Supplemental Agreement No. 22 to Purchase Agreement No. 2191 between The Boeing Company and
Supplemental Agreement No. 22
to
Purchase Agreement No. 2191
between
The Boeing Company
and
Relating to Boeing Model 737 Aircraft
THIS SUPPLEMENTAL AGREEMENT No. 22 (“Supplemental Agreement 22”) is entered into as of September 24, 2010 by and between THE BOEING COMPANY, a Delaware corporation with its principal office in Seattle, Washington, (Boeing) and COPA HOLDINGS, S.A. (Customer);
WHEREAS, the parties hereto entered into Purchase Agreement No. 2191 dated November 25, 1998, (as amended and supplemented and together with all exhibits, schedules and letter agreements pertaining thereto, the “Purchase Agreement”) relating to Boeing Model 737-7V3 and 737-8V3 aircraft (collectively, the “Aircraft” and each an “Aircraft”);
WHEREAS, Customer is purchasing [***] aircraft [***];
WHEREAS, Customer and Boeing have mutually agreed to amend the Agreement to incorporate the effect of these and certain other changes;
NOW THEREFORE, in consideration of the mutual covenants herein contained, the parties agree as follows:
1. Capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the Purchase Agreement. The [***] 737-8V3 aircraft that Customer is purchasing are hereinafter defined as the Table 1-13 Aircraft.
2. The “Table of Contents” of the Purchase Agreement is revised to reflect the changes made by this Supplemental Agreement 22 and a copy of such revised Table of Contents is attached hereto.
3. Table 1-13, “Aircraft Delivery, Description, Price and Advance Payments”, attached hereto, is added to the Purchase Agreement providing the delivery and pricing information for the Table 1-13 Aircraft.
6. Exhibit A-4 entitled “Aircraft Configuration for Customer’s 737-8V3 [***]” provides the configuration for the Table 1-13 Aircraft.
7. Supplemental Exhibit BFE1, Buyer Furnished Equipment Variables is not revised because preliminary on-dock dates for these delivery positions are not available as they are outside the current production schedule. [***]
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PA No. 2191
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Page 1
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SA No. 22
September 2010
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8. [***]
9. Letter Agreement 6-RLL-1162-3958R2, entitled “Option Aircraft Delivery, Description, Price and Advance Payments”, is [***]. The revised letter agreement 6-1962-RLL-3958R3 is attached hereto
10. [***]
11. [***]
12. Letter Agreement COP-2191-LA-10001606 entitled [***] attached hereto, is added to the Purchase Agreement.
[***]
The Purchase Agreement will be deemed to be supplemented and revised to the extent herein provided as of the date hereof and as so supplemented and revised will continue in full force and effect.
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PA No. 2191
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Page 2
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SA No. 22
September 2010
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Boeing and Customer have each caused this Supplemental Agreement to be duly executed as of the day and year first written above.
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THE BOEING COMPANY
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||||
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By:
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/s/ Xxxxxx Xxxxxx
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By:
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/s/ Xxxxx Xxxxxxxx
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Its:
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Attorney-In-Fact
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Its:
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Chief Executive Officer
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PA No. 2191
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Page 3
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SA No. 22
September 2010
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TABLE OF CONTENTS
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SA
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||||
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ARTICLES
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NUMBER
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|||
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1.
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Quantity, Model and Description
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SA 3
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2.
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Delivery Schedule
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|||
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3.
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Price
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|||
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4.
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Payment
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SA 3
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5.
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Miscellaneous
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|||
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TABLE
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||||
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1-1
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Aircraft Information Table for Model 737-7V3 Aircraft
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SA 4
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1-2
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Aircraft Information Table for Model 737-8V3 Aircraft
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SA 5
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1-3
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Aircraft Information Table for Model 737-7V3 Aircraft
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SA 7
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1-4
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Aircraft Information Table for Model 737-7V3 Aircraft
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SA 13
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1-5
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Aircraft Information Table for Model 737-8V3 Aircraft
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SA 13
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1-6
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Aircraft Information Table for Model 737-8V3 Aircraft
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SA 21
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1-7
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Aircraft Information Table for Model 737-8V3 Aircraft Option Aircraft
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SA 13
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1-8
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Aircraft Information Table for Model 737-8V3 Aircraft
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SA 21
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1-9
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Aircraft Information Table for Model 737-8V3 Aircraft
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SA 21
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1-10
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Aircraft Information Table for Model 737-8V3 Aircraft
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SA 21
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1-10A(1)
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Aircraft Information Table for Model 737-8V3 Aircraft
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SA 21
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||
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1-10A(2)
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Aircraft Information Table for Model 737-8V3 Aircraft
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SA 21
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||
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1-10B
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Aircraft Information Table for Model 737-8V3 Aircraft
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SA 21
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1-11
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Aircraft Information Table for Model 737-8V3 Option Aircraft
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SA 22
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1-12
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Aircraft Information Table for Model 737-8V3 Aircraft
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SA 21
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1-13
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Aircraft Information Table for Model 737-8V3 Aircraft
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SA 22
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1-14
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Aircraft Information Table for Model 737-8V3 Option Aircraft
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SA 22
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EXHIBIT
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||||
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A-1
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Aircraft Configuration for Model 737-7V3 Aircraft
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SA 3
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||
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A-2
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Aircraft Configuration for Model 737-8V3 Aircraft
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|||
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PA No. 2191
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i
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SA No. 22
September 2010
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A-3
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Aircraft Configuration for Model 737-8V3 Aircraft
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SA 18
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||
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A-4
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Aircraft Configuration for Model 737-8V3 Aircraft [***]
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SA 22
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||
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B.
