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 10.3
AIRCRAFT LEASE AMENDMENT AGREEMENT
(MSN 29047)
DATED AS OF
MAY 21, 2003
BETWEEN
▇▇▇▇▇ FARGO BANK NORTHWEST, NATIONAL ASSOCIATION,
AS
LESSOR
AND
COMPANIA PANAMENA DE AVIACION, S.A. (COPA)
AS
LESSEE
IN RESPECT OF
ONE BOEING MODEL 737-71Q AIRCRAFT
MANUFACTURER'S SERIAL NUMBER 29047
AIRCRAFT LEASE AMENDMENT AGREEMENT
(MSN 29047)
This Aircraft Lease Amendment Agreement (MSN 29047) is made as of the 21 day of
May, 2003 between:
(1) ▇▇▇▇▇ FARGO BANK NORTHWEST, NATIONAL ASSOCIATION (formerly known as First
Security Bank, National Association) a national banking association whose
principal place of business is ▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇
▇▇▇▇▇, not in its individual capacity, except as otherwise expressly provided
herein, but solely as Owner Trustee ("Lessor"); and
(2) COMPANIA PANAMENA DE AVIACION, S.A. (COPA), a company incorporated under the
laws of the Republic of Panama whose registered office is at Avenida ▇▇▇▇▇
▇▇▇▇▇▇▇▇▇ y ▇▇▇▇▇ ▇▇, ▇▇▇▇▇▇ ▇, ▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇ ("Lessee");
WHEREAS, Lessor wishes to amend the terms of the Aircraft Lease Agreement dated
as of 1 October 1998 (as amended, the "LEASE") in respect of one Boeing model
B737-71Q aircraft msn 29047 and Panamanian Registration HP-1369 CMP (the
"AIRCRAFT") as set out herein
IT IS AGREED as follows:
1. INTERPRETATION
1.1 Section 1.1 of the Lease is amended by adding the following definition
thereto:
"Amendment Agreement that certain Aircraft Lease Amendment Agreement dated as of
May __,2003 by and between Lessor and Lessee. From and after the date hereof,
the term "Lease" shall be deemed to mean the Lease as amended by the Amendment
Agreement."
1.2 Capitalised terms used herein shall, unless otherwise indicated, bear the
same meanings ascribed thereto pursuant to the Lease. The provisions of
Clause 1.2 of the Lease apply as if set out herein, mutatis mutandis.
2. REPRESENTATIONS AND WARRANTIES
The Lessee hereby repeats the representations and warranties contained in Clause
2.1 of the Lease as if made with reference to facts and circumstances existing
as of the date of this Amendment Agreement. For avoidance of doubt, the
reference to Lessee's "Accounts" set forth in Clause 2.1(13) (Material Adverse
Change) shall be deemed to
refer to the accounts most recently provided by Lessee to Lessor prior to the
date of this Amendment Agreement.
3. AMENDMENTS TO LEASE
3.1. TERM: Clause 4.2 of the Lease is hereby amended by adding the words "and
Term" to the word "Commencement" in the heading; and by adding a new
paragraph to the end thereof as follows:
"Provided that the Aircraft has not been earlier redelivered in
accordance with this Agreement, this Agreement has not earlier been
terminated in accordance with its terms, or Lessor has not earlier
received the Agreed Value following an Event of Loss, the Term shall,
unless the parties otherwise agree, be automatically extended for
successive periods of one year (each an "Extension Term") up to a
maximum term ending April 21, 2009 (but subject to an additional
extension of one year, at Lessee's choice, commencing April 22,
2009 and ending April 21, 2010, provided that no Event of Default
shall have occurred and be continuing at the time of such election and
as of April 21, 2009 and that Lessee shall have given Lessor written
notice (which, once given, shall be irrevocable) of its election to so
extend the Term not less than 12 months prior to April 21, 2009) and
the definition of "Expiry Date" set forth in Section 1.1 of the Lease
shall be construed accordingly".
3.2 RENT: With effect from May 1, 2003, the definition of "Rent" set forth in
Annex A to the Lease is amended by deleting paragraphs (1) and (2) thereof
in their entirety and substituting the following:
"(1) For the period commencing on May 1, 2003 and throughout each
yearly Extension Term up to and until April 21, 2009, $**Material
Redacted** per Rental Period;
(2) Should Lessee elect to extend the Lease from April 22, 2009 until
April 21, 2010 as set forth in Clause 4.2 of the Lease (as amended by
Clause 3.1 of the Aircraft Amendment Agreement), each installment of
Rent in respect of each Rental Period shall be calculated on the basis
of an assumed rent of $**Material Redacted** per month (the "Assumed
Rent"). The Assumed Rent is calculated on the assumption that the
"Applicable LIBOR" (being 12-month The Bank of Tokyo-Mitsubishi, Ltd.
LIBOR as quoted to Lessor two banking days prior to April 22, 2009) is
**Material Redacted**% per annum. To the extent that the Applicable
LIBOR is higher or lower than **Material Redacted**% per annum, the
Assumed Rent shall be increased (in the case where the Applicable
LIBOR is higher than **Material Redacted**% per annum) or reduced (in
the case where the Applicable LIBOR is lower than **Material
Redacted**% per annum) by $**Material Redacted** for each **Material
Redacted**% difference between Applicable LIBOR and **Material
Redacted**% per annum (and pro rata for fractions of a per cent) to
determine the Rent payable by the Lessee on the Rent Dates for each
Rental Period occurring on or after April 22, 2009."
