines) installed on the aircraft at the time of delivery that were selected and purchased by Boeing, but not manufactured to Boeing’s detailed design. Boeing will furnish copies of the warranties and patent and
copyright indemnities to Customer contained in Supplier Product Support and Product Assurance Agreements, prior to the scheduled delivery month of the first aircraft under the initial purchase agreement to the AGTA. 

2. Boeing Assistance in Administration of Supplier Warranties. 

Customer will be responsible for submitting warranty claims directly to Suppliers; however, if Customer experiences problems enforcing any Supplier warranty
obtained by Boeing for Customer, Boeing will conduct an investigation of the problem and assist Customer in the resolution of those claims. 
 3. Boeing
Support in Event of Supplier Default. 
 3.1 If the Supplier defaults in the performance of a material obligation under its warranty, and Customer provides
evidence to Boeing that a default has occurred, then Boeing will furnish the equivalent warranty terms as provided by the defaulting Supplier. 
 3.2 At
Boeing’s request, Customer will assign to Boeing, and Boeing will be subrogated to, its rights against the Supplier provided by the Supplier warranty. 

  
 C 













 PRODUCT ASSURANCE DOCUMENT 

PRODUCT ASSURANCE DOCUMENT 

PART 5: BOEING INTERFACE COMMITMENT 
 1.
Interface Problems. 
 An INTERFACE PROBLEM is defined as a technical problem in the operation of an aircraft or its systems experienced by Customer, the
cause of which is not readily identifiable by Customer but which Customer believes to be attributable to either the design characteristics of the aircraft or its systems or the workmanship used in the installation of Supplier Products. In the event
Customer experiences an Interface Problem, Boeing will, without additional charge to Customer, promptly conduct an investigation and analysis to determine the cause or causes of the Interface Problem. Boeing will promptly advise Customer at the
conclusion of its investigation of Boeing’s opinion as to the causes of the Interface Problem and Boeing’s recommendation as to corrective action. 

2. Boeing Responsibility. 
 If Boeing determines that the
Interface Problem is primarily attributable to the design or installation of any Boeing Product, Boeing will Correct the design or workmanship to the extent of any then-existing obligations of Boeing under the provisions of the applicable Boeing
Warranty or Boeing Service Life Policy. 
 3. Supplier Responsibility. 

If Boeing determines that the Interface Problem is primarily attributable to the design or installation of a Supplier Product, Boeing will assist Customer in
processing a warranty claim against the Supplier. 
 4. Joint Responsibility. 

If Boeing determines that the Interface Problem is partially attributable to the design or installation of a Boeing Product and partially to the design or
installation of a Supplier Product, Boeing will seek a solution to the Interface Problem through the cooperative efforts of Boeing and the Supplier and will promptly advise Customer of the resulting corrective actions and recommendations. 

5. General. 
 Customer will, if requested by Boeing, assign to
Boeing any of its rights against any supplier as Boeing may require to fulfill its obligations hereunder. 
 6. Disclaimer and Release; Exclusion of
Liabilities. 
 This Part 5 and the rights and remedies of Customer and the obligations of Boeing herein are subject to the DISCLAIMER AND RELEASE and
EXCLUSION OF CONSEQUENTIAL AND OTHER DAMAGES provisions of Article 11 of Part 2 of this Exhibit C. 

  
 C 













 PART 6: BOEING INDEMNITIES AGAINST PATENT AND COPYRIGHT INFRINGEMENT 

1. Indemnity Against Patent Infringement. 
 Boeing will defend
and indemnify Customer with respect to all claims, suits and liabilities arising out of any actual or alleged patent infringement through Customer’s use, lease or resale of any aircraft or any Boeing Product installed on an aircraft at
delivery. 
 2. Indemnity Against Copyright Infringement. 

Boeing will defend and indemnify Customer with respect to all claims, suits and liabilities arising out of any actual or alleged copyright infringement
through Customer’s use, lease or resale of any Boeing created Materials and Aircraft Software installed on an aircraft at delivery. 
 3. Exceptions,
Limitations and Conditions. 
 3.1 Boeing’s obligation to indemnify Customer for patent infringement will extend only to infringements in countries
which, at the time of the infringement, were party to and fully bound by either (a) Article 27 of the Chicago Convention on International Civil Aviation of December 7, 1944, or (b) the International Convention for the Protection of
Industrial Property (Paris Convention). 
 3.2 Boeing’s obligation to indemnify Customer for copyright infringement is limited to infringements in
countries which, at the time of the infringement, are members of The Berne Union and recognize computer software as a “work” under The Berne Convention. 

3.3 The indemnities provided under this Part 6 will not apply to any (i) BFE, (ii) engines, (iii) Supplier Product (iv) Boeing Product
used other than for its intended purpose, or (v) Aircraft Software not created by Boeing. 
 3.4 Customer must deliver written notice to Boeing
(i) within 10 days after Customer first receives notice of any suit or other formal action against Customer and (ii) within 20 days after Customer first receives any other allegation or written claim of infringement covered by this
Part 6. 
 3.5 At any time, Boeing will have the right at its option and expense to: 

(i) negotiate with any party claiming infringement, (ii) assume or control the defense of any infringement allegation, claim, suit or formal action,
(iii) intervene in any infringement suit or formal action, and/or (iv) attempt to resolve any claim of infringement by replacing an allegedly infringing Boeing Product or Aircraft Software with a noninfringing equivalent. 

