Supplemental Agreement No. 22







to







Purchase Agreement No. 2191







between







The Boeing Company







and







COPA Holdings, S.A.







Relating to Boeing Model 737 Aircraft







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







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







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







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







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


 


1.            Capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the Purchase Agreement.  The [***] 737-8V3 aircraft that Customer is purchasing are hereinafter defined as the Table 1-13 Aircraft.







2.            The “Table of Contents” of the Purchase Agreement is revised to reflect the changes made by this Supplemental Agreement 22 and a copy of such revised Table of Contents is attached hereto.







3.            Table 1-13, “Aircraft Delivery, Description, Price and Advance Payments”, attached hereto, is added to the Purchase Agreement providing the delivery and pricing information for the Table 1-13 Aircraft.







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







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








	
PA No. 2191

	
Page 1

	
SA No. 22


September 2010







 




  





  











  








8.            [***]







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







10.          [***]







11.          [***]







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







[***]







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


 



	
PA No. 2191

	
Page 2

	
SA No. 22


September 2010











  





  











  











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:

	
/s/ Kathie Wiebel

	  	
By:

	
/s/ Pedro Heilbron


	  	  	  	  	  
	
Its:

	
Attorney-In-Fact

	  	
Its:

	
Chief Executive Officer













	
PA No. 2191

	
Page 3

	
SA No. 22


September 2010











  





  











  








TABLE OF CONTENTS








	  	 	  	
SA


	
ARTICLES

	 	  	
NUMBER


	  	  	 	  	  
	  	
1.

	 	
Quantity, Model and Description

	
SA 3


	  	  	 	  	  
	  	
2.

	 	
Delivery Schedule

	  
	  	  	 	  	  
	  	
3.

	 	
Price

	  
	  	  	 	  	  
	  	
4.

	 	
Payment

	
SA 3


	  	  	 	  	  
	  	
5.

	 	
Miscellaneous

	  
	  	  	 	  	  
	
TABLE

	 	  	  
	  	  	 	  	  
	  	
1-1

	 	
Aircraft Information Table for Model 737-7V3 Aircraft

	
SA 4


	  	
1-2

	 	
Aircraft Information Table for Model 737-8V3 Aircraft

	
SA 5


	  	
1-3

	 	
Aircraft Information Table for Model 737-7V3 Aircraft

	
SA 7


	  	
1-4

	 	
Aircraft Information Table for Model 737-7V3 Aircraft

	
SA 13


	  	
1-5

	 	
Aircraft Information Table for Model 737-8V3 Aircraft

	
SA 13


	  	
1-6

	 	
Aircraft Information Table for Model 737-8V3 Aircraft

	
SA 21


	  	
1-7

	 	
Aircraft Information Table for Model 737-8V3 Aircraft Option Aircraft

	
SA 13


	  	
1-8

	 	
Aircraft Information Table for Model 737-8V3 Aircraft

	
SA 21


	  	
1-9

	 	
Aircraft Information Table for Model 737-8V3 Aircraft

	
SA 21


	  	
1-10

	 	
Aircraft Information Table for Model 737-8V3 Aircraft

	
SA 21


	  	
1-10A(1)

	 	
Aircraft Information Table for Model 737-8V3 Aircraft

	
SA 21


	  	
1-10A(2)

	 	
Aircraft Information Table for Model 737-8V3 Aircraft

	
SA 21


	  	
1-10B

	 	
Aircraft Information Table for Model 737-8V3 Aircraft

	
SA 21


	  	
1-11

	 	
Aircraft Information Table for Model 737-8V3 Option Aircraft

	
SA 22


	  	
1-12

	 	
Aircraft Information Table for Model 737-8V3 Aircraft

	
SA 21


	  	  	 	  	  
	  	
1-13

	 	
Aircraft Information Table for Model 737-8V3 Aircraft

	
SA 22


	  	  	 	  	  
	  	
1-14

	 	
Aircraft Information Table for Model 737-8V3 Option Aircraft

	
SA 22


	  	  	 	  	  
	
EXHIBIT

	 	  	  
	  	  	 	  	  
	  	
A-1

	 	
Aircraft Configuration for Model 737-7V3 Aircraft

	
SA 3


	  	
A-2

	 	
Aircraft Configuration for Model 737-8V3 Aircraft

	
SA 3













	
PA No. 2191

	
i

	
SA No. 22


September 2010
















  





  











  












	  	
A-3

	 	
Aircraft Configuration for Model 737-8V3 Aircraft

	
SA 18


	  	
A-4

	 	
Aircraft Configuration for Model 737-8V3 Aircraft [***]

	
SA 22


	  	  	 	  	  
	  	
B.