3.3. BLENDED WINGLETS: Schedule 4 to the Lease is hereby amended by adding the
following as paragraph 1.7 thereof:
"Lessor and Lessee agree to the installation of the blended winglets
on the Aircraft during any period where it can be reasonably scheduled
prior to Redelivery without affecting the commercial program of the
Aircraft. Lessor and Lessee shall compare the cost of material and
installation available to each of Lessor and Lessee under their
respective agreements (collectively, the "APB ARRANGEMENTS") with
Aviation Partners Boeing ("APB") and the procurement and installation
of the winglets shall be made under and pursuant to the less expensive
of the two APB arrangements. Lessor shall either pay to APB the full
cost of labor and equipment or reimburse Lessee for same upon
presentation to Lessor of the actual invoice. The blended winglets
shall remain on the Aircraft at Redelivery."
3.4. ENGINE DERATE: Notwithstanding any other provision of the Lease, Lessor
consents to Lessee's decreasing the Engine take-off thrust rating from
24,000lbs. to 22,000lbs. after installation of the blended winglets subject
to receipt by Lessor of prior written confirmation (in form and substance
satisfactory to Lessor acting reasonably) from the Engine Manufacturer that
returning the Engine take-off thrust rating to 24,000lbs. will not result
in any cost and, further, the parties agree that Schedule 4 to the Lease is
hereby amended by adding the following as paragraph 3.6 thereof:
"The take-off thrust rating of the Engines shall be not less than
24,000lbs at Redelivery".
3.5. LETTERS OF CREDIT: Clause 5.1.10 of the Lease is hereby amended by deleting
both references therein to "10 days" and by substituting therefor
references to "thirty (30) days." Lessor and Lessee agree to attempt in
good faith to consolidate the Deposit Letter of Credit and the Supplemental
Letter of Credit on terms acceptable to both parties
3.6. MAINTENANCE PAYMENT: Clause 5.3.2(1) of the Lease is hereby amended by
deleting the words "during the first 54 months of the Term" and
substituting therefor the words "during the 24 month period immediately
preceding the date falling six months prior to expiry of the Term".
3.7 AGREED VALUE: Annex A to the Lease is hereby amended by deleting the
reference in the definition of "Agreed Value" to "$**Material Redacted**"
and substituting therefor: "$**Material Redacted** to be decreased by
$**Material Redacted** upon each annual renewal of Lessee's fleet policies
during the remainder of the Term".
4. OTHER AGREEMENT
4.1. AIRCRAFT SYSTEM MODIFICATIONS: Lessor and Lessee will separately negotiate
in good faith to agree to incorporate (such incorporation to be completed
on or before April 1, 2004) certain system upgrades (based on a mutually
agreed upon listing of "approved system upgrades") on the Aircraft, and
Lessor shall pay up to an aggregate cap of US $**Material Redacted** for
such upgrades. Lessor and Lessee agree to amend the Lease being at that
time to reflect any such agreement as to incorporation of system upgrades
and to reflect a corresponding increased adjustment to the Rent with effect
from completion of such incorporation by **Material Redacted**% per month
times the total modification costs for such incorporation. For the
avoidance of doubt, nothing in this Clause 4.1 shall constitute an
amendment to the Lease. For the avoidance of doubt, the cap referenced
above and the rent adjustment factor detailed above do not pertain to cost
of installation of the blended winglets referenced in Clause 3.3 above.
4.2. ENGINE MAINTENANCE: Lessee will discuss with a qualified engine maintenance
services provider acceptable to Lessor acting reasonably for such provider
to cover the maintenance of the Engines of the Aircraft ("ENGINES")
pursuant to an agreement between such provider and Lessee which shall be in
form and substance satisfactory to Lessor (in the reasonable opinion of
Lessor). Lessor and Lessee agree to amend the Lease, as may be required to
reflect any agreement between them in respect of maintenance of the
Engines, which may deviate from the provisions concerning maintenance of
the Engines currently set forth in the Lease. For the avoidance of doubt,
nothing in this Clause 4.2 shall constitute an amendment to the Lease.
5. MISCELLANEOUS
5.1. GOVERNING LAW: This Agreement shall in all respects be governed by, and
construed in accordance with, the internal laws of the State of New York,
inclusive of all matters of construction, validity and performance.
5.2 REGISTRATION: Lessee at its expense shall cause this Agreement to be duly
filed with the Civil Aeronautics Authority and to be recorded at the Office
of the Public Registry of Panama. This Agreement has been negotiated,
executed and delivered in English. In case of any conflict or discrepancy
between the executed English version of this Agreement and any Spanish
translation thereof or any extract thereof recorded at the Public Registry
of Panama or any other governmental office, the English version of this
Agreement shall prevail.
5.3 OTHER: The provisions of Clauses 17.12.2, 17.12.3, 17.12.4, 17.15. 17.16,
17.17 and 17.18 of the Lease shall apply to this Amendment Agreement as if
set out herein and as if references therein to "this Agreement" were to
this Amendment Agreement. Save as amended hereby, the provisions of the
Lease remain in full force and effect without modification. All references
in the Lease to "this Agreement" shall be construed as including reference
to this Amendment Agreement.
