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 10.22
PURCHASE AGREEMENT NUMBER 2191
BETWEEN
THE BOEING COMPANY
AND
COPA HOLDINGS, S.A.
RELATING TO BOEING MODEL 737-7V3 & 737-8V3 AIRCRAFT
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 6
1-4 Aircraft Information Table for Model 737-7V3 Aircraft SA 7
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
i
RESTRICTED LETTER AGREEMENTS
t6-1162-▇▇▇-0123 Performance Guarantees
6-1162-▇▇▇-0124 **Material Redacted**
6-1162-▇▇▇-0155 Airframe Escalation Revision
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**
6-1162-LAJ-874R **Material Redacted** **Material Redacted**
6-1162-LAJ-874R1 **Material Redacted** **Material Redacted**
6-1162-LAJ-874R2 **Material Redacted** **Material Redacted**
6-1162-LAJ-982 **Material Redacted** **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, 1002
Supplemental Agreement No. 5 October 31, 2003
Supplemental Agreement No. 6 September 9, 2004
Supplemental Agreement No. 7 December 9, 2004
Supplemental Agreement ▇▇. ▇ ▇▇▇▇▇ ▇▇, ▇▇▇▇
▇▇
▇▇▇▇▇▇▇▇ Agreement No. 2191
between
The Boeing Company
and
COPA HOLDINGS, S.A.
-----------------------------
This Purchase Agreement No. 2191 dated as of Nov. 25, 98 between The
Boeing Company (BOEING) and COPA HOLDINGS, S.A. (CUSTOMER) relating to the
purchase and sale of Model 737-7V3 & 737-8V3 aircraft incorporates the terms and
conditions of the Aircraft General Terms Agreement dated as of Nov. 25, 98
between the parties, identified as AGTA-COP (AGTA).
Article 1. Quantity, Model and Description.
The aircraft to be delivered to Customer will be designated as Model
737-7V3 & 737-8V3 aircraft (the AIRCRAFT). Boeing will manufacture and sell to
Customer Aircraft conforming to the configuration described in Exhibit A, which
is part of this Purchase Agreement, in the quantities listed in Table I to the
Purchase Agreement.
Article 2. Delivery Schedule.
The scheduled months of delivery of the Aircraft are listed in the
attached Table 1, which is part of this Purchase Agreement. Exhibit B, which is
part of this Purchase Agreement, describes certain responsibilities for both
Customer and Boeing in order to accomplish the delivery of the Aircraft.
Article 3. Price.
3.1 Aircraft Basic Price. The Aircraft Basic Price is listed in Table 1 in
subject to escalation dollars.
3.2 Advance Payment Base Prices. The Advance Payment Base Prices listed in
Table 1 were calculated utilizing the latest escalation factors available to
Boeing on the date of this Purchase Agreement projected to the month of
scheduled delivery.
3.3 Boeing has not yet established the Aircraft Basic Price for Aircraft
scheduled to be delivered after December 31, 2003. The prices listed in Table 1
for such Aircraft are only to provide Customer with an estimate of the
applicable Advance Payment Base Prices. Accordingly, the Aircraft Basic Price
for such Aircraft will be the sum of the Airframe Price, Optional Features
Prices and the Engine Price first published by Boeing for the same model of
aircraft and engines to be delivered after December 31, 2003.
1
Article 4. Payment.
4.1 Boeing acknowledges receipt of a deposit in the amount shown in Table
I for each Aircraft (DEPOSIT).
4.2 The standard advance payment schedule for the Model 737-7V3 & 737-8V3
aircraft requires Customer to make certain advance payments, expressed in a
percentage of the Advance Payment Base Price of each Aircraft beginning with a
payment of 1%, less the Deposit, on the effective date of the Purchase Agreement
for the Aircraft. Additional advance payments for each aircraft are due on the
first business day of the months listed in the attached Table 1.
4.3 For any Aircraft whose scheduled month of delivery is less than 24
months from the date of this Purchase Agreement, the total amount of advance
payments due for payment upon signing of this Purchase Agreement will include
all advance payments which are past due in accordance with the standard advance
payment schedule set forth in paragraph 4.2 above.
4.4 Customer will pay the balance of the Aircraft Price of each Aircraft
at delivery.
Article 5. Miscellaneous.
5.1 Aircraft Information Table. Table 1 consolidates information contained
in Articles 1, 2, 3 and 4 with respect to (i) quantity of Aircraft, (ii)
applicable Detail Specification, (iii) month and year of scheduled deliveries,
(iv) Aircraft Basic Price, (v) applicable escalation factors and (vi) Advance
Payment Base Prices and advance payments and their schedules.
5.2 Buyer Furnished Equipment Variables. Supplemental Exhibit BFE1
contains vendor selection dates, on dock dates and other variables applicable to
the Aircraft.
5.3 Customer Support Variables. Supplemental Exhibit CS1 contains the
variable information applicable to information, training services and other
things furnished by Boeing in support of the Aircraft.
5.4 Engine Escalation Variables. Supplemental Exhibit EE1 contains the
applicable engine escalation formula, the engine warranty and the engine patent
indemnity for the Aircraft.
5.5 Service Life Policy Component Variables. Supplemental Exhibit SLP1
lists the airframe and landing gear components covered by the Service Life
Policy for the Aircraft.
5.6 Negotiated Agreement; Entire Agreement. This Purchase Agreement,
including the provisions of Article 8.2 of the AGTA relating to insurance, and
Article 11 of Part 2 of Exhibit C of the AGTA relating to DISCLAIMER AND RELEASE
and EXCLUSION OF CONSEQUENTIAL AND OTHER DAMAGES, has been the subject of
discussion and negotiation and is understood by the parties; the Aircraft Price
and other agreements of the
2
parties stated in this Purchase Agreement were arrived at in consideration of
such provisions. This Purchase Agreement, including the AGTA, contains the
entire agreement between the parties and supersedes all previous proposals,
understandings, commitments or representations whatsoever, oral or written, and
may be changed only in writing signed by authorized representatives of the
parties.
3
TABLE 1 TO
PURCHASE AGREEMENT NO.. 2191
AIRCRAFT DELIVERY, DESCRIPTION, PRICE AND ADVANCE PAYMENTS
AIRFRAME MODEL/MTGW: 737-700 154,500 DETAIL SPECIFICATION: D6-38868-42-1 (11/25/1998)
ENGINE MODEL: CFM56-7B20 PRICE BASE YEAR: Jul-97
AIRFRAME PRICE: $ 36,374,000
OPTIONAL FEATURES: $ 3,279,619 AIRFRAME AND ENGINE ESCALATION DATA:
------------
SUB-TOTAL OF AIRFRAME AND FEATURES: $ 39,653,619 BASE YEAR INDEX (ECI): 137.30
ENGINE PRICE (PER AIRCRAFT): $ 0 BASE YEAR INDEX (ICI): 129.50
AIRCRAFT BASIC PRICE (EXCLUDING BFE/SPE): $ 39,653,619
============
BUYER FURNISHED EQUIPMENT (BFE) ESTIMATE: $ 2,750,000
SELLER PURCHASED EQUIPMENT (SPE) ESTIMATE: $ 400,000
REFUNDABLE DEPOSIT PER AIRCRAFT AT PROPOSAL ACCEPTANCE: $ 75,000
ADVANCE PAYMENT PER AIRCRAFT (AMTS. DUE/MOS.
ESCALATION PRIOR TO DELIVERY):
ESTIMATE ADV -----------------------------------------------------
NUMBER OF ESCALATION FACTOR ESCALATION CREDIT PAYMENT BASE AT SIGNING 24 MOS. 21/18/12/9/6 MOS. TOTAL
DELIVERY DATE AIRCRAFT (AIRFRAME) MEMORANDUM PRICE PER A/P 1% 4% 5% 30%
------------- --------- ----------------- ----------------- ------------- ---------- ----------- ----------------- ------------
Jan-2000 1 1.0514 -$ 468,000 $ 41,674,000 $ 351,740 $ 1,666,960 $ 2,083,700 $ 12,502,200
Feb-2000 1 1.0541 -$ 472,000 $ 41,777,000 $ 352,770 $ 1,671,080 $ 2,088,850 $ 12,533,100
May-2000 2 1.0696 -$ 476,000 $ 42,388,000 $ 348,880 $ 1,695,520 $ 2,199,400 $ 12,716,400
*June-2002 1 1.1299 -$ 504,000 $ 44,801,000 $ 373,010 $ 1,792,040 $ 2,240,050 $ 13,440,300
**Jul-2002 1 1.1327 -$ 508,000 $ 44,908,000 $ 374,080 $ 1,796,320 $ 2,245,400 $ 13,472,400
Nov-2002 1 1.14 -$ 508,000 $ 45,197,000 $ 376,970 $ 1,807,880 $ 2,259,850 $ 13,559,100
Dec-2002 1 1.1425 -$ 512,000 $ 45,292,000 $ 377,920 $ 1,811,680 $ 2,264,600 $ 13,587,600
* Delivery date of May-20022 (previous month)to be used at time of delivery
for escalation purposes.
** Delivery date of June-2002 (previous month)to be used at time of delivery
for escalation purposes.
TABLE 1-1 TO
BOEING PURCHASE AGREEMENT NO. 2191
AIRCRAFT DELIVERY, DESCRIPTION, PRICE AND ADVANCE PAYMENTS
MODEL 737-700 AIRCRAFT, BLOCK A
AIRFRAME MODEL/MTGW: 737-700 154,500 DETAIL SPECIFICATION: D6-38808-42-1 REV A (12/6/1999)
ENGINE MODEL: CFM56-7B22 AIRFRAME PRICE BASE YEAR: Jul-00
AIRFRAME PRICE: $ 41,058,000
OPTIONAL FEATURES: $ 2,915,000 AIRFRAME ESCALATION DATA:
------------
SUB-TOTAL OF AIRFRAME AND FEATURES: $ 43,973,000 BASE YEAR INDEX (ECI): 145.50
ENGINE PRICE (PER AIRCRAFT): $ 0 BASE YEAR INDEX (ICI): 130.30
AIRCRAFT BASIC PRICE (EXCLUDING BFE/SPE): $ 43,973,000
============
BUYER FURNISHED EQUIPMENT (BFE) ESTIMATE: $ 1,000,000
SELLER PURCHASED EQUIPMENT (SPE) ESTIMATE: $ 450,000
REFUNDABLE DEPOSIT PER AIRCRAFT AT PROPOSAL ACCEPTANCE: $ 75,000
ADVANCE PAYMENT PER AIRCRAFT (AMTS. DUE/MOS. PRIOR
ESCALATION TO DELIVERY):
ESTIMATE ADV -----------------------------------------------------------
NUMBER OF ESCALATION FACTOR PAYMENT BASE AT SIGNING 24 MOS. 21/18/12/9/6 MOS. TOTAL
DELIVERY DATE AIRCRAFT (AIRFRAME) MSN PRICE PER A/P 1% 4% 5% 30%
------------- --------- ----------------- ----- ------------- ---------- ----------- -------------- ------------
Sep-2003 1 1.1247 33707 $ 49,956,000 $ 424,560 $ 1,998,240 $ 2,497,800 $ 14,986,800
Oct-2003 1 1.1293 33708 $ 50,159,000 $ 426,590 $ 2,006,360 $ 2,507,950 $ 15,047,700
May-2004 1 1.1519 33705 $ 51,202,000 $ 437,020 $ 2,048,080 $ 2,560,100 $ 15,360,600
Jun-2004 1 1.1547 33706 $ 51,326,000 $ 438,260 $ 2,053,040 $ 2,566,300 $ 15,397,800
Page 1
TABLE 1-2 FOR MODEL 737-8V3 AIRCRAFT
AIRCRAFT DELIVERY, DESCRIPTION, PRICE AND ADVANCE PAYMENTS
AIRFRAME MODEL/MTGW: 737-8V3 174,200 DETAIL SPECIFICATION: D6-38808-43 REV D (10/2/2001)
ENGINE MODEL: CFM56-7B26 PRICE BASE YEAR: Jul-00
AIRFRAME BASE PRICE: $ 50,584,000
OPTIONAL FEATURES: $ 3,289,700 AIRFRAME AND ENGINE ESCALATION DATA:
------------
SUB-TOTAL OF AIRFRAME AND FEATURES: $ 53,873,700 BASE YEAR INDEX (ECI): 145.40
ENGINE PRICE (PER AIRCRAFT): $ 0 BASE YEAR INDEX (ICI): 130.30
AIRCRAFT BASIC PRICE (EXCLUDING BFE/SPE): $ 53,873,700
============
SELLER PURCHASED EQUIPMENT (SPE) ESTIMATE: $ 500,000
BUYER FURNISHED EQUIPMENT (BFE) ESTIMATE: $ 1,000,000
REFUNDABLE DEPOSIT PER AIRCRAFT AT PROPOSAL ACCEPTANCE: $ 75,000
ADVANCE PAYMENT PER AIRCRAFT (AMTS. DUE/MOS. PRIOR
ESCALATION TO DELIVERY):
ESTIMATE ADV --------------------------------------------------------
NUMBER OF ESCALATION 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%
------------- --------- ----------------- ------------- ------------- ---------- ----------- ----------------- ------------
Oct-2003 1 1.1293 33709 $ 60,611,000 $ 531,110 $ 2,424,440 $ 3,030,550 $ 18,183,300
Nov-2003 1 1.1355 33710 $ 60,836,000 $ 533,360 $ 2,433,440 $ 3,041,800 $ 18,250,800
Oct-2003 1 1.1707 34006 $ 63,570,000 $ 560,700 $ 2,542,800 $ 3,178,500 $ 19,071,000
Page 1 of 1
TABLE 1-3
AIRCRAFT INFORMATION TABLE FOR MODEL 737-7V3 AIRCRAFT
AIRCRAFT DELIVERY, DESCRIPTION, PRICE AND ADVANCE PAYMENTS
AIRFRAME MODEL/MTGW: 737-700 154,500 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: $ 1,700,000
REFUNDABLE DEPOSIT PER AIRCRAFT AT PROPOSAL ACCEPTANCE: $ 75,000
ADVANCE PAYMENT PER AIRCRAFT (AMTS. DUE/MOS.