  
 C 













 PRODUCT ASSURANCE DOCUMENT 

3.6 Customer will promptly furnish to Boeing all information, records and assistance within Customer’s possession or control which Boeing considers
relevant or material to any alleged infringement covered by this Part 6. 
 3.7 Except as required by a final judgment entered against Customer by a court
of competent jurisdiction from which no appeals can be or have been filed, Customer will obtain Boeing’s written approval prior to paying, committing to pay, assuming any obligation or making any material concession relative to any infringement
covered by these indemnities. 
 3.8 BOEING WILL HAVE NO OBLIGATION OR LIABILITY UNDER THIS PART 6 FOR LOSS OF USE, REVENUE OR PROFIT, OR FOR ANY OTHER
INCIDENTAL OR CONSEQUENTIAL DAMAGES. THE OBLIGATIONS OF BOEING AND REMEDIES OF CUSTOMER IN THIS PART 6 ARE EXCLUSIVE AND IN SUBSTITUTION FOR, AND CUSTOMER HEREBY WAIVES, RELEASES AND RENOUNCES ALL OTHER INDEMNITIES, OBLIGATIONS AND LIABILITIES OF
BOEING AND ALL OTHER RIGHTS, CLAIMS AND REMEDIES OF CUSTOMER AGAINST BOEING, EXPRESS OR IMPLIED, ARISING BY LAW OR OTHERWISE, WITH RESPECT TO ANY ACTUAL OR ALLEGED PATENT, COPYRIGHT OR OTHER INTELLECTUAL PROPERTY INFRINGEMENT OR THE LIKE BY ANY
AIRCRAFT, AIRCRAFT SOFTWARE, MATERIALS, TRAINING, SERVICES OR OTHER THING PROVIDED UNDER THIS AGTA AND THE APPLICABLE PURCHASE AGREEMENT. 
 3.9 For the
purposes of this Part 6, “BOEING or Boeing” is defined as The Boeing Company, its divisions, subsidiaries, affiliates, the assignees of each and their respective directors, officers, employees and agents. 

  
 C 













 EXHIBIT D 

TO 
 AIRCRAFT GENERAL
TERMS AGREEMENT 
 AGTA-COP 

BETWEEN 
 THE BOEING
COMPANY 
 AND 

COPA HOLDINGS, S.A. 

ESCALATION ADJUSTMENT 

AIRFRAME AND OPTIONAL FEATURES 
 (FOR
MODEL 717-200, 737-600, 737-700, 737-800 AND 737-900, 
 THE AIRFRAME PRICE INCLUDES THE ENGINE PRICE AT ITS BASIC THRUST LEVEL.) 

  
 D 













 EXHIBIT D 

ESCALATION ADJUSTMENT 
 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
the applicable 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: 
 P(a) = (P+B)(L + M) - P 

Where: 
 P(a) = Airframe Price Adjustment.
(For Model 717-200, 737-600, 737-700, 737-800 and 737-900, the Airframe Price includes the Engine Price at its basic thrust level.) 
  

							
	L =	  	.65 x	  	ECI	  	 where ECI(b) is the base year index (as set
forth in Table 1 of the applicable
purchase
agreement)

		  		  	  

		  		  	ECI(b)
				
	M =	  	.35 x	  	ICI	  	 where ICI(b) is the base year index (as set

forth in Table 1 of the applicable purchase

agreement)

		  		  	  

		  		  	ICI(b)

 P = Airframe Price plus Optional Features Price (as set forth in the applicable purchase agreement). 

B = 0.005 x (N/12) x (P) where N is the calendar month and year of scheduled Aircraft delivery minus the calendar month and year of the Base Price Year,
both as shown in Table 1 of the applicable purchase agreement. 
 ECI is a value determined using the U.S. Department of Labor, Bureau of Labor Statistics
“Employment Cost Index for workers in aerospace manufacturing - Wages and Salaries” (ECI code 3721W), calculated by establishing a three-month arithmetic average value (expressed as a decimal and rounded to the nearest tenth) using the
values for the fifth, sixth and seventh 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 month of March will be used
for the months of January and February; the value for June used for April and May; the value for September used for July and August; and the value for December used for October and November. 

  
 D 













 ICI is a value determined using the U.S. Department of Labor, Bureau of Labor Statistics “Producer
Prices and Price Index - Industrial Commodities Index “, calculated as a 3-month arithmetic average of the released monthly values (expressed as a decimal and rounded to the nearest tenth) using the values for the 5th, 6th and 7th months prior
to the month of scheduled delivery of the applicable aircraft. 
 As an example, for an aircraft scheduled to be delivered in the month of January, the
months June, July and August of the preceding year will be utilized in determining the value of ECI and ICI. 
 Note: i. In determining the values of L and
M, all calculations and resulting values will be expressed as a decimal rounded to the nearest ten- thousandth. 
 ii. .65 is the numeric ratio attributed
to labor in the Airframe Price Adjustment formula. 
 iii. .35 is the numeric ratio attributed to materials in the Airframe Price Adjustment formula. 

iv. The denominators (base year indices) are the actual average values reported by the U.S. Department of Labor, Bureau of Labor Statistics (base year June
1989 = 100). The applicable base year and corresponding denominator will be provided by Boeing in the applicable purchase agreement. 
 v. If the calculated
sum of L + M is less than 1.0000, then the value of the sum is adjusted to 1.0000. 
 2. Values to be Utilized in the Event of Unavailability. 

2.1 If the Bureau of Labor Statistics substantially revises the methodology used for the determination of the values to be used to determine the ECI and ICI
values (in contrast to benchmark adjustments or other corrections of previously released values), or for any reason has not released values needed to determine the applicable Airframe Price Adjustment, the parties will, prior to the delivery of any
such aircraft, select a substitute from other Bureau of Labor Statistics data or similar data reported by non-governmental organizations. Such substitute will result in the same adjustment, insofar as possible, as would have been calculated
utilizing the original values adjusted for fluctuation during the applicable time period. However, if within 24 months after delivery of the aircraft, the Bureau of Labor Statistics should resume releasing values for the months needed to determine
the Airframe Price Adjustment, such values will be used to determine any increase or decrease in the Airframe Price Adjustment for the aircraft from that determined at the time of delivery of the aircraft. 

  
 D 













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

2.3 In the event escalation provisions are made non-enforceable or otherwise rendered void by any agency of the United States Government, the parties agree,
to the extent they may lawfully do so, to equitably adjust the Purchase Price of any affected aircraft to reflect an allowance for increases or decreases in labor compensation and material costs occurring since February, 1995, which is consistent
with the applicable provisions of paragraph 1 of this Exhibit D. 
 Note: i. The values released by the Bureau of Labor Statistics and available to Boeing
30 days prior to the scheduled delivery month of an aircraft will be used to determine the ECI and ICI values for the applicable months (including those noted as preliminary by the Bureau of Labor Statistics) 

to calculate the Airframe Price Adjustment for the aircraft invoice at the time of delivery. The values will be considered final and no Aircraft 

Price Adjustments will be made after Aircraft delivery for any subsequent changes in published Index values. 

