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. 11 to Purchase Agreement No. 2191 between The Boeing...

EXHIBIT 10.44

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. 11

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 August 30, 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

WHEREAS, Customer and Boeing have come to agreement on the **Material Redacted** 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, Tables and Exhibits:

	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 the deletion of the November 2007 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 the addition of the November 2007 737-8V3 aircraft to this table.



PA No. 2191	Page 1	SA No. 10

EXHIBIT 10.44

1.5.

Letter Agreements: No. 6-1162-LAJ-982R3, entitled “Special Matters” Article 14 has been updated to correct various manufacturer’s serial numbers and to include our agreement on **Material Redacted** for certain future aircraft.

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.

Material Redacted

By:		By:


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



PA No. 2191	Page 2	SA No. 10

EXHIBIT 10.44

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 11
1-5	Aircraft Information Table for Model 737-8V3 Aircraft	SA 11

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. 10

EXHIBIT 10.44



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-LAJ-982R3	Special Matters	SA 11
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, 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 , 0000



PA No. 2191		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:		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)	4th Qtr 2004 Forecast (F)
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

Estimate

Adv

Advance Payment Per Aircraft

Payment

(Amts. Due/Mos. Prior to Delivery):

Escalation

Manufacturer

Base

21/18/12/9/6

Delivery

Number of

Factor

Serial

Price Per

At Signing

24 Mos.

Mos.

Total

Date

Aircraft

(Airframe)

Number

A/P

30%

**Material
Redacted**

Total:



COP — SA 11
Nov 07 — Sub from -700 to a -800	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:		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 0-0-00	0xx Xxx 0000 Xxxxxxxx (X)
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

Estimate

Advance Payment Per Aircraft

Adv Payment

(Amts. Due/Mos. Prior to Delivery):

Escalation

Manufacturer

Base

21/18/12/9/6

Delivery

Number of

Factor

Serial

Price Per

At Signing

24 Mos.

Mos.

Total

Date

Aircraft

(Airframe)

Number

A/P

30%

**Material
Redacted**

Total:



COP — SA 11
Nov 07 — Sub from -700 to a -800	Boeing Proprietary	Page 2

The Boeing Company
X.X. Xxx 0000
Xxxxxxx, XX 00000-0000

6-1162-LAJ-982R3

COPA HOLDINGS, S.A.
Apartado 1572
Avenida Xxxxx Xxxxxxxxx x Xxxxx 00
Xxxxxx 0, Xxxxxx


Subject:		Special Matters

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 supersedes and replaces in its entirety Letter Agreement 6-1162-MJB-0017. 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.		Material Redacted

9.		Material Redacted

10.		Material Redacted

11.		Material Redacted



PA 2191		SA 11

12.		Material Redacted

13.		Material Redacted

14.		Material Redacted

15.		Material Redacted

16.		Material Redacted

17.		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:				, 2006

THE BOEING COMPANY


Material Redacted

By


Its		Attorney-In-Fact


COPA HOLDINGS, S.A.

By


Its		Chief Executive Officer



PA 2191		SA 11

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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. 11 to Purchase Agreement No. 2191 between The Boeing...

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