ESCALATION PRIOR TO DELIVERY):
ESTIMATE ADV ---------------------------------------------------------
NUMBER OF ESCALATION 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%
------------- --------- ----------------- ------------- ------------- ---------- ----------- ----------------- -------------
May-2006 1 1.2271 34535 $ 55,777,000 $ 482,770 $ 2,231,080 $ 2,788,850 $ 16,733,100
Jun-2006 1 1.2299 34536 $ 55,901,000 $ 484,010 $ 2,236,040 $ 2,795,050 $ 16,770,300
Page 1
TABLE 1-4
AIRCRAFT DELIVERY, DESCRIPTION, PRICE AND ADVANCE PAYMENTS
AIRFRAME MODEL/MTGW: 737-700 154,500 DETAIL SPECIFICATION: D6-38808-42-1
(4/30/2004)
ENGINE MODEL: CFM56-7B22 PRICE BASE YEAR/ESCALATION FORMULA: Jul-04 ECI-MPG/CPI
AIRFRAME PRICE: $ 47,784,000 ENGINE PRICE BASE YEAR/ESCALATION FORMULA: N/A N/A
OPTIONAL FEATURES: $ 3,517,000 AIRFRAME AND ESCALATION DATA:
-------------
SUB-TOTAL OF AIRFRAME AND FEATURES: $ 51,301,000 BASE YEAR INDEX (ECI): 166.1
ENGINE PRICE (PER AIRCRAFT): $ 0 BASE YEAR INDEX (ICI): 184.1
AIRCRAFT BASIC PRICE (EXCLUDING BFE/SPE): $ 51,301,000
=============
BUYER FURNISHED EQUIPMENT (BFE) ESTIMATE: $ 0
SELLER PURCHASED EQUIPMENT (SPE) ESTIMATE: $ 1,800,000
REFUNDABLE DEPOSIT PER AIRCRAFT AT PROPOSAL ACCEPT: $ 90,000
ADVANCE PAYMENT PER AIRCRAFT (AMTS. DUE/MOS. PRIOR
ESCALATION TO DELIVERY):
ESTIMATE ADV ---------------------------------------------------------
NUMBER OF ESCALATION 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%
------------- --------- ----------------- ------------- ------------- ---------- ----------- ----------------- -------------
Aug-2007 1 1.1101 35068 $ 58,947,000 $ 499,470 $ 2,357,880 $ 2,947,350 $ 17,684,100
Nov-2007 1 1.1176 35067 $ 59,346,000 $ 503,460 $ 2,373,840 $ 2,976,300 $ 17,803,800
May-2008 1 1.1346 35125 $ 60,248,000 $ 512,480 $ 2,409,920 $ 3,012,400 $ 18,074,400
Nov-2008 1 1.1511 35126 $ 61,125,000 $ 521,250 $ 2,455,000 $ 3,056,250 $ 18,337,500
May-2009 1 1.1682 35127 $ 63,033,000 $ 530,330 $ 2,481,320 $ 3,101,650 $ 18,609,900
Total: 5
Page 1
AIRCRAFT CONFIGURATION
between
THE BOEING COMPANY
and
COPA HOLDINGS, S.A.
Exhibit A to Purchase Agreement Number 2191
A
AIRCRAFT CONFIGURATION
Dated Nov 25, 1998
relating to
BOEING MODEL 737-7V3 AIRCRAFT
The Detail Specification is Boeing Detail Specification D6-38808-42-1
dated as of even date herewith. Such Detail Specification will be comprised of
Boeing Detail Specification D6-38808-42 dated January 14, 1998 as amended to
incorporate the Options listed below, including the effects on Manufacturer's
Empty Weight (MEW) and Operating Empty Weight (OEW). As soon as practicable,
Boeing will furnish to Buyer copies of the Detail Specification, which copies
will reflect such Options. The Aircraft Basic Price reflects and includes all
effects of such Options, except such Aircraft Basic Price does not include the
price effects of any Buyer Furnished Equipment or Seller Purchased Equipment.
A-1
Exhibit A to
Purchase Agreement No. 2191
Page 2
(97 STE)
Change Change Change Price
Number Title per A/C
------------------------------------------------------------------------------------------------------------------------------------
0360A343A51 737-700 DEVELOPMENTAL CHANGES **Material Redacted**
0315A343A33 RO - CERTIFIED OPERATIONAL WEIGHTS - COPA - 737-700 **Material Redacted**
0110A343A30 RO - EXTERIOR DECORATIVE MARKINGS - COP - 737-700 **Material Redacted**
2158MP3014 COOLING DUCT - INSTALLATION - E8 RACK **Material Redacted**
2312MP3674 VHF TRANSCEIVERS - REVISION - ROCKWELL ▇▇▇▇▇▇▇ P/N ▇▇▇-▇▇▇▇-▇▇▇ IN LIEU OF ▇▇▇-▇▇▇▇-▇▇▇ - BFE **Material Redacted**
2322MP3566 ACARS - ADDITIONAL PROVISIONS FOR DATA DISCRETES **Material Redacted**
2322MP3608 ACARS - SOFTWARE REVISION - AOC AND CORE **Material Redacted**
2331MP3264 PRE-RECORDED ANNOUNCEMENT AND COMBINATION MUSIC/TAPE CONTROL PANEL - DELETION OF MATSUSHITA
BASELINE **Material Redacted**
2523MP3176 PASSENGER COMPARTMENT SIGNS AND PLACARDS - REVISION -ENGLISH/SPANISH **Material Redacted**
2530MP3852 GALLEY INSERTS - BFE ALTERNATE PART NUMBERS **Material Redacted**
2562MP3225 LIFE RAFTS - REPLACEMENT - BFE AIR CRUISERS - P/N 63800-103 IN LIEU OF D23940-117 **Material Redacted**
2564MP3127 ATTENDANT FLASHLIGHT - REPLACEMENT - DME P2-07-0001-215 IN LIEU OF DME P2-07-0001-101 - BFE **Material Redacted**
A-2
Exhibit A to
Purchase Agreement No. 2191
Page 3
(97 STE)
Change Change Change Price
Number Title per A/C
------------------------------------------------------------------------------------------------------------------------------------
2564MP3136 SMOKE HOODS-ATTACHMENT- REVISION **Material Redacted**
3131MP3993 QUICK ACCESS RECORDER - REVISION - ▇▇▇▇▇ & ▇▇▇▇▇ BFE P/N D52000-62200 IN LIEU OF D52000-62000 **Material Redacted**
3131MP3999 DFDAU - REVISION - ACMS SOFTWARE UPDATE A **Material Redacted**
3162MP3186 WEATHER RADAR RANGE INDICATORS - RANGE MARKS IN LIEU OF RANGE ARCS **Material Redacted**
3430MP3088 MULTI-MODE RECEIVER (MMR) - REPLACEMENT - BFE ROCKWELL P/N 540 822-1152-002 IN LIEU OF
▇▇▇-▇▇▇▇-▇▇▇ **Material Redacted**
3443MP3264 WEATHER RADAR - REVISION - ROCKWELL P/N ▇▇▇-▇▇▇▇-▇▇▇ IN LIEU OF P/N ▇▇▇-▇▇▇▇-▇▇▇ - BFE **Material Redacted**
3445MP3332 ATC/TCAS CONTROL PANEL - BFE GABLES P/N G6992-40 IN LIEU OF BFE GABLES P/N G6992-02 **Material Redacted**
3446MP3196 ENHANCED GROUND PROXIMITY WARNING SYSTEM (EGPWS) - PARTIAL PROVISIONS - PHASE II
(BOEING INTEGRATED DESIGN) **Material Redacted**
TOTAL = **Material Redacted**
Note: The abbreviation "NC" denotes a "no charge" change.
▇-▇
▇▇▇▇▇▇▇ ▇-▇ to Exhibit A-1
Purchase Agreement No. 2191 Boeing Model 737-7V3 Aircraft Block A
CHANGE NO. TITLE PRICE (00$)
----------- ------------------------------------------------- -----------
CAL SPEC FOLLOW ON CAL FEATURES $ 2,629,000
0110A343A30 RO-EXTERIOR DECORATIVE MARKINGS NC
0315A343A33 CERTIFIED OPERATIONAL WEIGHTS 737-700 $ 1,064,400
0360A343A51 737-700 DEVELOPMENTAL CHANGES NC
2158MP3014 COOLING DUCT INSTALLATION - E8 RACK $ 2,600
2312MP3674 VHF TRANSCEIVERS-REVISION NC
2322MP3566 ACARS-ADDIT. PROVISIONS FOR DATA DISCRETES $ 3,000
2322MP3608 ACARS-SOFTWARE REVISION-AOC & CORE NC
2331MP3264 PRE-REC. ANNOUNC. & COMB. MUSIC/TAPE CTRL PNL-DEL NC
2523MP3176 PASSENGER COMPARTMENT SIGNS/PLACARD NC
2530MP3852 GALLEY INSERTS - BFE ALTERNATE PART NC
2562MP3225 LIFE RAFTS-REPLACEMENT NC
2564MP3127 ATTENDANT FLASHLIGHT-REPLACEMENT NC
2564MP3136 SMOKE HOODS ATTACHMENT REV NC
3131MP3993 QUICK ACCESS RECORDER-REVISION NC
3131MP3999 DFDAU-REVISION-ACMS SOFTWARE UPDATE NC
3162MP3186 WEATHER RADAR RANGE INDICATORS-RANGE MARKS NC
3430MP3088 MULTI-MODE RECEIVER (MMR)-REPLACEMENT NC
3443MP3264 WEATHER RADAR REVISION NC
3445MP3332 ATC/TCAS CONTROL PANEL NC
3446MP3196 EGPWS-PARTIAL PROVISIONS-PHASE II IB
EXHIBIT A TOTAL $ 3,699,000
ADDIT. CHANGES TITLE
-------------- -------------------------------------------------
0220A343A37 CERT. FOR 15 KNOT TAIL WIND T/O & LANDINGS NC
0252A343A60 A/P FLIGHT & OPERATION MANUALS - CELSIUS NC
2311A343A68 HF COMM DUAL ROCKWELL HP VOICE DATA TRNSCVRS NC
2527B162A04 FLOOR COVERING-REV-PART SUB-CARPET NC
3131A343A64 DFDAU WITH ACMS CAPABILITY NC
3162A343A49 CDS DISPLAY-PFD/ND FORMAT-OVER & UNDER PRES. NC
3245A343A36 TIRES-NOSE LNDNG GEAR RADIAL TIRES NC
3445A303B92 INSTL TCAS CHANGE 7 COMPLIANT NC
3453A303B68 ATC SYS-ROCKWELL ▇▇▇▇▇▇▇ ATC TRANSPONDER NC
7200A367B12 MP-CFM56-7 ENGINES 7B22 IN LIEU OF 7B24 -$ 784,000
ADDITIONAL CHANGES TOTAL -$ 784,000
EXHIBIT A TOTAL $ 2,915,000
Exhibit A-2 to Exhibit A-2
Purchase Agreement No. 2191 Boeing Model 737-8V3 Aircraft
Block B
CHANGE NO. DESCRIPTION PRICE (00$)
-------------- ------------------------------------------------- -----------
0110CG3022 MODEL 737-800 AIRPLANE IB
0221CG3017 CATEGORY IIIA (50 FOOT DECISION HEI $ 136,300
0225CH3026 EXTENDED TWIN-ENGINE OPERATIONS (ET $ 5,300
0252CG3630 ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ - ▇▇▇▇▇▇ ▇▇
▇▇▇▇▇▇▇▇▇▇ ENGLISH UNITS FOR FLIGHT MANUAL, OP NC
0253CH3097 CHANGE BFE TO SPE -PASSENGER SEATS NC
2130CG3039 600 FPM CABIN PRESSURE ASCENT RATE NC
2130CG3040 350 FPM CABIN PRESSURE DESCENT RATE NC
2160CG3017 CABIN TEMPERATURE INDICATOR - DEGRE NC
2210CG3197 DIGITAL FLIGHT CONTROL SYSTEM (DFCS NC
2210CG3209 DIGITAL FLIGHT CONTROL SYSTEM (DFCS NC
2210CG3235 DIGITAL FLIGHT CONTROL SYSTEM (DFCS NC
2210CG3237 DFCS ACTIV-F D TAKEOFF MODE, WINGS NC
2310CH3027 RADIO TUNING PANELS (RTP) - INSTALL NC
2311CH3444 HF COMMUNICATIONS - PARTIAL PROVISI $ 18,300
2311CH3446 HF COMMUNICATIONS - DUAL ROCKWELL A $ 63,100
2312CH3400 TRIPLE VHF COMMUNICATIONS (822-1047 $ 23,500
2321CG3527 SELCAL DECODER - INSTALLATION - BFE NC
2321CG3529 SELCAL CONTROL PANEL - INSTALLATION NC
2322CH3411 COMMUNICATIONS MANAGEMENT UNIT (CMU $ 108,700
2331CH3179 PA HANDSET INSTALLATION IN FLIGHT D $ 5,300
2350CH3153 FLIGHT COMPARTMENT AUDIO MUTING REV NC
2350CG3158 CONTROL WHEEL INTERPHONE SWITCH NC
2350CH3163 DIGITAL AUDIO REMOTE ELECTRONICS UN NC
2350CG3184 AUDIO SELECTOR PANEL - INSTALLATION NC