	 	
Aircraft Delivery Requirements and Responsibilities

	
SA 3


	  	  	 	  	  
	
SUPPLEMENTAL EXHIBITS

	  
	  	  	 	  	  
	  	
AE1.

	 	
Escalation Adjustment Airframe and Optional Features

	
SA 10


	  	  	 	  	  
	  	
BFE1.

	 	
BFE Variables

	
SA 22


	  	  	 	  	  
	  	
CS1.

	 	
Customer Support Variables

	
SA 3


	  	  	 	  	  
	  	
EE1.

	 	
Engine Escalation/Engine Warranty and Patent Indemnity

	  
	  	  	 	  	  
	  	
SLP1.

	 	
Service Life Policy Components

	  
	  	  	 	  	  






	
LETTER AGREEMENTS

	  
	  	  	 	  	  
	  	
2191-01

	 	
Demonstration Flight Waiver

	  
	  	
2191-02

	 	
[***]

	  
	  	
2191-03

	 	
Seller Purchased Equipment

	  
	  	
2191-03R1

	 	
Seller Purchased Equipment

	
SA-20


	  	  	 	  	  
	
RESTRICTED LETTER AGREEMENTS

	  
	  	 	  	  
	
6-1162-DAN-0123

	 	
Performance Guarantees

	  
	
6-1162-DAN-0124

	 	
Special Matters

	  
	
6-1162-DAN-0155

	 	
Airframe Escalation Revision

	  
	
6-1162-DAN-0156

	 	
Year 2000 Ready Software, Hardware and Firmware

	  
	
6-1162-DAN-0157

	 	
Miscellaneous Matters

	  
	
6-1162-MJB-0017

	 	
Special Matters

	  
	
6-1162-MJB-0030

	 	
Special Matters

	  
	
6-1162-LAJ-874R

	 	
Special Matters

	
SA 5


	
6-1162-LAJ-874R1

	 	
Special Matters

	
SA 6


	
6-1162-LAJ-874R2

	 	
Special Matters

	
SA 7


	
6-1162-LAJ-982

	 	
Special Matters

	
SA 8


	
6-1162-LAJ-982R3

	 	
Special Matters

	
SA 11


	
6-1162-RLL-3852

	 	
737-800 Performance Guarantees

	
SA 9


	
6-1162-LAJ-982R4

	 	
Special Matters

	
SA 13


	
6-1162-RLL-3958

	 	
737-8V3 Option Aircraft

	
SA 13


	
6-1162-RLL-3958R1

	 	
737-8V3 Option Aircraft

	
SA 18


	
6-1162-RLL-3958R2

	 	
737-8V3 Option Aircraft

	
SA 21


	
6-1162-RLL-3958R3

	 	
737-8V3 Option Aircraft

	
SA 22













	
PA No. 2191

	
ii

	
SA No. 22


September 2010











  





  











  












	
6-1162-LAJ-982R5

	 	
Special Matters

	
SA 16


	
6-1162-LAJ-982R6

	 	
Special Matters

	
SA 17


	
6-1162-LAJ-982R7

	 	
Special Matters

	
SA 18


	
6-1162-LAJ-982R8

	 	
Special Matters

	
SA 22


	
6-1162-RLL-4092

	 	
Advance Payment Matters for Aircraft Listed in Table 1-9

	
SA 17


	
6-1162-KSW-6417

	 	
[***]

	
SA 18


	
6-1162-KSW-6419

	 	
[***]

	
SA 20


	
6-1162-KSW-6419R1

	 	
[***]

	
SA 22


	
6-1162-KSW-6471

	 	
[***]

	  
	  	 	
[***]

	
SA 22


	
LA-1000842

	 	
Installation of Cabin Systems Equipment

	
SA 21


	
LA-10001606

	 	
[***]

	
SA 22













	
PA No. 2191

	
iii

	
SA No. 22


September 2010











  





  











  








 



	
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 15, 2008


	
Supplemental Agreement No. 18

	
July 15, 2009


	
Supplemental Agreement No. 19

	
August 31, 2009


	
Supplemental Agreement No. 20

	
November 19, 2009


	
Supplemental Agreement No. 21

	
May 28, 2010













	
PA No. 2191

	
iv

	
SA No. 22


September 2010
















  





  











  








Table 1-13


Aircraft Delivery, Description, Price and Advance Payments








	
Airframe Model/MTOW:

	
737-800

	
[***]

	 	
Detail Specification:

	
[***]


	
Engine Model/Thrust:

	
CFM56-7B26

	
[***]

	 	
Airframe Price Base Year/Escalation Formula:

