EX-4.20


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 EXHIBIT 4.20 

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

Supplemental Agreement No. 17 

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

THIS SUPPLEMENTAL AGREEMENT entered into as of
                    , 2008 by and between THE BOEING COMPANY, a Delaware corporation with its principal office in Seattle, Washington,
(Boeing) and COPA HOLDINGS, S.A., INC. (Customer); 
 WHEREAS, the parties hereto entered into Purchase Agreement No. 2191 dated
November 25, 1998 (the Agreement), as amended and supplemented, relating to Boeing Model 737-7V3 and 737-8V3 aircraft (the Aircraft); and 

WHEREAS, Customer and Boeing have come to agreement on the **Material Redacted**; and 

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

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

 

	 	1.1.	 Table of Contents, Tables and Letter Agreements: 



 

	 	1.2.	 Remove and replace, in its entirety the “Table of Contents”, with the “Table of
Contents” attached hereto and hereby made a part of the Agreement, to reflect the changes made by this Supplemental Agreement. 


  

	 	1.3.	 Table 1-9 entitled “Aircraft Information Table for Model 737- 8V3 Aircraft ” is attached
hereto to reflect **Material Redacted**. 


  

	 	1.4.	 Letter Agreement No. 6-1162-LAJ-982R6 entitled “Special Matters” has been revised as follows:
**Material Redacted**. 


  

	 	1.5.	 Letter Agreement No. 6-1162-RLL-4092 entitled “Advance Payment Matters for Aircraft listed in Table 1-
9” is attached hereto to reflect **Material Redacted**. 


  

					
	PA No. 2191	  		  	SA No. 17










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 The Purchase Agreement will be deemed to be supplemented to the extent herein provided as of the date hereof
and as so supplemented will continue in full force and effect. 
 Boeing and Customer have each caused this Supplemental Agreement to be duly executed as of
the day and year first written above. 
  

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

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


  

					
	PA No. 2191	  	Page 2	  	SA No. 17











Table of Contents




 TABLE OF CONTENTS 

 

					
	 	  	SA
NUMBER	 
	 ARTICLES
	  			
		
	 1. Quantity, Model and Description
	  	 	SA 3	 
		
	 2. Delivery Schedule
	  			
		
	 3. Price
	  			
		
	 4. Payment
	  	 	SA 3	 
		
	 5. Miscellaneous
	  			
		
	 TABLE
	  			
		
	 1-1 Aircraft Information Table for Model 737-7V3 Aircraft
	  	 	SA 4	 
	 1-2 Aircraft Information Table for Model 737-8V3 Aircraft
	  	 	SA 5	 
	 1-3 Aircraft Information Table for Model 737-7V3 Aircraft
	  	 	SA 7	 
	 1-4 Aircraft Information Table for Model 737-7V3 Aircraft
	  	 	SA 13	 
	 1-5 Aircraft Information Table for Model 737-8V3 Aircraft
	  	 	SA 13	 
	 1-6 Aircraft Information Table for Model 737-8V3 Aircraft
	  	 	SA 13	 
	 1-7 Aircraft Information Table for Model 737-8V3 Aircraft Option Aircraft
	  	 	SA 13	 
	 1-8 Aircraft Information Table for Model 737-8V3 Aircraft
	  	 	SA 16	 
	 1-9 Aircraft Information Table for Model 737-8V3 Aircraft
	  	 	SA 17	 
		
	 EXHIBIT
	  			
		
	 A-1 Aircraft Configuration for Model 737-7V3 Aircraft
	  	 	SA 3	 
	 A-2 Aircraft Configuration for Model 737-8V3 Aircraft
	  	 	SA 3	 
	 B. Aircraft Delivery Requirements and Responsibilities
	  	 	SA 3	 
		
	 SUPPLEMENTAL EXHIBITS
	  			
		
	 AE1. Escalation Adjustment Airframe and Optional Features
	  	 	SA 10	 
		
	 BFE1. BFE Variables
	  	 	SA 3	 
		
	 CS1. Customer Support Variables
	  	 	SA 3	 
		
	 EE1. Engine Escalation/Engine Warranty and Patent Indemnity
	  			
		
	 SLP1. Service Life Policy Components
	  			


  

					
	PA No. 2191	  		  	SA No. 17











Table of Contents





					
	 	  	SA
NUMBER	 
	 LETTER AGREEMENTS 
	  			
		
	 2191-01 Demonstration Flight Waiver
	  			
	 2191-02 Escalation Sharing
	  			
	 2191-03 Seller Purchased Equipment
	  			
		
	 RESTRICTED LETTER AGREEMENTS

6-1162-DAN -0123 Performance
Guarantees
 6-1162-DAN -0124
Special Matters
 6-1162-DAN -0155
Airframe Escalation Revision