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

  
 D 













 SAMPLE INSURANCE 

CERTIFICATE 

BROKER’S LETTERHEAD 
 [ date ] 

Certificate of Insurance 
  

			
	ISSUED TO:	  	 The Boeing Company Post Office Box 3707


Mail Stop 13-57

 Seattle, Washington 98124

Attn: Manager - Aviation Insurance for
 Vice
President - Employee Benefits, Insurance and Taxes

		
	CC:	  	 Boeing Commercial Airplane Group
 P.O. Box
3707
 Mail Stop 75-38
 Seattle, Washington 98124-2207

U.S.A.
 Attn: Vice President - Contracts 

		
	NAMED INSURED:	  	 COPA HOLDINGS, S.A.


 We hereby certify that in our capacity as Brokers to the Named Insured, the following described insurance is in force on this
date: 
 INSURER POLICY NO. PARTICIPATION 
 POLICY
PERIOD: From [date and time of inception of the Policy(ies)] to [date and time of expiration]. 
 GEOGRAPHICAL LIMITS: Worldwide (however, as respects
“Aircraft Hull War and Allied Perils” Insurance, as agreed by Boeing). 

  
 App. I 













 AIRCRAFT INSURED: All Boeing manufactured aircraft owned or operated by the Named Insured which are the
subject of the following purchase agreement(s), entered into between The Boeing Company and
                        (hereinafter “Aircraft”): 

Purchase Agreement No.             dated
            Purchase Agreement No.             dated
             
 COVERAGES: 

1. AIRCRAFT “ALL RISKS” HULL (GROUND AND FLIGHT) 
 2.
AIRCRAFT HULL WAR AND ALLIED PERILS (AS PER LSW 555, OR ITS SUCCESSOR WORDING) 
 3. AIRLINE LIABILITY 

Including, but not limited to, Bodily Injury, Property Damage, Aircraft Liability, Liability War Risks, Passenger Legal Liability, Premises/Operations
Liability, Completed Operations/Products Liability, Baggage Legal Liability (checked and unchecked), Cargo Legal Liability, Contractual Liability and Personal Injury. 

The above-referenced Airline Liability insurance coverage is subject to War and Other Perils Exclusion Clause (AV48B) but all sections, other than section
(b) are reinstated as per AV52C, or their successor endorsements. 
 LIMITS OF LIABILITY: 

To the fullest extent of the Policy limits that the Named Insured carries from the time of delivery of the first Aircraft under the first Purchase Agreement
listed under “Aircraft Insured” and thereafter at the inception of each policy period, but in any event no less than the following: 
 Combined
Single Limit Bodily Injury and Property Damage: U.S.$ any one occurrence each Aircraft (with aggregates as applicable). 
  

					
	 (717-200)
	  	US$	300,000,000	 
	 (737-500/600)
	  	US$	350,000,000	 
	 (737-300/700)
	  	US$	400,000,000	 
	 (737-400)
	  	US$	450,000,000	 
	 (737-800)
	  	US$	500,000,000	 
	 (757-200)
	  	US$	525,000,000	 
	 (757-300)
	  	US$	550,000,000	 
	 (767-200)
	  	US$	550,000,000	 
	 (767-300)
	  	US$	700,000,000	 
	 (767-400ERX)
	  	US$	750,000,000	 
	 (777-200X)
	  	US$	750,000,000	 
	 (MD-11)
	  	US$	800,000,000	 


  
 App. I 













 SAMPLE 

INSURANCE CERTIFICATE 
  

					
	 	  	SAMPLE
INSURANCE
CERTIFICATE	 
	 (777-200/300)
	  	US$	800,000,000	 
	 (777-300X)
	  	US$	900,000,000	 
	 (747-400)
	  	US$	900,000,000	 

 (In regard to all other models and/or derivatives, to be specified by Boeing). 

(In regard to Personal Injury coverage, limits are US$25,000,000 any one offense/aggregate.) 

DEDUCTIBLES / SELF-INSURANCE 
 Any deductible and/or
self-insurance amount (other than standard market deductibles) are to be disclosed and agreed by Boeing. 
 SPECIAL PROVISIONS APPLICABLE TO BOEING:

 It is certified that Insurers are aware of the terms and conditions of AGTA-COP and the following purchase agreements: 

PA          dated          

PA          dated          

PA          dated          

Each Aircraft manufactured by Boeing which is delivered to the Insured pursuant to the applicable purchase agreement during the period of effectivity of the
policies represented by this Certificate will be covered to the extent specified herein. 
 Insurers have agreed to the following: 

A. In regard to Aircraft “all risks” Hull Insurance and Aircraft Hull War and Allied Perils Insurance, Insurers agree to waive all rights of
subrogation or recourse against Boeing in accordance with AGTA-COP which was incorporated by reference into the applicable purchase agreement. 
 B. In
regard to Airline Liability Insurance, Insurers agree: 
 (1) To include Boeing as an additional insured in accordance with Customer’s undertaking in
Article 8.2.1 of AGTA-COP which was incorporated by reference into the applicable purchase agreement. 
 (2) To provide that such insurance will be primary
and not contributory nor excess with respect to any other insurance available for the protection of Boeing; 
 (3) To provide that with respect to the
interests of Boeing, such insurance shall not be invalidated or minimized by any action or inaction, omission or misrepresentation by the Insured or any other person or party (other than Boeing) regardless of any breach or violation of any warranty,
declaration or condition contained in such policies; 

  
 App. I 














 SAMPLE 

PURCHASE AGREEMENT ASSIGNMENT 
  

 (4) To provide that all provisions of the insurance coverages referenced above, except the limits of
liability, will operate to give each Insured or additional insured the same protection as if there were a separate Policy issued to each. 
 C. In regard to
all of the above referenced policies: 
 (1) Boeing will not be responsible for payment, set-off, or assessment of any kind or any premiums in connection
with the policies, endorsements or coverages described herein; 
 (2) If a policy is canceled for any reason whatsoever, or any substantial change is made
in the coverage which affects the interests of Boeing or if a policy is allowed to lapse for nonpayment of premium, such cancellation, change or lapse shall not be effective as to Boeing for thirty (30) days (in the case of war risk and allied
perils coverage seven (7) days after sending, or such other period as may from time to time be customarily obtainable in the industry) after receipt by Boeing of written notice from the Insurers or the authorized representatives or Broker of
such cancellation, change or lapse; and 
 (3) For the purposes of the Certificate, “Boeing” is defined as The Boeing Company, its divisions,
subsidiaries, affiliates, the assignees of each and their respective directors, officers, employees and agents. 
 SUBJECT TO THE TERMS, CONDITIONS,
LIMITATIONS AND EXCLUSIONS OF THE RELATIVE POLICIES. 
 (signature) 

(typed name) 
 (title) 

  
 App. I 













 SAMPLE 

INSURANCE CERTIFICATE 
 THIS PURCHASE
AGREEMENT ASSIGNMENT (Assignment) dated as of                  19_ between COPA HOLDINGS, S.A., a company organized under the laws of
                 (Assignor) and                 , a company organized under
the laws of                  (Assignee). Capitalized terms used herein without definition will have the same meaning as in the Boeing Purchase Agreement. 