	
[***]

	
[***]


	
Airframe Price:

	
[***]

	 	
Engine Price Base Year/Escalation Formula:

	
[***]

	
[***]


	
Optional Features:

	
[***]

	 	  	  	  
	
Sub-Total of Airframe and Features:

	
[***]

	 	
Airframe Escalation Data:

	  	  
	
Engine Price (Per Aircraft):

	
$0

	 	
Base Year Index (ECI):

	
[***]


	
Aircraft Basic Price (Excluding BFE/SPE):

	
[***]

	 	
Base Year Index (CPI):

	
[***]


	
Buyer Furnished Equipment (BFE) Estimate:

	
$0

	 	  	  	  
	
Seller Purchased Equipment (SPE) Estimate:

	
[***]

	 	  	  	  
	  	  	 	  	  	  
	
Refundable Deposit/Aircraft at Proposal Accept:

	
[***]

	 	  	  	  





 



	  	
Number

	
Escalation

	  	  	
Escalation


Estimate


Adv Payment

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


	
Delivery

	
of

	
Factor

	
Serial

	  	
Base

	
[***]

	
[***]

	
[***]

	
[***]


	
Date

	
Aircraft

	
(Airframe)

	
Number

	
Escalation

	
Price Per A/P

	
[***]

	
[***]

	
[***]

	
[***]


	
[***]

	
[***]

	
[***]

	
[***]

	
[***]

	
[***]

	
[***]

	
[***]

	
[***]

	
[***]


	
[***]

	
[***]

	
[***]

	
[***]

	
[***]

	
[***]

	
[***]

	
[***]

	
[***]

	
[***]


	
[***]

	
[***]

	
[***]

	
[***]

	
[***]

	
[***]

	
[***]

	
[***]

	
[***]

	
[***]


	
[***]

	
[***]

	
[***]

	
[***]

	
[***]

	
[***]

	
[***]

	
[***]

	
[***]

	
[***]


	
[***]

	
[***]

	
[***]

	
[***]

	
[***]

	
[***]

	
[***]

	
[***]

	
[***]

	
[***]


	
[***]

	
[***]

	
[***]

	
[***]

	
[***]

	
[***]

	
[***]

	
[***]

	
[***]

	
[***]


	
[***]

	
[***]

	
[***]

	
[***]

	
[***]

	
[***]

	
[***]

	
[***]

	
[***]

	
[***]


	
[***]

	
[***]

	
[***]

	
[***]

	
[***]

	
[***]

	
[***]

	
[***]

	
[***]

	
[***]


	
[***]

	
[***]

	
[***]

	
[***]

	
[***]

	
[***]

	
[***]

	
[***]

	
[***]

	
[***]


	
[***]

	
[***]

	
[***]

	
[***]

	
[***]

	
[***]

	
[***]

	
[***]

	
[***]

	
[***]













	
PA 2191 SA 22

	
Boeing Proprietary

	
9/2010


	
54965 54958

	  	
2











  





  











  












	
[***]

	
[***]

	
[***]

	
[***]

	
[***]

	
[***]

	
[***]

	
[***]

	
[***]

	
[***]


	
[***]

	
[***]

	
[***]

	
[***]

	
[***]

	
[***]

	
[***]

	
[***]

	
[***]

	
[***]


	
[***]

	
[***]

	
[***]

	
[***]

	
[***]

	
[***]

	
[***]

	
[***]

	
[***]

	
[***]


	
[***]

	
[***]

	
[***]

	
[***]

	
[***]

	
[***]

	
[***]

	
[***]

	
[***]

	
[***]


	
[***]

	
[***]

	
[***]

	
[***]

	
[***]

	
[***]

	
[***]

	
[***]

	
[***]

	
[***]


	
[***]

	
[***]

	
[***]

	
[***]

	
[***]

	
[***]

	
[***]

	
[***]

	
[***]

	
[***]


	
[***]

	
[***]

	
[***]

	
[***]

	
[***]

	
[***]

	
[***]

	
[***]

	
[***]

	
[***]


	
[***]

	
[***]

	
[***]

	
[***]

	
[***]

	
[***]

	
[***]

	
[***]

	
[***]

	
[***]


	
[***]

	
[***]

	
[***]

	
[***]

	
[***]

	
[***]

	
[***]

	
[***]

	
[***]

	
[***]


	
[***]

	
[***]

	
[***]

	
[***]

	
[***]

	
[***]

	
[***]

	
[***]

	
[***]

	
[***]













	
PA 2191 SA 22

	
Boeing Proprietary

	
9/2010


	
54965 54958

	  	
2











  





  











  






 





 



	  	
Boeing Commercial Airplanes

	  
	  	
P.O. Box 3707

	  
	  	
Seattle, WA  98124-2207

	  










6-1162-LAJ-982R8







COPA HOLDINGS, S.A.


