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 10.26
Supplemental Agreement No. 4
to
Purchase Agreement No. 2191
between
The Boeing Company
and
Copa Holdings, S.A., Inc.
Relating to Boeing Model 737 Aircraft
THIS SUPPLEMENTAL AGREEMENT entered into as of December 20, 2002, by and
between THE BOEING COMPANY, a Delaware corporation with its principal office in
Seattle, Washington, (Boeing) and COPA HOLDINGS, S.A., INC.;
WHEREAS, the parties hereto entered into Purchase Agreement No. 2191 dated
November 25, 1998 (the Agreement), as amended and supplemented, relating to
Boeing Model 737-700 aircraft (the Aircraft) ; and
WHEREAS, Boeing and Buyer have mutually agreed to modify delivery
positions resulting in the acceleration of two (2) 737-700 Aircraft, from
December, 2005 to one (1) in September 2003, and one (1) in October, 2003; and
two (2) 737-700 Aircraft, from August and November, 2004 to May and June, 2004.
WHEREAS, Boeing and Buyer have mutually agreed to amend the Agreement to
incorporate the effect of these and certain other changes;
NOW THEREFORE, in consideration of the mutual covenants herein contained,
the parties agree to amend the Agreement as follows:
1. Table of Contents, Tables and Exhibits:
1.1 Remove and replace, in its entirety, the "Table of Contents", with the
"Table of Contents" attached hereto, to reflect the changes made by this
Supplemental Agreement No. 4.
1.2 Remove and replace, in its entirety, Table 1-1 entitled "Aircraft
Delivery, Description, Price and Advance Payments, Model 737-700 Aircraft Block
A", with revised Table
1-1 attached hereto, to reflect the delivery acceleration of two (2) 737-700
Aircraft, from December, 2005 to one (1) in September 2003, and one (1) in
October, 2003, and two (2) 737-700 Aircraft, from August and November, 2004 to
May and June, 2004.
The Purchase Agreement will be deemed to be supplemented to the extent herein
provided as of the date hereof and as so supplemented will continue in full
force and effect.
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. Aircraft Information Table SA 2, SA 4
EXHIBIT
A. Aircraft Configuration SA 3
B. Aircraft Delivery Requirements and Responsibilities SA 3
SUPPLEMENTAL EXHIBITS
BFE1. BFE Variables SA 3
CS 1. Customer Support Variables SA 3
EE 1. Engine Escalation/Engine Warranty and Patent Indemnity
SLP1. Service Life Policy Components
LETTER AGREEMENTS
2191-01 Demonstration Flight Waiver
2191-02 Escalation Sharing
2191-03 Seller Purchased Equipment
6-1162-▇▇▇-0123 Performance Guarantees
6-1162-▇▇▇-0124 **Material Redacted**
6-1162-▇▇▇-0155 **Material Redacted**
6-1162-▇▇▇-0156 Year 2000 Ready Software, Hardware and Firmware
6-1162-▇▇▇-0157 Miscellaneous Matters
6-1162-MJR-0017 **Material Redacted**
6-1162-MJB-0030 **Material Redacted**
SUPPLEMENTAL AGREEMENTS DATED AS OF:
--------------------------- -----------------
Supplemental Agreement No. 1 June 29, 2001
Supplemental Agreement No. 2 December 21, 2001
Supplemental Agreement No. 3 June 14, 2002
Supplemental Agreement No. 4 December 20, 2002
TABLE 1 TO
PURCHASE AGREEMENT NO. 2191
AIRCRAFT DELIVERY, DESCRIPTION, PRICE AND ADVANCE PAYMENTS
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: ▇▇▇-▇▇▇ ▇▇▇,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): 145.40
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
ESCALATION ADVANCE PAYMENT PER AIRCRAFT (AMTS. DUE/MOS. PRIOR TO DELIVERY):
ESCALATION ESTIMATE ADV ----------------------------------------------------------------
NUMBER OF 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
December 20, 2002
6-1162-MJB-0030
COPA (Campania Panamena de Aviacion S. A.)
Attention: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Executive President
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 737-7V3 and 737-8V3 aircraft (Aircraft).
Dear ▇▇. ▇▇▇▇▇▇▇▇,
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**
3. **Material Redacted**
4. Confidentiality. Boeing considers the matters discussed herein extremely
sensitive and accordingly we ask that you treat this letter as confidential and
not disclose its contents to any third party without Boeing's written
permission.
Sincerely,
THE BOEING COMPANY