Assignor and The Boeing Company, a Delaware corporation (Boeing), are parties to the Boeing Purchase Agreement, providing, among other things, for the sale by
Boeing to Assignor of certain aircraft, engines and related equipment, including the Aircraft. 
 Assignee wishes to acquire the Aircraft and certain rights
and interests under the Boeing Purchase Agreement and Assignor, on the following terms and conditions, is willing to assign to Assignee certain of Assignor’s rights and interests under the Boeing Purchase Agreement. Assignee is willing to
accept such assignment. 
 It is agreed as follows: 
 1. For
all purposes of this Assignment, the following terms will have the following meanings: 
 Aircraft - one Boeing Model
                 aircraft, bearing manufacturer’s serial number
                , together with all engines and parts installed on such aircraft on the Delivery Date. 

Boeing - Boeing shall include Boeing Sales Corporation (a wholly-owned subsidiary of Boeing), a Guam corporation, and its successors and — ——
assigns. 
 Boeing Purchase Agreement — Purchase Agreement No.
                 dated as of                  between Boeing and Assignor,
as amended, but excluding                 , providing, among other things, for the sale by Boeing to Assignor of the Aircraft, as said agreement may be further
amended to the extent permitted by its terms. The Purchase Agreement incorporated by reference Aircraft General Terms Agreement AGTA/         (AGTA). 

Delivery Date - the date on which the Aircraft is delivered by Boeing to Assignee pursuant to and subject to the terms and conditions of the Boeing Purchase
Agreement and this Assignment. 
 2. Assignor does hereby assign to Assignee all of its rights and interests in and to the Boeing Purchase Agreement, as and
to the extent that the same relate to the Aircraft and the purchase and operation thereof, except as and to the extent expressly reserved below, including, without limitation, in such assignment: [TO BE COMPLETED BY THE PARTIES.] 

  
 App. II 














 SAMPLE 

PURCHASE AGREEMENT ASSIGNMENT 
  

 {EXAMPLES 

(a) the right upon valid tender to purchase the Aircraft pursuant to the Boeing Purchase Agreement subject to the terms and conditions thereof and the right to
take title to the Aircraft and to be named the “Buyer” in the bill of sale for the Aircraft; 
 (b) the right to accept delivery of the Aircraft;

 (c) all claims for damages arising as a result of any default under the Boeing Purchase Agreement in respect of the Aircraft; 

(d) all warranty and indemnity provisions contained in the Boeing Purchase Agreement, and all claims arising thereunder, in respect of the Aircraft; and 

(e) any and all rights of Assignor to compel performance of the terms of the Boeing Purchase Agreement in respect of the Aircraft.} 

Reserving exclusively to Assignor, however: 
 {EXAMPLES

 (i) all Assignor’s rights and interests in and to the Boeing Purchase Agreement as and to the extent the same relates to aircraft other than the
Aircraft, or to any other matters not directly pertaining to the Aircraft; 
 (ii) all Assignor’s rights and interests in or arising out of any advance
or other payments or deposits made by Assignor in respect of the Aircraft under the Boeing Purchase Agreement and any amounts credited or to be credited or paid or to be paid by Boeing in respect of the Aircraft; 

(iii) the right to obtain services, training, information and demonstration and test flights pursuant to the Boeing Purchase Agreement; and 

(iv) the right to maintain plant representatives at Boeing’s plant pursuant to the Boeing Purchase Agreement.} 

Assignee hereby accepts such assignment. 
 3. Notwithstanding
the foregoing, so long as no event of default or termination under [specify document] has occurred and is continuing, Assignee hereby authorizes Assignor, to the exclusion of Assignee, to exercise in Assignor’s name all rights and powers of
Customer under the Boeing Purchase Agreement in respect of the Aircraft. 

  
 App. II 














 SAMPLE 

PURCHASE AGREEMENT ASSIGNMENT 
  

 4. For all purposes of this Assignment, Boeing will not be deemed to have knowledge of or need recognize the
occurrence, continuance or the discontinuance of any event of default or termination under [specify document] unless and until Boeing receives from Assignee written notice thereof, addressed to its Vice President - Contracts, Boeing Commercial
Airplane Group at P.O. Box 3707, Seattle, Washington 98124, if by mail, or to 32-9430 Answerback BOEINGREN RNTN, if by telex. Until such notice has been given, Boeing will be entitled to deal solely and exclusively with Assignor. Thereafter, until
Assignee has provided Boeing written notice that any such events no longer continue, Boeing will be entitled to deal solely and exclusively with Assignee. Boeing may act with acquittance and conclusively rely on any such notice. 

5. It is expressly agreed that, anything herein contained to the contrary notwithstanding: (a) prior to the Delivery Date Assignor will perform its
obligations with respect to the Aircraft to be performed by it on or before such delivery, (b) Assignor will at all times remain liable to Boeing under the Boeing Purchase Agreement to perform all obligations of Customer thereunder to the same
extent as if this Assignment had not been executed, and (c) the exercise by Assignee of any of the assigned rights will not release Assignor from any of its obligations to Boeing under 

the Boeing Purchase Agreement, except to the extent that such exercise constitutes performance of such obligations. 

