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 10.25
Supplemental Agreement No. 3
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 June 14, 2002, by and
between THE BOEING COMPANY, a Delaware corporation with its principal office in
Seattle, Washington, (Boeing) and COPA HOLDINGS, S.A., INC.;
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 aircraft (the Aircraft); and
WHEREAS, Boeing and Buyer have mutually agreed to modify delivery
positions resulting in the addition of four (4) 737-700 Aircraft, scheduled for
delivery in August, November, 2004,and two (2) each December, 2005, and the
addition of two (2) 737-800 Aircraft, scheduled for delivery in October and
November, 2003; 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 "Purchase Agreement Number
2191" cover page with the cover page attached hereto, entitled "Purchase
Agreement Number 2191" to reflect the change from: "Relating to Boeing Model
737-7V3 Aircraft" to: "Relating to Boeing Model 737-7V3 & 737-8V3 Aircraft".
1.2 Remove and replace, in its entirety, the "Table of Contents", with the
"Table of Contents" attached hereto, to reflect the changes made by this
Supplemental Agreement No. 3.
SA 3-1
1.3 Remove and replace, in its entirety, "Purchase Agreement No. 2191",
page 1 with page 1 attached hereto, entitled "Purchase Agreement No. 2191" to
reflect the change from: "Article 1. Quantity, Model and Description. The
aircraft to be delivered to Customer will be designated as Model 737-7V3
aircraft (the Aircraft)." to: "Article 1. Quantity, Model and Description. The
aircraft to be delivered to Customer will be designated as Model 737-7V3 &
737-8V3 aircraft (the Aircraft)."
1.4 Remove and replace, in its entirety, "Purchase Agreement No. 2191",
page 2 with page 2 attached hereto, entitled "Purchase Agreement No. 2191" to
reflect the change from: "Article 4.2 The standard advance payment for the Model
737-7V3 aircraft" to: "Article 4.2 The standard advance payment for the Model
737-7V3 & 737-8V3 aircraft"
1.5 Add to the end of Table 1 entitled "Table 1 to Purchase Agreement No.
2191 Aircraft Delivery, Description, Price and Advance Payments Model 737-700
Aircraft", the Table 1-1 and Table 1-2 attached hereto entitled "Table 1-1 to
Purchase Agreement No. 2191 Aircraft Delivery, Description, Price and Advance
Payments Model 000-000 Xxxxxxxx, Xxxxx A" and "Table 1-2 to Purchase Agreement
No. 2191 Aircraft Delivery, Description, Price and Advance Payments Xxxxx
000-000 Xxxxxxxx, Xxxxx X" to reflect the addition of four (4) 737-700 Aircraft,
scheduled for delivery in August, November, 2004, two (2) each December, 2005,
and the addition of two (2) 737-800 Aircraft, scheduled for delivery in October
and November, 2003.
1.6 Add to the end of Exhibit A entitled "Aircraft Configuration" the
Exhibit A-1 and A-2 attached hereto, entitled "Exhibit A-1, Boeing Model 737-7V3
Aircraft Block A" and "Exhibit X-0, Xxxxxx Xxxxx 000-0X0 Xxxxxxxx Xxxxx X" to
reflect the configuration of "Table 1-1 to Purchase Agreement No. 2191 Aircraft
Delivery, Description, Price and Advance Payments Model 000-000 Xxxxxxxx, Xxxxx
A" and "Table 1-2 to Purchase Agreement No. 2191 Aircraft Delivery, Description,
Price and Advance Payments Model 737-800 Aircraft, Block B."
1.7 Remove and replace, in its entirety, "Aircraft Delivery Requirements
and Responsibilities" page X-x with page B-1 attached hereto, entitled to
"Aircraft Delivery Requirements and Responsibilities reflect the change from:
"Boeing Model 737-7V3 Aircraft" to "Boeing Model 737-7V3 & 737-8V3 Aircraft."
1.8 Remove and replace, in its entirety, Supplemental Exhibit BFE1
entitled "Buyer Furnished Equipment Variables relating to Boeing Model 737-7V3
Aircraft" with Supplemental Exhibit BFE1 attached hereto, entitled "Buyer
Furnished Equipment Variables relating to Boeing Model 737-7V3 & 737-8V3
Aircraft."
1.9 Remove and replace, in its entirety, Supplemental Exhibit CS1 entitled
"Customer Support Variables relating to Boeing Model 737-7V3 Aircraft" with
Supplemental Exhibit CS1 attached hereto, entitled "Customer Support Variables
relating to Boeing Model 737-7V3 & 737-8V3 Aircraft."
2. Letter Agreements:
Letter Agreement No. 6-1162-MJB-0017 entitled "**Material Redacted**"
attached hereto is incorporated into the Purchase Agreement by this reference.
SA 3-2
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.
SA 3-3
PURCHASE AGREEMENT NUMBER 2191
between
THE BOEING COMPANY
and
COPA HOLDINGS, S.A.
Relating to Boeing Model 737-7V3 & 737-8V3 Aircraft
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. Aircraft Information Table SA 2
SA 3
EXHIBIT
A. Aircraft Configuration SA 3
B. Aircraft Delivery Requirements and Responsibilities SA 3
SUPPLEMENTAL EXHIBITS
BFEI. BFE Variables SA 3
CS1. Customer Support Variables SA 3
EE1. Engine Escalation/Engine Warranty and Patent Indemnity
SLP1. Service Life Policy Components
i
LETTER AGREEMENTS
2191-01 Demonstration Flight Waiver
2191-02 Escalation Sharing
2191-03 Seller Purchased Equipment
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**
SUPPLEMENTAL AGREEMENTS DATED AS OF:
---------------------------- -----------------
Supplemental Agreement No. 1 June 29, 2001
Supplemental Agreement No. 2 December 21, 2001
Supplemental Agreement Xx. 0 Xxxx 00, 0000
xx
Xxxxxxxx Agreement No. 2191
between
The Boeing Company
and
COPA HOLDINGS, S.A.
-------------------------------
This Purchase Agreement No. 2191 dated as of November 25, 1998
between The Boeing Company (BOEING) and COPA HOLDINGS, S.A. (CUSTOMER) relating
to the purchase and sale of Model 737-7V3 & 737-8V3 aircraft incorporates the
terms and conditions of the Aircraft General Terms Agreement dated as of
November 25, 1998 between the parties, identified as AGTA-COP (AGTA).
Article 1. Quantity, Model and Description.
The aircraft to be delivered to Customer will be designated as Model
737-7V3 & 737-8V3 aircraft (the AIRCRAFT). Boeing will manufacture and sell to
Customer Aircraft conforming to the configuration described in Exhibit A, which
is part of this Purchase Agreement, in the quantities listed in Table I to the
Purchase Agreement.
Article 2. Delivery Schedule.
The scheduled months of delivery of the Aircraft are listed in the
attached Table 1, which is part of this Purchase Agreement. Exhibit B, which is
part of this Purchase Agreement, describes certain responsibilities for both
Customer and Boeing in order to accomplish the delivery of the Aircraft.