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Aircraft Delivery Requirements and Responsibilities
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SA 3
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||
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SUPPLEMENTAL EXHIBITS
|
||||
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AE1.
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Escalation Adjustment Airframe and Optional Features
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SA 10
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||
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BFE1.
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BFE Variables
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SA 22
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||
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CS1.
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Customer Support Variables
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SA 3
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||
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EE1.
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Engine Escalation/Engine Warranty and Patent Indemnity
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|||
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SLP1.
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Service Life Policy Components
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|||
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LETTER AGREEMENTS
|
||||
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2191-01
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Demonstration Flight Waiver
|
|||
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2191-02
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[***]
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|||
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2191-03
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Seller Purchased Equipment
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|||
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2191-03R1
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Seller Purchased Equipment
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SA-20
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||
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RESTRICTED LETTER AGREEMENTS
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||||
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6-1162-XXX-0123
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Performance Guarantees
|
|||
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6-1162-XXX-0124
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Special Matters
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|||
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6-1162-XXX-0155
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Airframe Escalation Revision
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|||
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6-1162-XXX-0156
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Year 2000 Ready Software, Hardware and Firmware
|
|||
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6-1162-XXX-0157
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Miscellaneous Matters
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|||
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6-1162-MJB-0017
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Special Matters
|
|||
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6-1162-MJB-0030
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Special Matters
|
|||
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6-1162-LAJ-874R
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Special Matters
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SA 5
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||
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6-1162-LAJ-874R1
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Special Matters
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SA 6
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||
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6-1162-LAJ-874R2
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Special Matters
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SA 7
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||
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6-1162-LAJ-982
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Special Matters
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SA 8
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||
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6-1162-LAJ-982R3
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Special Matters
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SA 11
|
||
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6-1162-RLL-3852
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737-800 Performance Guarantees
|
SA 9
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||
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6-1162-LAJ-982R4
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Special Matters
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SA 13
|
||
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6-1162-RLL-3958
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737-8V3 Option Aircraft
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SA 13
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||
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6-1162-RLL-3958R1
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737-8V3 Option Aircraft
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SA 18
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||
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6-1162-RLL-3958R2
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737-8V3 Option Aircraft
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SA 21
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||
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6-1162-RLL-3958R3
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SA 22
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|||
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PA No. 2191
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ii
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SA No. 22
September 2010
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6-1162-LAJ-982R5
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Special Matters
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SA 16
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6-1162-LAJ-982R6
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Special Matters
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SA 17
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6-1162-LAJ-982R7
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Special Matters
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SA 18
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6-1162-LAJ-982R8
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Special Matters
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SA 22
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6-1162-RLL-4092
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Advance Payment Matters for Aircraft Listed in Table 1-9
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SA 17
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6-1162-KSW-6417
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[***]
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SA 18
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6-1162-KSW-6419
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[***]
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SA 20
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6-1162-KSW-6419R1
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[***]
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SA 22
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6-1162-KSW-6471
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[***]
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||
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[***]
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SA 22
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||
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LA-1000842
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Installation of Cabin Systems Equipment
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SA 21
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|
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LA-10001606
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[***]
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SA 22
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PA No. 2191
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iii
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SA No. 22
September 2010
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|
DATED AS OF:
|
|
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Supplemental Agreement No. 1
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June 29, 2001
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Supplemental Agreement No. 2
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December 21, 2001
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Supplemental Agreement No. 3
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June 14, 2002
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Supplemental Agreement No. 4
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December 20, 1002
|
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Supplemental Agreement No. 5
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October 31, 2003
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Supplemental Agreement No. 6
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September 9, 2004
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Supplemental Agreement No. 7
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December 9, 2004
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Supplemental Agreement No. 8
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April 15, 2005
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Supplemental Agreement No. 9
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March 16, 2006
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Supplemental Agreement No. 10
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May 8, 2006
|
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Supplemental Agreement No. 11
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August 30, 2006
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Supplemental Agreement No. 12
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February 26, 2007
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Supplemental Agreement No. 13
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April 23, 2007
|
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Supplemental Agreement No. 14
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August 31, 2007
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Supplemental Agreement No. 15
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February 21, 2008
|
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Supplemental Agreement No. 16
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June 30, 2008
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Supplemental Agreement No. 17
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December 15, 2008
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Supplemental Agreement No. 18
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July 15, 2009
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Supplemental Agreement No. 19
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August 31, 2009
|
|
Supplemental Agreement No. 20
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November 19, 2009
|
|
Supplemental Agreement No. 21
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May 28, 2010
|
|
PA No. 2191
|
iv
|
SA No. 22
September 2010
|
Table 1-13
Aircraft Delivery, Description, Price and Advance Payments
|
Airframe Model/MTOW:
|
737-800
|
[***]
|
Detail Specification:
|
[***]
|
||
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Engine Model/Thrust:
|
CFM56-7B26
|
[***]
|
Airframe Price Base Year/Escalation Formula:
|
[***]
|
[***]
|
|
|
Airframe Price:
|
[***]
|
Engine Price Base Year/Escalation Formula:
|
[***]
|
[***]
|
||
|
Optional Features:
|
[***]
|
|||||
|
Sub-Total of Airframe and Features:
|
[***]
|
Airframe Escalation Data:
|
||||
|
Engine Price (Per Aircraft):
|
$0
|
Base Year Index (ECI):
|
[***]
|
|||
|
Aircraft Basic Price (Excluding BFE/SPE):
|
[***]
|
Base Year Index (CPI):
|
[***]
|
|||
|
Buyer Furnished Equipment (BFE) Estimate:
|
$0
|
|||||
|
Seller Purchased Equipment (SPE) Estimate:
|
[***]
|
|||||
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Refundable Deposit/Aircraft at Proposal Accept:
|
[***]
|
|||||
|
Number
|
Escalation
|
Escalation
Estimate
Adv Payment
|
Advance Payment Per Aircraft (Amts. Due/Mos. Prior to Delivery):
|
||||||
|
Delivery
|
of
|
Factor
|
Serial
|
Base