6. Notwithstanding anything contained in this Assignment to the contrary (but without in any way releasing Assignor from any of its obligations under the
Boeing Purchase Agreement), Assignee confirms for the benefit of Boeing that, insofar as the provisions of the Boeing Purchase Agreement relate to the Aircraft, in exercising any rights under the Boeing Purchase Agreement, or in making any claim
with respect to the Aircraft or other things (including, without limitation, Material, training and services) delivered or to be delivered pursuant to the Boeing Purchase Agreement, the terms and conditions of the Boeing Purchase Agreement,
including, without limitation, the DISCLAIMER AND RELEASE and EXCLUSION OF CONSEQUENTIAL AND OTHER DAMAGES in Article 11 of Part 2 of Exhibit C to the Aircraft General Terms Agreement which was incorporated by reference into the Boeing Purchase
Agreement and the insurance provisions in Article 8.2 of the Aircraft General Terms Agreement which was incorporated by reference into the Boeing Purchase Agreement therein, will apply to and be binding on Assignee to the same extent as if Assignee
had been the original “Customer” thereunder. Assignee further agrees, expressly for the benefit of Boeing, upon the written request of Boeing, Assignee will promptly execute and deliver such further assurances and documents and take such
further action as Boeing may reasonably request in order to obtain the full benefits of Assignee’s agreements in this paragraph. 
 7. Nothing
contained herein will subject Boeing to any liability to which it would not otherwise be subject under the Boeing Purchase Agreement or modify in any respect the contract rights of Boeing thereunder, or require Boeing to divest itself of title to or
possession of the Aircraft or other things until delivery thereof and payment therefor as provided therein. 

  
 App. II 














 SAMPLE 

PURCHASE AGREEMENT ASSIGNMENT 
  

 8. Notwithstanding anything in this Assignment to the contrary, after receipt of notice of any event of
default or termination under [specify document], Boeing will continue to owe to Assignor moneys in payment of claims made or obligations arising before such notice, which moneys may be subject to rights of set-off available to Boeing under
applicable law. Similarly, after receipt of notice that such event of default or termination no longer continues, Boeing will continue to owe to Assignee moneys in payment of claims made or obligations arising before such notice, which moneys may be
subject to rights of set-off available to Boeing under applicable law. 
 9. Effective at any time after an event of default has occurred, and for so long
as such event of default is continuing, Assignor does hereby constitute Assignee, Assignor’s true and lawful attorney, irrevocably, with full power (in the name of Assignor or otherwise) to ask, require, demand, receive, and give acquittance
for any and all moneys and claims for moneys due and to become due under or arising out of the Boeing Purchase Agreement in respect of the Aircraft, to the extent assigned by this Assignment. 

10. Assignee agrees, expressly for the benefit of Boeing and Assignor that it will not disclose, directly or indirectly, any terms of the Boeing Purchase
Agreement; provided, that Assignee may disclose any such information 
 (a) to its special counsel and public accountants, (b) as required by applicable
law to be disclosed or to the extent that Assignee may have received a subpoena or other written demand under color of legal right for such information, but it will first, as soon as practicable upon receipt of such requirement or demand, furnish an
explanation of the basis thereof to Boeing, and will afford Boeing reasonable opportunity, to obtain a protective order or other reasonably satisfactory assurance of confidential treatment for the information required to be disclosed, and
(c) to any bona fide potential purchaser or lessee of the Aircraft. Any disclosure pursuant to (a) and (c) above will be subject to execution of a confidentiality agreement substantially similar to this paragraph 10. 

11. This Assignment may be executed by the parties in separate counterparts, each of which when so executed and delivered will be an original, but all such
counterparts will together constitute but one and the same instrument. 
 12. This Assignment will be governed by, and construed in accordance with, the
laws of [                            ]. 

 

									
	 	 		 	 
	as Assignor	 		 	as Assignee
					
	By	 	 

            
	 		 	By	 	 

            



  
 App. II 














 SAMPLE 

PURCHASE AGREEMENT ASSIGNMENT 
  

 Name: Name: 

Title: Title: 
 [If the Assignment is further assigned by
Assignee in connection with a financing, the following language needs to be included.] 
 Attest: 

The undersigned, as [Indenture Trustee/Agent for the benefit of the Loan Participants/Mortgagee] and as assignee of, and holder of a security interest in, the
estate, right, and interest of the Assignee in and to the foregoing Purchase Agreement Assignment and the Purchase Agreement pursuant to the terms of a certain [Trust Indenture/Mortgage] dated as of
                    , agrees to the terms of the foregoing Purchase Agreement Assignment and agrees that its rights and remedies under such
[Trust Indenture/Mortgage] shall be subject to the terms and conditions of the foregoing Purchase Agreement Assignment, including, without limitation, paragraph 6. 

[Name of Entity], 
 as Indenture Trustee/Agent 

By 
 Name: 

Title: 

  
 App. II 














 SAMPLE 

PURCHASE AGREEMENT ASSIGNMENT 
  

 CONSENT AND AGREEMENT OF 

THE BOEING COMPANY 
 THE BOEING COMPANY, a Delaware
corporation (Boeing), hereby acknowledges notice of and consents to the foregoing Purchase Agreement Assignment (Assignment). Boeing confirms to Assignee that: all representations, warranties, indemnities and agreements of Boeing under the Boeing
Purchase Agreement with respect to the Aircraft will, subject to the terms and conditions thereof and of the Assignment, inure to the benefit of Assignee to the same extent as if Assignee were originally named “Customer” therein. 

This Consent and Agreement will be governed by, and construed in accordance with, the law of the State of Washington, excluding the conflict of laws
principles thereof. 
 Dated as of
                    , 199     

THE BOEING COMPANY 
 By 

Name: 
 Title: Attorney-in-Fact 

Aircraft Manufacturer’s Serial
Number(s)                     

  
 App. II 














 SAMPLE 
  

 In connection with the sale by COPA HOLDINGS, S.A. (Seller) to
                         (Purchaser) of the aircraft identified below, reference is made to Purchase Agreement
No.             dated as of                  , 19    , between The
Boeing Company (Boeing) and Seller (the Purchase Agreement) under which Seller purchased certain Boeing Model             aircraft, including the aircraft bearing Manufacturer’s
Serial No.(s)                          (the Aircraft). The Purchase Agreement incorporated by reference Aircraft General
Terms Agreement AGTA-COP (AGTA). 
 Capitalized terms used herein without definition will have the same meaning as in the Purchase Agreement. 