Article 3. Price.
3.1 Aircraft Basic Price. The Aircraft Basic Price is listed in
Table 1 in subject to escalation dollars.
3.2 Advance Payment Base Prices. The Advance Payment Base Prices
listed in Table 1 were calculated utilizing the latest escalation factors
available to Boeing on the date of this Purchase Agreement projected to the
month of scheduled delivery.
3.3 Boeing has not yet established the Aircraft Basic Price for
Aircraft scheduled to be delivered after December 31, 2003. The prices listed in
Table 1 for such Aircraft are only to provide Customer with an estimate of the
applicable Advance Payment Base Prices. Accordingly, the Aircraft Basic Price
for such Aircraft will be the sum of the Airframe Price, Optional Features
Prices and the Engine Price first published by Boeing for the same model of
aircraft and engines to be delivered after December 31, 2003.
1
Article 4. Payment.
4.1 Boeing acknowledges receipt of a deposit in the amount shown in
Table I for each Aircraft (DEPOSIT).
4.2 The standard advance payment schedule for the Model 737-7V3 &
737-8V3 aircraft requires Customer to make certain advance payments, expressed
in a percentage of the Advance Payment Base Price of each Aircraft beginning
with a payment of 1%, less the Deposit, on the effective date of the Purchase
Agreement for the Aircraft. Additional advance payments for each aircraft are
due on the first business day of the months listed in the attached Table 1.
4.3 For any Aircraft whose scheduled month of delivery is less than
24 months from the date of this Purchase Agreement, the total amount of advance
payments due for payment upon signing of this' Purchase Agreement will include
all advance payments which are past due in accordance with the standard advance
payment schedule set forth in paragraph 4.2 above.
4.4 Customer will pay the balance of the Aircraft Price of each
Aircraft at delivery.
Article 5. Miscellaneous.
5.1 Aircraft Information Table. Table 1 consolidates information
contained in Articles 1, 2, 3 and 4 with respect to (i) quantity of Aircraft,
(ii) applicable Detail Specification, (iii) month and year of scheduled
deliveries, (iv) Aircraft Basic Price, (v) applicable escalation factors and
(vi) Advance Payment Base Prices and advance payments and their schedules.
5.2 Buyer Furnished Equipment Variables. Supplemental Exhibit BFE1
contains vendor selection dates, on dock dates and other variables applicable to
the Aircraft.
5.3 Customer Support Variables. Supplemental Exhibit CS1 contains
the variable information applicable to information, training services and other
things furnished by Boeing in support of the Aircraft.
5.4 Engine Escalation Variables. Supplemental Exhibit EE1 contains
the applicable engine escalation formula, the engine warranty and the engine
patent indemnity for the Aircraft.
2
TABLE 1-1 TO
PURCHASE AGREEMENT NO. 2191
AIRCRAFT DELIVERY, DESCRIPTION, PRICE AND ADVANCE PAYMENTS
MODEL 737-700 AIRCRAFT, BLOCK A
Airframe Model/MTGW: 000-000 000,500 Detail Specifications: D6-38808-42-1 REV A (12/6/1999)
Engine Model: CFM56-7B22 Airframe Price Base Year: Jul-00
Airframe Price $ 41,058,000 Engine Price Base Year: Jul-00
Optional Features: $ 2,915,000 Airframe and Engine
------------
Escalation Data:
Sub-Total of Airframe and Features: $ 43,973,000 Base Year Index (ECI): 145.40
Engine Price (Per Aircraft): $ 0 Base Year Index (IPI): 130.30
Aircraft Basic Price (Excluding BFE/SPE): $ 43,973,000
============
Buyer Furnished Equipment (BFE) Estimate: $ 1,000,000
Seller Purchased Equipment (SPE) Estimate: $ 450,000
Refundable Deposit per Aircraft at Proposal
Acceptance: $ 75,000
ESCALATION ADVANCE PAYMENT PER AIRCRAFT (AMTS. DUE/MOS. PRIOR TO DELIVERY):
NUMBER ESCALATION ESTIMATE ADV ----------------------------------------------------------------
OF FACTOR PAYMENT BASE AT SIGNING 24 MOS. 21/18/12/9/6/ MOS TOTAL
DELIVERY DATE AIRCRAFT (AIRFRAME) PRICE PER A/P 1% 4% 5% 30%
------------- -------- ---------- ------------- ---------- ---------- ----------------- -------------
Aug-2004 1 1.1607 $ 51,589,000 $ 440,890 $2,063,560 $ 2,579,450 $ 15,476,700
Nov-2004 1 1.1718 $ 52,078,000 $ 445,780 $2,083,120 $ 2,603,900 $ 15,623,400
Dec-2005 2 1.2152 $ 53,986,000 $ 464,860 $2,159,440 $ 2,699,300 $ 16,195,800
TABLE 1-2 TO PURCHASE AGREEMENT NO. 2191 AIRCRAFT DELIVERY, DESCRIPTION, PRICE
AND ADVANCE PAYMENTS
MODEL 737-700 AIRCRAFT, BLOCK B
Airframe Model/MTGW: 000-000 000,200 Detail Specification: D6-38808-43 REV D (10/2/2001)