|
[***]
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[***]
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[***]
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[***]
|
|
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Date
|
Aircraft
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(Airframe)
|
Number
|
Escalation
|
Price Per A/P
|
[***]
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[***]
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[***]
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[***]
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[***]
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[***]
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[***]
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[***]
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[***]
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[***]
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[***]
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[***]
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[***]
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[***]
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[***]
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[***]
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[***]
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[***]
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[***]
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[***]
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[***]
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[***]
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[***]
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[***]
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[***]
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[***]
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[***]
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[***]
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[***]
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[***]
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[***]
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[***]
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[***]
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[***]
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[***]
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[***]
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[***]
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[***]
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[***]
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[***]
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[***]
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[***]
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[***]
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[***]
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[***]
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[***]
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[***]
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[***]
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[***]
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[***]
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[***]
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[***]
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[***]
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[***]
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[***]
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[***]
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[***]
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[***]
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[***]
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[***]
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[***]
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[***]
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[***]
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[***]
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[***]
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[***]
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[***]
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[***]
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[***]
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[***]
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[***]
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[***]
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[***]
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[***]
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[***]
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[***]
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[***]
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[***]
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[***]
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[***]
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[***]
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[***]
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[***]
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[***]
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[***]
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[***]
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[***]
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[***]
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[***]
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[***]
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[***]
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[***]
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[***]
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[***]
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[***]
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[***]
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[***]
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[***]
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[***]
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[***]
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[***]
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[***]
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[***]
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[***]
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PA 2191 SA 22
|
Boeing Proprietary
|
9/2010
|
|
54965 54958
|
2
|
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[***]
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[***]
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[***]
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[***]
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[***]
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[***]
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[***]
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[***]
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[***]
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[***]
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[***]
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[***]
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[***]
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[***]
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[***]
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[***]
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[***]
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[***]
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[***]
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[***]
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[***]
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[***]
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[***]
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[***]
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[***]
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[***]
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[***]
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[***]
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[***]
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[***]
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[***]
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[***]
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[***]
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[***]
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[***]
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[***]
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[***]
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[***]
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[***]
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[***]
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[***]
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[***]
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[***]
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[***]
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[***]
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[***]
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[***]
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[***]
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[***]
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[***]
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[***]
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[***]
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[***]
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[***]
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[***]
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[***]
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[***]
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[***]
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[***]
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[***]
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[***]
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[***]
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[***]
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[***]
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[***]
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[***]
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[***]
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[***]
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[***]
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[***]
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[***]
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[***]
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[***]
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[***]
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[***]
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[***]
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[***]
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[***]
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[***]
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[***]
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[***]
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[***]
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[***]
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[***]
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[***]
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[***]
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[***]
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[***]
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[***]
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[***]
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[***]
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[***]
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[***]
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[***]
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[***]
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[***]
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PA 2191 SA 22
|
Boeing Proprietary
|
9/2010
|
|
54965 54958
|
2
|
|
Boeing Commercial Airplanes
|
||
|
X.X. Xxx 0000
|
||
|
Xxxxxxx, XX 00000-0000
|
6-1162-LAJ-982R8
Xxxxxxxxxxxx Xxxxx xxx Xxxx
X.X. Xxx 0000-00000
Xxxxxx, Xxxxxxxx of Panama
|
Subject:
|
Special Matters
|
|
Reference:
|
Purchase Agreement No. 2191 as amended to date, including without limitation all exhibits, attachments, schedules and letter agreements thereto (the Purchase Agreement) between The Boeing Company (Boeing) and COPA HOLDINGS, S.A. (Customer) relating to Model 737 aircraft (the Aircraft)
|
This Letter Agreement amends and supplements the Purchase Agreement and supersedes and replaces in its entirety Letter Agreement 6-1162-LAJ-982R7. All terms used but not defined in this Letter Agreement have the same meaning as in the Purchase Agreement. For purposes of this Letter Agreement “Incremental Aircraft” as defined in Supplemental Agreement 18 are “Aircraft” or “Table 1-10A&B Aircraft”; the exercised Option Aircraft in Supplemental Agreement 21 are “Table 1-12 Aircraft” and “Aircraft” and the “Table 1-13 Aircraft” are “Table 1-13 Aircraft” and “Aircraft”.