Seller has sold the Aircraft, including in that sale the transfer to Purchaser of all remaining rights related to the Aircraft under the Purchase Agreement.
To accomplish this transfer of rights, as authorized by the provisions of the Purchase Agreement: 
 (1) Purchaser acknowledges it has reviewed the Purchase
Agreement and agrees to be bound by and comply with all applicable terms and conditions of the Purchase Agreement, including, without limitation, the DISCLAIMER AND RELEASE and EXCLUSION OF CONSEQUENTIAL AND OTHER DAMAGES in Article 11 of Part 2 of
Exhibit C to the AGTA and the insurance provisions in Article 8.2 of the AGTA. Purchaser further agrees upon the written request of Boeing, to promptly execute and deliver such further assurances and documents and take such further action as Boeing
may reasonably request in order to obtain the full benefits of Purchaser’s agreements in this paragraph; and 
 (2) Seller will remain responsible for
any payments due Boeing as a result of obligations relating to the Aircraft incurred by Seller to Boeing prior to the effective date of this letter. 

  
 App. III















 SAMPLE 

POST-DELIVERY SALE NOTICE 
  

 We request that Boeing acknowledge receipt of this letter and confirm the transfer of rights set forth above
by signing the acknowledgment and forwarding one copy of this letter to each of the undersigned. 
  

									
	 Very truly yours,
  

COPA HOLDINGS, S.A. 
	 		 	Purchaser
					
	By	 	                	 		 	By	 	                
					
	Its	 	                	 		 	Its	 	                
					
	 Dated
	 	                	 		 	Dated	 	                

 Receipt of the above letter is acknowledged and transfer of rights under the Purchase Agreement with respect to the Aircraft
is confirmed, effective as of this date. 
 THE BOEING COMPANY 

By 
 Its Attorney-in-Fact 

Dated 
 Aircraft Manufacturer’s Serial
Number                      

  
 App.
III 














 SAMPLE 
  

 In connection with the lease by COPA HOLDINGS, S.A. (Lessor) to
                     (Lessee) of the aircraft identified below, reference is made to Purchase Agreement No.
             dated as of                 , 19    , between The
Boeing Company (Boeing) and Lessor (the Purchase Agreement) under which Lessor purchased certain Boeing Model              aircraft, including the aircraft bearing
Manufacturer’s Serial No.(s)                         (the Aircraft). The Purchase Agreement incorporated by reference
Aircraft General Terms Agreement AGTA-COP (AGTA). 
 Capitalized terms used herein without definition will have the same meaning as in the Purchase
Agreement. 
 Lessor has leased the Aircraft, including in that lease the transfer to Lessee of all remaining rights related to the Aircraft under the
Purchase Agreement. To accomplish this transfer of rights, as authorized by the provisions of the Purchase Agreement: 
 (1) Lessor authorizes Lessee to
exercise, to the exclusion of Lessor, all rights and powers of Lessor with respect to the remaining rights related to the Aircraft under the Purchase Agreement. This authorization will continue until Boeing receives written notice from Lessor to the
contrary, addressed to Vice President - Contracts, Mail Stop 75-38, Boeing Commercial Airplane Group, P.O. Box 3707, Seattle, Washington 98124-2207. Until Boeing receives such notice, Boeing is entitled to deal exclusively with Lessee with respect
to the Aircraft under the Purchase Agreement. With respect to the rights and obligations of Lessor under the Purchase Agreement, all actions taken or agreements entered into by Lessee during the period prior to Boeing’s receipt of this notice
are final and binding on Lessor. Further, any payments made by Boeing as a result of claims made by Lessee will be made to the credit of Lessee. 
 (2)
Lessee accepts the authorization above, acknowledges it has reviewed the Purchase Agreement and agrees to be bound by and comply with all applicable terms and conditions of the Purchase Agreement including, without limitation, the DISCLAIMER AND
RELEASE and EXCLUSION OF CONSEQUENTIAL AND OTHER DAMAGES in Article 11 of Part 2 of Exhibit C AGTA and the insurance provisions in Article 8.2 of the AGTA. Lessee further agrees, upon the written request of Boeing, to promptly execute and deliver
such further assurances and documents and take such further action as Boeing may reasonably request in order to obtain the full benefits of Lessee’s agreements in this paragraph. 

  
 App. IV 














 SAMPLE 

POST-DELIVERY LEASE NOTICE 
  

 (3) Lessor will remain responsible for any payments due Boeing as a result of obligations relating to the
Aircraft incurred by Lessor to Boeing prior to the effective date of this Notice. 
 We request that Boeing acknowledges receipt of this letter and confirm
the transfer of rights set forth above by signing the acknowledgment and forwarding one copy of this letter to each of the undersigned. 
  

									
	 Very truly yours,
  

COPA HOLDINGS, S.A.
	 		 	Lessee
					
	By	 	                	 		 	By	 	                
					
	Its	 	                	 		 	Its	 	                
					
	 Dated
	 	                	 		 	Dated	 	                

 Receipt of the above letter is acknowledged and transfer of rights under the Purchase Agreement with respect to the Aircraft
is confirmed, effective as of this date. 
 THE BOEING COMPANY 

By 
 Its 

Dated 
 Aircraft Manufacturer’s Serial
Number                      

  
 App. IV 














 SAMPLE 
  

 In connection with the sale/lease by COPA HOLDINGS, S.A. (Seller/Lessor) to
                     (Purchaser/Lessee) of the aircraft identified below, reference is made to the following documents: 

(i) Purchase Agreement No.              dated as of
            , 19    , between The Boeing Company (Boeing) and Seller/Lessor (the Purchase Agreement) under which Seller/Lessor purchased certain Boeing
                     Model aircraft, including the aircraft bearing Manufacturer’s Serial
No.(s)                     (the Aircraft); and 

(ii) Aircraft Sale/Lease Agreement dated as of             ,
19    , between Seller/Lessor and Purchaser/Lessee (the Aircraft Agreement) under which Seller/Lessor is selling/leasing the Aircraft. 

Capitalized terms used herein without definition will have the same meaning as in the Aircraft Agreement. 

1. Seller/Lessor has sold/leased the Aircraft under the Aircraft Agreement, including therein a form of exculpatory clause protecting Seller/Lessor from
liability for loss of or damage to the aircraft, and/or related incidental or consequential damages, including without limitation loss of use, revenue or profit. 