Engine Model: CFM56-7B26 Airframe Price Base Year: Jul-00
Airframe Price $ 50,584,000
Optional Features: $ 3,087,100 Airframe Escalation Data:
------------
Sub-Total of Airframe and Features: $ 53,671,100 Base Year Index (ECI): 145.40
Engine Price (Per Aircraft): $ 0 Base Year Index (CPI): 130.30
Aircraft Basic Price (Excluding BFE/SPE): $ 53,671,100
============
Buyer Furnished Equipment (BFE) Estimate: $ 1,850,000
Seller Purchased Equipment (SPE) Estimate: $ 0
Refundable Deposit per Aircraft at Proposal
Acceptance: $ 75,000
ESCALATION ADVANCE PAYMENT PER AIRCRAFT (AMTS. DUE/MOS. PRIOR TO DELIVERY):
NUMBER ESCALATION ESTIMATE ADV ----------------------------------------------------------------
OF FACTOR PAYMENT BASE AT SIGNING 24 MOS. 21/18/12/9/6/ MOS TOTAL
DELIVERY DATE AIRCRAFT (AIRFRAME) PRICE PER A/P 1% 4% 5% 30%
------------- -------- ---------- ------------- ---------- ---------- ----------------- -------------
Oct-2003 1 1.1293 $ 60,611,000 $ 531,110 $2,424,440 $ 3,030,550 $ 18,183,300
Nov-2003 1 1.1335 $ 60,836,000 $ 533,360 $2,433,440 $ 3,041,800 $ 18,250,800
Exhibit A-1 to Exhibit A-1
Purchase Agreement No. 2191 Boeing Model 737-7V3
Aircraft Xxxx A
CHANGE NO. TITLE PRICE (00$)
CAL SPEC FOLLOW ON CAL FEATURES $ 2,629,000
011OA343A30 RO-EXTERIOR DECORATIVE MARKINGS NC
0315A343A33 CERTIFIED OPERATIONAL WEIGHTS 737-700 $ 1,064,400
0360A343A51 737-700 DEVELOPMENTAL CHANGES NC
2158MP3014 COOLING DUCT INSTALLATION - E8 RACK $ 2,600
2312MP3674 VHF TRANSCEIVERS-REVISION NC
2322MP3566 ACARS-ADDIT. PROVSIONS FOR DATA DISCRETES $ 3,000
2322MP3608 ACARS-SOFTWARE REVISION-AOC & CORE NC
2331MP3264 PRE-REC. ANNOUNC. & COMB. MUSIC/TAPE CTRL PNL-DEL NC
2523MP3176 PASSENGER COMPARTMENT SIGNS/PLACARD NC
253OMP3852 GALLEY INSERTS - BFE ALTERNATE PART NC
2562MP3225 LIFE RAFTS-REPLACEMENT NC
2564MP3127 ATTENDANT FLASHLIGHT-REPLACEMENT NC
2564MP3136 SMOKE HOODS ATTACHMENT REV NC
3131 MP3993 QUICK ACCESS RECORDER-REVISION NC
3131 MP3999 DFDAU-REVISION-ACMS SOFTWARE UPDATE NC
3162MP3186 WEATHER RADAR RANGE INDICATORS-RANGE MARKS NC
3430MP3088 MULTI-MODE RECEIVER (MMR)-REPLACEMENT NC
3443MP3264 WEATHER RADAR REVISION NC
3445MP3332 ATC/TCAS CONTROL PANEL NC
3446MP3196 EGPWS-PARTIAL PROVISIONS-PHASE II IB
EXHIBIT A TOTAL $ 3,699,000
ADDIT. CHANGES TITLE
0220A343A37 CERT. FOR 15 KNOT TAIL WIND T/O & LANDINGS NC
0252A343A60 A/P FLIGHT & OPERATION MANUALS - CELSIUS NC
2311A343A68 HF COMM DUAL ROCKWELL HP VOICE DATA TRNSCVRS NC
2527B162A04 FLOOR COVERING-REV-PART SUB-CARPET NC
3131A343A64 DFDAU WITH ACMS CAPABILITY NC
3162A343A49 CDS DISPLAY-PFD/ND FORMAT-OVER & UNDER PRES. NC
3245A343A36 TIRES-NOSE LNDNG GEAR RADIAL TIRES NC
3445A303B92 INSTL TCAS CHANGE 7 COMPLIANT NC
3453A303B68 ATC SYS-ROCKWELL XXXXXXX ATC TRANSPONDER NC
7200A367B12 MP-CFM56-7 ENGINES 7B22 IN LIEU OF 7B24 -$784,000
ADDITIONAL CHANGES TOTAL -$784,000
EXHIBIT A TOTAL $ 2,915,000
Exhibit A-2 to Exhibit A-2
Purchase Agreement No. 2191 Boeing Model 737-8V3 Aircraft
Block B
CHANGE # DESCRIPTION PRICE (00$)
0110CG3022 MODEL 737-800 AIRPLANE IB
0221CG3017 CATEGORY IIIA (50 FOOT DECISION HEI $ 136,300
0225CH3026 EXTENDED TWIN-ENGINE OPERATIONS (ET $ 5,300
0252CG3030 XXXXX XXXXXXXXXXX XXXXXXXX - XXXXXX XX
0000XX0000 ENGLISH UNITS FOR FLIGHT MANUAL, OP NC
0253CH3097 CHANGE BFE TO SPE -PASSENGER SEATS NC
2130CG3039 600 FPM CABIN PRESSURE ASCENT RATE NC
2130CG3040 350 FPM CABIN PRESSURE DESCENT RATE NC
2160CG3017 CABIN TEMPERATURE INDICATOR - DEGRE NC
2210CG3197 DIGITAL FLIGHT CONTROL SYSTEM (DFCS NC
221 OCG3209 DIGITAL FLIGHT CONTROL SYSTEM (DFCS NC
2210CG3235 DIGITAL FLIGHT CONTROL SYSTEM (DFCS NC
2210CG3237 DFCS ACTIV-F D TAKEOFF MODE,WINGS NC
2310CH3027 RADIO TUNING PANELS (RTP) - INSTALL NC
2311CH3444 HF COMMUNICATIONS - PARTIAL PROVISI $ 18,300
2311CH3446 HF COMMUNICATIONS - DUAL ROCKWELL A $ 63,100
2312CH3400 TRIPLE VHF COMMUNICATIONS (822-1047 $ 23,500
2321CG3527 SELCAL DECODER - INSTALLATION - BFE NC
2321CG3529 SELCAL CONTROL PANEL - INSTALLATION NC
2322CH3411 COMMUNICATIONS MANAGEMENT UNIT (CMU $ 108,700
2331 CH3179 PA HANDSET INSTALLATION IN FLIGHT D $ 5,300
2350CH3153 FLIGHT COMPARTMENT AUDIO MUTING REV NC
2350CG3158 CONTROL WHEEL INTERPHONE SWITCH NC
2350CH3163 DIGITAL AUDIO REMOTE ELECTRONICS UN NC
2350CG3184 AUDIO SELECTOR PANEL - INSTALLATION NC
2350CH3206 AUDIO SELECTOR PANEL RELOCATION FRO NC
2350CH3207 INTERPHONE - BFE MICROPHONES, BOOM NC
2370CH3180 SOLID STATE VOICE RECORDER - INSTAL NC
2433CH3150 STANDBY POWER - CAPACITY INCREASE A $ 37,800
2520CH3816 BFE BULKHEAD DECORATIVE MURALS -TA $ 11,000
