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

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. 12

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 Feb 26, 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

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 the deletion of the May 2008 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 May 2008 737-8V3 aircraft to this table.

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.



PA No. 2191	Page 1	SA No. 12

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. 12

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 12
	1-5	Aircraft Information Table for Model 737-8V3 Aircraft	SA 12

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. 12


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 00 , 0000
Supplemental Agreement No. 12		_____, 2007


PA No. 2191		SA No. 12

Table 1-4
Aircraft Information Table for 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

Advance Payment Per Aircraft

Estimate

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

Escalation

Adv Payment

21/18/12/9/6

Delivery

Number of

Factor

Manufacturer

Base

At Signing

24 Mos.

Mos.

Total

Date

Aircraft

(Airframe)

Serial Number

Price Per A/P

30%

**Material
Redacted**

Total:



COP — SA 12
May 08 — Sub from -700 to a -800	Boeing Proprietary	Page 1

Table 1-5
Aircraft Information Table for 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

Escalation

Advance Payment Per Aircraft

Estimate

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

Escalation

Adv Payment

21/18/12/9/6

Delivery

Number of

Factor

Manufacturer

Base

At Signing

24 Mos.

Mos.

Total

Date

Aircraft

(Airframe)

Serial Number

Price Per A/P

30%

**Material
Redacted**

1.1101

35068

71,479,000

624,790

2,859,160

3,573,950

21,443,700

**Material
Redacted**

629,620

**Material
Redacted**

Total:



COP — SA 12
44193-May 08 Sub to-700 to a -800	Boeing Proprietary	Page 1

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

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