thai airways boeing 747s for sale

Ref. DT/CI/AESC-088/2015

7th September 2015

Subject : An Invitation to Participate in Bidding of Outright Purchase of 2 (two) Boeing

B747-400BCF Used Aircraft

Dear Sir/Madam;

We, Thai Airways International Public Company Limited (THAI) are pleased to invite you (the Bidder) to submit a bid (the Proposal) for the outright purchase of 2 (two) Boeing B747-400BCF Used Aircraft.

The term Used Aircraft means and includes all or each, as the context may require, of the used Boeing B747-400BCF aircraft specified in the attachments to this Letter of Invitation.

It is the intention of THAI that all 2 (two) Boeing B747-400BCF Used Aircraft shall be sold together at

the same time provided that the offer is to be separately made for each individual.

However, a proposal for a purchase of only one aircraft is acceptable to consider.

Together with this Letter of Invitation, please find the following information/data with terms and

conditions serving and applicable as basic terms for the Bid.

1) Exhibit 1 : Terms of Reference (TOR) 2) Exhibit 2 : Aircraft Specification and Additional Information (Exhibit 2-1 and 2-2) 3) Exhibit 3 : Non-Disclosure Agreement (NDA) 4) Exhibit 4 : Notification of National Anti-Corruption Commission 5) Exhibit 5 : Draft of Memorandum of Understanding (MOU) 6) Exhibit 6 : Draft of Used Aircraft Purchase Agreement (UAPA) (Exhibit 6-1 and 6-2) 7) Exhibit 7 : Form of Standby Letter of Credit 8) Exhibit 8 : Form of Proposal (Exhibit 8-1 and 8-2) 9) Exhibit 9 : B747-400BCF Sale Timeline and Activity 10) Exhibit 10 : Technical Documentation for Aircraft Inspection

The interested bidder is invited for submission of a proposal for purchase of the Used Aircraft

(Proposal) in accordance with the Terms of Reference and all the conditions and/statements as described in the Letter of Invitation as well as all the Exhibits being attached herewith.

For further information and details, please access website: www.thaiaircrafttrading.com.

Thank you in advance for the attention and participation.

Sincerely Yours,

Flg. Off. Chalermpon Intarawong

Executive Vice President

Technical Department

Thai Airways International Public Company Limited

Chairman of Aircraft Sale & Lease and Engine Sale Committee

EXHIBIT 1

TERMS OF REFERENCE (TOR)

E1 TERMS OF REFERENCE / B747-400BCF HS-TGH, HS-TGJ / 07 SEP 15 1 of 9

1. Objectives:

Thai Airways International Public Company Limited (THAI) are pleased to invite you

(Bidder) for participation to a bid of the outright purchase of 2 (two) Boeing B747-400BCF

Used Aircraft (the Bid).

The interested Bidder is invited for submitting an offer for the outright purchase (Proposal)

according to the terms and conditions stated in this TOR and attached Exhibits.

2. Aircraft Specification and Additional Information:

Specification of Used Aircraft together with additional information as well as overdue

maintenance is described in Exhibit 2-1 and 2-2 (Aircraft Specification and Additional

Information) being attached herewith the Invitation Letter.

All the Used Aircraft are offered for sale on an As-Is, Where-Is condition. Only long term

storage maintenance package was performed after the Aircraft has been grounded and the

Engine has been removed.

Based on the information given in Exhibit 2-1 and 2-2 if the Bidder requires for any maintenance

or activities to be performed by THAI, such is subject to charge separately under mutually agreed

terms and conditions. In this regard, the Bidder is required for stating clear such the

requirement in the Form of Proposal, Exhibit 8-1 and 8-2.

3. Qualification of Bidder:

3.1 THAI will consider on the Proposal from the Bidder who meets the following qualifications:

3.1.1 Be a legal entity with evidence of Company Registration/Affidavit

3.1.2 Not ever been declared on blacklist by THAI

3.1.3 Have a proof of reliable fund

3.2 Bidder must act as principal for its own account and not as agent or broker. If any Bidder has a coordinator or agent in Thailand, the name and contact details of such

coordinator/agent must be clearly specified in the Proposal. Failing of which may cause

disqualification of the Bid.

THAI will sign a contract with the awarded Bidder only, not through any other

entity.

EXHIBIT 1



4. Bindings:

4.1 Proprietary Information: Terms and conditions including information, data and documents as herein provided by THAI to the interested Bidder or hereafter are only for

the purpose of submitting a Proposal and considered property of THAI. It is prohibited

that the interested Bidder or any receiver of such further forward or make a copy of THAI

proprietary information, data or documents to any third party for any other purpose without

a prior written consent by THAI. Failing to comply of which may consider disqualification

of the Bid and may be subject to legal proceedings in accordance with applicable law.

