EX-10.26 26 y12303a1exv10w26.txt EX-10.26: SUPPLEMENTAL AGREEMENT NO.4 TO THE PURCHASE AGREEMENT NO. 2191 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-DAN-0123 Performance Guarantees 6-1162-DAN-0124 **Material Redacted** 6-1162-DAN-0155 **Material Redacted** 6-1162-DAN-0156 Year 2000 Ready Software, Hardware and Firmware 6-1162-DAN-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: 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): 145.40 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: Pedro Heilbron, Executive President Apartado 1572 Avenida Justo Arosemena y Calle 39 Panama 1, 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 and 737-8V3 aircraft (Aircraft). Dear Mr. Heilbron, 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