2350CH3206 AUDIO SELECTOR PANEL RELOCATION FRO NC
2350CH3207 INTERPHONE - BFE MICROPHONES, BOOM NC
2370CH3180 SOLID STATE VOICE RECORDER - INSTAL NC
2433CH3150 STANDBY POWER - CAPACITY INCREASE A $ 37,800
2520CH3816 BFE BULKHEAD DECORATIVE MURALS -TA $ 11,000
2520CH3825 ALTERNATE INTERIOR ARRANGEMENT - 8 $ 177,500
2520CH3949 INTERIOR ARRANGEMENT - 14 FIRST CLA $ 125,500
2524CH3512 UNDERBIN SPE CLOSET - FORWARD LEFT $ 4,900
2528CH3212 LOCKABLE OVERHEAD STOWAGE COMPARTME $ 200
2530CH3635 FORWARD GALLEY G1 INSTALLATION - AF $ 36,000
2530CH3636 FORWARD GALLEY G2 INSTALLATION - AF $ 36,000
2530CH3639 FORWARD GALLEY G7 INSTALLATION - AF $ 36,000
2541CH3043 LIQUID SOAP DISPENSER - LAVATORY NC
2550CG3210 CARGO COMPARTMENT NETS WITH NYLON T NC
2550CG3220 FWD ▇▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇
▇▇▇▇▇▇▇▇▇▇ FWD AND AFT CARGO COMPARTMENT LININ NC
2564CH3095 RETRACTABLE EMERGENCY EQUIPMENT PAN NC
2611CG3020 ENGINE AND APU FIRE/OVERHEAT DETEC NC
2626CG3024 FIRE EXT. ▇▇▇▇▇ ▇▇
▇▇▇▇▇▇▇▇▇▇ FUEL QUANTITY INDICATORS ON RIGHT W NC
2844CG3040 MEASURING STICK CONVERSION TABLES - NC
2910CG3093 ENG DRV HYD PMP W/VESPEL SPLINE-ABX NC
2910CG3097 AC MOTOR-DRIVEN HYDRAULIC PUMPS - I NC
3131CH3734 OPTICAL QUICK ACCESS RECORDER INST. $ 8,800
3131CG3765 ACCELEROMETER - INSTALLATION - BFE NC
3131CH3797 PARTIAL PROV FOR ARINC 591 Q.A.R. NC
3131CG3808 SOLID STATE DIGITAL FLIGHT DATA REC NC
Exhibit A-2 to Exhibit A-2
Purchase Agreement No. 2191 Boeing Model 737-8V3 Aircraft
Block B
3135CH3068 MILTOPE ARINC 744 MULTIPORT PRINTER $ 8,100
3162CG3013 EFIS/MAP DISPLAY FORMAT NC
3162CG3015 FLIGHT DIRECTOR COMMAND DISPLAY - S NC
3162CG3019 RADIO ALTITUDE DISPLAY - ROUND DIAL NC
3162CG3021 RADIO ALTITUDE - BELOW ADI NC
3162CG3022 RISING RUNWAY DISPLAY NC
3162CG3026 ATTITUDE COMPARATOR - STEADY NC
3162CG3028 SINGLE CHANNEL AUTOPILOT ANNUNCIATI NC
3162CG3029 LOCALIZER BACKCOURSE POLARITY - REV NC
3162CG3032 MAP MODE ORIENTATION - TRACK UP NC
3162CG3036 AUTOTUNED NAVAIDS - DISPLAYED NC
3162CG3038 MANUALLY TUNED VOR SELECTED COURSE NC
3162CG3040 ADF POINTER(S) IN MAP MODE - FULL T NC
3162CG3042 POSITION DIFFERENCE - AUTOMATIC DIS NC
3162CG3044 WEATHER RADAR RANGE INDICATORS - RA NC
3162CG3052 TCAS RESOLUTION ADVISORY ON ADI NC
3162CG3056 ANALOG FAILURE FLAGS - NOT DISPLAYE NC
3162CG3104 ENGINE INSTRUMENTS DISPLAY NC
3162CH3135 ADDITIONAL TAKEOFF BUG - NOT DISPLA NC
3240CG3228 NOSE AND MAIN LANDING GEAR WHEELS A NC
3244CG3007 PARKING BRAKE WARNING LIGHT INSTALL $ 800
3245CG3040 BIAS NOSE LANDING GEAR TIRES - 27X7 NC
3310CH3020 KEEP OUT OF FLIGHT COMPARTMENT WARN $ 3,100
3342CG3024 NOSE GEAR TAXI LIGHT - INSTALLATION NC
3343CH3043 EXTERNAL POSITION LIGHT SWITCH INST NC
3351CH3030 FLOOR PROXIMITY EMERGENCY ESCAPE PA ($ 1,200)
3412CG3078 AIR DATA COMPUTING - DUAL TAT PROBE NC
3430CG3054 MMR PARTIAL PROV FOR GLOBAL POSIT IB
3430CG3060 MMR-INSTAL OF ILS/GPS BFE ▇▇▇▇▇▇▇▇ ▇▇
3433CG3056 LOW RANGE RADIO ALTIMETER (LRRA) - NC
3443CH3154 ARINC 708 WEATHER RADAR SYSTEM - IN NC
3443CH3189 WEATHER RADAR SYSTEM - PARTIAL PROV IB
3445CG3167 TCAS II - INSTALLATION - BFE ALLIED NC
3446CH3127 GPWS RADIO ALTITUDE VOICE CALLOUTS NC
3446CH3128 GPWS FLAPS WARNING INHIBIT ONLY IN NC
3446CH3129 GPWS VOICE CALLOUT REVISION - HALF NC
3451CG3006 VOR/MARKER ▇▇▇▇▇▇ - ▇▇▇▇▇▇▇▇▇▇▇▇ - ▇▇
▇▇▇▇▇▇▇▇▇▇ DISTANCE MEASURING EQUIPMENT (DME) NC
3457CH3152 NAVIGATION SYSTEM - ADF REMOVAL NC
3461CG3403 BUYER FURNISHED NAVIGATION DATA BAS NC
3461CG3424 FMC FLIGHT NUMBER ENTRY NC
3461CG3425 FMC TEMPERATURE SELECTION - DEGREES NC
3461CG3429 FMC POSITION UPDATE AND RUNWAY OFFS NC
3461CG3432 THRUST REDUCTION ALTITUDE - TAKEOFF NC
3461CG3433 FMS BUILT-IN TEST EQUIPMENT PRINTER NC
3461CG3465 MULTIPURPOSE CDU WITH FMC, ACARS, A $ 53,400
3461CG3496 INSTALL FMC-SECOND 4MCU, UPDATE $ 184,000
3461CG3498 FMC - ACTIVATION - 1 MEG NAVIGATION IB
3461CG3521 PORTABLE DATA LOADER CONNECTOR - IN NC
3461CH3562 FMC - ACTIVATION - RETENTION OF WAY $ 11,700
3461CH3565 FMC - ACTIVATION - ACARS ARINC 7246 $ 117,500
3500CG3018 OXYGEN SYSTEM - ALL TUBING AND FITT NC
3510CG3098 CREW OXYGEN CYLINDER - 114 CUBIC FE NC
Exhibit A-2 to Exhibit A-2
Purchase Agreement No. 2191 Boeing Model 737-8V3 Aircraft
Block B
3510CG3102 CREW OXYGEN SYSTEM - CAPTAIN, FIRST NC
3920CH3111 AUXILIARY E/E EQUIPMENT (E8) RACK I $ 20,400
5200CG3021 HOLD OPEN LOCK INSTALLATION - ENTRY NC
5320CG3027 FIVE POUND ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇
▇▇▇▇▇▇▇▇▇▇ AIRPLANE PERFORMANCE: CFM56-7 ENGI $ 910,000
7200CG3281 SINGLE ANNULAR COMBUSTOR - CFM56-7 NC
7731CG3038 ENGINE VIBRATION MONITORING (EVM) S NC
79000G3028 LUBRICATING OIL - MOBIL JET II NC
0220MP3407 HIGH ALTITUDE A/P OPERATION $ 14,600
0220A343A37 CERT. FOR 15 KNOT TAIL WIND T/O & NC
0252MP3062 CARGO CMCPTMT PLACARDS NC
0253MP3112 CHANGE SPE TO BFE/ GALLEY INSERTS NC
0315A343B26 INCREASE CERTIFIED OPERATIONAL MTOW $ 920,600
1120A303C46 ALL EXT MARKINGS (INCLUDING TIRE PR NC
2158MP3014 COOLING DUCT ISNTL E8 RACK $ 2,400
2310A687A04 COMMUNICATIONS CONTROL PANELS NC
2311MP3553 HF COMMUNICATIONS-REPLACEMENT NC
2312MP3674 VHF TRANSCEIVERS-REVISION NC
2321MP3566 SELCAL CONTROL ▇▇▇▇▇-▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇
▇▇▇▇▇▇▇▇▇▇ MODIFY DUAL ARAINC 758 CMP PRVS NC
2322MP3490 ACARS ARINC 724B $ 8,800
2322MP3566 ADDTNL PROV ACARS FOR DATA DISCRETE $ 3,100
2322MP3608 ACARS-SOFTWARE REVISION-AOC & CORE NC
2331 MP3159 PASSENGER ADDRESS SYSTEM - ▇▇▇▇▇▇▇ NC
2331 MP3264 PRE-RECORDED ANNOUNCE/COMBO MUSIC NC
2332MP3742 VIDEO ENTERTAIN. SYSTEM-PART PROV. $ 5,600
2334A857A17 AUDIO ENTMT SYS-INSTALL IN SEAT NC
2370MP3215 SOLID STATE VOICE RCDR INSTL NC
2371A687A07 INSTALLATION OF SOLID STATE VOICE NC
2450MP3181 GALLEY POWER REVISION NC
2520CH3825 ALTERNATE INTERIOR ARRANGEMENT - 8 ($ 177,500)
2520A092K42 RO-INTERIOR REV-ADD OF 1ST CLASS $ 245,900
2520A688D87 INCREASE AFT ▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇ ▇▇
▇▇▇▇▇▇▇▇▇▇▇ ADD OPTIONAL P/N FOR LIFE RAFT NC
2521MP3109 INTERIOR ARGMT REV - PITCH IN FC NC_
2521MP3122 INTERIOR COLORS/MATERIAL REV NC
2523MP3176 PASSENGER COMPARTMENT SIGNS/PLACARD NC
2524MP3605 CLASS DIVIDER SEAT TRACK MT PARTIT ($ 29,100)
2524A343B43 COMPOSITES UNLIMITED CLASS DIVIDER ($ 2,700)
2525A688C74 PASS COMPART SEATS-REV SEAT INSTALL NC
2527MP3157 CARPET/ENTRY MAT TRANSITION REV NC
2528A343A01 M/C FLOOR MOUNTED STOWAGE COMPART- ($ 7,000)
2530MP3778 REV-FORWARD GALLEY G7 INSTALLATION $ 24,100
2530MP3788 GALLEY REVISION/ ALT. CONFIG. NC
2530MP3789 GALLEY REV/ ALT. CONFIG. NC
2530MP3790 GALLEY REVISION/ ALT. CONFIG. NC
2530MP3814 GALLEY REV BFE AEROSPACE NC
2530MP3852 GALLEY INSERTS - BFE ALTERNATE PART NC
2530A688D79 REVISE. GALLY INSTALLATION-DELETE $ 1,200
2540A303C07 LAV REV DELETE DEODORANT DK BRACKET NC
2540A688D74 LAV ASH TRAY RELOCATION NC
2541MP3064 LAVATORY SINK DECK-COMPOSIT MAT. NC
2560MP3384 FIRST AID KIT-INSTALLATION OF ONE $ 400
Exhibit A-2 to Exhibit A-2
Purchase Agreement No. 2191 Boeing Model 737-8V3 Aircraft
Block B
2561MP3005 DELETE LIFE VEST FLIGHT CREW BFE NC
2562MP3226 LIFE RAFTS-REPLACEMENTS-BFE AIR CRU NC
2564MP3127 ATTENDANT FLASHLIGHT-REPLACEMENT NC
2564MP3136 SMOKE HOODS ATTACHMENT REV ($ 200)
2564MP3137 OXYGEN BOTTLE-MOUNTING PANEL NC
2622MP3013 APU FIRE BOTTLE REVISION - INTERCHA NC
2911A303B96 HYDRAULIC SHUT-OFF VALUE-PK BRK ONL $ 2,400
3131CG3778 DIGITAL FLIGHT DATA ACQUISITION UNI NC
3131MP3847 SS DIGITAL FL. DATA REC.-INSTAL BFE NC
3131MP3993 QUICK ACCESS RECORDER-REVISION NC
3131MP3999 DFDAU-REVISION-ACMS SOFTWARE UPDATE NC
3131A343A64 DFDAU WITH ACMS CAPABILITY NC
3131A687A25 DFDAU-REVISE BFE/SPE SUBSTITUTION NC
3133A343B41 MULTI INPUT PRINTER-ARINC 744 NC
3135CH3068 MILTOPE ARINC 744 MULTIPORT PRINTER ($ 8,100)
3135MP3118 MILTOPE ARINC 744 MULITPORT PRINTER $ 8,100
3162MP3186 WEA RADAR RANGE INDICATORS NC
3245A343A36 TIRES-NOSE LNDNG GEAR RADIAL TIRES NC
3324MP3018 NO SMOKING SIGNS-PERMANENT ILLUM. NC
3351MP3050 FLOOR PROX EMGY ESCAP PATH MKG SYS NC
3430MP3088 MULTI-MODE RECEIVER (MMR)-REPLACE NC
3433MP3081 LOW RANGE RADIO ALTIMETER (LRRA) - NC
3443MP3235 ARINC 708A WEATHER RADAR SYSTEM - I NC
3443MP3258 REPLCMNT ARINC BFE WETHR RADAR CNTR NC
3443MP3264 WEATHER RADAR REVISION NC
3445MP3289 TCAS II/ INSTALLATION NC
3445MP3332 ATC/TCAS CONTROL PANEL NC
3445A303B92 INSTL TRAF ALERT & COLLISION AVOID NC
3446MP3196 ENHANCED GROUND PROXIMITY WARNING S IB
3453A303B68 ATC SYS-ROCKWELL ▇▇▇▇▇▇▇ ATC TRANS- NC
3461MP3649 FMC TEMP SEL-REV-DEGREES DEFAULT NC
3511A636B72 INSTALL FULL FACE OXYGEN MASKS WITH $ 6,100
5320MP3040 FIVE POUND ALUMINUM ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇
▇▇▇▇▇▇▇▇▇▇ RADOME REV INSTAL BFE M&N AEROSPA NC
7900MP3035 LUBRICATING OIL-JET 254 ILO JETII NC
TOTAL CAL 737-800 FOLLOW ON FEATURES $ 3,160,700
MID CABIN LAV (PROVS ILO INSTL - EST) ($ 73,600)
WINGLETS (If installed in Boeing production) $ 779,300
TOTAL ESTIMATED FEATURES $ 3,866,400
AIRCRAFT DELIVERY REQUIREMENTS AND RESPONSIBILITIES
between
THE BOEING COMPANY
and
COPA HOLDINGS, S.A.