4.2 Non-Disclosure Agreement (NDA): The Bidder shall execute the NDA as described in Exhibit 3 being attached with the Invitation Letter and send the signed Agreement to THAI

at the time of submission of the Proposal.

4.3 Notification of National Anti-Corruption Commission: If the awarded Bidder is a Thai national person or has the agent situated in Thailand, the awarded Bidder is required to

follow to the Notification of National Anti-Corruption Commission as appeared in Exhibit

4 being attached with the Invitation Letter.

4.4 Execution of Documents: The awarded Bidder is required for signing a Memorandum of Understanding (MOU) on the terms and conditions described in Exhibit 5 and a Used

Aircraft Purchase Agreement (UAPA) on the terms and conditions as described in Exhibit

6 being attached to the Invitation Letter. Any terms or conditions neither acceptable nor

agreeable by the Bidder must be raised at the time of submitting a Proposal. Failing

of which, it is considered that all the terms and conditions in the drafts as shown in

Exhibit 5 and 6 are acceptable by the Bidder. THAI reserves a right to accept or reject

such the amendments and/or revisions.

4.5 Acceptance of the Used Aircraft: There will be 2 (two) phases of the acceptance; i.e.

1) Technical Acceptance which is to be performed after execution of the UAPA and prior to the agreed Delivery Date and the title transfer, and

2) Acceptance of the Delivery of the Used Aircraft which is to be performed within 30 (thirty) calendar days after execution of the UAPA by the awarded Bidder or any

timeframe as otherwise, mutually agreed upon in writing. The awarded Bidder shall

accept delivery of the Used Aircraft and title thereto transferred from THAI under the

terms and conditions of the signed UAPA. In no event the Used Aircraft will be delivered to the awarded Bidder prior to the complete settlement by the awarded

Bidder of all due payments according to the terms and conditions in the UAPA.

EXHIBIT 1



4.6 Fly Away/Export: The awarded Bidder shall irrevocably and unconditionally undertakes to physically export the Used Aircraft outside of Thailand and obtain customs clearance

thereof within 30 (thirty) calendar days of the Delivery Date. If not, the awarded Bidder

shall pay to THAI immediately upon demand, Value Added Tax (VAT) in addition to

the Purchase Price for such Used Aircraft, sufficient to discharge the value added tax

liability arising as a result of the sale by THAI and purchase by the awarded Bidder of such

Used Aircraft. The awarded Bidder shall provide an indemnity in favor of THAI in respect

of such tax liability.

The Bidder is well aware that THAI does not offer dismantlement/part out service.

However, there is no objection if the awarded bidder will do the dismantlement in Thailand

provided that proper action must be taken by the awarded Bidder according to all

applicable rules/regulations and laws with the total responsibility and liability of the

awarded bidder. If so performed, it is a must that the awarded Bidder 1) pay all applicable

taxes including Value Added Tax (VAT) for all parts removed and remained and/or

disposed in Thailand and 2) remove THAI logo as well as any of THAI property

signs/marks appearing on the Used Aircraft and parts prior to the dismantlement with the

awarded Bidder own costs and expenses.

4.7 Costs and Expenses: Any costs, expenses, fees and including Value Added Tax (VAT), (currently) incurred as of and after the transfer of title of the Used Aircraft to the awarded

Bidder will be at the sole responsibility of the awarded Bidder. Applicable fee for the

process of Letter of Credit shall be borne by Bidder.

4.8 Aircraft Inspection and Documentation Review: The Bidder is well aware that the Bidder is welcome to perform an inspection on the Used Aircraft as well as documentation

review prior to submission of the Proposal. The advance notification must be made to

THAI in compliance with the stated timeline and according to the terms on guarantee stated

in below article 5. and 7.2 of this TOR. By entering into the Bid, the Bidder totally

accepts that in case of neither inspection nor documentation review, once the Proposal

is submitted, there will be no such the demand from the Bidder. After the Award,

inspection and documentation review will be allowed to the awarded Bidder only after

the Memorandum of Understanding is signed by the awarded Bidder with a Deposit

paid and received.

4.9 Payment:

4.9.1 Deposit: Proposal must indicate the amount that a Bidder intends to pay as a deposit (Deposit). The Deposit shall be at least 20% (twenty percent) of the

purchase price of each Used Aircraft. The Deposit is an important factor to

THAI in considering the Proposal.

