EX-10.28 28 y12303a1exv10w28.txt EX-10.28: SUPPLEMENTAL AGREEMENT NO.6 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 10.28 Supplemental Agreement No. 6 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 September 9, 2004, by and between THE BOEING COMPANY, a Delaware corporation with its principal office in Seattle, Washington, (Boeing) and COPA HOLDINGS, S.A., INC. (Customer); 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 and 737-800 aircraft (the Aircraft); and WHEREAS, Boeing and Customer have mutually agreed to the exercise of two (2) 737-800 Purchase Right Aircraft both of which have a scheduled delivery month of June 2006; and 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 and hereby made a part of the Agreement, to reflect the changes made by this Supplemental Agreement. 1.2. Attached hereto and hereby made a part of the Agreement is Table 1-3 entitled "Aircraft Information Table for Model 737-7V3 Aircraft" which reflects the addition of two (2) 737-7V3 Aircraft both of which have a scheduled delivery month of June 2006. Page 1 2. Letter Agreements: Remove and replace Letter Agreement No. 6-1162-LAJ-874 entitled "**Material Redacted**" with Letter Agreement No. 6-1162-LAJ-874R1 entitled "**Material Redacted**" attached hereto and hereby made a part of the Agreement. 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. Page 2 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 737-8V3 Aircraft SA 6 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 RESTRICTED LETTER AGREEMENTS 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-MJB-0017 **Material Redacted** 6-1162-MJB-0030 **Material Redacted**
i 6-1162-LAJ-874 **Material Redacted** 6-1162-LAJ-8741 **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 Supplemental Agreement No. 5 October 31, 2003 Supplemental Agreement No. 6 September 9, 2004
ii 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 AT DELIVERY: $ 1,700,000 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 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% ------------- --------- ---------- ------------- ------------- ---------- ---------- ----------------- ----------- Jun-2006 1 1.2299 34535 $ 55,901,000 $484,010 $2,236,040 $2,795,050 $16,770,300 Jun-2006 1 1.2299 34536 $ 55,901,000 $484,010 $2,236,040 $2,795,050 $16,770,300
ATTACHMENT C2 (MODEL 737-800) TO 6-1162-LAJ-874R1 6-1162-LAJ-874R1 COPA HOLDINGS, S.A. 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 aircraft (the Aircraft) This Letter Agreement amends and supplements the Purchase Agreement. This Letter Agreement supercedes and replaces in its entirety Letter Agreement 6-1162-LAJ-874. 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. ACCEPTED AND AGREED TO this Date: September 9, , 2003 THE BOEING COMPANY COPA HOLDINGS, S.A. ATTACHMENT C1 (MODEL 737-700) TO 6-1162-LAJ-874R1 **2 pages** ATTACHMENT C2 (MODEL 737-800) TO 6-1162-LAJ-874R1 **Material Redacted** **2 pages**