Exhibit B to Purchase Agreement Number 2191
B
Exhibit B to
Purchase Agreement No. 2191
Page 1
AIRCRAFT DELIVERY REQUIREMENTS AND RESPONSIBILITIES
relating to
BOEING MODEL 737-7V3 & 737-8V3 AIRCRAFT
Both Boeing and Customer have certain documentation and approval
responsibilities at various times during the construction cycle of Customer's
Aircraft that are critical to making the delivery of each Aircraft a positive
experience for both parties. This Exhibit B documents those responsibilities and
indicates recommended completion deadlines for the actions to be accomplished.
B-1
Exhibit B to
Purchase Agreement No. 2191
Page 2
1. GOVERNMENT DOCUMENTATION REQUIREMENTS.
Certain actions are required to be taken by Customer in advance of the scheduled
delivery month of each Aircraft with respect to obtaining certain government
issued documentation.
1.1 Airworthiness and Registration Documents.
Not later than 6 MONTHS PRIOR TO DELIVERY of each Aircraft,
Customer will notify Boeing of the registration number to be painted on the side
of the Aircraft. In addition, and not later than 3 MONTHS PRIOR TO DELIVERY of
each Aircraft, Customer will, by letter to the regulatory authority having
jurisdiction, authorize the temporary use of such registration numbers by Boeing
during the pre-delivery testing of the Aircraft.
Customer is responsible for furnishing any Temporary or Permanent Registration
Certificates required by any governmental authority having jurisdiction to be
displayed aboard the Aircraft after delivery.
1.2 Certificate of Sanitary Construction.
1.2.1 U.S. Registered Aircraft. Boeing will obtain from
the United States Public Health Service, a United States Certificate of Sanitary
Construction to be displayed aboard each Aircraft after delivery to Customer.
1.2.2 Non-U.S. Registered Aircraft. If Customer requires
a United States Certificate of Sanitary Construction at the time of delivery of
the Aircraft, Customer will give written notice thereof to Boeing at least 3
MONTHS PRIOR TO DELIVERY. Boeing will then use its reasonable best efforts to
obtain the Certificate from the United States Public Health Service and present
it to Customer at the time of Aircraft delivery.
1.3 Customs Documentation.
1.3.1 Import Documentation. If the Aircraft is intended
to be exported from the United States, Customer must notify Boeing not later
than 3 MONTHS PRIOR TO DELIVERY of each Aircraft of any documentation required
by the customs authorities or by any other agency of the country of import.
1.3.2 General Declaration - U.S. If the Aircraft is
intended to be exported from the United States, Boeing will prepare Customs Form
7507, General Declaration, for execution by U.S. Customs immediately prior to
the ferry flight of the Aircraft. For this purpose, Customer will furnish to
Boeing not later than 20 DAYS PRIOR TO DELIVERY a complete crew and passenger
list and a complete ferry flight itinerary, including point of exit from the
United States for the Aircraft.
If Customer intends, during the ferry flight of an Aircraft, to land at a U.S.
airport after clearing Customs at delivery, Customer must notify Boeing not
later than 20 DAYS PRIOR TO DELIVERY of such intention. If Boeing receives such
notification, Boeing will provide to Customer the
B-2
Exhibit B to
Purchase Agreement No. 2191
Page 3
documents constituting a Customs permit to proceed, allowing such Aircraft to
depart after any such landing. Sufficient copies of completed Form 7507, along
with passenger manifest, will be furnished Customer to cover U.S. stops
scheduled for the ferry flight.
1.3.3 Export Declaration - U.S. If the Aircraft is
intended to be exported from the United States, Boeing will prepare Form 7525V
and, IMMEDIATELY PRIOR TO THE FERRY FLIGHT, will submit such Form to U.S.
Customs in Seattle in order to obtain clearance for the departure of the
Aircraft, including any cargo, from the United States. U.S. Customs will deliver
the Export Declaration to the U.S. Department of Commerce after export.
2. INSURANCE CERTIFICATES.
Unless provided earlier, Customer will provide to Boeing not later
than 30 DAYS PRIOR TO DELIVERY of the first Aircraft, a copy of the requisite
annual insurance certificate in accordance with the requirements of Article 8 of
the AGTA.
3 NOTICE OF FLYAWAY CONFIGURATION.
Not later than 20 DAYS PRIOR TO DELIVERY of the Aircraft, Customer
will provide to Boeing a configuration letter stating the requested "flyaway
configuration" of the Aircraft for its ferry flight. This configuration letter
should include:
(i) the name of the company which is to furnish fuel for the ferry
flight and any scheduled post-delivery flight training, the method of
payment for such fuel, and fuel load for the ferry flight;
(ii) the cargo to be loaded and where it is to be stowed on board
the Aircraft and address where cargo is to be shipped after flyaway;
(iii) any BFE equipment to be removed prior to flyaway and returned
to Boeing BFE stores for installation on Customer's subsequent Aircraft;
(iv) a complete list of names and citizenship of each crew member
and non-revenue passenger who will be aboard the ferry flight; and
(v) a complete ferry flight itinerary.
4. DELIVERY ACTIONS BY BOEING.
4.1 Schedule of Inspections. All FAA, Boeing, Customer and, if
required, U.S. Customs Bureau inspections will be scheduled by Boeing for
completion prior to delivery or departure of the Aircraft. Customer will be
informed of such schedules.
4.2 Schedule of Demonstration Flights. All FAA and Customer
demonstration flights will be scheduled by Boeing for completion prior to
delivery of the Aircraft.
B-3
Exhibit B to
Purchase Agreement No. 2191
Page 4
4.3 Schedule for Customer's Flight Crew. Boeing will inform
Customer of the date that a flight crew is required for acceptance routines
associated with delivery of the Aircraft.
4.4 Fuel Provided by Boeing. Boeing will provide to Customer,
without charge, the amount of fuel shown in U.S. gallons in the table below for
the model of Aircraft being delivered and full capacity of engine oil at the
time of delivery or prior to the ferry flight of the Aircraft.
AIRCRAFT MODEL FUEL PROVIDED
-------------- -------------
737 1,000
747 4,000
757 1,600
767 2,000
777 3,000
4.5 Flight Crew and Passenger Consumables. Boeing will provide
reasonable quantities of food, coat hangers, towels, toilet tissue, drinking
cups and soap for the first segment of the ferry flight for the Aircraft.
4.6 Delivery Papers, Documents and Data. Boeing will have
available at the time of delivery of the Aircraft certain delivery papers,
documents and data for execution and delivery. If title for the Aircraft will be
transferred to Customer through a Boeing sales subsidiary and if the Aircraft
will be registered with the FAA, Boeing will pre-position in Oklahoma City,
Oklahoma, for filing with the FAA at the time of delivery of the Aircraft an
executed original Form 8050-2, Aircraft ▇▇▇▇ of Sale, indicating transfer of
title to the Aircraft from Boeing's sales subsidiary to Customer.
4.7 Delegation of Authority. If specifically requested in
advance by Customer, Boeing will present a certified copy of a Resolution of
Boeing's Board of Directors, designating and authorizing certain persons to act
on its behalf in connection with delivery of the Aircraft.
5. DELIVERY ACTIONS BY CUSTOMER.
5.1 Aircraft Radio Station License. At delivery Customer will
provide its Aircraft Radio Station License to be placed on board the Aircraft
following delivery.
5.2. Aircraft Flight Log. At delivery Customer will provide
the Aircraft Flight Log for the Aircraft.
5.3 Delegation of Authority. Customer will present to Boeing
at delivery of the Aircraft an original or certified copy of Customer's
Delegation of Authority designating and authorizing certain persons to act on
its behalf in connection with delivery of the specified Aircraft.
B-4
BUYER FURNISHED EQUIPMENT VARIABLES
between
THE BOEING COMPANY
and
COPA HOLDINGS, S.A.
Supplemental Exhibit BFE1 to Purchase Agreement No. 2191
BFE1
BUYER FURNISHED EQUIPMENT VARIABLES
relating to
BOEING MODEL 737-7V3 & 737-8V3 AIRCRAFT
This Supplemental Exhibit BFE1 contains vendor selection dates, on-dock dates
and other variables applicable to the Aircraft.
1. Supplier Selection.
Customer will:
1.1 Select and notify Boeing of the suppliers and part numbers of the
following BFE items by the following dates:
Galley System ________________
Galley Inserts ________________
Seats (passenger) ________________
Overhead & Audio System ________________
In-Seat Video System ________________
Miscellaneous Emergency Equipment ________________
Cargo Handling Systems* ________________
(Single Aisle Programs only)
* For a new certification, supplier requires notification 10 months prior to
Cargo Handling System on-dock date.
BFE1-1
2. On-dock Dates
On or before , 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. For planning purposes, a preliminary BFE on-dock schedule is set forth
below:
Item Preliminary On-Dock Dates
[MONTH OF DELIVERY:]
Aircraft Aircraft
Seats
Galleys/Furnishings
Miscellaneous Emergency Equipment
Electronics
Textiles/Raw Material
Cargo Systems (Single Aisle Programs))
Provision Kits (Single Aisle Programs)
Radomes (Single Aisle Programs)
BFE1-2
CUSTOMER SUPPORT VARIABLES
between
THE BOEING COMPANY
and
COPA HOLDINGS, S.A.