2520CH3825 ALTERNATE INTERIOR ARRANGEMENT - 8 $ 177,500
2520CH3949 INTERIOR ARRANGEMENT - 14 FIRST CLA $ 125,500
2524CH3512 UNDERBIN SPE CLOSET - FORWARD LEFT $ 4,900
2528CH3212 LOCKABLE OVERHEAD STOWAGE COMPARTME $ 200
2530CH3635 FORWARD GALLEY G1 INSTALLATION - AF $ 36,000
2530CH3636 FORWARD GALLEY G2 INSTALLATION - AF $ 36,000
2530CH3639 FORWARD GALLEY G7 INSTALLATION - AF $ 36,000
2541CH3043 LIQUID SOAP DISPENSER - LAVATORY NC
2550CG3210 CARGO COMPARTMENT NETS WITH NYLON T NC
2550CG3220 FWD XXX XXX XXXXX XXXXXXXXXXX XXXXX XX
0000XX0000 FWD AND AFT CARGO COMPARTMENT LININ NC
2564CH3095 RETRACTABLE EMERGENCY EQUIPMENT PAN NC
2611CG3020 ENGINE AND APU FIRE/OVERHEAT DETEC NC
2626CG3024 FIRE EXT. XXXXX XX
0000XX0000 FUEL QUANTITY INDICATORS ON RIGHT W NC
2844CG3040 MEASURING STICK CONVERSION TABLES - NC
2910CG3093 ENG DRV HYD PMP WNESPEL SPLINE-ABX NC
2910CG3097 AC MOTOR-DRIVEN HYDRAULIC PUMPS - I NC
3131CH3734 OPTICAL QUICK ACCESS RECORDER INST. $ 8,800
3131 CG3765 ACCELEROMETER - INSTALLATION - BFE NC
3131CH3797 PARTIAL PROV FOR ARINC 591 Q.A.R. NC
3131 CG3808 SOLID STATE DIGITAL FLIGHT DATA REC NC
3135CH3068 MILTOPE ARINC 744 MULTIPORT PRINTER $ 8,100
Exhibit A-2 to Exhibit A-2
Purchase Agreement No. 2191 Boeing Model 737-8V3 Aircraft
Block B
3162CG3013 EFIS/MAP DISPLAY FORMAT NC
3162CG3015 FLIGHT DIRECTOR COMMAND DISPLAY - S NC
3162CG3019 RADIO ALTITUDE DISPLAY - ROUND DIAL NC
3162CG3021 RADIO ALTITUDE - BELOW ADI NC
3162CG3022 RISING RUNWAY DISPLAY NC
3162CG3026 ATTITUDE COMPARATOR - STEADY NC
3162CG3028 SINGLE CHANNEL AUTOPILOT ANNUNCIATI NC
3162CG3029 LOCALIZER BACKCOURSE POLARITY - REV NC
3162CG3032 MAP MODE ORIENTATION - TRACK UP NC
3162CG3036 AUTOTUNED NAVAIDS - DISPLAYED NC
3162CG3038 MANUALLY TUNED VOR SELECTED COURSE NC
3162CG3040 ADF POINTER(S) IN MAP MODE - FULL T NC
3162CG3042 POSITION DIFFERENCE - AUTOMATIC DIS NC
3162CG3044 WEATHER RADAR RANGE INDICATORS - RA NC
3162CG3052 TCAS RESOLUTION ADVISORY ON ADI NC
3162CG3056 ANALOG FAILURE FLAGS - NOT DISPLAYE NC
3162CG3104 ENGINE INSTRUMENTS DISPLAY NC
3162CH3135 ADDITIONAL TAKEOFF BUG - NOT DISPLA NC
3240CG3228 NOSE AND MAIN LANDING GEAR WHEELS A NC
3244CG3007 PARKING BRAKE WARNING LIGHT INSTALL $ 800
3245CG3040 BIAS NOSE LANDING GEAR TIRES - 27X7 NC
3310CH3020 KEEP OUT OF FLIGHT COMPARTMENT WARN $ 3,100
3342CG3024 NOSE GEAR TAXI LIGHT - INSTALLATION NC
3343CH3043 EXTERNAL POSITION LIGHT SWITCH INST NC
3351CH3030 FLOOR PROXIMITY EMERGENCY ESCAPE PA ($1,200)
3412CG3078 AIR DATA COMPUTING - DUAL TAT PROBE NC
3430CG3054 MMR PARTIAL PROV FOR GLOBAL POSIT IB
3430CG3060 MMR-INSTAL OF ILS/GPS BFE XXXXXXXX XX
3433CG3056 LOW RANGE RADIO ALTIMETER (LRRA) - NC
3443CH3154 ARINC 708 WEATHER RADAR SYSTEM - IN NC
3443CH3189 WEATHER RADAR SYSTEM - PARTIAL PROV IB
3445CG3167 TCAS II - INSTALLATION - BFE ALLIED NC
3446CH3127 GPWS RADIO ALTITUDE VOICE CALLOUTS NC
3446CH3128 GPWS FLAPS WARNING INHIBIT ONLY IN NC
3446CH3129 GPWS VOICE CALLOUT REVISION-"HALF NC
3451 CG3006 VOR/MARKER XXXXXX - XXXXXXXXXXXX - XX
0000XX0000 DISTANCE MEASURING EQUIPMENT D( ME) NC
3457CH3152 NAVIGATION SYSTEM - ADF REMOVAL NC
3461 CG3403 BUYER FURNISHED NAVIGATION DATA BAS NC
3461CG3424 FMC FLIGHT NUMBER ENTRY NC
3461 CG3425 FMC TEMPERATURE SELECTION - DEGREES NC
3461CG3429 FMC POSITION UPDATE AND RUNWAY OFFS NC
3461CG3432 THRUST REDUCTION ALTITUDE - TAKEOFF NC
3461CG3433 FMS BUILT-IN TEST EQUIPMENT PRINTER NC
3461 CG3465 MULTIPURPOSE CDU WITH FMC, ACARS, A $ 53,400
3461CG3496 INSTALL FMC-SECOND 4MCU, UPDATE $ 184,000
3461 CG3498 FMC - ACTIVATION - 1 MEG NAVIGATION IB
3461CG3521 PORTABLE DATA LOADER CONNECTOR - IN NC
3461CH3562 FMC - ACTIVATION - RETENTION OF WAY $ 11,700
3461 CH3565 FMC - ACTIVATION - ACARS ARINC 724B $ 117,500
3500CG3018 OXYGEN SYSTEM - ALL TUBING AND FITT NC
3510CG3098 CREW OXYGEN CYLINDER - 114 CUBIC FE NC
3510CG3102 CREW OXYGEN SYSTEM - CAPTAIN, FIRST NC
3920CH3111 AUXILIARY E/E EQUIPMENT (E8) RACK I $ 20,400
Exhibit A-2 to Exhibit A-2
Purchase Agreement No. 2191 Boeing Model 737-8V3 Aircraft
Block B
5200CG3021 HOLD OPEN LOCK INSTALLATION - ENTRY NC
5320CG3027 FIVE POUND XXXXXXXX XXXXX XXXXXX XX
00000X0000 AIRPLANE PERFORMANCE: CFM56-7 ENGI $ 910,000
7200CG3281 SINGLE ANNULAR COMBUSTOR - CFM56-7 NC
7731CG3038 ENGINE VIBRATION MONITORING (EVM) S NC
7900CG3028 LUBRICATING OIL - MOBIL JET II NC
0220MP3407 HIGH ALTITUDE A/P OPERATION $ 14,600
0220A343A37 CERT. FOR 15 KNOT TAIL WIND T/O & NC
0252MP3062 CARGO CMCPTMT PLACARDS NC
0253MP3112 CHANGE SPE TO BFE/ GALLEY INSERTS NC
0315A343B26 INCREASE CERTIFIED OPERATIONAL MTOW $ 920,600
