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 737-700 Aircraft, Block A" and "Table 1-2 to Purchase Agreement No. 2191 Aircraft Delivery, Description, Price and Advance Payments Model 737-800 Aircraft, Block B" 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 A-2, Boeing Model 737-8V3 Aircraft Block B" to reflect the configuration of "Table 1-1 to Purchase Agreement No. 2191 Aircraft Delivery, Description, Price and Advance Payments Model 737-700 Aircraft, Block 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 B-l 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-DAN-0123 Performance Guarantees 6-1162-DAN-0124 **Material Redacted** 6-1162-DAN-0155 **Material Redacted** 6-1162-DAN-0156 Year 2000 Ready Software, Hardware and Firmware 6-1162-DAN-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 No. 3 June 14, 2002

ii Purchase 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: 737-700 154,500 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: 737-800 174,200 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 Bock 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 COLLINS 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 CARGO COMPARTMENT PLACARDS - POUNDS NC 0252CG3037 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 AND AFT CARGO COMPARTMENT FLOOR NC 2550CG3226 FWD AND AFT CARGO COMPARTMENT LININ NC 2564CH3095 RETRACTABLE EMERGENCY EQUIPMENT PAN NC 2611CG3020 ENGINE AND APU FIRE/OVERHEAT DETEC NC 2626CG3024 FIRE EXT. INSTL NC 2841CG3095 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 ROCKWELL IB 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 BEACON - INSTALLATION - NC 3455CG3119 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 ALUMINUM FLOOR PANELS NC 72000G3246 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 PANEL-INSTAL GABLES NC 2322MP3489 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 - COLLINS 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 SEAT ROW RECLINE NC 2520B066A17 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 COLLINS ATC TRANS- NC 3461MP3649 FMC TEMP SEL-REV-DEGREES DEFAULT NC 3511A636B72 INSTALL FULL FACE OXYGEN MASKS WITH $ 6,100 5320MP3040 FIVE POUND ALUMINUM UNDERSEAT FLOOR NC 5352CH3009 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 P.O. Box 3707 Seattle, WA 98124-2207 June 14, 2002 6-1162-MJB-0017 COPA (Compania Panamena de Aviacion S. A.) Attention: Pedro Heilbron, Executive President Apartado 1572 Avenida Justo Arosemena y Calle 39 Panama 1, Panama **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 Mr. Heilbron, 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 Justo Arosemena y Calle 39 Apdo. 1572 PANAMA 1 PANAMA Attention: Sr. Pedro Heilbron, 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.