Supplemental Exhibit CS1 to Purchase Agreement Number 2191
CS1
CUSTOMER SUPPORT VARIABLES
relating to
BOEING MODEL 737-7V3 AIRCRAFT
Customer and Boeing will conduct planning conferences approximately 12 months
before delivery of the first Aircraft, or as otherwise agreed, to develop and
schedule a customized Customer Support Program to be furnished by Boeing in
support of the Aircraft.
The customized Customer Services Program will be based upon and equivalent to
the entitlements summarized below unless Customer obtains similar entitlements
from newly delivered, leased, Model 737 aircraft delivered before the Aircraft.
If customer is scheduled to receive similar entitlements from the lease of a new
model 737 aircraft, the entitlements provided herein will be void.
1. Maintenance Training.
1.1. Airplane General Familiarization Course; 1 class of 24 students;
1.2. Mechanical/Power Plant Systems Course; 2 classes of 15 students;
1.3. Electrical Systems Course; 2 classes of 15 students;
1.4. Avionics Systems Course; 2 classes of 15 students;
1.5. Corrosion Prevention & Control Course; 1 class of 10 students;
1.6. Aircraft Rigging Course; 1 class of 6 students;
1.7. Composite Repair for Technicians - Basic; 1 class of 8 students;
1.8. Training materials will be provided to each student. In addition,
one set of training materials used in Boeing's training program,
including visual aids, Computer Based Training Courseware,
instrument panel wall charts, text/graphics, video programs, etc.
will be provided for use in Customer's own training program.
2. Flight Training.
2.1. Transition training for 8 flight crews (16 pilots) in 2 classes; The
training will consist of ground school (utilizing computer based
training), fixed base simulator, full flight simulator and actual
aircraft training on Customer's Aircraft.
2.2. Flight Dispatcher training; 2 classes of 6 students;
2.3. Flight Attendant training; 2 classes of 12 students;
CS1-1
2.4. Performance Engineer training in Boeing's regularly scheduled
courses; schedules are published twice yearly.
2.5. Training materials will be provided to each student. In addition,
one set of training materials as used in Boeing's training program,
including visual aids, Computer Based Training Courseware,
instrument panel wall charts, text/graphics, video programs, etc.
will be provided for use in Customer's own training program.
2.6. Additional Flight Operations Services:
a. Boeing flight crew personnel to assist in ferrying the first
aircraft to Customer's main base;
b. Instructor pilots for 90 calendar days for revenue service
training assistance;
c. An instructor pilot to visit Customer 6 months after revenue
service training to review Customer's flight crew operations
for a 2 week period.
3. Planning Assistance.
3.1. Maintenance and Ground Operations.
Upon request, Boeing will visit Customer's main base to evaluate
aircraft maintenance facilities, develop recommendations and assist
in maintenance planning.
3.2. Spares.
a) Recommended Spares Parts List (RSPL) customized RSPL, data and
documents will be provided to identify spare parts required
for Customer's support program.
b) Illustrated Parts Catalog (IPC) A customized IPC in accordance
with ATA 100 will be provided.
c) Provisioning Training Provisioning training will be provided
for Customer's personnel at Boeing's facilities, where
documentation and technical expertise are available. Training
is focused on the initial provisioning process and
calculations reflected in the Boeing RSPL.
d) Spares Provisioning Conference A provisioning conference will
be conducted, normally at Boeing's facilities where technical
data and personnel are available.
CS1-2
4. Technical Data and Documents
4.1. Flight Operations.
Airplane Flight Manual
Operations Manual
Quick Reference Handbook
Weight and Balance Manual
Dispatch Deviation Procedures Guide
Flight Crew Training Manual
Baggage/Cargo Loading Manual
Performance Engineer's Manual
Jet Transport Performance Methods
FMC Supplemental Data Document
Operational Performance Software
Fault Reporting Manual
Baggage/Cargo Loading Manual (747 and 767 Aircraft)
ETOPS Guide Vol. III
Flight Planning and Performance Manual
4.2. Maintenance.
Aircraft Maintenance Manual
Wiring Diagram Manual
Systems Schematics Manual
Connector Part Number Options Document
Structural Repair Manual
Overhaul/Component Maintenance Manual
Standard Overhaul Practices Manual
Standard Wiring Practices Manual
Non-Destructive Test Manual
Service Bulletins and Index
Corrosion Prevention Manual
Fault Isolation Manual
Fuel Measuring Stick Calibration Document
Power Plant Buildup Manual
Built-In Test Equipment (BITE) Manual
Central Maintenance Computer System Reporting Table
In Service Activity Report
All Operator Letters
Service Letters
Structural Item Interim Advisory
Maintenance Tips
Combined Index
Ramp Maintenance Manual (747,757,767)
4.3. Maintenance Planning.
Maintenance Planning Data Document
CS1-3
Maintenance Planning Data Tasks Masterfile
Maintenance Task Cards and Index
Maintenance Inspection Intervals Report
ETOPS Guide Vol. II
Configuration Maintenance and Procedures for Extended Range
Operations
4.4. Spares.
Illustrated Parts Catalog
Standards Books
4.5. Facilities and Equipment Planning.
Facilities and Equipment Planning Document
Special Tool and Ground Handling Equipment Drawings and Index
Supplementary Tooling Documentation
Illustrated Tool and Equipment List/Manual
Aircraft Recovery Document
Airplane Characteristics for Airport Planning Document
Airplane Rescue and Fire Fighting Document
Engine Handling Document
ETOPS Guide Vol. I
4.6. Computer Software Index.
4.7. Supplier Technical Data.
Service Bulletins
Ground Support Equipment Data
Provisioning Information
Component Maintenance/Overhaul Manuals and Index
Publications Index
Product Support Supplier Directory
CS1-4
CUSTOMER SUPPORT VARIABLES
between
THE BOEING COMPANY
and
COPA HOLDINGS, S.A.
Supplemental Exhibit CS 1 to Purchase Agreement Number 2191
CS1
CUSTOMER SUPPORT VARIABLES
relating to
BOEING MODEL 737-7V3 & 737-8V3 AIRCRAFT
Customer currently operates an aircraft of the same model as the Aircraft. In
addition to any customer support provided by Boeing pursuant to Purchase
Agreement Number 2191 as in effect immediately prior to the date hereof, and
upon Customer's request, Boeing will develop and schedule a customized Customer
Support Program to be furnished in support of the Aircraft. The customized
program will be based upon and equivalent to the entitlements summarized below.
1. Maintenance Training.
1.1 Maintenance Training Minor Model Differences Course, if required,
covering operational, structural or systems differences between
Customer's newly-purchased Aircraft and an aircraft of the same
model currently operated by Customer; 1 class of 15 students;
1.2 Training materials, if applicable, will be provided to each student.
In addition, one set of training materials as used in Boeing's
training program, including visual aids, text and graphics will be
provided for use in Customer's own training program.
2. Flight Training.
Boeing will provide, if required, one classroom course to acquaint up to
15 students with operational, systems and performance differences between
Customer's newly-purchased Aircraft and an aircraft of the same model
currently operated by Customer.
Any training materials used in Flight Training, if required, will be
provided for use in Customer's own training program.
3. Planning Assistance.
3.1 Maintenance and Ground Operations.
Upon request, Boeing will provide planning assistance regarding
Minor Model Differences requirements for facilities, tools and
equipment.
3.2 Spares.
Boeing will revise, as applicable, the customized Recommended Spares
Parts List (RSPL) and Illustrated Parts Catalog (IPC).
CS1-1
4. Technical Data and Documents.
Boeing will revise, as applicable, technical data and documents provided
with previously delivered aircraft.
CS1-2
ENGINE ESCALATION,
ENGINE WARRANTY AND PATENT INDEMNITY
between
THE BOEING COMPANY
and
COPA HOLDINGS, S.A.
Supplemental ▇▇▇▇▇▇▇ ▇▇▇ to Purchase Agreement Number 2191
EE1
ENGINE ESCALATION,
ENGINE WARRANTY AND PATENT INDEMNITY
relating to
BOEING MODEL 737-7V3 AIRCRAFT
1. ENGINE ESCALATION. No separate engine escalation methodology is defined for
the 737-600, -700 or -800 Aircraft. Pursuant to the AGTA, the engine prices for
these Aircraft are included in and will be escalated in the same manner as the
Airframe.
2. ENGINE WARRANTY AND PRODUCT SUPPORT PLAN. Boeing has obtained from CFM
International, Inc. (or CFM International, S.A., as the case may be) (CFM) the
right to extend to Customer the provisions of CFM's warranty as set forth below
(herein referred to as the "Warranty"); subject, however, to Customer's
acceptance of the conditions set forth herein. Accordingly, Boeing hereby
extends to Customer and Customer hereby accepts the provisions of CFM's Warranty
as hereinafter set forth, and such Warranty shall apply to all CFM56-7 type
Engines (including all Modules and Parts thereof) installed in the Aircraft at
the time of delivery or purchased from Boeing by Customer for support of the
Aircraft except that, if Customer and CFM have executed, or hereafter execute, a
General Terms Agreement, then the terms of that Agreement shall be substituted
for and supersede the provisions of Paragraphs 1 through 10 below and Paragraphs
1 through 10 below shall be of no force or effect and neither Boeing nor CFM
shall have any obligation arising therefrom. In consideration for Boeing's
extension of the CFM Warranty to Customer, Customer hereby releases and
discharges Boeing from any and all claims, obligations and liabilities
whatsoever arising out of the purchase or use of such CFM56-7 type Engines and
Customer hereby waives, releases and renounces all its rights in all such
claims, obligations and liabilities. In addition, Customer hereby releases and
discharges CFM from any and all claims, obligations and liabilities whatsoever
arising out of the purchase or use of such CFM56-7 type Engines except as
otherwise expressly assumed by CFM in such CFM Warranty or General Terms
Agreement between Customer and CFM and Customer hereby waives, releases and
renounces all its rights in all such claims, obligations and liabilities.
2.1. Title. CFM warrants that at the date of delivery, CFM has legal title
to and good and lawful right to sell its CFM56-7 type Engine and Products
and furthermore warrants that such title is free and clear of all claims,
liens and encumbrances of any nature whatsoever.
2.2. Patents.
2.2.1 CFM shall handle all claims and defend any suit or proceeding
brought against Customer insofar as based on a claim that any
product or part furnished under this Agreement constitutes an
infringement of any patent of the United States, and shall pay all
damages and costs awarded therein against Customer. This paragraph
shall not apply to any product or any part manufactured to
Customer's design or to the aircraft manufacturer's design. As to
such product or part, CFM assumes no liability for patent
infringement.
EE1-1
2.2.2 CFM's liability hereunder is conditioned upon Customer
promptly notifying CFM in writing and giving CFM authority,
information and assistance (at CFM's expense) for the defense of any
suit. In case said equipment or part is held in such suit to
constitute infringement and the use of said equipment or part is
enjoined, CFM shall expeditiously, at its own expense and at its
option, either (i) procure for Customer the rights to continue using
said product or part; (ii) replace the same with a satisfactory and
noninfringing product or part; or (iii) modify the same so it
becomes satisfactory and noninfringing. The foregoing shall
constitute the sole remedy of Customer and the sole liability of CFM
for patent infringement.
2.2.3 The above provisions also apply to products which are the same
as those covered by this Agreement and are delivered to Customer as
part of the installed equipment on CFM56-7 powered Aircraft.
2.3. Initial Warranty. CFM warrants that CFM56-7 Engine products will
conform to CFM's applicable specifications and will be free from defects
in material and workmanship prior to Customer's initial use of such
products.
2.4. Warranty Pass-On.
2.4.1 If requested by Customer and agreed to by CFM in writing, CFM
will extend warranty support for Engines sold by Customer to
commercial airline operators, or to other aircraft operators. Such
warranty support will be limited to the New Engine Warranty, New
Parts Warranty, Ultimate Life Warranty and Campaign Change Warranty
and will require such operator(s) to agree in writing to be bound by
and comply with all the terms and conditions, including the
limitations, applicable to such warranties.
2.4.2 Any warranties set forth herein shall not be transferable to a
third party, merging company or an acquiring entity of Customer.
2.4.3 In the event Customer is merged with, or acquired by, another
aircraft operator which has a general terms agreement with CFM, the
Warranties as set forth herein shall apply to the Engines, Modules,
and Parts.
2.5. New Engine Warranty.
2.5.1. CFM warrants each new Engine and Module against Failure for
the initial 3000 Flight Hours as follows:
(i) Parts Credit Allowance will be granted for any Failed
Parts.
(ii) Labor Allowance for disassembly, reassembly, test and
Parts repair of any new Engine Part will be granted for replacement
of Failed Parts.
EE1-2
(iii) Such Parts Credit Allowance, test and Labor Allowance
will be: 100% from new to 2500 Flight Hours and decreasing pro rata
from 100% at 2500 Flight Hours to zero percent at 3000 Flight Hours.