In consideration of [***] Boeing provides [***]
[***] Except as otherwise expressly stated below, [***]
1. [***] Concurrent with delivery of each Aircraft, [***]
[***]
1.1. [***]
1.2. [***]
2. [***] Concurrent with delivery of each Aircraft, [***]
[***]
2.1. [***]
2.2. [***]
|
PA 2191 SA 22
|
9/2010
|
6-1162-LAJ-982R8
3. [***] For those Aircraft that Customer [***]
[***] concurrent with delivery of each such Aircraft, [***]
3.1. [***]
3.2. [***]
4. [***]
4.1. [***] At the time of delivery of the [***] and [***] Aircraft with [***] respectively, Boeing will provide [***]
[***]
4.2 [***]
4.3.1. [***] At the time [***] of each [***] Aircraft delivering [***] Boeing will issue to Customer [***] using [***]
4.2.2 [***] At the time of delivery of each [***] Aircraft delivering [***] Boeing will issue to Customer [***] to the time of [***]
4.2.3 [***] At the time of [***] of each [***] Aircraft delivering in [***] , Boeing will issue to Customer a [***]
|
PA 2191 SA-22
|
2
|
9/2010
|
4.3 [***]
If Customer purchases [***] of the [***] Aircraft listed in [***] prior to [***] each [***] Aircraft listed in [***] subject to [***]
5. [***]
Notwithstanding the [***] of the [***] , Customer may [***] Aircraft identified [***] The [***] amounts due are calculated by taking the percentage listed multiplied by the Advance Payment Base Price. The difference in the amount of [***] and the [***] is the amount of advance payments that are deferred (Deferred Advance Payments). For those Aircraft not listed in this [***] Customer shall [***]
Tables, 1-5, 1-6, 1-8, 1-10A&B and 1-12 737-8V3Aircraft
|
[***]
|
[***]
|
|
[***]
|
[***] % [***]
|
|
[***] Months Prior to Delivery
|
[***] %
|
|
[***] Months Prior to Delivery
|
[***] %
|
|
[***] Months Prior to Delivery
|
[***] %
|
|
[***] Months Prior to Delivery
|
[***] %
|
|
[***] Months Prior to Delivery
|
[***] %
|
|
[***] Months Prior to Delivery
|
[***] %
|
|
Total
|
[***] %
|
|
PA 2191 SA-22
|
3
|
9/2010
|
Table 1-13 737-8V3Aircraft
|
[***]
|
[***]
|
|
[***]
|
[***] % [***]
|
|
[***] Months Prior to Delivery
|
[***] %
|
|
[***] Months Prior to Delivery
|
[***] %
|
|
[***] Months Prior to Delivery
|
[***] %
|
|
[***] Months Prior to Delivery
|
[***] %
|
|
[***] Months Prior to Delivery
|
[***] %
|
|
Total
|
[***] %
|
6. [***] Customer agrees to [***] of this Letter Agreement [***]
6.1 For those Aircraft listed [***] , the [***] will [***] The [***] for the [***] will be made at [***] . [***] used for this calculation will be [***]
6.2 For those Aircraft listed in [***] , the [***] will [***] The [***] will be [***] and will be reset [***] Interest on [***] will be calculated [***] Customer will be invoiced for [***]
7. [***] Intentionally omitted. [***]
8. [***] Customer may exercise [***] for [***] and [***] model Aircraft by giving [***] Boeing will [***] to document [***] and present [***] to Customer for review and approval.