EXHIBIT 1



4.9.2 Balance: To proceed with a title transfer and delivery of the Used Aircraft, the awarded Bidder shall pay the balance of the purchase price for each Used Aircraft

to THAIs bank account by telegraphic transfer in a cleared and immediately

available fund on or before the delivery date and the transfer of title of the relevant

Used Aircraft. In all event, term of payment for the balance must be no later

than 30 (thirty) calendar days after execution of the UAPA, if not otherwise

mutually agreed in writing.

The balance of the purchase price for each Used Aircraft shall mean the purchase price

subtracted by the amount equivalent to the percentage of the Deposit on that Used Aircraft

Price (Balance).

5. Aircraft Inspection, Guarantee on Aircraft Inspection and Bid Bond:

5.1 THAI is open for the interested Bidder to perform a physical inspection of the Used Aircraft as well as documentation review prior to submission of the Proposal.

5.2 To be entitled for the Aircraft Inspection and Document Review, any interested Bidder who requires for performing an inspection of the Used Aircraft and/or documents review at

THAIs facility shall provide cash or an irrevocable standby letter of credit (Aircraft

Inspection Guarantee), which shall be issued or confirmed by an international commercial

bank acceptable to THAI in the Form of Standby Letter of Credit under Exhibit 7 being

attached to the Invitation Letter. The Inspection Guarantee shall be at the amount of USD

50,000 (Fifty Thousand United States Dollars) per Proposal.

THAI will accept the Aircraft Inspection Guarantee in United States Dollars (USD)

only.

The Aircraft Inspection Guarantee will turn into a Bid Bond once a Proposal is submitted

to THAI. In so case, the Bid Bond shall have a validity term of 120 (one hundred and

twenty) calendar days.

The Aircraft Inspection Guarantee will be returned to the interested Bidder in case such the

party decides not to submit a Proposal.

5.3 In case of no Aircraft Inspection Guarantee provided, a Bidder is required to provide together with a Proposal, an irrevocable standby letter of credit or cash (Bid Bond),

which shall be issued or confirmed by an international commercial bank acceptable to

THAI in the Form of Standby Letter of Credit under Exhibit 7 being attached to the

Invitation Letter. The Bid Bond shall be at the amount of USD 50,000 (Fifty Thousand

United States Dollars) per Proposal.

THAI will accept the Bid Bond in United States Dollars (USD) only.

5.4 Wherever used in this letter and the Bid, the terms USD and United States Dollars mean the lawful currency for the time being of the United States of America.

EXHIBIT 1



5.5 For the awarded Bidder, the Bid Bond will be kept until the execution of the MOU and a Deposit is paid to THAI.

If not awarded, the Bid Bond will be returned to the Bidder at the time of its expiration.

5.6 THAI have an absolute right to forfeit the total amount of the Bid Bond to the benefit of THAI in case of either:

5.6.1 the Proposal is withdrawn prior to the term of its validity, which is at least 120 (one hundred and twenty) calendar days as from the submission date; or

5.6.2 the awarded Bidder refuses or neglects to sign the MOU within the time frame and in accordance with the terms and conditions provided in this TOR, if not otherwise

agreed upon.

5.7 If there are no queries or questions during the inspection of the Used Aircraft and Document Review, it is considered that the interested Bidder agrees to accept the Used

Aircraft and/or Spare Engines and supporting documents as per the conditions, format and

information given by the time of such inspection and review.

By entering into the Bid, the Bidder must be well aware and agree that the Used

Aircraft and/or Spare Engines are hereby offered for sale on an As Is Where Is

condition. Technical record and maintenance data will be provided up to the standard

of aviation as being the airlines operators. THAI will not be obligated to provide any

data beyond the requirements of standard practice of airlines operation. Subject to

the availability of record and data, THAI, up to the best effort will provide

traceability back to birth record and to the limit based on the information as

described herein. Technical Data in favor of commercial purpose is on the absolute

account of the Bidder only and will not be taken into consideration of the Used

Aircraft and/or Spare Engine value.

6. Conditions on Submitting the Proposal:

6.1 Submission:

6.1.1 The Proposal must be received by THAI no later than 9th October 2015, 1600 hours, local time, referring to Hydrographic Time Navy Department, Thailand. Open Bid through e-mail will not be accepted.

6.1.2 The Proposal must be submitted in a package of two sealed envelopes separating between;

1) Price Proposal - One Hard Copy Only:

One Sealed Envelope consists of only a completed Form of Proposal as in

the format shown in Exhibit 8 being attached to the Invitation Letter.

Bidder is welcome to propose for a single Used Aircraft/Engine or the

total fleet offered. Each Form for each offered Used Aircraft/Engine.

No package price for the fleet.