2.5.2 As an alternative to the above allowances, CFM shall, upon
request of Customer:
(i) Arrange to have the failed Engines and Modules repaired,
as appropriate, at a facility designated by CFM at no charge to
Customer for the first 2500 Flight Hours and at a charge to Customer
increasing pro rata from zero percent of CFM's repair cost at 2500
Flight Hours to 100% of such CFM repair costs at 3000 Flight Hours.
(ii) Transportation to and from the designated facility shall
be at Customer's expense.
2.6. New Parts Warranty. In addition to the warranty granted for new
Engines and new Modules, CFM warrants Engine and Module Parts as follows:
2.6.1. During the first 1000 Flight Hours for such Parts and
Expendable Parts, CFM will grant 100% Parts Credit Allowance or
Labor Allowance for repair labor for failed Parts.
2.6.2. CFM will grant a pro rata Parts Credit Allowance for Scrapped
Parts decreasing from 100% at 1000 Flight Hours Part Time to zero
percent at the applicable hours designated in Table 1.
2.7. Ultimate Life Warranty.
2.7.1. CFM warrants Ultimate Life limits on the following Parts:
(i) Fan and Compressor Disks/Drums
(ii) Fan and Compressor Shafts
(iii) Compressor Discharge Pressure Seal (CDP)
(iv) Turbine Disks
(v) HPT Forward and Stub Shaft
(vi) LPT Driving Cone
(vii) LPT Shaft and Stub Shaft
2.7.2. CFM will grant a pro rata Parts Credit Allowance decreasing
from 100% when new to zero percent at 25,000 Flight Hours or 15,000
Flight Cycles, whichever comes earlier. Credit will be granted only
when such Parts are permanently removed from service by a CFM or a
U.S. and/or French Government imposed Ultimate Life limitation of
less than 25,000 Flight Hours or 15,000 Flight Cycles.
EE1-3
2.8. Campaign Change Warranty.
2.8.1. A campaign change will be declared by CFM when a new Part
design introduction, Part modification, Part Inspection, or
premature replacement of an Engine or Module is required by a
mandatory time compliance CFM Service Bulletin or FAA Airworthiness
Directive. Campaign change may also be declared for CFM Service
Bulletins requesting new Part introduction no later than the next
Engine or Module shop visit. CFM will grant following Parts Credit
Allowances:
Engines and Modules
(i) 100% for Parts in inventory or removed from service when
new or with 2500 Flight Hours or less total Part Time.
(ii) 50% for Parts in inventory or removed from service with
over 2500 Flight Hours since new, regardless of warranty
status.
2.8.2. Labor Allowance - CFM will grant 100% Labor Allowance for
disassembly, reassembly, modification, testing, or Inspection of CFM
supplied Engines, Modules, or Parts therefor when such action is
required to comply with a mandatory time compliance CFM Service
Bulletin or FAA Airworthiness Directive. A Labor Allowance will be
granted by CFM for other CFM issued Service Bulletins if so
specified in such Service Bulletins.
2.8.3. Life Controlled Rotating Parts retired by Ultimate Life
limits including FAA and/or DGAC Airworthiness Directive, are
excluded from Campaign Change Warranty.
2.9. Limitations. THE PROVISIONS SET FORTH HEREIN ARE EXCLUSIVE AND ARE IN
LIEU OF ALL OTHER WARRANTIES WHETHER WRITTEN, ORAL OR IMPLIED. THERE ARE
NO IMPLIED WARRANTIES OF FITNESS OR MERCHANTABILITY. SAID PROVISIONS SET
FORTH THE MAXIMUM LIABILITY OF CFM WITH RESPECT TO CLAIMS OF ANY KIND,
INCLUDING NEGLIGENCE, ARISING OUT OF MANUFACTURE, SALE, POSSESSION, USE OR
HANDLING OF THE PRODUCTS OR PARTS THEREOF OR THEREFOR, AND IN NO EVENT
SHALL CFM'S LIABILITY TO CUSTOMER EXCEED THE PURCHASE PRICE OF THE PRODUCT
GIVING RISE TO CUSTOMER'S CLAIM OR INCLUDE INCIDENTAL OR CONSEQUENTIAL
DAMAGES.
2.10. Indemnity and Contribution.
2.10.1. IN THE EVENT CUSTOMER ASSERTS A CLAIM AGAINST A THIRD PARTY
FOR DAMAGES OF THE TYPE LIMITED OR EXCLUDED IN LIMITATIONS,
PARAGRAPH 2.9. ABOVE, CUSTOMER SHALL INDEMNIFY AND HOLD CFM HARMLESS
FROM AND AGAINST ANY CLAIM BY OR LIABILITY TO SUCH THIRD PARTY FOR
CONTRIBUTION OR INDEMNITY, INCLUDING COSTS AND EXPENSES (INCLUDING
EE1-4
ATTORNEYS' FEES) INCIDENT THERETO OR INCIDENT TO ESTABLISHING
SUCCESSFULLY THE RIGHT TO INDEMNIFICATION UNDER THIS PROVISION. THIS
INDEMNITY SHALL APPLY WHETHER OR NOT SUCH DAMAGES WERE OCCASIONED IN
WHOLE OR IN PART BY THE FAULT OR NEGLIGENCE OF CFM, WHETHER ACTIVE,
PASSIVE OR IMPUTED.
2.10.2. CUSTOMER SHALL INDEMNIFY AND HOLD CFM HARMLESS FROM ANY
DAMAGE, LOSS, CLAIM, AND LIABILITY OF ANY KIND (INCLUDING EXPENSES
OF LITIGATION AND ATTORNEYS' FEES) FOR PHYSICAL INJURY TO OR DEATH
OF ANY PERSON, OR FOR PROPERTY DAMAGE OF ANY TYPE, ARISING OUT OF
THE ALLEGED DEFECTIVE NATURE OF ANY PRODUCT OR SERVICE FURNISHED
UNDER THIS AGREEMENT, TO THE EXTENT THAT THE PAYMENTS MADE OR
REQUIRED TO BE MADE BY CFM EXCEED ITS ALLOCATED SHARE OF THE TOTAL
FAULT OR LEGAL RESPONSIBILITY OF ALL PERSONS ALLEGED TO HAVE CAUSED
SUCH DAMAGE, LOSS, CLAIM, OR LIABILITY BECAUSE OF A LIMITATION OF
LIABILITY ASSERTED BY CUSTOMER OR BECAUSE CUSTOMER DID NOT APPEAR IN
AN ACTION BROUGHT AGAINST CFM. CUSTOMER'S OBLIGATION TO INDEMNIFY
CFM HEREUNDER SHALL BE APPLICABLE AT SUCH TIME AS CFM IS REQUIRED TO
MAKE PAYMENT PURSUANT TO A FINAL JUDGEMENT IN AN ACTION OR
PROCEEDING IN WHICH CFM WAS A PARTY, PERSONALLY APPEARED, AND HAD
THE OPPORTUNITY TO DEFEND ITSELF. THIS INDEMNITY SHALL APPLY WHETHER
OR NOT CUSTOMER'S LIABILITY IS OTHERWISE LIMITED.
EE1-5
TABLE 1
737X
▇▇▇▇▇ ▇▇▇▇▇▇▇▇ PARTS LIST
FLIGHT HOURS
Flight Hours
----------------------------------------
2000 3000 4000 6000 8000 12000
---- ---- ---- ---- ---- -----
Fan Rotor/Booster
Blades X
Disk, Drum X
Spinner X
Fan Frame
Casing X
Hub & Struts X
Fairings X
Splitter (Mid Ring) X
Vanes X
Engine Mount X
No. 1 & No. 2 Bearing Support
Bearings X
Shaft X
Support (Case) X
Inlet Gearbox & No. 3 Bearing
Bearings X
Gear X
Case X
Compressor Rotor
Blades X
Disk & Drums X
Shaft X
Compressor Stator
Casing X
Shrouds X
Vanes X
Variable Stator Actuating Rings X
Combustor Diffuser Nozzle (CDN)
Casings X
Combustor Liners X
Fuel Atomizer X
EE1-6
TABLE 1
737X
▇▇▇▇▇ ▇▇▇▇▇▇▇▇ PARTS LIST
(continued)
Flight Hours
----------------------------------------
2000 3000 4000 6000 8000 12000
---- ---- ---- ---- ---- -----
HPT Nozzle X
HPT Nozzle Support X
HPT Shroud X
HPT Rotor
Blades X
Disks X
Shafts X
Retaining Ring X
LP Turbine
Casing X
Vane Assemblies X
Interstage Seals X
Shrouds X
Disks X
Shaft X
Bearings X
Blades X
Turbine Frame
Casing & Struts X
Hub X
Sump X
Accessory & Transfer Gearboxes
Case X
Shafts X
Gears X
Bearings X
Air-Oil Seals X
Controls & Accessories
Engine X
Condition Monitoring Equipment X
EE1-7
SERVICE LIFE POLICY COMPONENTS
between
THE BOEING COMPANY
and
COPA HOLDINGS, S.A.
Supplemental Exhibit SLP1 to Purchase Agreement Number 2191
SLP1
SERVICE LIFE POLICY COMPONENTS
relating to
BOEING MODEL 737 AIRCRAFT
This is the listing of SLP Components for the Aircraft which relate to Part 3,
Boeing Service Life Policy of Exhibit C, Product Assurance Document to the AGTA
and is a part of Purchase Agreement No. 2191.
1. Wing.
(a) Upper and lower skins and stiffeners between the forward and rear
wing spars.
(b) Wing spar webs, chords and stiffeners.
(c) Inspar wing ribs.
(d) Inspar splice plates and fittings.
(e) Main landing gear support structure.
(f) Wing center section floor beams, lower beams and spanwise beams, but
not the seat tracks attached to floor beams.
(g) Engine strut support fittings attached directly to wing primary
structure.
(h) Wing-to-body structural attachments.
(i) Support structure in the wing for spoilers and spoiler actuators;
for aileron hinges and reaction links; and for leading edge devices
and trailing edge flaps.
(j) Trailing edge flap tracks and carriages.
(k) Aileron leading edge device and trailing edge flap internal, fixed
attachment and actuator support structure.
2. Body.
(a) External surface skins and doublers, longitudinal stiffeners,
longerons and circumferential rings and frames between the forward
pressure bulkhead and the vertical stabilizer rear spar bulkhead and
structural support and enclosure for the APU but excluding all
system components and related installation and connecting devices,
insulation, lining, and decorative panels and related installation
and connecting devices.
(b) Window and windshield structure but excluding the windows and
windshields.
SLP1-1
(c) Fixed attachment structure of the passenger doors, cargo doors and
emergency exits, excluding door mechanisms and movable hinge
components. ▇▇▇▇▇ and frames around the body openings for the
passenger doors, cargo doors and emergency exits, excluding scuff
plates and pressure seals.
(d) Nose wheel well structure, including the wheel well walls, pressure
deck, bulkheads, and gear support structure.
(e) Main gear wheel well structure including pressure deck and landing
gear beam support structure.
(f) Floor beams and support posts in the control cab and passenger cabin
area, but excluding seat tracks.
(g) Forward and aft pressure bulkheads.
(h) Keel structure between the wing front spar bulkhead and the main
gear wheel well aft bulkhead including splices.
(i) Wing front and rear spar support bulkheads, and vertical and
horizontal stabilizer front and rear spar support bulkheads
including terminal fittings but excluding all system components and
related installation and connecting devices, insulation, lining,
decorative panels and related installation and connecting devices.
(j) Support structure in the body for the stabilizer pivot and
stabilizer screw.
3. Vertical Stabilizer.
(a) External skins between front and rear spars.
(b) Front, rear and auxiliary spar chords, webs and stiffeners and
attachment fittings.
(c) Inspar ribs.
(d) Rudder hinges and supporting ribs, excluding bearings.
(e) Support structure in the vertical stabilizer for rudder hinges,
reaction links and actuators.
(f) Rudder internal, fixed attachment and actuator support structure.
4. Horizontal Stabilizer.
(a) External skins between front and rear spars.
(b) Front and rear spar chords, webs and stiffeners.
(c) Inspar ribs.
SLP1-2
(d) Stabilizer center section including hinge and screw support
structure.
(e) Support structure in the horizontal stabilizer for the elevator
hinges, reaction links and actuators.
(f) Elevator internal, fixed attachment and actuator support structure.
5. Engine Strut.
(a) Strut external surface skin and doublers and stiffeners.
(b) Internal strut chords, frames and bulkheads.
(c) Strut to wing fittings and diagonal brace.
(d) Engine mount support fittings attached directly to strut structure
and including the engine-mounted support fittings.
6. Main Landing Gear.
(a) Outer cylinder.
(b) Inner cylinder, including axles.
(c) Upper and lower side struts, including spindles, universals and
reaction links.
(d) Drag strut.
(e) ▇▇▇▇ crank.
(f) Orifice support tube.
(g) Trunnion link.
(h) Downlock links including spindles and universals.
(i) Torsion links.
(j) Actuator beam, support link and beam arm.