9. [***] Notwithstanding the [***] that would otherwise be calculated pursuant to [***] Boeing and Customer agree to [***]
10. [***] Notwithstanding the [***] that would otherwise be calculated pursuant to [***] Customer may [***] in accordance with the provisions of [***] Those Aircraft for which Customer has elected to [***]
11. [***] Boeing agrees that, notwithstanding [***] or herein to the contrary at the time [***] the [***] that is determined by [***] applicable to the [***] will not exceed [***] for an Aircraft delivering in [***] As such, for Aircraft, set forth in [***] as of the date of [***]
11.1 If the [***] determined by [***] for a [***] the actual [***] determined by [***]
11.2 If the [***] determined by [***] is more than the [***] the [***] will be used.
11.3 For Aircraft, set forth in [***] as of the date of [***] that deliver after [***] as follows:
11.4 If the [***] determined by [***] is less than or equal [***] the [***] will be in accordance [***]
11.5 If the [***] determined by [***] is greater than [***] the [***] in accordance with [***]
11.6 The [***] for [***] identified in the [***] as subject to [***] and which pertains to an Aircraft, set forth in [***] shall be calculated [***]
11.7
12. [***]
Customer and Boeing agree that [***] apply to [***] as described [***] entitled [***] of [***] Customer and Boeing agree that [***] applicable. The [***] contained in [***] as applicable, as well as the [***]
|
PA 2191 SA-22
|
5
|
9/2010
|
|
13.
|
Confidentiality. The information contained herein represents confidential business information and has value precisely because it is not available generally or to other parties. Except as otherwise required by applicable law, regulation or legal process, Customer will limit the disclosure of its contents to employees, counsel and auditors of Customer with a need to know the contents for purposes of helping Customer perform its obligations under the Purchase Agreement or advising Customer with respect thereto and who understand they are not to disclose its contents to any other person or entity in violation of the provisions of this Paragraph 13.
|
|
Very truly yours,
|
||
|
THE BOEING COMPANY
|
||
|
By
|
/s/ Xxxxxx Xxxxxx
|
|
|
Its
|
Attorney-In-Fact
|
|
|
ACCEPTED AND AGREED TO this
|
||
|
Date: ______________________________, 2010
|
||
|
COPA HOLDINGS, S.A.
|
||
|
By
|
/s/ Xxxxx Xxxxxxxx
|
|
|
Its
|
Chief Executive Officer
|
|
|
PA 2191 SA-22
|
6
|
9/2010
|
|
Boeing Commercial Airplanes
|
||
|
X.X. Xxx 0000
|
||
|
Xxxxxxx, XX 00000-0000
|
6-1162-RLL-3958R3
COPA HOLDINGS, S.A.
Xxxxxxxxxxxx Xxxxx xxx Xxxx
X.X. Xxx 0000-00000
Xxxxxx, Xxxxxxxx of Panama
|
Subject:
|
Option Aircraft
|
|
Reference:
|
Purchase Agreement No. 2191 as amended to date, including without limitation all exhibits, attachments, schedules and letter agreements thereto (the Purchase Agreement) between The Boeing Company (Boeing) and COPA HOLDINGS, S.A. (Customer) relating to Model 737 aircraft (the Aircraft)
|
This Letter Agreement amends the Purchase Agreement and supersedes and replaces in its entirety Letter Agreement 6-1162-RLL-3958R2. All terms used but not defined in this Letter Agreement have the same meaning as in the Purchase Agreement.
Boeing agrees [***] The options for [***] have been [***] New [***] are provided in [***]
[***] a copy of each of which is attached hereto. The [***] are listed in [***] and [***] to this Letter Agreement. The [***] shown includes [***]
1. Aircraft Description and Changes
1.1 Aircraft Description: The Option Aircraft are described by the [***].
1.2 Changes: The Detail Specification will be revised to include:
|
|
(i)
|
[***]
|
|
|
(ii)
|
[***] and
|
|
|
(iii)
|
[***]
|
|
PA No. 2191
|
SA-22
|
|
Option Aircraft
|
9/10
|
COPA HOLDINGS, S.A
6-1162-RLL-3958R3
|
2.
|
Price
|
|
2.1
|
[***]
|
|
2.2
|
[***].
|
2.2.1 [***] The [***] for [***] selected [***] will be [***] as of the date of [***]
2.2.2 [***] The [***] and the [***] of [***] for [***] will be [***] the Aircraft, and will be [***]
2.2.3 [***] The [***] of the [***] will be [***]
|
3.
|
Payment.
|
3.1 Customer will pay [***] If Customer exercises [***] the [***] If Customer does not [***] Boeing will [***]
3.2 Following [***] The remainder of [***] for the [***] will be [***]
|
PA No. 2191
|
SA-22
|
|
Option Aircraft
|
9/10
|
2
COPA HOLDINGS, S.A
6-1162-RLL-3958R3
4. Option Exercise.
4.1 Customer may [***] in respect of [***] by giving [***] prior to [***] of the relevant [***] as listed in [***]
4.2 If Boeing must [***] which are dependent on [***] Boeing may [***] If Boeing and Customer fail to agree [***] either party may [***]
5. [***]
5.1 The (1) [***] and the (1) [***] were [***] with [***] and (1) [***] These [***] were [***] in [***] and are not covered in [***] These [***] represent [***]
6. Contract Terms.
Boeing and Customer will use [***] In the event the parties [***] either party may [***] If Customer and Boeing fail to [***]
|
P.A. 2191
|
SA-22
|
|
Option Aircraft
|
9/10
|
3
COPA HOLDINGS, S.A
6-1162-RLL-3958R3
Very truly yours,
|
THE BOEING COMPANY
|
||
|
By
|
/s/ Xxxxxx Xxxxxx
|
|
|
Its
|
Attorney-In-Fact
|
|
|
ACCEPTED AND AGREED TO this
|
||
|
Date: September , 2010
|
||
|
COPA HOLDINGS, S.A.