1120A303C46 ALL EXT MARKINGS (INCLUDING TIRE PR NC
2158MP3014 COOLING DUCT ISNTL E8 RACK $ 2,400
2310A687A04 COMMUNICATIONS CONTROL PANELS NC
2311MP3553 HF COMMUNICATIONS-REPLACEMENT NC
2312MP3674 VHF TRANSCEIVERS-REVISION NC
2321 MP3566 SELCAL CONTROL XXXXX-XXXXXX XXXXXX XX
0000XX0000 MODIFY DUAL ARAINC 758 CMP PRVS NC
2322MP3490 ACARS ARINC 724B $ 8,800
2322MP3566 ADDTNL PROV ACARS FOR DATA DISCRETE $ 3,100
2322MP3608 ACARS-SOFTWARE REVISION-AOC & CORE NC
2331MP3159 PASSENGER ADDRESS SYSTEM - XXXXXXX NC
2331MP3264 PRE-RECORDED ANNOUNCE/COMBO MUSIC NC
2332MP3742 VIDEO ENTERTAIN. SYSTEM-PART PROV. $ 5,600
2334A857A17 AUDIO ENTMT SYS-INSTALL IN SEAT NC
2370MP3215 SOLID STATE VOICE RCDR INSTL NC
2371A687A07 INSTALLATION OF SOLID STATE VOICE NC
2450MP3181 GALLEY POWER REVISION NC
2520CH3825 ALTERNATE INTERIOR ARRANGEMENT - 8 ($177,500)
2520A092K42 RO-INTERIOR REV-ADD OF 1ST CLASS $ 245,900
2520A688D87 INCREASE AFT XXXX XXX XXXXXXX XX
0000X000X00 ADD OPTIONAL P/N FOR LIFE RAFT NC
2521MP3109 INTERIOR ARGMT REV - PITCH IN FC NC
2521MP3122 INTERIOR COLORS/MATERIAL REV NC
2523MP3176 PASSENGER COMPARTMENT SIGNS/PLACARD NC
2524MP3605 CLASS DIVIDER SEAT TRACK MT PARTIT ($29,100)
2524A343B43 COMPOSITES UNLIMITED CLASS DIVIDER ($2,700)
2525A688C74 PASS COMPART SEATS-REV SEAT INSTALL NC
2527MP3157 CARPET/ENTRY MAT TRANSITION REV NC
2528A343A01 M/C FLOOR MOUNTED STOWAGE COMPART- ($7,000)
2530MP3778 REV-FORWARD GALLEY G7 INSTALLATION $24,100
2530MP3788 GALLEY REVISION/ ALT. CONFIG. NC
2530MP3789 GALLEY REV/ ALT. CONFIG. NC
2530MP3790 GALLEY REVISION/ ALT. CONFIG. NC
2530MP3814 GALLEY REV BFE AEROSPACE NC
2530MP3852 GALLEY INSERTS - BFE ALTERNATE PART NC
2530A688D79 REVISE GALLY INSTALLATION-DELETE $ 1,200
2540A303C07 LAV REV DELETE DEODORANT DK BRACKET NC
2540A688D74 LAV ASH TRAY RELOCATION NC
2541MP3064 LAVATORY SINK DECK-COMPOSIT MAT. NC
2560MP3384 FIRST AID KIT-INSTALLATION OF ONE $ 400
2561MP3005 DELETE LIFE VEST FLIGHT CREW BFE NC
2562MP3226 LIFE RAFTS-RPELACEMENTS-BFE AIR CRU NC
2564MP3127 ATTENDANT FLASHLIGHT-REPLACEMENT NC
Exhibit A-2 to Exhibit A-2
Purchase Agreement No. 2191 Boeing Model 737-8V3 Aircraft
Block B
2564MP3136 SMOKE HOODS ATTACHMENT REV $(200)
2564MP3137 OXYGEN BOTTLE-MOUNTING PANEL NC
2622MP3013 APU FIRE BOTTLE REVISION - INTERCHA NC
Exhibit A-2 to Exhibit A-2
Purchase Agreement No. 2191 Boeing Model 737-8V3 Aircraft
Block B
2911A303B96 HYDRAULIC SHUT-OFF VALUE-PK BRK ONL $ 2,400
3131 CG3778 DIGITAL FLIGHT DATA ACQUISITION UNI NC
3131MP3847 SS DIGITAL FL. DATA REC.-INSTAL BFE NC
3131MP3993 QUICK ACCESS RECORDER-REVISION NC
3131MP3999 DFDAU-REVISION-ACMS SOFTWARE UPDATE NC
3131A343A64 DFDAU WITH ACMS CAPABILITY NC
3131A687A25 DFDAU-REVISE BFE/SPE SUBSTITUTION NC
3133A343B41 MULTI INPUT PRINTER-ARINC 744 NC
3135CH3068 MILTOPE ARINC 744 MULTIPORT PRINTER ($ 8,100)
3135MP3118 MILTOPE ARINC 744 MULITPORT PRINTER $ 8,100
3162MP3186 WEA RADAR RANGE INDICATORS NC
3245A343A36 TIRES-NOSE LNDNG GEAR RADIAL TIRES NC
3324MP3018 NO SMOKING SIGNS-PERMANENT ILLUM. NC
3351MP3050 FLOOR PROX EMGY ESCAP PATH MKG SYS NC
3430MP3088 MULTI-MODE RECEIVER (MMR)-REPLACE NC
3433MP3081 LOW RANGE RADIO ALTIMETER (LRRA) - NC
3443MP3235 ARINC 708A WEATHER RADAR SYSTEM - I NC
3443MP3258 REPLCMNT ARINC BFE WETHR RADAR CNTR NC
3443MP3264 WEATHER RADAR REVISION NC
3445MP3289 TCAS II/ INSTALLATION NC
3445MP3332 ATC/TCAS CONTROL PANEL NC
3445A303B92 INSTL TRAF ALERT & COLLISION AVOID NC
3446MP3196 ENHANCED GROUND PROXIMITY WARNING S IB
3453A303B68 ATC SYS-ROCKWELL XXXXXXX ATC TRANS- NC
3461MP3649 FMC TEMP SEL-REV-DEGREES DEFAULT NC
3511A636B72 INSTALL FULL FACE OXYGEN MASKS WITH $ 6,100
5320MP3040 FIVE POUND ALUMINUM XXXXXXXXX XXXXX XX
0000XX0000 RADOME REV INSTAL BFE M&N AEROSPA NC
7900MP3035 LUBRICATING OIL-JET 254 ILO JETII NC
TOTAL CAL 737-800 FOLLOW ON FEATURES $ 3,160,700
i
MID CABIN LAV (PROVS ILO INSTL - EST) ($ 73,600)
WINGLETS (If installed In Boeing
production) $ 779,300
TOTAL ESTIMATED FEATURES $ 3,866,400
Exhibit B to
Purchase Agreement No. 2191
Page 1
AIRCRAFT DELIVERY REQUIREMENTS AND RESPONSIBILITIES
relating to
BOEING MODEL 737-7V3 & 737-8V3 AIRCRAFT
Both Boeing and Customer have certain documentation and approval
responsibilities at various times during the construction cycle of Customer's
Aircraft that are critical to making the delivery of each Aircraft a positive
experience for both parties. This Exhibit B documents those responsibilities and
indicates recommended completion deadlines for the actions to be accomplished.
