Exhibit 10.45
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. 10
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 May 8, 2006 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
**Material Redacted**
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:
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.
3. **Material Redacted**
4. **Material Redacted**
5. Remove and replace, in its entirety, Exhibit D to the AGTA entitled
"Escalation Adjustment Airframe and Optional Features" and replace with Exhibit
AE-1 entitled "Escalation
P.A. No. 2191 Page 1 SA Xx. 00
0
Xxxxxxxxxx Xxxxxxxx and Optional Features" as Supplemental Exhibit AEI to
Purchase Agreement Number 2191 attached hereto and hereby made a part of the
Agreement, to reflect the changes made by this Supplemental 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.
Boeing and Customer have each caused this Supplemental Agreement to be duly
executed as of the day and year first written above.
P.A. No. 2191 Page 2 SA No. 10
TABLE OF CONTENTS
SA
Number
------
ARTICLES
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 10
1-5 Aircraft Information Table for Model 737-8V3 Aircraft SA 10
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
SLP 1. Service Life Policy Components
P.A. No. 2191 Page i SA No. 10
ii
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 **Material Redacted**
6-1162-XXX-0155 **Material Redacted**
6-1162-XXX-0156 Year 2000 Ready Software, Hardware and Firmware
6-1162-XXX-0157 Miscellaneous Matters
6-1162-MJB-0017 **Material Redacted**
6-1162-MJB-0030 **Material Redacted**
6-1162-LAJ-874R **Material Redacted**
6-1162-LAJ-874R1 **Material Redacted**
6-1162-LAJ-874R2 **Material Redacted**
6-1162-LAJ-982 **Material Redacted**
6-1162-LAJ-982R2 **Material Redacted**
6-1162-RLL-3852 737-800 Performance Guarantees SA 9
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
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
P.A. No. 2191 Page ii SA No. 10
TABLE 1-4
AIRCRAFT DELIVERY, DESCRIPTION, PRICE AND ADVANCE PAYMENTS
AIRFRAME MODEL/MTOW: 000-000 000,500
ENGINE MODEL: CFM56-7B22
AIRFRAME PRICE: $47,784,000
OPTIONAL FEATURES: $ 3,517,000
-----------
SUB-TOTAL OF AIRFRAME AND FEATURES: $51,301,000
ENGINE PRICE (PER AIRCRAFT): $ 0
AIRCRAFT BASIC PRICE (EXCLUDING BFE/SPE): $51,301,000
===========
BUYER FURNISHED EQUIPMENT (BFE) ESTIMATE: $ 0
SELLER PURCHASED EQUIPMENT (SPE) ESTIMATE: $ 1,800,000
REFUNDABLE DEPOSIT/AIRCRAFT AT PROPOSAL ACCEPT: $ 90,000
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): 166.1
BASE YEAR INDEX (CPI): 184.1
ADVANCE PAYMENT PER AIRCRAFT (AMTS. DUE/MOS. PRIOR TO DELIVERY):
NUMBER ESCALATION ESCALATION ESTIMATE ----------------------------------------------------------------
DELIVERY 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 1% 4% 5% 30%
-------- -------- ---------- ------------- ------------------- ---------- ---------- ---------------- -----------
Nov-2007 1 1.1176 35067 $59,346,000 $503,460 $2,373,840 $2,967,300 $17,803,800
May-2008 1 1.1346 35125 $60,248,000 $512,480 $2,409,920 $3,012,400 $18,074,400
Nov-2008 1 1.1511 35126 $61,125,000 $521,250 $2,445,000 $3,056,250 $18,337,500
May-2009 1 1.1682 35127 $62,033,000 $530,330 $2,481,320 $3,101,650 $18,609,900
Total: 4
COP - SA 10
32910 - 1F TXT Boeing Proprietary Page 1
TABLE 800S
AIRCRAFT DELIVERY, DESCRIPTION, PRICE AND ADVANCE PAYMENTS
AIRFRAME MODEL/MTOW: 000-000 000,200
ENGINE MODEL: CFM56-7B26
AIRFRAME PRICE: $58,854,000
OPTIONAL FEATURES: $ 3,774,500
-----------
SUB-TOTAL OF AIRFRAME AND FEATURES: $62,628,500
ENGINE PRICE (PER AIRCRAFT): $ 0
AIRCRAFT BASIC PRICE (EXCLUDING BFE/SPE): $62,628,500
===========
BUYER FURNISHED EQUIPMENT (BFE) ESTIMATE: $ 0
SELLER PURCHASED EQUIPMENT (SPE) ESTIMATE: $ 1,900,000
REFUNDABLE DEPOSIT/AIRCRAFT AT PROPOSAL ACCEPT: $ 90,000
DETAIL SPECIFICATION: D6-38808-43-1
(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): 166.1
BASE YEAR INDEX (CPI): 184.1
ADVANCE PAYMENT PER AIRCRAFT (AMTS. DUE/MOS. PRIOR TO DELIVERY):