Urbanizacion Costa del Este


P.O. Box 0816-06819


Panama, Republic of Panama








	
Subject:

	
Special Matters


	  	  
	
Reference:

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












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







In consideration of [***] Boeing provides [***]


[***] Except as otherwise expressly stated below, [***]







1. [***] Concurrent with delivery of each Aircraft,  [***]


[***]







1.1.  [***]







1.2. [***]







2. [***] Concurrent with delivery of each Aircraft, [***]


[***]







2.1. [***]







2.2. [***]








	
PA 2191 SA 22

	
9/2010







 




  





  











  






 





 


COPA HOLDINGS, S.A.


6-1162-LAJ-982R8







3. [***] For those Aircraft that Customer [***]


[***] concurrent with delivery of each such Aircraft, [***]







3.1. [***]







3.2. [***]







4. [***]







4.1. [***] At the time of delivery of the [***] and [***] Aircraft with [***] respectively, Boeing will provide [***]


[***]







4.2 [***]







4.3.1. [***] At the time [***] of each [***] Aircraft delivering [***] Boeing will issue to Customer [***] using [***]







4.2.2 [***]   At the time of delivery of each [***] Aircraft delivering [***] Boeing will issue to Customer [***] to the time of [***]







4.2.3 [***]    At the time of [***] of each [***] Aircraft delivering in [***] , Boeing will issue to Customer a [***] 








	
PA 2191 SA-22

	
2

	
9/2010











  





  











  






 






 


COPA HOLDINGS, S.A.


6-1162-LAJ-982R8




 




4.3 [***] 







If Customer purchases [***] of the [***] Aircraft listed in [***] prior to [***] each [***] Aircraft listed in [***] subject to [***]







5. [***]







Notwithstanding the [***] of the [***] , Customer may [***] Aircraft identified [***] The [***] amounts due are calculated by taking the percentage listed multiplied by the Advance Payment Base Price.  The difference in the amount of [***] and the [***] is the amount of advance payments that are deferred (Deferred Advance Payments).  For those Aircraft not listed in this [***] Customer shall [***]







Tables, 1-5, 1-6, 1-8, 1-10A&B and 1-12 737-8V3Aircraft








	
[***]

	
[***]


	
[***]

	
[***]    % [***]


	
[***] Months Prior to Delivery

	
[***] %


	
[***] Months Prior to Delivery

	
[***] %


	
[***] Months Prior to Delivery

	
[***] %


	
[***] Months Prior to Delivery

	
[***] %


	
[***] Months Prior to Delivery

	
[***] %


	
[***] Months Prior to Delivery

	
[***] %


	
Total

	
[***] %













	
PA 2191 SA-22

	
3

	
9/2010
















  





  











  






 






 


COPA HOLDINGS, S.A.


6-1162-LAJ-982R8




 


Table 1-13 737-8V3Aircraft








	
[***]

	
[***]                     


	
[***]

	
[***] % [***]


	
[***] Months Prior to Delivery

	
[***] %


	
[***] Months Prior to Delivery

	
[***] %


	
[***] Months Prior to Delivery

	
[***] %


	
[***] Months Prior to Delivery

	
[***] %


	
[***] Months Prior to Delivery

	
[***] %


	
Total

	
[***] %












6. [***]   Customer agrees to [***] of this Letter Agreement [***]







6.1     For those Aircraft listed [***] , the [***] will [***] The [***] for the [***] will be made at [***] .  [***] used for this calculation will be [***]







6.2     For those Aircraft listed in [***] , the [***] will [***] The [***] will be [***] and will be reset [***] Interest on [***] will be calculated [***]   Customer will be invoiced for [***]







7. [***] Intentionally omitted.  [***]







8. [***] Customer may exercise [***] for [***] and [***] model Aircraft by giving [***] Boeing will [***] to document [***] and present [***] to Customer for review and approval.







9. [***] Notwithstanding the [***] that would otherwise be calculated pursuant to [***] Boeing and Customer agree to [***]







10. [***] Notwithstanding the [***] that would otherwise be calculated pursuant to [***] Customer may [***] in accordance with the provisions of [***]   Those Aircraft for which Customer has elected to [***]







11. [***] Boeing agrees that, notwithstanding [***] or herein to the contrary at the time [***] the [***] that is determined by [***] applicable to the [***] will not exceed [***] for an Aircraft delivering in [***] As such, for Aircraft, set forth in [***] as of the date of [***]


11.1          If the [***] determined by [***] for a [***] the actual [***] determined by [***]







11.2          If the [***] determined by [***] is more than the [***] the [***] will be used.








	
PA 2191 SA-22

	
4

	
9/2010







 




  





  











  






 






 


COPA HOLDINGS, S.A.