2. Disclaimer and Release; Exclusion of Liabilities 
 2.1 In
accordance with Seller/Lessor’s obligation under Article 9.5 of AGTA-COP which was incorporated by reference into the Purchase Agreement, Purchaser/Lessee hereby agrees that: 

2.2 DISCLAIMER AND RELEASE. IN CONSIDERATION OF THE SALE/LEASE OF THE AIRCRAFT, PURCHASER/LESSEE HEREBY WAIVES, RELEASES AND RENOUNCES ALL WARRANTIES,
OBLIGATIONS AND LIABILITIES OF BOEING AND ALL OTHER RIGHTS, CLAIMS AND REMEDIES OF PURCHASER/LESSEE AGAINST BOEING, EXPRESS OR IMPLIED, ARISING BY LAW OR OTHERWISE, WITH RESPECT TO ANY NONCONFORMANCE OR DEFECT IN ANY AIRCRAFT, BOEING 

  
 App. V 














 SAMPLE 

PURCHASER’S/LESSEE’S AGREEMENT 
  

 PRODUCT, MATERIALS, TRAINING, SERVICES OR OTHER THING PROVIDED UNDER THE AIRCRAFT AGREEMENT, INCLUDING,
BUT NOT LIMITED TO: 
 (A) ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS; 

(B) ANY IMPLIED WARRANTY ARISING FROM COURSE OF PERFORMANCE, COURSE OF 

DEALING OR USAGE OF TRADE; 
 (C) ANY OBLIGATION,
LIABILITY, RIGHT, CLAIM OR REMEDY IN TORT, WHETHER OR NOT ARISING FROM THE NEGLIGENCE OF BOEING; AND 
 (D) ANY OBLIGATION, LIABILITY, RIGHT, CLAIM OR
REMEDY FOR LOSS OF OR 
 DAMAGE TO ANY AIRCRAFT. 
 2.3
EXCLUSION OF CONSEQUENTIAL AND OTHER DAMAGES. BOEING WILL HAVE NO OBLIGATION OR LIABILITY, WHETHER ARISING IN CONTRACT (INCLUDING WARRANTY), TORT, WHETHER OR NOT ARISING FROM THE NEGLIGENCE OF BOEING, OR OTHERWISE, FOR LOSS OF USE, REVENUE OR
PROFIT, OR FOR ANY OTHER INCIDENTAL OR CONSEQUENTIAL DAMAGES WITH RESPECT TO ANY NONCONFORMANCE OR DEFECT IN ANY AIRCRAFT, MATERIALS, TRAINING, SERVICES OR OTHER THING PROVIDED UNDER THE AIRCRAFT AGREEMENT. 

2.4 Definitions. For the purpose of this paragraph 2, “BOEING” or “Boeing” is defined as The Boeing Company, its divisions, subsidiaries,
affiliates, the assignees of each, and their respective directors, officers, employees and agents. 
  

									
	 COPA HOLDINGS, S.A.

(Seller/Lessor)
	 		 	Purchaser/Lessee
					
	By	 	                	 		 	By	 	                
					
	Its	 	                	 		 	Its	 	                
					
	 Dated
	 	                	 		 	Dated	 	                


  
 App. V 














 SAMPLE 
  

 Boeing Commercial Airplane Group 

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

Attention: Vice President - Contracts 
 Mail Stop 75-38 

Ladies and Gentlemen: 
 1. Reference is made to Purchase
Agreement No.              dated as of                     ,
19    , between The Boeing Company (Boeing) and COPA HOLDINGS, S.A. (Customer) (the Purchase Agreement), under which Customer purchased certain Boeing Model
                     aircraft including the aircraft bearing Manufacturer’s Serial No.(s)
                     (the Aircraft). The Purchase Agreement incorporated by reference Aircraft General Terms Agreement AGTA-COP (AGTA). 

Capitalized terms used herein without definition will have the same meaning as in the Purchase Agreement. 

To accomplish the appointment of an agent, Customer confirms: 

A. Customer has appointed                      as
agent (Agent) to act directly with Boeing with respect to the remaining warranties under the Purchase Agreement and requests Boeing to treat Agent as Customer for the administration of claims with respect to such warranties; provided however,
Customer remains liable to Boeing to perform the obligations of Customer under the Purchase Agreement. 
 B. Boeing may continue to deal exclusively with
Agent concerning the matters described herein unless and until Boeing receives written notice from Customer to the contrary, addressed to Vice President - Contracts, Mail Stop 75-38, Boeing Commercial Airplane Group, P.O. Box 3707, Seattle,
Washington 98124-2207, U.S.A. With respect to the rights and obligations of Customer under the Purchase Agreement, all actions taken by Agent or agreements entered into by Agent during the period prior to Boeing’s receipt of such notice are
final and binding on Customer. Further, any payments made by Boeing as a result of claims made by Agent will be made to the credit of Agent unless otherwise specified when each claim is submitted. 

C. Customer will remain responsible for any payments due Boeing as a result of obligations relating to the Aircraft incurred by Customer to Boeing prior to
the effective date of this Notice. 

  
 App. VI 














 SAMPLE 

OWNER APPOINTMENT OF AGENT - WARRANTIES 
  

 We request that Boeing acknowledge receipt of this letter and confirm the appointment of Agent as stated
above by signing the acknowledgment and forwarding one copy of this letter to each of the undersigned. 
 Very truly yours, 

COPA HOLDINGS, S.A. 
 By 

  
 App. VI 














 SAMPLE 

AGENT’S AGREEMENT 
  

 Agent accepts the appointment as stated above, acknowledges it has reviewed the Purchase Agreement and agrees
that, in exercising any rights or making any claims thereunder, Agent will be bound by and comply with all applicable terms and conditions of the Purchase Agreement including, without limitation, the DISCLAIMER AND RELEASE and EXCLUSION OF
CONSEQUENTIAL AND OTHER DAMAGES in Article 11 of Part 2 of Exhibit C to the AGTA. Agent further agrees, upon the written request of Boeing, to promptly execute and deliver such further assurances and documents and take such further action as Boeing
may reasonably request in order to obtain the full benefits of the warranties under the Purchase Agreement. 
 Very truly yours, 

Agent 
 By 

Its 
 Dated 

Receipt of the above letter is acknowledged and the appointment of Agent with respect to the above-described rights under the Purchase Agreement is confirmed,
effective as of this date. 
 THE BOEING COMPANY 

By 
 Its 

Dated 
 Aircraft Manufacturer’s Serial
Number                      

  
 App. VI 














 SAMPLE 
  

 Boeing Commercial Airplane Group 

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

Attention: Vice President - Contracts 
 Mail Stop 75-38 

Ladies and Gentlemen: 
 This Agreement is entered into between
                                 (Contractor) and COPA HOLDINGS, S.A. (Customer)
and will be effective as of the date stated below. 
 In connection with Customer’s provision to Contractor of certain Materials, Proprietary Materials
and Proprietary Information, reference is made to Purchase Agreement No.              dated as of
                    , 19     between The Boeing Company (Boeing) and Customer. 