NUMBER ESCALATION ESCALATION ESTIMATE ----------------------------------------------------------------
DELIVERY OF FACTOR ADV PAYMENT BASE AT SIGNING 24 MOS. 21/18/12/9/6 MOS TOTAL
DATE AIRCRAFT (AIRFRAME) PRICE PER A/P 1% 4% 5% 30%
-------- -------- ---------- ------------------- ---------- ---------- ---------------- -----------
Ago-2007 1 1.1101 $71,633,000 $626,330 $2,865,320 $3,581,650 $21,489,900
May-2008 1 1.1176 $72,117,000 $631,170 $2,884,680 $3,605,850 $21,635,100
Ago-2008 1 1.1427 $73,737,000 $647,370 $2,949,480 $3,686,850 $22,121,100
Nov-2008 1 1.1511 $74,279,000 $652,790 $2,971,160 $3,713,950 $22,283,700
May-2009 1 1.1682 $75,383,000 $663,830 $3,015,320 $3,769,150 $22,614,900
Total: 5
COP - SA 10
32911 - 1F TXT Boeing Proprietary Page 1
TABLE 1-5
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: $58,854,000
OPTIONAL FEATURES: $ 3,635,800
-----------
SUB-TOTAL OF AIRFRAME AND FEATURES: $62,489,800
ENGINE PRICE (PER AIRCRAFT): $ 0
AIRCRAFT BASIC PRICE (EXCLUDING BFE/SPE): $62,489,800
===========
BUYER FURNISHED EQUIPMENT (BFE) ESTIMATE: $ 0
SELLER PURCHASED EQUIPMENT (SPE) ESTIMATE: $ 1,900,000
REFUNDABLE DEPOSIT/AIRCRAFT AT PROPOSAL ACCEPT: $ 90,000
DETAIL SPECIFICATION: D6-38808-1Rev 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): 166.1
BASE YEAR INDEX (CPI): 184.1
ADVANCE PAYMENT PER AIRCRAFT (AMTS. DUE/MOS. PRIOR TO DELIVERY):
NUMBER ESCALATION ESCALATION ESTIMATE ----------------------------------------------------------------
DELIVERY 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 1% 4% 5% 30%
-------- -------- ---------- ------------- ------------------- ---------- ---------- ---------------- -----------
Ago-2007 1 1.1101 35068 $71,479,000 $624,790 $2,859,160 $3,573,950 $21,443,700
Oct-2009 1 1.1921 36550 $76,759,000 $677,590 $3,070,360 $3,837,950 $23,027,700
Total: 2
COP - SA 10
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ESCALATION ADJUSTMENT
AIRFRAME AND OPTIONAL FEATURES
between
THE BOEING COMPANY
and
COPA HOLDINGS, S.A.
Supplemental Exhibit AEI to Purchase Agreement Number 2191
(FOR MODEL 737-600, 737-700, 737-800, 737-900, THE AIRFRAME PRICE INCLUDES
THE ENGINE PRICE AT ITS BASIC THRUST LEVEL.)
P.A. No. 2191 AE1- SA-10
1. FORMULA
Airframe and Optional Features price adjustments (Airframe Price
Adjustment) are used to allow prices to be stated in current year dollars at the
signing of this Purchase Agreement and to adjust the amount to be paid by
Customer at delivery for the effects of economic fluctuation. The Airframe Price
Adjustment will be determined at the time of Aircraft delivery in accordance
with the following formula:
P(a) = (P)(L + M) - P
Where:
P(a) = Airframe Price Adjustment. (For Models 737-600, 737-700,
737-800, 737-900, the Airframe Price includes the Engine
Price at its basic thrust level.)
L = .65 x (ECI where ECI(b) is the base year index (as set
------ forth in Table 1 of this Purchase Agreement)
ECI(b))
M = .35 x (CPI where CPI(b) is the base year index (as set
------ forth in Table 1 of this Purchase Agreement)
CPI(b))
P = Airframe Price plus Optional Features Price (as set forth
in Table 1 of this Purchase Agreement).
ECI is a value determined using the U.S. Department of Labor, Bureau
of Labor Statistics Employment Cost Index Manufacturing - Total
Compensation (BLS Series ID ECU12402I), calculated by establishing a
three-month arithmetic average value (expressed as a decimal and
rounded to the nearest tenth) using the values for the 11th, 12th
and 13th months prior to the month of scheduled delivery of the
applicable Aircraft. As the Employment Cost Index values are only
released on a quarterly basis, the value released for the first
quarter will be used for the months of January, February and March;
the value released for the second quarter will be used for the
months of April, May and June; the value released for the third
quarter will be used for the months of July, August and September;
the value released for the fourth quarter will be used for the
months of October, November and December.