|
||
|
By
|
/s/ Xxxxx Xxxxxxxx
|
|
|
Its
|
Chief Executive Officer
|
|
|
Attachment – Table 1-11 and 1-14
|
||
|
P.A. 2191
|
SA-22
|
|
Option Aircraft
|
9/10
|
4
Table 1-11
Option Aircraft Delivery, Description, Price and Advance Payments
|
Airframe Model/MTOW:
|
737-800
|
[***]
|
Detail Specification:
|
[***]
|
||
|
Engine Model/Thrust:
|
CFM56-7B26
|
[***]
|
Airframe Price Base Year/Escalation Formula:
|
[***]
|
[***]
|
|
|
Airframe Price:
|
[***]
|
Engine Price Base Year/Escalation Formula:
|
[***]
|
[***]
|
||
|
Optional Features:
|
[***]
|
|||||
|
Sub-Total of Airframe and Features:
|
[***]
|
Airframe Escalation Data:
|
||||
|
Engine Price (Per Aircraft):
|
$0
|
Base Year Index (ECI):
|
[***]
|
|
||
|
Aircraft Basic Price (Excluding BFE/SPE):
|
[***]
|
Base Year Index (CPI):
|
[***]
|
|
||
|
Buyer Furnished Equipment (BFE) Estimate:
|
$0
|
|||||
|
Seller Purchased Equipment (SPE) Estimate:
|
[***]
|
|||||
|
Non-Refundable Deposit/Aircraft at Def Agreemt:
|
[***]
|
|||||
|
Escalation
|
Escalation
Estimate
|
Advance Payment Per Aircraft (Amts. Due/Mos. Prior to Delivery):
|
|||||||
|
Delivery
|
Number of
|
Factor
|
|
Adv Payment Base
|
[***]
|
[***]
|
[***]
|
[***]
|
|
|
Date
|
Aircraft
|
(Airframe)
|
|
|
Price Per A/P
|
[***]
|
[***]
|
[***]
|
[***]
|
|
[***]
|
[***]
|
[***]
|
[***]
|
|
[***]
|
[***]
|
[***]
|
[***]
|
[***]
|
|
[***]
|
[***]
|
[***]
|
[***]
|
|
[***]
|
[***]
|
[***]
|
[***]
|
[***]
|
|
[***]
|
[***]
|
[***]
|
[***]
|
[***]
|
[***]
|
[***]
|
[***]
|
[***]
|
[***]
|
|
[***]
|
[***]
|
[***]
|
[***]
|
[***]
|
[***]
|
[***]
|
[***]
|
[***]
|
[***]
|
|
[***]
|
[***]
|
[***]
|
[***]
|
[***]
|
[***]
|
[***]
|
[***]
|
[***]
|
[***]
|
|
[***]
|
[***]
|
[***]
|
[***]
|
[***]
|
[***]
|
[***]
|
[***]
|
[***]
|
[***]
|
|
[***]
|
[***]
|
[***]
|
[***]
|
[***]
|
[***]
|
[***]
|
[***]
|
[***]
|
[***]
|
|
[***]
|
[***]
|
[***]
|
[***]
|
[***]
|
[***]
|
[***]
|
[***]
|
[***]
|
[***]
|
|
[***]
|
[***]
|
[***]
|
COP-54039-10.TXT
|
Boeing Proprietary
|
Sep 2010
|
|
PA No. 2191 SA-22
|
Page 1
|
Attachment to
6-1162-RLL-3958R3
Table 1-14
Option Aircraft Delivery, Description, Price and Advance Payments
|
Airframe Model/MTOW:
|
737-800
|
[***]
|
Detail Specification:
|
[***]
|
||
|
Engine Model/Thrust:
|
CFM56-7B26
|
[***]
|
Airframe Price Base Year/Escalation Formula:
|
[***]
|
[***]
|
|
|
Airframe Price:
|
[***]
|
Engine Price Base Year/Escalation Formula:
|
[***]
|
[***]
|
||
|
Optional Features:
|
[***]
|
|||||
|
Sub-Total of Airframe and Features:
|
[***]
|
Airframe Escalation Data:
|
||||
|
Engine Price (Per Aircraft):
|
$0
|
Base Year Index (ECI):
|
[***]
|
|||
|
Aircraft Basic Price (Excluding BFE/SPE):
|
[***]
|
Base Year Index (CPI):
|
[***]
|
|||
|
Buyer Furnished Equipment (BFE) Estimate:
|
$0
|
|||||
|
Seller Purchased Equipment (SPE) Estimate:
|
[***]
|
|||||
|
Non-Refundable Deposit/Aircraft at Def Agreemt:
|
[***]
|
|||||
|
|
Escalation
|
Escalation
Estimate
|
Advance Payment Per Aircraft (Amts. Due/Mos. Prior to Delivery):
|
||||||
|
Delivery
|
Number of
|
Factor
|
|
Adv Payment Base
|
[***]
|
[***]
|
[***]
|
[***]
|
|
|
Date
|
Aircraft
|
(Airframe)
|
|
|
Price Per A/P
|
[***]
|
[***]
|
[***]
|
[***]
|
|
[***]
|
[***]
|
[***]
|
|
[***]
|
[***]
|
[***]
|
[***]
|
[***]
|
|
|
[***]
|
[***]
|
[***]
|
|
|
[***]
|
[***]
|
[***]
|
[***]
|
[***]
|
|
[***]
|
[***]
|
[***]
|
|
|
[***]
|
[***]
|
[***]
|
[***]
|
[***]
|
|
[***]
|
[***]
|
[***]
|
|
|
[***]
|
[***]
|
[***]
|
[***]
|
[***]
|
|
[***]
|
[***]
|
[***]
|
|
|
[***]
|
[***]
|
[***]
|
[***]
|
[***]
|
|
[***]
|
[***]
|
[***]
|
|
|
[***]
|
[***]
|
[***]
|
[***]
|
[***]
|
|
[***]
|
[***]
|
[***]
|
|
|
[***]
|
[***]
|
[***]
|
[***]
|
[***]
|
|
[***]
|
[***]
|
[***]
|
|
|
[***]
|
[***]
|
[***]
|
[***]
|
[***]
|
|
[***]
|
[***]
|
[***]
|
|
|
[***]
|
[***]
|
[***]
|
[***]
|
[***]
|
|
[***]
|
[***]
|
[***]
|
|
|
[***]
|
[***]
|
[***]
|
[***]
|
[***]
|
|
COP{ PA 2191 SA-22
|
Boeing Proprietary
|
9/2010
|
|
54695-1O.TXT
|
Page 1
|
|
Boeing Survey (continued)
|
Page 2
|
|
[***]
|
[***]
|
[***]
|
|
|
[***]
|
[***]
|
[***]
|
[***]
|
[***]
|
|
Boeing Commercial Airplanes
|
|
|
X.X. Xxx 0000
|
|
|
Xxxxxxx, XX 00000-0000
|
6-1162-KSW-6419R1
COPA HOLDINGS, S.A.
Xxxxxxxxxxxx Xxxxx xxx Xxxx
X.X. Xxx 0000-00000
Xxxxxx, Xxxxxxxx of Panama
|
Subject:
|
[***]
|
|
Reference:
|
Purchase Agreement No. 2191, as amended to date, including without limitation all exhibits, attachments, schedules and letter agreements thereto (the Purchase Agreement), between The Boeing Company (Boeing) and COPA HOLDINGS, S.A. (Customer) relating to Model 737-8V3 aircraft (the Aircraft)
|
[***]
COPA HOLDINGS, S.A., INC.
6-1162-KSW-6419R1
Page 2
6. The information contained herein represents confidential business information and has value precisely because it is not available generally or to other parties. Except as otherwise required by applicable law, regulation or legal process, Customer will limit the disclosure of its contents to employees, counsel and auditors of Customer with a need to know the contents for purposes of helping Customer perform its obligations under the Purchase Agreement or advising Customer with respect thereto and who understand they are not to disclose its contents to any other person or entity in violation of the provisions of this Paragraph 6.
Very truly yours,
|
THE BOEING COMPANY
|
||
|
By
|
/s/ Xxxxxx Xxxxxx
|
|
|
Its
|
Attorney-In-Fact
|
|
|
ACCEPTED AND AGREED TO this
|
||
|
Date: , 2010
|
||
|
COPA HOLDINGS, S.A.