6-1162-LAJ-982R8


 




11.3          For Aircraft, set forth in [***] as of the date of [***] that deliver after [***] as follows:







11.4          If the [***] determined by [***] is less than or equal [***] the [***] will be in accordance [***]







11.5          If the [***] determined by [***] is greater than [***] the [***] in accordance with [***]







11.6          The [***] for [***] identified in the [***] as subject to [***] and which pertains to an Aircraft, set forth in [***] shall be calculated [***]


11.7


12. [***]







Customer and Boeing agree that [***] apply to [***] as described [***] entitled [***] of [***] Customer and Boeing agree that [***] applicable.  The [***] contained in [***] as applicable, as well as the [***]








	
PA 2191 SA-22

	
5

	
9/2010







 




  





  











  






 






 


COPA HOLDINGS, S.A.


6-1162-LAJ-982R8


 





	
13.

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













	
Very truly yours,

	  
	  	  
	
THE BOEING COMPANY

	  
	  	  
	
By

	
/s/ Kathie Wiebel

	  
	  	  
	
Its

	
Attorney-In-Fact

	  
	  	  
	
ACCEPTED AND AGREED TO this

	  
	  	  
	
Date: ______________________________, 2010

	  
	  	  
	
COPA HOLDINGS, S.A.

	  
	  	  
	
By

	
/s/ Pedro Heilbron

	  
	  	  
	
Its

	
Chief Executive Officer

	  











	
PA 2191 SA-22

	
6

	
9/2010







 




  





  











  






 





 



	  	
Boeing Commercial Airplanes

	  
	  	
P.O. Box 3707

	  
	  	
Seattle, WA  98124-2207

	  





 


6-1162-RLL-3958R3







COPA HOLDINGS, S.A.


Urbanizacion Costa del Este


P.O. Box 0816-06819


Panama, Republic of Panama








	
Subject:

	
Option Aircraft


	  	  
	
Reference:

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












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







Boeing agrees [***] The options for [***] have been [***] New [***] are provided in [***]


[***] a copy of each of which is attached hereto.  The [***] are listed in [***] and [***] to this Letter Agreement.  The [***] shown includes [***]







1.            Aircraft Description and Changes







1.1           Aircraft Description:  The Option Aircraft are described by the [***].







1.2           Changes:  The Detail Specification will be revised to include:








	
  

	
(i)

	
[***]








	
  

	
(ii)

	
[***] and








	
  

	
(iii)

	
[***]













	
PA No. 2191

	
SA-22


	
Option Aircraft

	
9/10







 




  





  











  






 






COPA HOLDINGS, S.A


6-1162-RLL-3958R3
















	
2. 

	
Price













	 	
2.1 

	
[***]













	 	
2.2 

	
[***].












2.2.1           [***] The [***] for [***] selected [***] will be [***] as of the date of [***]


 


2.2.2           [***] The [***] and the [***] of [***] for [***] will be [***] the Aircraft, and will be [***]







2.2.3           [***] The [***] of the [***] will be [***]








	
3. 

	
Payment.












3.1           Customer will pay [***] If Customer exercises [***] the [***] If Customer does not [***] Boeing will [***]







3.2           Following [***] The remainder of [***] for the [***] will be [***]








	
PA No. 2191

	
SA-22


	
Option Aircraft

	
9/10











  





2











  











COPA HOLDINGS, S.A


6-1162-RLL-3958R3















4.           Option Exercise.







4.1           Customer may [***] in respect of [***] by giving [***] prior to [***] of the relevant [***] as listed in [***]







4.2           If Boeing must [***] which are dependent on [***] Boeing may [***] If Boeing and Customer fail to agree [***] either party may [***]







5.           [***]







5.1           The (1) [***] and the (1) [***] were [***]  with [***] and (1) [***] These [***]  were [***] in [***] and are not covered in [***] These [***] represent [***]







6.           Contract Terms.







Boeing and Customer will use [***] In the event the parties [***] either party may [***] If Customer and Boeing fail to [***]








	
P.A. 2191

	
SA-22


	
Option Aircraft

	
9/10







 



  





3











  








 


COPA HOLDINGS, S.A


6-1162-RLL-3958R3










 


Very truly yours,








	
THE BOEING COMPANY

	  
	  	  	  
	
By

	
/s/ Kathie Weibel

	  
	  	  	  
	
Its

	
Attorney-In-Fact

	  
	  	  	  
	
ACCEPTED AND AGREED TO this

	  
	  	  
	
Date: September                         , 2010

	  
	  	  
	
COPA HOLDINGS, S.A.