CPI is a value determined using the U.S. Department of Labor, Bureau
of Labor Statistics Consumer Price Index (BLS Series ID
CUUR0000SA0), calculated as a 3-month arithmetic average of the
released monthly values (expressed as a decimal and rounded to the
nearest tenth) using the values for the 11th, 12th and 13th months
prior to the month of scheduled delivery of the applicable Aircraft.
P.A. No. 2191 AE1-1 SA-10
As an example, for an Aircraft scheduled to be delivered in the
month of July, the months June, July and August of the preceding
year will be utilized in determining the value of ECI and CPI.
Note: i. In determining the values of L and M, all calculations and resulting
values will be expressed as a decimal rounded to the nearest
ten-thousandth.
ii. .65 is the numeric ratio attributed to labor in the Airframe Price
Adjustment formula.
iii. .35 is the numeric ratio attributed to materials in the Airframe
Price Adjustment formula.
iv. The denominators (base year indices) are the actual average values
actual average values are calculated as a 3-month arithmetic average of
the released monthly values (expressed as a decimal and rounded to the
nearest tenth) using the values for the 11th, 12th and 13th months prior
to the airframe base year. The applicable base year and corresponding
denominator is provided by Boeing in Table I of this Purchase Agreement.
v. The final value of Pa will be rounded to the nearest dollar.
vi. The Airframe Price Adjustment will not be made if it will result in
a decrease in the Aircraft Basic Price.
2. VALUES TO BE UTILIZED IN THE EVENT OF UNAVAILABILITY.
2.1 If the Bureau of Labor Statistics substantially revises the methodology
used for the determination of the values to be used to determine the ECI and CPI
values (in contrast to benchmark adjustments or other corrections of previously
released values), or for any reason has not released values needed to determine
the applicable Airframe Price Adjustment, the parties will, prior to the
delivery of any such Aircraft, select a substitute from other Bureau of Labor
Statistics data or similar data reported by non-governmental organizations. Such
substitute will result in the same adjustment, insofar as possible, as would
have been calculated utilizing the original values adjusted for fluctuation
during the applicable time period. However, if within 24 months after delivery
of the Aircraft, the Bureau of Labor Statistics should resume releasing values
for the months needed to determine the Airframe Price Adjustment; such values
will be used to determine any increase or decrease in the Airframe Price
Adjustment for the Aircraft from that determined at the time of delivery of the
Aircraft.
2.2 Notwithstanding Article 2.1 above, if prior to the scheduled delivery
month of an Aircraft the Bureau of Labor Statistics changes the base year for
determination of the ECI and CPI values as defined above, such re-based values
will be incorporated in the Airframe Price Adjustment calculation.
AE1-2
2.3 In the event escalation provisions are made non-enforceable or
otherwise rendered void by any agency of the United States Government, the
parties agree, to the extent they may lawfully do so, to equitably adjust the
Aircraft Price of any affected Aircraft to reflect an allowance for increases or
decreases consistent with the applicable provisions of paragraph 1 of this
Supplemental Exhibit AEI in labor compensation and material costs occurring
since August of the year prior to the price base year shown in the Purchase
Agreement.
2.4 If within 12 months of Aircraft delivery, the published index values
are revised due to an acknowledged error by the Bureau of Labor Statistics, the
Airframe Price Adjustment will be re-calculated using the revised index values
(this does not include those values noted as preliminary by the Bureau of Labor
Statistics). A credit memorandum or supplemental invoice will be issued for the
Airframe Price Adjustment difference. Interest charges will not apply for the
period of original invoice to issuance of credit memorandum or supplemental
invoice.
Note: i. The values released by the Bureau of Labor Statistics and available
to Boeing 30 days prior to the first day of the scheduled delivery month
of an Aircraft will be used to determine the ECI and CPI values for the
applicable months (including those noted as preliminary by the Bureau of
Labor Statistics) to calculate the Airframe Price Adjustment for the
Aircraft invoice at the time of delivery. The values will be considered
final and no Airframe Price Adjustments will be made after Aircraft
delivery for any subsequent changes in published Index values, subject
always to paragraph 2.4 above.
ii. The maximum number of digits to the right of the decimal after
rounding utilized in any part of the Airframe Price Adjustment equation
will be 4, where rounding of the fourth digit will be increased to the
next highest digit when the 5th digit is equal to 5 or greater.
AE1-3