7. Nose Landing Gear.
(a) Outer cylinder.
(b) Inner cylinder, including axles.
(c) Orifice support tube.
(d) Upper and lower drag strut, including lock links.
SLP1-3
(e) Steering plates and steering collars.
(f) Torsion links.
NOTE: The Service Life Policy does not cover any bearings, bolts, bushings,
clamps, brackets, actuating mechanisms or latching mechanisms used in or
on the Covered Components.
SLP1-4
BOEING COMMERCIAL AIRPLANE GROUP
▇.▇. ▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
2191-01
COPA HOLDINGS, S.A.
Apartado 1572
Avenida ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇ ▇▇▇▇▇ ▇▇
▇▇▇▇▇▇ ▇
Panama
Subject: Demonstration Flight Waiver
Reference: Purchase Agreement No. 2191 (the Purchase Agreement) between
The Boeing Company (Boeing) and COPA HOLDINGS, S.A.
(Customer) relating to Model 737-7V3 aircraft (the Aircraft)
This Letter Agreement amends and supplements the Purchase Agreement. All terms
used but not defined in this Letter Agreement shall have the same meaning as in
the Purchase Agreement.
Definition of Terms:
CORRECTION COSTS: Customer's direct labor costs and the cost of any material
required to correct a Flight Discrepancy where direct labor costs are equal to
the warranty labor rate in effect between the parties at the time such labor is
expended.
FLIGHT DISCREPANCY: A failure or malfunction of an Aircraft, or the accessories,
equipment or parts installed on the Aircraft which results from a defect in the
Aircraft, Boeing Product, engine or Supplier Product or a nonconformance to the
Detail Specification for the Aircraft.
The AGTA provides that each aircraft will be test flown prior to delivery for
the purpose of demonstrating the functioning of such Aircraft and its equipment
to Customer; however, Customer may elect to waive this test flight. For each
test flight waived, Boeing agrees to provide Customer an amount of jet fuel at
delivery that, including the standard fuel entitlement, totals the following
amount of fuel:
AIRCRAFT TOTAL FUEL ENTITLEMENT
MODEL (U.S. GALLONS)
-------- -------------------------------------------------------
737 Full tanks (approx. 5,300 to 6,800, depending on model)
Further, Boeing agrees to reimburse Customer for any Correction Costs incurred
as a result of the discovery of a Flight Discrepancy during the first flight of
the aircraft by Customer following delivery to the extent such Correction Costs
are not covered under a warranty provided by Boeing, the engine manufacturer or
any of Boeing's suppliers.
Should a Flight Discrepancy be detected by Customer which requires the return of
the Aircraft to Boeing's facilities at Seattle, Washington, so that Boeing may
correct such Flight Discrepancy,
Page 2
Boeing and Customer agree that title to and risk of loss of such Aircraft will
remain with Customer. In addition, it is agreed that Boeing will have
responsibility for the Aircraft while it is on the ground at Boeing's facilities
in Seattle, Washington, as is chargeable by law to a bailee for mutual benefit,
but Boeing shall not be chargeable for loss of use.
To be reimbursed for Correction Costs, Customer shall submit a written itemized
statement describing any flight discrepancies and indicating the Correction Cost
incurred by Customer for each discrepancy. This request must be submitted to
Boeing's Contracts Regional Director at Renton, Washington, within ninety (90)
days after the first flight by Customer.
Very truly yours,
THE BOEING COMPANY
ACCEPTED AND AGREED TO this
Date: Nov 25, 1998
COPA HOLDINGS, S.A.
BOEING COMMERCIAL AIRPLANE GROUP
▇.▇. ▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
2191-02
COPA HOLDINGS, S.A.
Apartado 1572
Avenida ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇ ▇▇▇▇▇ ▇▇
▇▇▇▇▇▇ ▇
Panama
**Material Redacted**
Reference: Purchase Agreement No. 2191 (the Purchase Agreement) between
The Boeing Company (Boeing) and COPA HOLDINGS, S.A.
(Customer) relating to Model 737-7V3 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.
1. Commitment.
**Material Redacted**
All escalation calculations under this Letter Agreement will be made in
accordance with Exhibit D to the AGTA between Boeing and Customer, using actual
escalation indices published for the applicable period.
2. **Material Redacted**
3. **Material Redacted**
4. **Material Redacted**
Very truly yours,
THE BOEING COMPANY
ACCEPTED AND AGREED TO this
Date: Nov 25, 1998
COPA HOLDINGS, S.A.
BOEING COMMERCIAL AIRPLANE GROUP
▇.▇. ▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
2191-03
COPA HOLDINGS, S.A.
Apartado 1572
Avenida ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇ ▇▇▇▇▇ ▇▇
▇▇▇▇▇▇ ▇
Panama
Subject: Seller Purchased Equipment
Reference: Purchase Agreement No. 2191 (the Purchase Agreement) between
The Boeing Company (Boeing) and COPA HOLDINGS, S.A.
(Customer) relating to Model 737-7V3 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.
Definition of Terms:
SELLER PURCHASED EQUIPMENT (SPE): Buyer Furnished Equipment (BFE) that Boeing
purchases for Customer.
DEVELOPMENTAL BUYER FURNISHED EQUIPMENT (DBFE): BFE not previously certified for
installation on the same model aircraft.
DEVELOPMENTAL SELLER PURCHASED EQUIPMENT (DSPE): DBFE which is converted to SPE.
This Letter Agreement does not include developmental avionics. Developmental
avionics are avionics that have not been previously certified for installation
on the same model aircraft.
1. Price.
Advance Payments. An estimated SPE price is included in the Advance
Payment Base Prices shown in Table 1 for the purpose of establishing the advance
payments for the Aircraft.
Aircraft Price. The Aircraft Price will be adjusted to reflect (i) the
actual costs charged Boeing by the SPE suppliers, (ii) a handling fee of 10% of
such costs and (iii) transportation charges. If all DBFE, except for
developmental avionics, is converted to SPE, Boeing will waive the handling fee
for all SPE.
2. Responsibilities.
2.1 Customer is responsible for:
(i) selecting and notifying Boeing of the supplier for all items
identified in paragraph 1.1 of Supplemental Exhibit BFE1 of
the Purchase Agreement,
Page 2
(ii) selecting a FAA certifiable part; and
(iii) providing to Boeing the SPE part specification/Customer
requirements.
2.2. Boeing is responsible for:
(i) placing and managing the purchase order with the supplier;
(ii) coordinating with the suppliers on technical issues;
(iii) ensuring that the delivered SPE complies with the part
specification;
(iv) obtaining certification of the Aircraft with the SPE
installed; and
(v) obtaining for Customer the supplier's standard warranty for
the SPE. SPE is deemed to be BFE for purposes of Part 2 of
Exhibit C, the Product Assurance Document.
3. Supplier Selection For SPE Galleys and Seats.
Customer's selection of SPE Seat and Galley suppliers is complete.
4. Changes.
After this Letter Agreement is signed, changes to SPE may only be made by
and between Boeing and the suppliers. Customer's contacts with SPE suppliers
relating to design (including selection of materials and colors), weights,
prices or schedules are for informational purposes only. If Customer wants any
changes made, requests must be made directly to Boeing for coordination with the
supplier.
5. Proprietary Rights.
Boeing's obligation to purchase SPE will not impose upon Boeing any
obligation to compensate Customer or any supplier for any proprietary rights
Customer may have in the design of the SPE.
6. Remedies.
If Customer does not comply with the obligations above, Boeing may:
(i) delay delivery of the Aircraft;
(ii) deliver the Aircraft without installing the SPE;
(iii) substitute a comparable part and invoice Customer for the cost;
(iv) increase the Aircraft Price by the amount of Boeing's additional
costs attributable to such noncompliance.
Page 3
7. Customer's Indemnification of Boeing.
Customer will indemnify and hold 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 Aircraft, arising out of or in any way connected with
any nonconformance or defect in any SPE and whether or not arising in tort or
occasioned in whole or in part 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 SPE.
Very truly yours,
THE BOEING COMPANY
ACCEPTED AND AGREED TO this
Date: Nov 25, 1998
COPA HOLDINGS, S.A.
BOEING COMMERCIAL AIRPLANE GROUP
▇.▇. ▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
6-1162-▇▇▇-0123
COPA HOLDINGS, S.A.
Apartado 1572
Avenida ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇ ▇▇▇▇▇ ▇▇
▇▇▇▇▇▇ ▇
Panama
Subject: Aircraft Performance Guarantees
Reference: Purchase Agreement No. 2191 (the Purchase Agreement) between
The Boeing Company (Boeing) and COPA HOLDINGS, S.A.
(Customer) relating to Model 737-7V3 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.
Boeing agrees to provide Customer with the performance guarantees in the
Attachment. These guarantees are exclusive and expire upon delivery of the
Aircraft to Customer.
Customer agrees not to disclose this Letter Agreement, attachments, or any other
information related to this Letter Agreement without prior written consent by
Boeing.
Very truly yours,
THE BOEING COMPANY
ACCEPTED AND AGREED TO this
Date: Nov 25,1998
COPA HOLDINGS, S.A.
MODEL 737-7V3 PERFORMANCE GUARANTEES
FOR COPA HOLDINGS, S.A.
SECTION CONTENTS
1 AIRCRAFT MODEL APPLICABILITY
2 FLIGHT PERFORMANCE
3 MANUFACTURER'S EMPTY WEIGHT
4 AIRCRAFT CONFIGURATION
5 GUARANTEE CONDITIONS
6 GUARANTEE COMPLIANCE
7 EXCLUSIVE GUARANTEES
1 AIRCRAFT MODEL APPLICABILITY
The guarantees contained in this Attachment (the "Performance Guarantees")
are applicable to the 737-7V3 Aircraft with a maximum takeoff weight of at
least 154,500 pounds, a maximum landing weight of 129,200 pounds, and a
maximum zero fuel weight of 120,500 pounds, and equipped with Boeing
furnished CFM56-7B24 engines.
2 FLIGHT PERFORMANCE
2.1 CRUISE RANGE
The still air range at an initial cruise altitude of 35,000 feet on a
standard day at 0.78 Mach Number, starting at a gross weight of 150,000
pounds and consuming 35,000 pounds of fuel, and using not more than
maximum cruise thrust (except maximum climb thrust may be used during a
step climb) and using the conditions and operating rules defined below,
shall not be less than the following guarantee value:
NOMINAL: 3,185 Nautical Miles
TOLERANCE: -65 Nautical Miles
GUARANTEE: 3,120 Nautical Miles
Conditions and operating rules:
A step climb of 4,000 feet altitude may be used when beneficial to
minimize fuel burn.
3 MANUFACTURER'S EMPTY WEIGHT
The Manufacturer's Empty Weight (MEW) is guaranteed not to exceed the
value in Section 03-60-00 of Detail Specification D6-38808-42-1 plus one
percent.
4 AIRCRAFT CONFIGURATION
4.1 The guarantees contained in this Attachment are based on the Aircraft
configuration as defined in the original release of Detail Specification
D6-38808-42-1 (hereinafter referred to as the Detail Specification).
Appropriate adjustment shall be made for changes in such Detail
Specification approved by the Customer and Boeing or otherwise allowed by
the Purchase Agreement which cause changes to the flight performance
and/or weight and balance of the Aircraft. Such adjustment shall be
accounted for by Boeing in its evidence of compliance with the guarantees.
4.2 The Manufacturer's Empty Weight guarantee of Section 3 will be adjusted by
Boeing for the following in its evidence of compliance with the
guarantees:
(1) Changes to the Detail Specification including Change Requests, Change
Orders, Optional Features or any other changes mutually agreed upon
between the Customer and Boeing or otherwise allowed by the Purchase
Agreement.
(2) The difference between the component weight allowances given in
Appendix IV of the Detail Specification and the actual weights.
5 GUARANTEE CONDITIONS
5.1 All guaranteed performance data are based on the ICAO International
Standard Atmosphere (ISA) and specified variations therefrom; altitudes
are pressure altitudes.
5.2 The FAA Regulations (FAR) referred to in this Attachment are, unless
otherwise specified, the 737-700 Certification Basis regulations specified
in the Type Certificate Data Sheet A16WE, Revision 23, dated November 7,
1997.
5.3 In the event a change is made to any law, governmental regulation or
requirement, or in the interpretation of any such law, governmental
regulation or requirement that affects the certification basis for the
Aircraft as described in Paragraph 5.2, and as a result thereof, a change
is made to the configuration and/or the performance of the Aircraft in
order to obtain certification, the guarantees set forth in this Attachment
shall be appropriately modified to reflect any such change.
5.4 The cruise range guarantee includes allowances for normal power extraction
and engine bleed for normal operation of the air conditioning system.
Normal electrical power extraction shall be defined as not less than a 50
kilowatts total electrical load. Normal operation of the air conditioning
system shall be defined as pack switches in the "Auto" position, the
temperature control switches in the "Auto" position that results in a
nominal cabin temperature of 75 degreesF, and all air conditioning systems
operating normally. This operation allows a maximum cabin pressure
differential of 8.35 pounds per square inch at higher altitudes, with a
nominal Aircraft cabin ventilation rate of 2,200 cubic feet per minute
including passenger cabin recirculation (nominal recirculation is 33
percent). The APU is turned off unless otherwise specified.