6-1162-DAN -0156 Year 2000 Ready
Software, Hardware and Firmware

6-1162-DAN -0157 Miscellaneous
Matters

6-1162-MJB-0017
 Special Matters
 6-1162-MJB-0030 Special Matters
 6-1162-LAJ-874R Special Matters
	  	 	SA 5	 
	
6-1162-LAJ-874R1
 Special Matters
	  	 	SA 6	 
	
6-1162-LAJ-874R2
 Special Matters
	  	 	SA 7	 
	
6-1162-LAJ-982
 Special Matters
	  	 	SA 8	 
	
6-1162-LAJ-982R3
 Special Matters
	  	 	SA 11	 
	
6-1162-RLL-3852
 737-800 Performance Guarantees
	  	 	SA 9	 
	
6-1162-LAJ-982R4
 Special Matters
	  	 	SA 13	 
	
6-1162-RLL-3958
 737-8V3 Option Aircraft
	  	 	SA 13	 
	
6-1162-LAJ-982R5
 Special Matters
	  	 	SA 16	 
	
6-1162-LAJ-982R6
 Special Matters
	  	 	SA 17	 
	
6-1162-RLL-4092
 Advance Payment Matters for Aircraft Listed in Table 1-9
	  	 	SA 17	 

  

			
	 SUPPLEMENTAL AGREEMENTS
	  	 DATED AS OF:

	 Supplemental Agreement No. 1
	  	June 29, 2001
	 Supplemental Agreement No. 2
	  	December 21, 2001
	 Supplemental Agreement No. 3
	  	June 14, 2002
	 Supplemental Agreement No. 4
	  	December 20, 1002
	 Supplemental Agreement No. 5
	  	October 31, 2003
	 Supplemental Agreement No. 6
	  	September 9, 2004
	 Supplemental Agreement No. 7
	  	December 9, 2004
	 Supplemental Agreement No. 8
	  	April 15, 2005
	 Supplemental Agreement No. 9
	  	March 16, 2006
	 Supplemental Agreement No. 10
	  	May 8, 2006
	 Supplemental Agreement No. 11
	  	August 30, 2006
	 Supplemental Agreement No. 12
	  	February 26, 2007
	 Supplemental Agreement No. 13
	  	April 23, 2007
	 Supplemental Agreement No. 14
	  	August 31, 2007
	 Supplemental Agreement No. 15
	  	February 21, 2008
	 Supplemental Agreement No. 16
	  	June 30, 2008
	 Supplemental Agreement No. 17
	  	December    , 2008


  

					
	PA No. 2191	  		  	SA No. 17











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 Table 1-9 

Aircraft Information Table for 737-8V3 

Delivery, Description, Price and Advance Payments 
  

					
	Airframe Model/MTOW:	  	737-800	  	174200 pounds
			
	Engine Model/Thrust:	  	CFM56-7B26	  	26400 pounds
			
	Airframe Price:	  		  	**Material Redacted**
			
	Optional Features:	  		  	**Material Redacted**
			
	Sub -Total of Airframe and Features:	  		  	**Material Redacted**
			
	Engine Price (Per Aircraft):	  		  	
			
	Aircraft Basic Price (Excluding BFE/SPE):	  		  	**Material Redacted**
			
	Buyer Furnished Equipment (BFE) Estimate:	  		  	
			
	Seller Purchased Equipment (SPE) Estimate:	  		  	**Material Redacted**
			
	Refundable Deposit/Aircraft at Proposal Accept:	  	**Material Redacted**	  	

  

					
	Detail Specification:	  	D6-38808-43-1 Rev. d (7/20/2007) + changes accepted thru MSN 
35125
			
	Airframe Price Base Year/Escalation Formula:	  	Jul -08	  	ECI-MFG/CPI
			
	Engine Price Base Year/Escalation Formula:	  	N/A	  	N/A
			
	Airframe Escalation Data:	  		  	
			
	Base Year Index (ECI):	  	**Material Redacted**	  	
			
	Base Year Index (CPI):	  	**Material Redacted**	  	

  

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

	Delivery	 	Number of	 	Factor	 	Adv Payment Base	 	At Signing	 	24 Mos.	 	21/18/12/9/6 Mos.	 	Total
	 Date        
	 	 Aircraft
	 	 (Airframe)
	 	 Price Per A/P
	 	 1%
	 	 4%
	 	 5%
	 	 30%