B-1
BUYER FURNISHED EQUIPMENT VARIABLES
between
THE BOEING COMPANY
and
COPA HOLDINGS, S.A.
Supplemental Exhibit BFE1 to Purchase Agreement No. 2191
BFE1
BUYER FURNISHED EQUIPMENT VARIABLES
relating to
BOEING MODEL 737-7V3 & 737-8V3 AIRCRAFT
This Supplemental Exhibit BFE1 contains vendor selection dates, on-dock dates
and other variables applicable to the Aircraft.
1. Supplier Selection.
Customer will:
1.1 Select and notify Boeing of the suppliers and part numbers of the
following BFE items by the following dates:
Galley System
_______________
Galley Inserts
_______________
Seats (passenger)
_______________
Overhead & Audio System
_______________
In-Seat Video System
_______________
Miscellaneous Emergency Equipment
_______________
Cargo Handling Systems*
(Single Aisle Programs only)
*For a new certification, supplier requires notification 10 months prior to
Cargo Handling System on-dock date.
BFE1-1
2. On-dock Dates
On or before , Boeing will provide to Customer a BFE Requirements
On-Dock/Inventory Document (BFE Document) or an electronically transmitted BFE
Report which may be periodically revised, setting forth the items, quantities,
on-dock dates and shipping instructions relating to the in-sequence installation
of BFE. For planning purposes, a preliminary BFE on-dock schedule is set forth
below:
Item Preliminary On-Dock Dates
[Month of Delivery:]
Aircraft Aircraft
Seats
Galleys/Furnishings
Miscellaneous Emergency Equipment
Electronics
Textiles/Raw Material
Cargo Systems (Single Aisle Programs))
Provision Kits (Single Aisle Programs)
Radomes (Single Aisle Programs)
BFE1-2
CUSTOMER SUPPORT VARIABLES
between
THE BOEING COMPANY
and
COPA HOLDINGS, S.A.
Supplemental Exhibit CS 1 to Purchase Agreement Number 2191
CS1
CUSTOMER SUPPORT VARIABLES
relating to
BOEING MODEL 737-7V3 & 737-8V3 AIRCRAFT
Customer currently operates an aircraft of the same model as the Aircraft. In
addition to any customer support provided by Boeing pursuant to Purchase
Agreement Number 2191 as in effect immediately prior to the date hereof, and
upon Customer's request, Boeing will develop and schedule a customized Customer
Support Program to be furnished in support of the Aircraft. The customized
program will be based upon and equivalent to the entitlements summarized below.
1. Maintenance Training.
1.1 Maintenance Training Minor Model Differences Course, if required,
covering operational, structural or systems differences between
Customer's newly purchased Aircraft and an aircraft of the same
model currently-operated by Customer; 1 class of 15 students;
1.2 Training materials, if applicable, will be provided to each student.
In addition, one set of training materials as used in Boeing's
training program, including visual aids, text and graphics will be
provided for use in Customer's own training program.
2. Flight Training.
Boeing will provide, if required, one classroom course to acquaint up to
15 students with operational, systems and performance differences between
Customer's newly-purchased Aircraft and an aircraft of the same model
currently operated by Customer.
Any training materials used in Flight Training, if required, will be
provided for use in Customer's own training program.
3. Planning Assistance.
3.1 Maintenance and Ground Operations.
Upon request, Boeing will provide planning assistance regarding
Minor Model Differences requirements for facilities, tools and
equipment.
3.2 Spares.
CS1-1
Boeing will revise, as applicable, the customized Recommended Spares
Parts List (RSPL) and Illustrated Parts Catalog (IPC).
4. Technical Data and Documents.
Boeing will revise, as applicable, technical data and documents provided
with previously delivered aircraft.
CS1-2
THE BOEING COMPANY
X.X. Xxx 0000
Xxxxxxx, XX 00000-0000
June 14, 2002
6-1162-MJB-0017
COPA (Compania Panamena de Aviacion S. A.)
Attention: Xxxxx Xxxxxxxx, Executive President
Apartado 1572
Avenida Xxxxx Xxxxxxxxx x Xxxxx 00
Xxxxxx 0, Xxxxxx
**Material Redacted**
Reference: Purchase Agreement No. 2191 (the Purchase Agreement) between The
Boeing Company (Boeing) and COPA Holdings, S.A. (Customer) as
supplemented and modified including all Exhibits, Attachments,
Side Letters and Supplements thereto, relating to Model 737-7V3 and
737-8V3 aircraft (Aircraft).
Dear Xx. Xxxxxxxx,
This Letter Agreement amends and supplements the Purchase Agreement. All terms
used but not defined in this Letter Agreement have the same meaning as in the
Purchase Agreement.
1. **Material Redacted**
2. **Material Redacted**
3. **Material Redacted**
4. **Material Redacted**
5. **Material Redacted**
6. Customer Requested Delivery Date
Customer has requested a June, 2004 delivery for a 737-700 Aircraft, however at
the time of this signing, Boeing could only commit to an August, 2004 delivery
listed in Table 1, Block A. Boeing will use reasonable effort to secure a June,
2004 Aircraft as requested, subject to available positions.
7. 737-800 Aircraft Winglets
Page 2
Customer has the option to accept production installation of the 737-800
Aircraft winglets at $779,300 (2000 dollars, STE) by giving written notice to
Boeing on or before the date 15 months prior to the Aircraft delivery for new
configuration, 12 months for follow-on configuration. Attachment C, "Post
Delivery Support for Blended Winglet Systems" attached hereto is incorporated by
this reference.
8. 737-800 Aircraft Performance Guarantees
Boeing agrees to provide Customer with the 737-800 performance guarantees in the
Attachment entitled "Model 737-800 Performance Guarantees For COPA." These
guarantees are exclusive and expire upon delivery of the aircraft to Customer.
9. Advance Deposit Payment
The Aircraft Advance Deposit Payments due at signing will be due July 01, 2002,
with no interest penalty imposed by Boeing.
10. Confidentiality.
Boeing considers the matters discussed herein extremely sensitive and
accordingly we ask that you treat this letter as confidential and not disclose
its contents to any third party without Boeing's written permission.
Sincerely,
THE BOEING COMPANY
ATTACHMENT A TO
6-1162-MJB-0017
**Material Redacted**
ATTACHMENT B TO 6-1162-MJB-0017
**Material Redacted**
**2 pages**
EXHIBIT C
POST DELIVERY SUPPORT FOR BLENDED WINGLET SYSTEMS
COPA Holdings S.A.