5.5 The cruise range guarantee is based on an Aircraft center of gravity
location of 22.2 percent of the mean aerodynamic chord.
5.6 Performance, where applicable, is based on a fuel Lower Heating Value
(LHV) of 18,580 BTU per pound.
6 GUARANTEE COMPLIANCE
6.1 Compliance with the guarantees of Sections 2 and 3 shall be based on the
conditions specified in those sections, the Aircraft configuration of
Section 4 and the guarantee conditions of Section 5.
6.2 Compliance with the cruise range guarantee shall be established by
calculations based on flight test data obtained from an aircraft in a
configuration similar to that defined by the Detail Specification.
6.3 Compliance with the Manufacturer's Empty Weight guarantee shall be based
on information in the "Weight and Balance Control and Loading Manual -
Aircraft Report."
6.4 The data derived from tests shall be adjusted as required by conventional
methods of correction, interpolation or extrapolation in accordance with
established engineering practices to show compliance with these
guarantees.
6.5 Compliance shall be based on the performance of the airframe and engines
in combination, and shall not be contingent on the engine meeting its
manufacturer's performance specification.
7 EXCLUSIVE GUARANTEES
The only performance guarantees applicable to the Aircraft are those set
forth in this Attachment.
BOEING COMMERCIAL AIRPLANE GROUP
▇.▇. ▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
6-1162-▇▇▇-0124
COPA HOLDINGS, S.A.
Apartado 1572
Avenida ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇ ▇▇▇▇▇ ▇▇
▇▇▇▇▇▇ ▇
Panama
**Material Redacted**
Reference: Purchase Agreement No. 2191 (the Purchase Agreement) between
The Boeing Company (Boeing) and COPA HOLDINGS, S.A.
(Customer) relating to Model 737-7V3 aircraft (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.
1. **Material Redacted**
2. **Material Redacted**
2.1. **Material Redacted**
2.2 **Material Redacted**
2.3 COPA agrees to notify Boeing Aircraft Contracts of a lease or sale of an
Aircraft, and to make the payment as described in paragraph 2.2 within three (3)
business days of re-delivery of the Aircraft. If such payment is not received
within three (3) business days of re-delivery of the Aircraft, COPA will pay
interest on such payment at a rate Citibank New York prime interest as reported
in the New York edition of the Wall Street Journal, plus 1%. Interest will
accrue until the aforementioned payment is made.
3. **Material Redacted**
4. Assignment. The Credit Memoranda described in this Letter Agreement are
provided as a financial accommodation to Customer in consideration of Customer
becoming the operator of the Aircraft, and cannot be assigned, in whole or in
part, without the prior written consent of The Boeing Company.
5. Confidential Treatment. 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.
Page 2
Very truly yours,
THE BOEING COMPANY
ACCEPTED AND AGREED TO this
Date: Nov 25, 1998
COPA HOLDINGS, S.A.
BOEING COMMERCIAL AIRPLANE GROUP
▇.▇. ▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
6-1162-▇▇▇-0155
COPA HOLDINGS, S.A.
Apartado 1572
Avenida ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇ ▇▇▇▇▇ ▇▇
▇▇▇▇▇▇ ▇
Panama
**Material Redacted**
Very truly yours,
THE BOEING COMPANY
ACCEPTED AND AGREED TO this
Date: Nov 25, 1998
COPA HOLDINGS, S.A.
EXHIBIT D
TO
AIRCRAFT GENERAL TERMS AGREEMENT
AGTA-COP
BETWEEN
THE BOEING COMPANY
AND
COPA HOLDINGS, S.A.
**Material Redacted**
i
EXHIBIT D
ESCALATION ADJUSTMENT
**Material Redacted**
**3 pages**
1
BOEING COMMERCIAL AIRPLANE GROUP
▇.▇. ▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
6-1162-▇▇▇-0156
COPA HOLDINGS, S.A.
Apartado 1572
Avenida ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇ ▇▇▇▇▇ ▇▇
▇▇▇▇▇▇ ▇
Panama
Subject: Year 2000 Ready Software, Hardware and Firmware
Reference: Purchase Agreement No. 2191 (the Purchase Agreement) between
The Boeing Company (Boeing) and COPA HOLDINGS, S.A.
(Customer) relating to Model 737-7V3 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.
1. Year 2000 Ready Software, Hardware, and Firmware.
The following is a further clarification of the Boeing warranty provided in Part
2 of Exhibit C to the Aircraft General Terms Agreement (AGTA-COP) which is
incorporated into the Purchase Agreement by reference:
Boeing provides, as part of its basic warranty terms found in Part 2 of
Exhibit C to AGTA-COP, warranty for "Conformance to the Detail
Specification" for a period of four years after Aircraft delivery. In
connection with these terms, Boeing warrants to Customer that all
Boeing-designed or created software, hardware and firmware (collectively
"Computerized Parts") Boeing supplies to Customer pursuant to applicable
Purchase Agreement, will be "Year 2000 Ready," i.e., they will function
properly with respect to use of dates in the change from year 1999 to year
2000 and beyond. In the event such Computerized Parts are not Year 2000
Ready, as delivered to Customer, Boeing, at its option, will modify such
Computerized Parts to be Year 2000 Ready, replace such non-Year 2000 Ready
Computerized Parts with Computerized Parts that are Year 2000 Ready or
provide a reasonable work around to allow continued use of such
Computerized Parts until final correction to the Computerized Parts can be
accomplished. Remedies under this paragraph are limited to no-charge
modification, replacement or work around of the non-Year 2000 Ready
Computerized Parts and will be accomplished either prior to aircraft
delivery or, following aircraft delivery, as soon as practicable after
discovery of non-Year 2000 Readiness.
Page 2
2. Supplier Warranties for Year 2000 Readiness
Boeing will use its best reasonable efforts to obtain warrantees for supplier
designed computerized parts which are similar to those provided in paragraph one
(1) herein for Computerized Parts.
3. Confidential Treatment.
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.
Very truly yours,
THE BOEING COMPANY
ACCEPTED AND AGREED TO this
Date: Nov 25, 1998
COPA HOLDINGS, S.A.
2
BOEING COMMERCIAL AIRPLANE GROUP
▇.▇. ▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
6-1162-▇▇▇-0157
COPA HOLDINGS, S.A.
Apartado 1572
Avenida ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇ ▇▇▇▇▇ ▇▇
▇▇▇▇▇▇ ▇
Panama
Subject: Miscellaneous Matters
Reference: Purchase Agreement No. 2191 (the Purchase Agreement) between
The Boeing Company (Boeing) and COPA HOLDINGS, S.A.
(Customer) relating to Model 737-7V3 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.
1. Taxes
Notwithstanding paragraph 2.2.1 of the AGTA, Boeing will be responsible and pay
any Taxes arising solely from an assignment of the Purchase Agreement for
Boeing's benefit.
2. Special Airframe Test Requirements
Notwithstanding paragraph 5.5 of the AGTA, Boeing will obtain Customer's consent
before testing to evaluate potential improvements that may be offered for
production or retrofit incorporation is conducted on Customer's Aircraft.
3. Assignment for Boeing's Benefit
If Boeing makes an assignment under paragraph 9.1.2 or 9.1.3 of the AGTA, Boeing
will remain liable for its obligations under the Purchase Agreement and Customer
will continue to interface with Boeing for the provision of these obligations.
4. Interchange of BFE
Boeing agrees not to revise the committed delivery schedule for an Aircraft
solely as the result of an "Interchange of BFE" as described in Paragraph 8 of
Exhibit A to the AGTA.
5. Location of Boeing Field Service Representative
The Boeing Field Service Representative described in Paragraph 1 of Part 2 of
Exhibit A to AGTA-COP, as related to this Purchase Agreement, will be stationed
in Panama.
Page 2
6. Mission Payload Guarantees
Customer has identified a requirement for one (1) mission payload guarantee in
addition to the existing performance guarantees included Letter Agreement
6-1162-▇▇▇-123. Boeing agrees to provide such mission payload guarantee (which
will expire at delivery of the first Aircraft) on or before January 30, 1999.
This mission payload guarantee will be incorporated into the Purchase Agreement
via a revision to letter agreement 6-1162-▇▇▇-▇▇▇-0123.
7. Assignment
Notwithstanding Article 9 of AGTA-COP, Customer may assign its rights and
obligations under the Purchase Agreement to its wholly-owned subsidiary COPA
(Compania Panamena de Aviacion, S.A.) on the condition COPA shall be subject to
all the terms and conditions of the Purchase Agreement. Notwithstanding any such
assignment, Customer shall remain fully and solely responsible in accordance
with the terms and conditions of the Purchase Agreement
8. Confidential Treatment.
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.
Very truly yours,
THE BOEING COMPANY
ACCEPTED AND AGREED TO this
Date: Nov 25, 1998
COPA HOLDINGS, S.A.
2
BOEING COMMERCIAL AIRPLANE GROUP
▇.▇. ▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
January 26, 1999
6-1162-▇▇▇-0177
Milbank, Tweed, ▇▇▇▇▇▇ & ▇▇▇▇▇▇
▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇,
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
Attention: ▇▇. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Dear ▇▇. ▇▇▇▇▇▇▇▇,
▇▇▇▇▇▇▇ ▇▇▇▇▇ (representing COPA Holdings, S.A.) has asked The Boeing Company to
send you a copy of our Purchase Agreement with COPA Holdings, S.A for the
production of Model 737-7V3 Aircraft, hereinafter referred to as Purchase
Agreement 2191. We understand such disclosure is required to assist you in your
capacity as counsel to the Canadian Imperial Bank of Commerce (CIBC) in
negotiating an assignment agreement related to advance payment financing for
such agreement.
Certain terms and conditions of Purchase Agreement 2191 are considered highly
confidential by The Boeing Company. As such, these terms and conditions will be
redacted from the aforementioned copy before it is provided. Further, any
redacted documents that may be provided will still contain certain commercial
and financial information that is considered by Boeing as confidential. In order
to provide such redacted copy of Purchase Agreement 2191, The Boeing Company
requires that you and your client agree that the information contained therein
will only be used for the purposes set forth above and will not, without the
prior written consent of The Boeing Company, be disclosed to any other person or
entity. Please indicate your agreement to this by signing below and returning
one signed original to my office.
We are also requesting (via copy of this letter) that COPA Holdings, S. A.
confirm in writing that The Boeing Company may provide a redacted copy of
purchase Agreement 2191 to your office.
Page 2
I will provide the redacted copy of Purchase Agreement 2191 once we have
obtained your agreement of non-disclosure and COPA Holding S. A. written
permission to release it to your office. If you have any questions or concerns
please contact me at the address noted on the letter head (please add "Mail Code
21-43"); phone (▇▇▇) ▇▇▇-▇▇▇▇; fax (▇▇▇) ▇▇▇-▇▇▇▇; or e-mail
"▇▇▇▇▇.▇.▇▇▇▇▇@▇▇▇▇▇▇.▇▇▇.
Very truly yours,
THE BOEING COMPANY
ACCEPTED AND AGREED TO this
Date: January 27, 1999
MILBANK, TWEED, ▇▇▇▇▇▇ & ▇▇▇▇▇▇
THE CANADIAN IMPERIAL BANK OF COMMERCE
cc: ▇▇▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ at ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ Obiente &
▇▇▇▇▇ ▇▇▇▇▇▇▇▇ at COPA
BOEING COMMERCIAL AIRPLANE GROUP
▇.▇. ▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
6-1162-LAJ-874R2
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 supersedes and replaces in its entirety Letter Agreement
6-1162-LAJ-874R1. 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.
Very truly yours,
THE BOEING COMPANY
Page 2
ACCEPTED AND AGREED TO this
Date: December 9th, 2004
COPA HOLDINGS, S.A.
ATTACHMENT C1 (MODEL 737-700)
TO 6-1162-LAJ-874R1
**Material Redacted**
**2 pages**
Page 1
ATTACHMENT C2 (MODEL 737-800)
TO 6-1162-LAJ-874R1
**Material Redacted**
**2 pages**
Page 1
BOEING COMMERCIAL AIRPLANES
▇.▇. ▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
6-1162-LAJ-980
April 6, 2005
COPA HOLDINGS, S.A.
Apartado 1572
Avenida ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇ ▇▇▇▇▇ ▇▇
▇▇▇▇▇▇ ▇, ▇▇▇▇▇▇
**Material Redacted**
Very truly yours,
THE BOEING COMPANY
COPA HOLDINGS, S.A.
THE BOEING COMPANY
▇.▇. ▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
6-1162-LAJ-982R1
April 6, 2005
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 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**
Page 2
13. **Material Redacted**
14. **Material Redacted**
15. 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:_______________________________________, 2005
THE BOEING COMPANY
COPA HOLDINGS, S.A.
**Material Redacted**