EXHIBIT 1



2) General Information Proposal - 11 sets of Hard Copy and One Soft Copy:

One Sealed Envelope consists of at least the following documents and

information.

2.1) Company Profile

2.2) Written evidence of the lawful Company Registration

2.3) Written evidence of the authorization given to the person who signs a

Proposal and the statement of absolute Power of Attorney

2.4) Signed Non-Disclosure Agreement (NDA)

2.5) Bid Bond, if not earlier provided as Aircraft Inspection Guarantee

2.6) Evidence Proof of Source of Fund

Missing of the above stated documents in Item 2.1) - 2.6) may cause disqualification.

Any other information/documents considered favorable for the evaluation on

awarding is also acceptable.

6.1.3 The Proposal Package shall be addressed to the following person:

Flg. Off. Suwatchai Suwanmaitree

Director of Engineering Department (BKKTE)


Technical Department (ACM), Suvarnabhumi Airport

333/2 Moo 1, Nong Prue, Bangphli, Sumut Prakarn 10540

THAILAND

Telephone: +66 (0) 2137-6200 Mobile: +66 (0) 8 9519-1285

6.2 Form of Proposal: The Proposal for Price must be in the form as described in Exhibit 8 being attached to the Invitation Letter.

Any erasure or overwriting or correction must be duly initialed by the authorized person

who signs the Proposal.

THAI reserves a right to request for further information and or documents to support the

evaluation of the Bid.

6.3 Method of Presentation: It is a must that each Sealed Envelope shall be clearly identified of

Bidders Name Registration of the Used Aircraft on Bid Date Identification of either Price Proposal or General Information Proposal

EXHIBIT 1



6.4 Minimum Terms of the Proposal:

6.4.1 Price: Proposal must contain full details of the purchase price in United States Dollars for any of each Used Aircraft (Purchase Price) and/or all of 2 (two)

B747-400BCF Used Aircraft (s) (Total Purchase Price).

The price shall be in both figures and words. In case of discrepancies/

inconsistencies, the words in writing shall govern.

THAI will not accept the Proposal in a lump sum amount of the total 5 (five)

aircraft.

6.4.2 Validity: The proposed purchase price shall be valid at least for a period of 120 (one hundred and twenty) days from the date of the Proposal.

6.4.3 Language: The Proposal as well as all accompanying documents must be in English language.

6.4.4 Cost of Bid Preparation and Submission: Each Bidder will be entirely responsible for and will bear all costs associated with the preparation and

submission of the Proposal including applicable fee for the process of Letter of

Credit. THAI has no responsibility or liability in this regard irrespective of

whether the Proposal is rejected or awarded.

6.4.5 Agency: The Bidder must disclose to THAI all expenses paid to any party relating to agency costs, coordinating costs including expenses of the other party.

6.4.6 Deviation: If the Bidder desires to amend or revise terms or conditions stated in the provided drafts, such the amendment/revision shall be clearly addressed in the

Form of Proposal. THAI will take the proposed amendment/revision into

consideration for evaluation on the Bids. THAI reserves a right to accept or reject

such the amendments and/or revisions.

7. Procedures and Criteria/Basis:

The sale of the Used Aircraft /Engine shall proceed as follows:

7.1 Sale Timeline and Activity: A process of sale will be followed to the B747-400BCF Sale Timeline and Activity as described in Exhibit 9 being attached to the Invitation Letter.

THAI reserves a right to adjust or amend the Sale Timeline from time to time without

giving a prior notification.

7.2 Aircraft Inspection and Maintenance Data Review:

The Bidder is welcome for performing an inspection of the Used Aircraft and Maintenance Data review. However, such the inspection and review will be subject to

THAIs discretion how far and how much in details that THAI will offer.

EXHIBIT 1



The Bidder is required for giving a notification of requirement in advance for proper arrangement provided that the notification is to be in line with the Sale Timeline given

by THAI.

In order to be entitled for such the inspection, the interested Bidder is to make an advance notice together with a placement of Aircraft Inspection Guarantee.

7.3 Criteria: The award will be based on a Proposal for each individual Used Aircraft. THAI reserves a right to sell the Used Aircraft one by one, not the package.

8. Right to Accept or Reject the Proposal:

By entering into the Bid, the Bidder agrees and accepts that THAI has the absolute right to accept

or reject any Proposal without giving a reason. It is further agreed by the Bidder that

8.1 THAI shall neither be liable nor required for elaborating any criteria on evaluation;

8.2 THAI reserves the right to cancel Bid if necessary for the best interest of THAI without liabilities.

9. Right to Cancel the Bid:

By entering into the Bid, the Bidder agrees that THAI may cancel the Bid without any further

liability or responsibility due to either of the following circumstances:

9.1 the awarded Bidder fails to sign the MOU within 10 (ten) Business Days after receiving a notification of the award; or

9.2 the awarded Bidder fails to transfer the Deposit to THAI at the total amount committed in the Proposal within 5 (five) Business Days after execution of the MOU; or

9.3 the awarded Bidder fails to sign the UAPA within 10 (ten) Business Days after execution of the MOU or within the time frame as mutually agreed at the time of signing MOU.