Avenida Xxxxx Xxxxxxxxx y Calle 39
Apdo. 1572
PANAMA 1
PANAMA
Attention: Sr. Xxxxx Xxxxxxxx, President
Subject: Post Delivery Support for Blended Winglet Systems
Gentlemen:
Subject to the timely performance of the respective obligations of COPA Holdings
S.A. (COPA) and APB Winglets Company LLC, d.b.a. Aviation Partners Boeing (APB)
under that certain Blended Winglet System Sales Agreement No. 26, dated June 14,
2002 (the "APB Sales Agreement"), between Aviation Partners Boeing (APB) and
COPA for installation of blended winglets in certain of the Boeing Model 737-700
aircraft and Model 737-800 aircraft acquired by COPA from The Boeing Company
(Boeing) pursuant to Aircraft General Terms Agreement No. AGTA-COP (the AGTA),
Boeing agrees to provide product assurance and customer support to the extent
set forth below.
The product assurance and customer support obligations of Boeing are limited to
those set forth in the Product Assurance Document (Exhibit C to the AGTA, not
including Part 6 Article 1, Indemnity Against Patent Infringement) and the
Customer Support Document (Exhibit B to the AGTA). Such obligations shall apply
to the blended winglets (including spares therefore) and technical data and
documents, and field and engineering support services provided by Boeing. For
purposes of the Product Assurance Documents, the blended winglets shall be
deemed to be "SLP Components" for purposes of the Service Life Policy (Exhibit
C, Part 3), and "Boeing Product" for all other purposes under Exhibit C. The
technical data and documents shall each be deemed "Materials". It is expressly
agreed and understood that applicable provisions include, without limitation,
the provisions of the AGTA, Article 8 "Insurance," Exhibit B, Part 5 "Protection
of Proprietary Information and Proprietary Materials, and Exhibit C, Article 10
"Insurance," and Article 11 "Disclaimer and Release; Exclusion of Liabilities."
For the avoidance of doubt, Boeing does not warrant workmanship relating to
installation of the winglets.
The provisions set forth in these documents will be administered by Boeing's
Warranty organization using the same procedures currently in effect between COPA
and Boeing's Warranty organization.
Subject to the terms of each customer's Product Assurance and Customer Support
documents, Boeing's Customer Support organization will support all aircraft with
the blended winglets installed in the same manner to the same extent it supports
aircraft delivered by Boeing with winglets installed in production, including
any training programs in relation thereto and the provisions of technical data
and documents pertaining thereto. The same procedures in effect between COPA and
Boeing Customer Support organization will apply and the same Boeing personnel
will administer the Customer Support services, including spares support.
Except as set forth above, Boeing has not agreed to provide and shall not be
responsible for any obligations of APB under the APB Sales Agreement.
If you agree with the matters set forth above,.please indicate your concurrence
by signing below.
Very truly yours,
The Boeing Company
COPA HOLDINGS S.A.
AVIATION PARTNERS BOEING
Attachment to Letter Agreement
No. 6-1162-MJB-0017
equipped with winglets and CFM56-7B26 Engines
Page 1
MODEL 737-800 WITH WINGLETS PERFORMANCE GUARANTEES
FOR COPA (COMPANIA PANAMENA DE AVIACION S.A.)
SECTION CONTENTS
1 AIRCRAFT MODEL APPLICABILITY
2 FLIGHT PERFORMANCE
3 MANUFACTURER'S EMPTY WEIGHT
4 AIRCRAFT CONFIGURATION
5 GUARANTEE CONDITIONS
6 GUARANTEE COMPLIANCE
7 EXCLUSIVE GUARANTEES
Attachment to Letter Agreement
No. 6-1162-MJB-0017
equipped with winglets and CFM56-7B26 Engines
Page 2
1 AIRCRAFT MODEL APPLICABILITY
The guarantees contained in this Attachment (the "Performance Guarantees")
are applicable to the 737-800 Aircraft with a maximum takeoff weight of
174,200 pounds, a maximum landing weight of 146,300 pounds, and a mazimum
zero fuel weight of 138,300 pounds, and equipped with winglets and with
Boeing furnished CFM56-7B26 engines.
2 FLIGHT PERFORMANCE
CRUISE RANGE
The still air range at an initial cruise altitude of 35,000 feet on a
standard day at 0.78 Mach number, starting at a gross weight of 169,000
pounds and consuming 35,000 pounds of fuel, and using not more than
maximum cruise thrust (except maximum climb thrust may be used during a
step climb) and using the conditions and operating rules defined below,
shall not be less than the following guarantee value:
NOMINAL: 2,925 Nautical Miles
TOLERANCE: -55 Nautical Miles
GUARANTEE: 2,870 Nautical Miles
Conditions and operating rules:
A step climb or multiple step climbs of 4,000 feet altitude may be
used when beneficial to minimize fuel burn.
3 MANUFACTURER'S EMPTY WEIGHT
The Manufacturer's Empty Weight (MEW) is guaranteed not to exceed the
value in Section 03-60-00 of Detail Specification D6-38808-43, Revision D
plus two percent.
4 AIRCRAFT CONFIGURATION
4.1 The guarantees contained in this Attachment are based on the Aircraft
configuration as defined in Revision D of Detail Specification D6-38808-43
(hereinafter referred to as the Detail Specification). Appropriate
adjustment shall be made for changes in such Detail Specification approved
by the Customer and Boeing or otherwise allowed by the Purchase Agreement
which cause changes to the flight performance and/or weight and balance of
the Aircraft. Such adjustment shall be accounted for by Boeing in its
evidence of compliance with the guarantees.
Attachment to Letter Agreement
No. 6-1162-MJB-0017
equipped with winglets and CFM56-7B26 Engines
Page 3
4.2 The Manufacturer's Empty Weight guarantee of Section 3 will be adjusted by
Boeing for the following in its evidence of compliance with the
guarantees:
(1) Changes to the Detail Specification or any other changes mutually
agreed upon between the Customer and Boeing or otherwise allowed by the
Purchase Agreement.
(2) The difference between the component weight allowances given in
Appendix IV of the Detail Specification and the actual weights.
5 GUARANTEE CONDITIONS
5.1 All guaranteed performance data are based on the International Standard
Atmosphere (ISA) and specified variations therefrom; altitudes are
pressure altitudes.
5.2 The FAA Regulations (FAR) referred to in this Attachment are, unless
otherwise specified, the 737-800 Certification Basis regulations specified
in the Type Certificate Data Sheet A16WE, Revision 24, dated March 23,
1998.
5.3 In the event a change is made to any law, governmental regulation or
requirement, or in the interpretation of any such law, governmental
regulation or requirement that affects the certification basis for the
Aircraft as described in Paragraph 5.2, and as a result thereof, a change
is made to the configuration and/or the performance of the Aircraft in
order to obtain certification, the guarantees set forth in this Attachment
shall be appropriately and reasonably modified to reflect the effect of
any such change.
5.4 The cruise range guarantee includes allowances for normal power extraction
and engine bleed for normal operation of the air conditioning system.
Normal electrical power extraction shall be defined as not less than a 50
kilowatts total electrical load. Normal operation of the air conditioning
system shall be defined as pack switches in the "Auto" position, the
temperature control switches in the "Auto" position that results in a
nominal cabin temperature of 75(degree)F, and all air conditioning systems
operating normally. This operation allows a maximum cabin pressure
differential of 8.35 pounds per square inch at higher altitudes, with a
nominal Aircraft cabin ventilation rate of 3,300 cubic feet per minute
including passenger cabin recirculation (nominal recirculation is 47
percent). The APU is turned off unless otherwise specified.