	 **Material
	 	**Material	 	**Material	 	**Material	 	**Material	 	**Material	 	**Material	 	**Material
	 Redacted**
	 	Redacted**	 	Redacted**	 	Redacted**	 	Redacted**	 	Redacted**	 	Redacted**	 	Redacted**
	 **Material
	 	**Material	 	**Material	 	**Material	 	**Material	 	**Material	 	**Material	 	**Material
	 Redacted**
	 	Redacted**	 	Redacted**	 	Redacted**	 	Redacted**	 	Redacted**	 	Redacted**	 	Redacted**
	 **Material
	 	**Material	 	**Material	 	**Material	 	**Material	 	**Material	 	**Material	 	**Material
	 Redacted**
	 	Redacted**	 	Redacted**	 	Redacted**	 	Redacted**	 	Redacted**	 	Redacted**	 	Redacted**
								
		 	**Material	 		 		 		 		 		 	
	 TOTAL:
	 	Redacted**	 		 		 		 		 		 	


  

					
	PA No. 2191	  		  	SA No. 17











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 6-1162-LAJ-982R6 

COPA HOLDINGS, S.A. 
 Apartado 1572 

Avenida Justo Arosemena y Calle 39 
 Panama 1, Panama 

Subject:     Special Matters 
  

	Reference:	 Purchase Agreement No. 2191 (the Purchase Agreement) between The Boeing Company (Boeing) and COPA
HOLDINGS, S.A. (Customer) relating to Model 737 aircraft (the Aircraft) 


 This Letter Agreement amends and supplements the Purchase
Agreement. This Letter Agreement supersedes and replaces in its entirety Letter Agreement 6-1162-MJB-0017. All terms used but not defined in this Letter Agreement have the same meaning as in the Purchase Agreement. In consideration of the Aircraft
orders, Boeing provides the following to Customer. 
  

	1.	 **Material Redacted** 



 

	2.	 **Material Redacted** 



 

	3.	 **Material Redacted** 



 

	4.	 **Material Redacted** 



 

	5.	 **Material Redacted** 



 

	6.	 **Material Redacted** 



 

	7.	 **Material Redacted** 



 

	8.	 **Material Redacted** 



 

	9.	 **Material Redacted** 



 

	10.	 **Material Redacted** 



 

	11.	 **Material Redacted** 



 

	12.	 **Material Redacted** 



 

	13.	 Confidentiality. Customer understands that certain commercial and financial information contained in
this Letter Agreement are considered by Boeing as confidential. Customer agrees that it will treat this Letter Agreement and the information contained herein as confidential and will not, without the prior written consent of Boeing, disclose this
Letter Agreement or any information contained herein to any other person or entity except its counsel and/or auditors or as otherwise required by law or legal process. 











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	ACCEPTED AND AGREED TO this
		
	Date:	 	            , 2008
	
	THE BOEING COMPANY
		
	By	 	
                     
                   

		 	Its Attorney-In-Fact
	
	COPA HOLDINGS, S.A.
		
	By	 	
                     
                   

		 	Its Chief Executive Officer










Table of Contents




 



 
 The Boeing Company 

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

6-1162-RLL-4092R1 
 COPA HOLDINGS, S.A. 

Apartado 1572 
 Avenida Justo Arosemena y Calle 39 

Panama 1, Panama 
  

			
	Subject:	  	Advance Payment Matters for Aircraft listed in Table 1-9
		
	Reference:	  	Purchase Agreement No. 2191 (the Purchase Agreement) between The Boeing Company (Boeing) and COPA HOLDINGS, S.A. (Customer) relating to Model 737 aircraft (the Aircraft)

 This Letter Agreement amends and supplements the Purchase Agreement. All terms used but not defined in this Letter Agreement
have the same meaning as in the Purchase Agreement. In consideration of the Aircraft orders, Boeing provides the following to Customer. 
 **Material
Redacted** 
  

	1.	 **Material Redacted** 



 

	2.	 **Material Redacted** 



 

	3.	 **Material Redacted** 



 

	4.	 Confidential Treatment. Customer understands that certain commercial and financial information contained
in this Letter Agreement is considered by Boeing as confidential. Customer agrees that it will treat this Letter Agreement and the information contained herein as confidential and will not, without the prior written consent of Boeing, disclose this
Letter Agreement or any information contained herein to any other person or entity. 


  

			
	Very truly yours,
	
	THE BOEING COMPANY
		
	By	 	
                     
                   

		 	Its Attorney-In-Fact

 P.A. No. 2191 
 Advance
Payment Matters for Aircraft listed in Table 1-9 
 BOEING PROPRIETARY 









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 ACCEPTED AND AGREED TO this 
  

			
	Date:	 	            , 2009
	
	COPA HOLDINGS, S.A.
		
	By	 	
                     
                   

		 	Its Chief Executive Officer

 P.A. No. 2191 
 Advance
Payment Matters for Aircraft listed in Table 1-9 

  
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