	  
	  	  	  
	
By

	
/s/ Pedro Heilbron

	  
	  	  	  
	
Its

	
Chief Executive Officer

	  
	  	  	  
	
Attachment – Table 1-11 and 1-14

	  











	
P.A. 2191

	
SA-22


	
Option Aircraft

	
9/10











  





4











  











Table 1-11


Option Aircraft Delivery, Description, Price and Advance Payments









	
Airframe Model/MTOW:

	
737-800

	
[***]

	 	
Detail Specification:

	
[***]


	 	 	 	 	 	 	 
	
Engine Model/Thrust:

	
CFM56-7B26

	
[***]

	 	
Airframe Price Base Year/Escalation Formula:

	
[***]

	
[***]


	 	 	 	 	 	 	 
	
Airframe Price:

	
[***]

	 	
Engine Price Base Year/Escalation Formula:

	
[***]

	
[***]


	 	 	 	 	 	 
	
Optional Features:

	
[***]

	 	  	  	  
	 	 	 	 	 	 
	
Sub-Total of Airframe and Features:

	
[***]

	 	
Airframe Escalation Data:

	  	  
	 	 	 	 	 	 
	
Engine Price (Per Aircraft):

	
$0

	 	
Base Year Index (ECI):

	
[***]

	
 


	 	 	 	 	  
	
Aircraft Basic Price (Excluding BFE/SPE):

	
[***]

	 	
Base Year Index (CPI):

	
[***]

	

 




	 	 	 	 	 
	
Buyer Furnished Equipment (BFE) Estimate:

	
$0

	 	  	  	  
	 	 	 	 	 	 
	
Seller Purchased Equipment (SPE) Estimate:

	
[***]

	 	  	  	  
	  	  	 	  	  	  
	
Non-Refundable Deposit/Aircraft at Def Agreemt:

	
[***]

	 	  	  	  





 



	  	 	
Escalation

	  	  	
Escalation


Estimate

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


	
Delivery

	

Number of



	
Factor

	
 

	   	

Adv Payment Base



	
[***]

	
[***]

	
[***]

	
[***]


	
Date

	
Aircraft

	
(Airframe)

	
 

	
 

	
Price Per A/P

	
[***]

	
[***]

	
[***]

	
[***]


	
[***]

	
[***]

	
[***]

	
[***]

	
 

	
[***]

	
[***]

	
[***]

	
[***]

	
[***]


	
[***]

	
[***]

	
[***]

	
[***]

	
 

	
[***]

	
[***]

	
[***]

	
[***]

	
[***]


	
[***]

	
[***]

	
[***]

	
[***]

	
[***]

	
[***]

	
[***]

	
[***]

	
[***]

	
[***]


	
[***]

	
[***]

	
[***]

	
[***]

	
[***]

	
[***]

	
[***]

	
[***]

	
[***]

	
[***]


	
[***]

	
[***]

	
[***]

	
[***]

	
[***]

	
[***]

	
[***]

	
[***]

	
[***]

	
[***]


	
[***]

	
[***]

	
[***]

	
[***]

	
[***]

	
[***]

	
[***]

	
[***]

	
[***]

	
[***]


	
[***]

	
[***]

	
[***]

	
[***]

	
[***]

	
[***]

	
[***]

	
[***]

	
[***]

	
[***]


	
[***]

	
[***]

	
[***]

	
[***]

	
[***]

	
[***]

	
[***]

	
[***]

	
[***]

	
[***]










	
[***]

	
[***]







[***]








	
COP-54039-10.TXT

	
Boeing Proprietary

	
Sep 2010


	
PA No. 2191 SA-22

	  	
Page 1







 




  





 











  











Attachment to


6-1162-RLL-3958R3







Table 1-14


Option Aircraft Delivery, Description, Price and Advance Payments










	
Airframe Model/MTOW:

	
737-800

	
[***]

	 	
Detail Specification:

	
[***]


	 	 	 	 	 	 	 
	
Engine Model/Thrust:

	
CFM56-7B26

	
[***]

	 	
Airframe Price Base Year/Escalation Formula:

	
[***]

	
[***]


	 	 	 	 	 	 	 
	
Airframe Price:

	
[***]

	 	
Engine Price Base Year/Escalation Formula:

	
[***]

	
[***]


	 	 	 	 	 	 
	
Optional Features:

	
[***]

	 	  	  	  
	 	 	 	 	 	 