Capitalized terms used herein without definition will have the same meaning as in the Purchase Agreement. 

Boeing has agreed to permit Customer to make certain Materials, Proprietary Materials and Proprietary Information relating to Customer’s Boeing Model
             aircraft, Manufacturer’s Serial Number             , Registration No.
         (the Aircraft) available to Contractor in connection with Customer’s contract with Contractor (the Contract) to maintain/repair/modify the Aircraft. As a condition of receiving the
Proprietary Materials and Proprietary Information, Contractor agrees as follows: 
 1. For purposes of this Agreement: 

“AIRCRAFT SOFTWARE” means software that is installed and used in the operation of an Aircraft. 

“MATERIALS” are defined as any and all items that are created by Boeing or a third party, which are provided directly or indirectly from Boeing and
serve primarily to contain, convey or embody information. Materials may include either tangible embodiments (for example, documents or drawings), or intangible embodiments (for example, software and other electronic forms) of information but
excludes Aircraft Software. 
 “PROPRIETARY INFORMATION” means any and all proprietary, confidential and/or trade secret information owned by
Boeing or a Third Party which is contained, conveyed or embodied in Proprietary Materials. 
 “PROPRIETARY MATERIALS” means Materials that
contain, convey, or embody Proprietary Information. 

  
 App. VII 














 SAMPLE 

CONTRACTOR CONFIDENTIALITY AGREEMENT 
  

 “THIRD PARTY” means anyone other than Boeing, Customer and Contractor. 

2. Boeing has authorized Customer to grant to Contractor a worldwide, non-exclusive, personal and nontransferable license to use Proprietary Materials and
Proprietary Information, owned by Boeing, internally in connection with performance of the Contract or as may otherwise be authorized by Boeing in writing. Contractor will keep confidential and protect from disclosure to any person, entity or
government agency, including any person or entity affiliated with Contractor, all Proprietary Materials and Proprietary Information. Individual copies of all Materials are provided to Contractor subject to copyrights therein, and all such copyrights
are retained by Boeing or, in some cases, by Third Parties. Contractor is authorized to make copies of Materials (except for Materials bearing the copyright legend of a Third Party) provided, however, Contractor preserves the restrictive legends and
proprietary notices on all copies. All copies of Proprietary Materials will belong to Boeing and be treated as Proprietary Materials under this Agreement. 

3. Contractor specifically agrees not to use Proprietary Materials or Proprietary Information in connection with the manufacture or sale of any part or
design. Unless otherwise agreed with Boeing in writing, Proprietary Materials and Proprietary Information may be used by Contractor only for work on the Aircraft for which such Proprietary Materials have been specified by Boeing. Customer and
Contractor recognize and agree that they are responsible for ascertaining and ensuring that all Materials are appropriate for the use to which they are put. 

4. Contractor will not attempt to gain access to information by reverse engineering, decompiling, or disassembling any portion of any software provided to
Contractor pursuant to this Agreement. 
 5. Upon Boeing’s request at any time, Contractor will promptly return to Boeing (or, at Boeing’s option,
destroy) all Proprietary Materials, together with all copies thereof and will certify to Boeing that all such Proprietary Materials and copies have been so returned or destroyed. 

6. To the extent required by a government regulatory agency having jurisdiction over Contractor, Customer or the Aircraft, Contractor is authorized to provide
Proprietary Materials and disclose Proprietary Information to the agency for the agency’s use in connection with Contractor’s, authorized use of such Proprietary Materials and/or Proprietary Information in connection with Contractor’s
maintenance, repair, or modification of the Aircraft. Contractor agrees to take reasonable steps to prevent such agency from making any distribution or disclosure, or additional use of the Proprietary Materials and Proprietary Information so
provided or disclosed. Contractor further agrees to promptly notify Boeing upon learning of any (i) distribution, disclosure, or additional use by such agency, (ii) request to such agency for distribution, disclosure, or additional use, or
(iii) intention on the part of such agency to distribute, disclose, or make additional use of the Proprietary Materials or Proprietary Information. 

  
 App. VII 














 SAMPLE 
  

 7. Boeing is a third-party beneficiary under this Agreement, and Boeing may enforce any and all of the
provisions of the Agreement directly against Contractor. Contractor hereby submits to the jurisdiction of the Washington state courts and the United States District Court for the Western District of Washington with regard to any claims Boeing may
make under this Agreement. It is agreed that Washington law (excluding Washington’s conflict-of-law principles) governs this Agreement. 
 8. No
disclosure or physical transfer by Boeing or Customer to Contractor, of any Proprietary Materials or Proprietary Information covered by this Agreement will be construed as granting a license, other than as expressly set forth in this Agreement or
any ownership right in any patent, patent application, copyright or proprietary information. 
 9. The provisions of this Agreement will apply
notwithstanding any markings or legends, or the absence thereof, on any Proprietary Materials. 
 10. This Agreement is the entire agreement of the parties
regarding the ownership and treatment of Proprietary Materials and Proprietary Information, and no modification of this Agreement will be effective as against Boeing unless in writing signed by authorized representatives of Contractor, Customer and
Boeing. 
 11. Failure by either party to enforce any of the provisions of this Agreement will not be construed as a waiver of such provisions. If any of
the provision of this Agreement is held unlawful or otherwise ineffective by a court of competent jurisdiction, the remainder of the Agreement will remain in full force. 
  

									
	 ACCEPTED AND AGREED TO this
  

Date:                      ,
19        
  
 COPA HOLDINGS,
S.A.
	 		 	Contractor
					
	By	 	                	 		 	By	 	                
					
	Its	 	                	 		 	Its	 	                


  
 App. VII