CERTAIN PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT Supplemental Agreement No. 14 to Purchase Agreement No. 2191 between The Boeing...


CONFIDENTIAL TREATMENT		EXHIBIT 10.47

CERTAIN PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT
TO A REQUEST FOR CONFIDENTIAL TREATMENT

Supplemental Agreement No. 14

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 , 2007 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 737-7V3 and 737-8V3 aircraft (the Aircraft); and

WHEREAS, Customer and Boeing have come to agreement on the **Material Redacted** and to correct two typographical errors in Supplemental Agreement Number 13; 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:

	1.1.		Table of Contents and Tables:

	1.2.		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.

	1.3.		Table 1-4 entitled “Aircraft Information Table for Model 737-7V3 Aircraft” is attached hereto to reflect Material Redacted 737-7V3 aircraft from this table.

	1.4.		Table 1-5 entitled “Aircraft Information Table for Model 737-8V3 Aircraft” is attached hereto to reflect Material Redacted aircraft to this table.

	1.5.		Page 1 of Supplemental Agreement No 13 is removed and replaced with a new page 1 that corrects the Material Redacted in accordance with the agreement between the parties.

	1.6.		Page 7 of Letter Agreement 6-1162-LAJR4, Article 17.5 is removed and replaced with a new page 7 that changes Material Redacted in accordance with the agreement between the parties.



PA No. 2191				SA No. 14

Page 1


CONFIDENTIAL TREATMENT		EXHIBIT 10.47

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.

Boeing and Customer have each caused this Supplemental Agreement to be duly executed as of the day and year first written above.


THE BOEING COMPANY		COPA HOLDINGS, S.A.

By:		By:

Its:	Attorney-In-Fact	Its:	Chief Executive Officer



PA No. 2191				SA No. 14

Page 2


CONFIDENTIAL TREATMENT		EXHIBIT 10.47

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 737-7V3 Aircraft		SA 7
1-4 Aircraft Information Table for Model 737-7V3 Aircraft		SA 14
1-5 Aircraft Information Table for Model 737-8V3 Aircraft		SA 14
1-6 Aircraft Information Table for Model 737-8V3 Aircraft		SA 13
1-7 Aircraft Information Table for Model 737-8V3 Aircraft		SA 13
Option Aircraft

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

AE1. Escalation Adjustment Airframe and Optional Features		SA 10

BFE1. BFE Variables		SA 3

CS1. Customer Support Variables		SA 3

EE1. Engine Escalation/Engine Warranty and Patent Indemnity

SLP1. Service Life Policy Components



PA No. 2191				SA No. 14


CONFIDENTIAL TREATMENT		EXHIBIT 10.47


		SA
ARTICLES		NUMBER

LETTER AGREEMENTS

2191-01 Demonstration Flight Waiver
2191-02 Escalation Sharing
2191-03 Seller Purchased Equipment

RESTRICTED LETTER AGREEMENTS

6-1162-XXX-0123 Performance Guarantees
6-1162-XXX-0124 Special Matters
6-1162-XXX-0155 Airframe Escalation Revision
6-1162-XXX-0156 Year 2000 Ready Software, Hardware and Firmware
6-1162-XXX-0157 Miscellaneous Matters
6-1162-MJB-0017 Special Matters
6-1162-MJB-0030 Special Matters
6-1162-LAJ-874R Special Matters		SA 5
6-1162-LAJ-874R1 Special Matters		SA 6
6-1162-LAJ-874R2 Special Matters		SA 7
6-1162-LAJ-982 Special Matters		SA 8
6-1162-RLL-3852 737-800 Performance Guarantees		SA 9
6-1162-LAJ-982R4 Special Matters		SA 13
6-1162-RLL-3958 737-8V3 Option Aircraft		SA 13


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, 1002
Supplemental Agreement No. 5		October 31, 2003
Supplemental Agreement No. 6		September 9, 2004
Supplemental Agreement No. 7		December 9, 2004
Supplemental Agreement No. 8		April 15, 2005
Supplemental Agreement No. 9		March 16, 2006
Supplemental Agreement No. 10		May 8, 2006
Supplemental Agreement Xx. 00		Xxxxxx 00 , 0000
Supplemental Agreement No. 12		February 26, 2007
Supplemental Agreement No. 13		April 23, 2007
(2 typographical errors in SA 13 have been corrected in SA 14)
Supplemental Agreement No. 14		August __, 2007



PA No. 2191		SA No. 14


CONFIDENTIAL TREATMENT		EXHIBIT 10.47

Table 1-4
Aircraft Information Table Model 737-7V3 Aircraft
Aircraft Delivery, Description, Price and Advance Payments


Airframe Model/MTOW:	000-000		000,500
Engine Model:	CFM56-7B22
Airframe Price:		Material Redacted
Optional Features:		Material Redacted
Sub-Total of Airframe and Features:		Material Redacted
Engine Price (Per Aircraft):		Material Redacted
Aircraft Basic Price (Excluding BFE/SPE):		Material Redacted
Buyer Furnished Equipment (BFE) Estimate:		Material Redacted
Seller Purchased Equipment (SPE) Estimate:		Material Redacted

Refundable Deposit/Aircraft at Proposal Accept:		Material Redacted
Detail Specification:	D6-38808-42-1 (4/30/2004)
Airframe Price Base Year/Escalation Formula:	Jul-04	ECI-MFG/CPI
Engine Price Base Year/Escalation Formula:	N/A		N/A

Airframe Escalation Data:
Base Year Index (ECI):		Material Redacted
Base Year Index (CPI):		Material Redacted

Escalation

Escalation Estimate

Advance Payment Per Aircraft (Amts. Due/Mos. Prior to Delivery):

Delivery

Number of

Factor

Manufacturer

Adv Payment Base

At Signing

24 Mos.

21/18/12/9/6 Mos.

Total

Date

Aircraft

(Airframe)

Serial Number

Price Per A/P

30%

**Material Redacted**

Total:



PA No. 2191		SA No. 14


CONFIDENTIAL TREATMENT		EXHIBIT 10.47

Table 1-5
Aircraft Information Table Model 737-8V3 Aircraft
Delivery, Description, Price and Advance Payments


Airframe Model/MTOW:	737-8V3	174,200 pounds
Engine Model/Thrust:	CFM56-7B26	26,400 pounds
Airframe Price:		Material Redacted
Optional Features:		Material Redacted
Sub-Total of Airframe and Features:		Material Redacted
Engine Price (Per Aircraft):		Material Redacted
Aircraft Basic Price (Excluding BFE/SPE):		Material Redacted
Buyer Furnished Equipment (BFE) Estimate:		Material Redacted
Seller Purchased Equipment (SPE) Estimate:		Material Redacted

Refundable Deposit/Aircraft at Proposal Accept:		Material Redacted
Detail Specification:	D6-38808-1 Rev C, dated 5-4-05
Airframe Price Base Year/Escalation Formula:	Jul-04	ECI-MFG/CPI
Engine Price Base Year/Escalation Formula:	N/A	N/A

Airframe Escalation Data:
Base Year Index (ECI):		Material Redacted
Base Year Index (CPI):		Material Redacted