5.5 The cruise range guarantee is based on an Aircraft center of gravity
location of 26.2 percent of the mean aerodynamic chord.
5.6 Performance, where applicable, is based on a fuel Lower Heating Value
(LHV) of 18,580 BTU per pound.
Attachment to Letter Agreement
No. 6-1162-MJB-0017
equipped with winglets and CFM56-7B26 Engines
Page 4
6 GUARANTEE COMPLIANCE
6.1 Compliance with the guarantees of Sections 2 and 3 shall be based on the
conditions specified in those sections, the Aircraft configuration of
Section 4 and the guarantee conditions of Section 5.
6.2 Compliance with the cruise range guarantee shall be established by
calculations based on flight test data obtained from an aircraft in a
configuration similar to that defined by the Detail Specification.
6.3 Compliance with the Manufacturer's Empty Weight guarantee shall be based
on information in the "Weight and Balance Control and Loading Manual -
Aircraft Report."
6.4 The data derived from tests shall be adjusted as required by conventional
methods of correction, interpolation or extrapolation in accordance with
established engineering practices consistently applied to show compliance
with these guarantees.
6.5 Compliance shall be based on the performance of the airframe and engines
in combination, and shall not be contingent on the engine meeting its
manufacturer's performance specification.
7 EXCLUSIVE GUARANTEES
The only performance guarantees applicable to the 737-800 Aircraft are
those set forth in this Attachment.
MODEL 737-800 PERFORMANCE GUARANTEES
FOR COPA (COMPANIA PANAMENA DE AVIACION S.A.)
SECTION CONTENTS
1 AIRCRAFT MODEL APPLICABILITY
2 FLIGHT PERFORMANCE
3 MANUFACTURER'S EMPTY WEIGHT
4 AIRCRAFT CONFIGURATION
5 GUARANTEE CONDITIONS
6 GUARANTEE COMPLIANCE
7 EXCLUSIVE GUARANTEES
6
1 AIRCRAFT MODEL APPLICABILITY
The guarantees contained in this Attachment (the "Performance Guarantees")
are applicable to the 737-800 Aircraft equipped with Boeing furnished
CFM56-7B26 engines.
2 FLIGHT PERFORMANCE
CRUISE RANGE
The still air range at an initial cruise altitude of 35,000 feet on a
standard day at 0.78 Mach number, starting at a gross weight of 165,000
pounds and consuming 40,000 pounds of fuel, and using not more than
maximum cruise thrust (except maximum climb thrust may be used during a
step climb) and using the conditions and operating rules defined below,
shall not be less than the following guarantee value:
NOMINAL: 3,340 Nautical Miles
TOLERANCE: -65 Nautical Miles
GUARANTEE: 3,275 Nautical Miles
Conditions and operating rules:
A step climb or multiple step climbs of 4,000 feet altitude may be
used when beneficial to minimize fuel bum.
3 MANUFACTURER'S EMPTY WEIGHT
The Manufacturer's Empty Weight (MEW) is guaranteed not to exceed the
value in Section 03-60-00 of Detail Specification D6-38808-43, Revision D
plus two percent.
4 AIRCRAFT CONFIGURATION
4.1 The guarantees contained in this Attachment are based on the Aircraft
configuration as defined in the original release of Detail Specification
D6-38808-43, Revision D (hereinafter referred to as the Detail
Specification). Appropriate adjustment shall be made for changes in such
Detail Specification approved by the Customer and Boeing or otherwise
allowed by the Purchase Agreement which cause changes to the flight
performance and/or weight and balance of the Aircraft. Such adjustment
shall be accounted for by Boeing in its evidence of compliance with the
guarantees.
4.2 The Manufacturer's Empty Weight guarantee of Section 3 will be adjusted by
Boeing for the following in its evidence of compliance with the
guarantees:
7
(1) Changes to the Detail Specification or any other changes mutually
agreed upon between the Customer and Boeing or otherwise allowed by the
Purchase Agreement.
(2) The difference between the component weight allowances given in
Appendix IV of the Detail Specification and the actual weights.
5 GUARANTEE CONDITIONS
5.1 All guaranteed performance data are based on the International Standard
Atmosphere (ISA) and specified variations therefrom; altitudes are
pressure altitudes.
5.2 The FAA Regulations (FAR) referred to in this Attachment are, unless
otherwise specified, the 737-800 Certification Basis regulations specified
in the Type Certificate Data Sheet A16WE, Revision 24, dated March 23,
1998.
5.3 In the event a change is made to any law, governmental regulation or
requirement, or in the interpretation of any such law, governmental
regulation or requirement that affects the certification basis for the
Aircraft as described in Paragraph 5.2, and as a result thereof, a change
is made to the configuration and/or the performance of the Aircraft in
order to obtain certification, the guarantees set forth in this Attachment
shall be appropriately modified to reflect any such change.
5.4 The cruise range guarantee includes allowances for normal power extraction
and engine bleed for normal operation of the air conditioning system.
Normal electrical power extraction shall be defined as not less than a 50
kilowatts total electrical load. Normal operation of the air conditioning
system shall be defined as pack switches in the "Auto" position, the
temperature control switches in the "Auto" position that results in a
nominal cabin temperature of 75(degree)F, and all air conditioning systems
operating normally. This operation allows a maximum cabin pressure
differential of 8.35 pounds per square inch at higher altitudes, with a
nominal Aircraft cabin ventilation rate of 3,300 cubic feet per minute
including passenger cabin recirculation (nominal recirculation is 47
percent). The APU is turned off unless otherwise specified.
5.5 The cruise range guarantee is based on an Aircraft center of gravity
location of 26.2 percent of the mean aerodynamic chord.
5.6 Performance, where applicable, is based on a fuel Lower Heating Value
(LHV) of 18,580 BTU per pound.
6 GUARANTEE COMPLIANCE
6.1 Compliance with the guarantees of Sections 2 and 3 shall be based on the
conditions specified in those sections, the Aircraft configuration of
Section 4 and the guarantee conditions of Section 5.
8
6.2 Compliance with the cruise range guarantee shall be established by
calculations based on flight test data obtained from an aircraft in a
configuration similar to that defined by the Detail Specification.
6.3 Compliance with the Manufacturer's Empty Weight guarantee shall be based
on information in the "Weight and Balance Control and Loading Manual -
Aircraft Report."
6.4 The data derived from tests shall be adjusted as required by conventional
methods of correction, interpolation or extrapolation in accordance with
established engineering practices to show compliance with these
guarantees.
6.5 Compliance shall be based on the performance of the airframe and engines
in combination, and shall not be contingent on the engine meeting its
manufacturer's performance specification.
7 EXCLUSIVE GUARANTEES
The only performance guarantees applicable to the Aircraft are those set
forth in this Attachment.