|
||
|
By
|
Xxxxx Xxxxxxxx
|
|
|
Its
|
Chief Executive Officer
|
|
|
P.A. No. 2191
|
SA-22
|
|
[***]
|
|
|
09/10
|
Boeing Proprietary
|
Attachment A to Letter Agreement 6-1162-KSW-6419R1
[***]
|
Airframe Model
|
737-800
|
|
Engine Model:
|
CFM56-7B26
|
|
Airframe Price Base Year
|
[***]
|
|
Engine Price Base Year
|
[***]
|
|
Delivery
Month and
Year
|
Subject Aircraft
Serial Number
|
Applicable
Combined
Airframe/Engine
Escalation
Provisions
|
Election Period
|
|
[***]
|
[***]
|
[***]
|
[***]
|
|
[***]
|
[***]
|
[***]
|
[***]
|
|
[***]
|
[***]
|
[***]
|
[***]
|
|
[***]
|
[***]
|
[***]
|
[***]
|
|
[***]
|
[***]
|
[***]
|
[***]
|
|
[***]
|
[***]
|
[***]
|
[***]
|
|
[***]
|
[***]
|
[***]
|
[***]
|
|
[***]
|
[***]
|
[***]
|
[***]
|
|
[***]
|
[***]
|
[***]
|
[***]
|
|
[***]
|
[***]
|
[***]
|
[***]
|
|
[***]
|
[***]
|
[***]
|
[***]
|
|
[***]
|
[***]
|
[***]
|
[***]
|
|
[***]
|
[***]
|
[***]
|
[***]
|
|
[***]
|
[***]
|
[***]
|
[***]
|
|
[***]
|
[***]
|
[***]
|
[***]
|
|
[***]
|
[***]
|
[***]
|
[***]
|
|
[***]
|
[***]
|
[***]
|
[***]
|
|
P.A. No. 2191
|
SA-22
|
|
|
09/10
|
||
|
Boeing Proprietary
|
Attachment A to Letter Agreement 6-1162-KSW-6419R1
[***]
|
[***]
|
[***]
|
[***]
|
[***]
|
|
[***]
|
[***]
|
[***]
|
[***]
|
|
[***]
|
[***]
|
[***]
|
[***]
|
|
[***]
|
[***]
|
[***]
|
[***]
|
|
[***]
|
[***]
|
[***]
|
[***]
|
|
[***]
|
[***]
|
[***]
|
[***]
|
|
[***]
|
[***]
|
[***]
|
[***]
|
|
[***]
|
[***]
|
[***]
|
[***]
|
|
[***]
|
[***]
|
[***]
|
[***]
|
|
[***]
|
[***]
|
[***]
|
[***]
|
|
[***]
|
[***]
|
[***]
|
[***]
|
|
[***]
|
[***]
|
[***]
|
[***]
|
|
P.A. No. 2191
|
SA-22
|
|
|
09/10
|
||
|
Boeing Proprietary
|
Boeing Commercial Airplanes
X.X. Xxx 0000
Xxxxxxx, Xxxxxxxxxx 00000-0000
X.X.X.
|
Reference:
|
Purchase Agreement No. 2191 dated as of November 25, 1998, as amended to date, including all exhibits, attachments, schedules and letter agreements thereto, between The Boeing Company (Boeing) and COPA HOLDINGS, S.A. (the Purchase Agreement)
|
|
Attention:
|
Vice President – Contracts
Mail Code 21-34
|
Pursuant to Article 2 of Letter Agreement 6-1162-KSW-6419 (Letter Agreement) to the Purchase Agreement and subject to the provisions of Article 3 of such Letter Agreement, COPA HOLDINGS, S.A. [***]:
|
Airframe Model:
|
Airframe Price Base Year:
|
|
|
Engine Model:
|
Engine Price Base Year:
|
[***]
|
|
Delivery Month and Year
|
Candidate Aircraft
Serial Number
|
Combined
Airframe/Engine
Escalation Factor
|
|
COPA HOLDINGS, S.A.
|
||
|
By
|
||
|
Its
|
||
|
Dated
|
||
|
[***]
|
||
|
THE BOEING COMPANY
|
||
|
By
|
||
|
Its
|
Attorney-in-Fact
|
|
|
Dated
|
||
|
P.A. No. 2191
|
SA-22
|
|
|
09/10
|
||
|
Boeing Proprietary
|
|
|
The Boeing Company
X.X. Xxx 0000
Xxxxxxx, XX 00000-0000
|
LA-1001606
COPA HOLDINGS S.A.
Xxxxxxxxxxxx Xxxxx xxx Xxxx
X.X. Xxx 0000-00000
Xxxxxx, Xxxxxxxx of Panama
|
Subject:
|
[***]
|
|
Reference:
|
Purchase Agreement No. PA-2191 as amended to date, including without limitation all exhibits, attachments, schedules and letter agreements thereto (Purchase Agreement) between The Boeing Company (Boeing) and COPA Holdings S.A. (Customer) relating to Model 737-800 aircraft (Aircraft)
|
[***]
1.2 [***]
|
COP-PA-2191-LA-1001606
|
SA-22
|
|
|
[***]
|
LA Page 1
|
|
|
Boeing Proprietary
|
|
4.
|
Confidential Treatment.
|
The information contained herein represents confidential business information and has value precisely because it is not available generally or to other parties. Except as otherwise required by applicable law, regulation or legal process, Customer will limit the disclosure of its contents to employees, counsel and auditors of Customer with a need to know the contents for purposes of helping Customer perform its obligations under the Purchase Agreement or advising Customer with respect thereto and who understand they are not to disclose its contents to any other person or entity in violation of the provisions of this Paragraph 4.
|
COP-PA-2191-LA-1001606
|
SA-22
|
|
|
[***]
|
LA Page 2
|
|
|
Boeing Proprietary
|
|
Very truly yours,
|
||
|
THE BOEING COMPANY
|
||
|
By
|
/s/ Xxxxxx Xxxxxx
|
|
|
Its
|
Attorney-in-Fact
|
|
|
ACCEPTED AND AGREED TO this
|
||
|
Date:
|
||
|
COPA Holdings, S.A.
|
||
|
By
|
/s/ Xxxxx Xxxxxxxx
|
|
|
Its
|
Chief Executive Officer
|
|
|
COP-PA-2191-LA-1001606
|
SA-22
|
|
|
[***]
|
LA Page 3
|
|
|
Boeing Proprietary
|