	
Sub-Total of Airframe and Features:

	
[***]

	 	
Airframe Escalation Data:

	  	  
	 	 	 	 	 	 
	
Engine Price (Per Aircraft):

	
$0

	 	
Base Year Index (ECI):

	
[***]


	 	 	 	 	 
	
Aircraft Basic Price (Excluding BFE/SPE):

	
[***]

	 	
Base Year Index (CPI):

	
[***]


	 	 	 	 	 
	
Buyer Furnished Equipment (BFE) Estimate:

	
$0

	 	  	  	  
	 	 	 	 	 	 
	
Seller Purchased Equipment (SPE) Estimate:

	
[***]

	 	  	  	  
	  	  	 	  	  	  
	
Non-Refundable Deposit/Aircraft at Def Agreemt:

	
[***]

	 	  	  	  





 



	  	
 

	
Escalation

	  	  	
Escalation


Estimate

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


	
Delivery

	

Number of



	
Factor

	
 

	 	

Adv Payment Base



	
[***]

	
[***]

	
[***]

	
[***]


	
Date

	
Aircraft

	
(Airframe)

	
 

	
 

	
Price Per A/P

	
[***]

	
[***]

	
[***]

	
[***]


	
[***]

	
[***]

	
[***]

	 	
 

	
[***]

	
[***]

	
[***]

	
[***]

	
[***]


	
[***]

	
[***]

	
[***]

	
 

	
 

	
[***]

	
[***]

	
[***]

	
[***]

	
[***]


	
[***]

	
[***]

	
[***]

	
 

	
 

	
[***]

	
[***]

	
[***]

	
[***]

	
[***]


	
[***]

	
[***]

	
[***]

	
 

	
 

	
[***]

	
[***]

	
[***]

	
[***]

	
[***]


	
[***]

	
[***]

	
[***]

	
 

	
 

	
[***]

	
[***]

	
[***]

	
[***]

	
[***]


	
[***]

	
[***]

	
[***]

	
 

	
 

	
[***]

	
[***]

	
[***]

	
[***]

	
[***]


	
[***]

	
[***]

	
[***]

	
 

	
 

	
[***]

	
[***]

	
[***]

	
[***]

	
[***]


	
[***]

	
[***]

	
[***]

	
 

	
 

	
[***]

	
[***]

	
[***]

	
[***]

	
[***]


	
[***]

	
[***]

	
[***]

	
 

	
 

	
[***]

	
[***]

	
[***]

	
[***]

	
[***]


	
[***]

	
[***]

	
[***]

	
 

	
 

	
[***]

	
[***]

	
[***]

	
[***]

	
[***]









 




	
COP{ PA 2191 SA-22

	
Boeing Proprietary

	
9/2010


	
54695-1O.TXT

	  	
Page 1





  








  





 











  






 




	
Boeing Survey (continued)

	
Page 2









 




	
[***]

	
[***]

	
[***]

	
 

	
 

	
[***]

	
[***]

	
[***]

	
[***]

	
[***]







 






  





  











  






 



	  	
Boeing Commercial Airplanes


	  	
P.O. Box 3707


	  	
Seattle, WA  98124-2207




















6-1162-KSW-6419R1







COPA HOLDINGS, S.A.


Urbanizacion Costa del Este


P.O. Box 0816-06819


Panama, Republic of Panama








	
Subject: 

	
[***]













	
Reference:

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







 


[***]






  





 











  











COPA HOLDINGS, S.A., INC.


6-1162-KSW-6419R1


Page 2












 


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







Very truly yours,








	
THE BOEING COMPANY

	  
	  	  	  
	
By

	
/s/ Kathie Weibel

	  
	  	  	  
	
Its

	
Attorney-In-Fact

	  
	  	  	  
	
ACCEPTED AND AGREED TO this

	  
	  	  
	
Date:                                                , 2010

	  
	  	  	  
	
COPA HOLDINGS, S.A.

	  
	  	  	  
	
By

	
Pedro Heilbron

	  
	  	  	  
	
Its

	
Chief Executive Officer

	  











	
P.A. No. 2191

	
SA-22


	
[***]

	  
	
09/10

	
Boeing Proprietary







 



  





 











  











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


 


[***]


 



	
Airframe Model

	
737-800


	  	  
	
Engine Model:

	
CFM56-7B26


	  	  
	
Airframe Price Base Year

	
[***]


	  	  
	
Engine Price Base Year

	
[***]













	
Delivery


Month and


Year

	
Subject Aircraft


Serial Number

	
Applicable


Combined


Airframe/Engine


Escalation


Provisions

	
Election Period


	

[***]



	

[***]



