CERTAIN PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT
TO A REQUEST FOR CONFIDENTIAL TREATMENT
Exhibit 10.28
Supplemental Agreement No. 6
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 September 9, 2004, 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 737-700 and 737-800 aircraft (the Aircraft); and
WHEREAS, Boeing and Customer have mutually agreed to the exercise of
two (2) 737-800 Purchase Right Aircraft both of which have a scheduled delivery
month of June 2006; and
WHEREAS, Boeing and Buyer 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. Table of Contents, Tables and Exhibits:
1.1. 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.
1.2. Attached hereto and hereby made a part of the Agreement is Table 1-3
entitled "Aircraft Information Table for Model 737-7V3 Aircraft"
which reflects the addition of two (2) 737-7V3 Aircraft both of
which have a scheduled delivery month of June 2006.
Page 1
2. Letter Agreements: Remove and replace Letter Agreement No. 6-1162-LAJ-874
entitled "**Material Redacted**" with Letter Agreement No.
6-1162-LAJ-874R1 entitled "**Material Redacted**" attached hereto and
hereby made a part of the Agreement.
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.
Page 2
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 737-8V3 Aircraft SA 6
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
BFE1. BFE Variables SA 3
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 **Material Redacted**
2191-03 Seller Purchased Equipment
RESTRICTED LETTER AGREEMENTS
6-1162-▇▇▇-0123 Performance Guarantees
6-1162-▇▇▇-0124 **Material Redacted**
6-1162-▇▇▇-0155 **Material Redacted**
6-1162-▇▇▇-0156 Year 2000 Ready Software, Hardware and Firmware
6-1162-▇▇▇-0157 Miscellaneous Matters
6-1162-MJB-0017 **Material Redacted**
6-1162-MJB-0030 **Material Redacted**
i
6-1162-LAJ-874 **Material Redacted**
6-1162-LAJ-8741 **Material Redacted**
SUPPLEMENTAL AGREEMENTS DATED AS OF:
--------------------------- -----------------
Supplemental Agreement No. 1 June 29, 2001
Supplemental Agreement No. 2 December 21, 2001
Supplemental Agreement No. 3 June 14, 2002
Supplemental Agreement No. 4 December 20, 2002
Supplemental Agreement No. 5 October 31, 2003
Supplemental Agreement No. 6 September 9, 2004
ii
TABLE 1-3
AIRCRAFT INFORMATION TABLE FOR MODEL 737-7V3 AIRCRAFT
AIRCRAFT DELIVERY, DESCRIPTION, PRICE AND ADVANCE PAYMENTS
AIRFRAME MODEL/MTGW: ▇▇▇-▇▇▇ ▇▇▇,500 DETAIL SPECIFICATION: D6-38808-42-1-D (10/5/2002)
ENGINE MODEL: CFM56-7B22 AIRFRAME PRICE BASE YEAR: Jul-00
AIRFRAME PRICE: $41,058,000
OPTIONAL FEATURES: $ 3,011,200 AIRFRAME ESCALATION DATA:
-----------
SUB-TOTAL OF AIRFRAME AND FEATURES: $44,069,200 BASE YEAR INDEX (ECI): 145.40
ENGINE PRICE (PER AIRCRAFT): $ 0 BASE YEAR INDEX (ICI): 130.30
AIRCRAFT BASIC PRICE (EXCLUDING BFE/SPE): $44,069,200
===========
BUYER FURNISHED EQUIPMENT (BFE) ESTIMATE: $ 1,000,000
SELLER PURCHASED EQUIPMENT (SPE) ESTIMATE AT DELIVERY: $ 1,700,000
REFUNDABLE DEPOSIT PER AIRCRAFT AT PROPOSAL ACCEPTANCE: $ 75,000
ESCALATION ADVANCE PAYMENT PER AIRCRAFT (AMTS. DUE/MOS. PRIOR TO DELIVERY):
ESCALATION ESTIMATE ADV ----------------------------------------------------------------
NUMBER OF FACTOR MANUFACTURER PAYMENT BASE AT SIGNING 24 MOS. 21/18/12/9/6 MOS. TOTAL
DELIVERY DATE AIRCRAFT (AIRFRAME) SERIAL NUMBER PRICE PER A/P 1% 4% 5% 30%
------------- --------- ---------- ------------- ------------- ---------- ---------- ----------------- -----------
Jun-2006 1 1.2299 34535 $ 55,901,000 $484,010 $2,236,040 $2,795,050 $16,770,300
Jun-2006 1 1.2299 34536 $ 55,901,000 $484,010 $2,236,040 $2,795,050 $16,770,300
ATTACHMENT C2 (MODEL 737-800)
TO 6-1162-LAJ-874R1
6-1162-LAJ-874R1
COPA HOLDINGS, S.A.
Apartado 1572
Avenida ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇ ▇▇▇▇▇ ▇▇
▇▇▇▇▇▇ ▇, ▇▇▇▇▇▇
**Material Redacted**
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 supercedes and replaces in its entirety Letter Agreement
6-1162-LAJ-874. 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. 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.
ACCEPTED AND AGREED TO this
Date: September 9, , 2003
THE BOEING COMPANY
COPA HOLDINGS, S.A.
ATTACHMENT C1 (MODEL 737-700)
TO 6-1162-LAJ-874R1
**2 pages**
ATTACHMENT C2 (MODEL 737-800)
TO 6-1162-LAJ-874R1
**Material Redacted**
**2 pages**