	

[***]



	

[***]




	
[***]

	
[***]

	
[***]

	
[***]


	
[***]

	
[***]

	
[***]

	
[***]


	
[***]

	
[***]

	
[***]

	
[***]


	
[***]

	
[***]

	
[***]

	
[***]


	
[***]

	
[***]

	
[***]

	
[***]


	
[***]

	
[***]

	
[***]

	
[***]


	
[***]

	
[***]

	
[***]

	
[***]


	
[***]

	
[***]

	
[***]

	
[***]


	
[***]

	
[***]

	
[***]

	
[***]


	
[***]

	
[***]

	
[***]

	
[***]


	
[***]

	
[***]

	
[***]

	
[***]


	
[***]

	
[***]

	
[***]

	
[***]


	
[***]

	
[***]

	
[***]

	
[***]


	
[***]

	
[***]

	
[***]

	
[***]


	
[***]

	
[***]

	
[***]

	
[***]


	
[***]

	
[***]

	
[***]

	
[***]













	
P.A. No. 2191

	  	
SA-22


	  	  	
09/10


	  	
Boeing Proprietary

	  









  





 











  











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


 


[***]


 



	
[***]

	
[***]

	
[***]

	
[***]


	
[***]

	
[***]

	
[***]

	
[***]


	
[***]

	
[***]

	
[***]

	
[***]


	
[***]

	
[***]

	
[***]

	
[***]


	
[***]

	
[***]

	
[***]

	
[***]


	
[***]

	
[***]

	
[***]

	
[***]


	
[***]

	
[***]

	
[***]

	
[***]


	
[***]

	
[***]

	
[***]

	
[***]


	
[***]

	
[***]

	
[***]

	
[***]


	
[***]

	
[***]

	
[***]

	
[***]


	
[***]

	
[***]

	
[***]

	
[***]


	
[***]

	
[***]

	
[***]

	
[***]







 



	
P.A. No. 2191

	  	
SA-22


	  	  	
09/10


	  	
Boeing Proprietary

	  









  





 











  








 


Boeing Commercial Airplanes


P.O. Box 3707


Seattle, Washington 98124-2207


U.S.A.








	
Reference:

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







 



	
Attention:

	
Vice President – Contracts


Mail Code 21-34







 


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


 



	
Airframe Model:

	
Airframe Price Base Year:

	  
	  	  	  
	
Engine Model:

	
Engine Price Base Year:

	
[***]













	
Delivery Month and Year

	
Candidate Aircraft


Serial Number

	
Combined


Airframe/Engine


Escalation Factor


	  	  	  
	  	  	  











	
COPA HOLDINGS, S.A.

	  
	  	  	  
	
By

	  	  
	  	  	  
	
Its

	  	  
	  	  	  
	
Dated

	  	  
	  	  	  
	
[***]

	  	  
	  	  	  
	
THE BOEING COMPANY

	  
	  	  	  
	
By

	  	  
	  	  	  
	
Its

	
Attorney-in-Fact

	  
	  	  	  
	
Dated

	  	  











	
P.A. No. 2191

	  	
SA-22


	  	  	
09/10


	  	
Boeing Proprietary

	  





 



  





 











  












	


	
The Boeing Company


P.O. Box 3707


Seattle, WA 98124-2207


	 	 





LA-1001606


 


COPA HOLDINGS S.A.


Urbanización Costa del Este


P.O. Box 0816-06819


Panama, Republic of Panama








	
Subject:

	
[***]







 



	
Reference:

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







 


[***]


 


1.2          [***]


 



	
COP-PA-2191-LA-1001606

	  	
SA-22


	
[***]

	  	
LA Page 1


	  	
Boeing Proprietary

	  









  





 











  




















	
4.

	
Confidential Treatment.







 


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








	
COP-PA-2191-LA-1001606

	  	
SA-22


	
[***]

	  	
LA Page 2


	  	
Boeing Proprietary

	  









  





 











  

















	
Very truly yours,

	  
	  	  
	
THE BOEING COMPANY

	  
	  	  	  
	
By

	
/s/ Kathie Weibel

	  
	  	  	  
	
Its

	
Attorney-in-Fact

	  
	  	  	  
	
ACCEPTED AND AGREED TO this

	  
	  	  	  
	
Date:

	  	  
	  	  	  
	
COPA Holdings, S.A.

	  
	  	  	  
	
By

	
/s/ Pedro Heilbron

	  
	  	  	  
	
Its

	
Chief Executive Officer

	  











	
COP-PA-2191-LA-1001606

	  	
SA-22


	
[***]

	  	
LA Page 3


	  	
Boeing Proprietary