In case of cancellation under the above circumstance(s), the awarded Bidder further agrees

that THAI shall have the absolute right to draw upon the Bid Bond and/or Deposit and to

keep and retain the Bid Bond and/or Deposit for THAIs own account and benefit the funds

represented by the Bid Bond.

Additionally, the awarded Bidder shall be responsible for all costs and expenses incurred

due to its failure to perform the obligations under this TOR.

Business Day(s) means a Day(s), other than a Saturday and Sunday which banks are open for business in Bangkok and Singapore.

EXHIBIT 1



10. Unfair Competition:

Each entity submitting a Proposal will not have any mutual interest with any other entity

submitting a Proposal in relation to the purchase of the Used Aircraft or commit any act that will

constitute obstruction of fair competition. If it appears to or comes to the attention of THAI that

any Bidder or Bidders have committed an act which obstructs fair competition, such Bidder or

Bidders will be disqualified and may be subject to legal proceedings in accordance with

applicable law.

11. Enquiry and Clarification and Focal Point:

11.1 The following person and address is only a focal point:

Flg. Off. Suwatchai Suwanmaitree

Director of Engineering Department (BKKTE)


Technical Department (ACM), Suvarnabhumi Airport

333/2 Moo 1, Nong Prue, Bangphli, Sumut Prakarn 10540, THAILAND

Telephone: +66 (0) 2137-6200 Mobile: +66 (0) 8 9519-1285

Facsimile: +66 (0) 2137-6940

E-mail: [email protected]

11.2 THAI will respond to the enquirer only. There will be no further copy to any other Bidders.

11.3 Any contact or enquiry to any person other than the above address will not be accepted or responded.

12. Obligations: By entering into the Bid, the Bidder agrees and accepts that all the terms and

conditions in this TOR and in all Exhibits being attached to the Invitation Letter are fully

understood and accepted.

Any refusal or additional conditions must be addressed and made known to THAI in writing

at the time of submission of the Proposal in the Form of Proposal.

Bidder agrees to hold harmless THAI for any claim against liability by entering into the Bid.

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EXHIBIT 2-1

AIRCRAFT SPECIFICATION AND ADDITIONAL INFORMATION

E2-1 AIRCRAFT SPECIFICATION AND ADDITIONAL INFORMATION / B747-400BCF/ HS-TGH / 07 SEP 15 1 of 4

Aircraft Specification

Registration HS-TGH Total Flight hours 104297

Serial Number 24458 Total Flight Cycle 16598

Effective Date 31AUG2015 Aircraft Identification:

Aircraft Model B747-400SF Current Operator THAI AIRWAYS INTERNATIONAL PUBLIC

Engine Type CF6-80C2B1F Country of Registration Thailand

Manufacturing Delivery Date 22FEB1990 A/C Current Status Stored since 31 March 2015

Operating Limitation:

Maximum Take Off Weight (MTOW) 868175 lbs. 394625 kg.

Maximum Landing Weight (MLW) 650632 lbs. 295742 kg.

Maximum Zero Fuel Weight (MZFW) 609314 lbs. 276961 kg. Operating Empty Weight (OEW) 364100 lbs 165500 kg.

Maximum Fuel Capacity 358732 lbs. 163060 kg. Maximum Operating Altitude 45000 ft. 13720 m. Engine Thrust 57800 lbs. 26273 kg. Engine and APU Status:

Engine No. 1 Engine No. 2 Engine No. 3 Engine No. 4 APU

Serial Number 702239 704797 704308 706305 PCE-900637

Installed Date 30JUL2015 05MAY2015 21APR2015 03MAY2015 05OCT2014

Total Time Since New 102858 69398 81548 60904 13399

Total Cycle Since New 16506 10263 12593 9444 14979

Hours Since Last Perf. Resto. 21891 4974 4226 20699 73

Cycle Since Last Perf. Resto. 3391 753 611 3454 75

Cycle To LLP Limiter 275 292 366 345 15021

Remark 1 kg. = 2.2 lbs.

1 m. = 3.28 ft. Technical Reliability Division (BKKTE-R) Issued Date: 31AUG2015

EXHIBIT 2-1




Registration HS-TGH Total Flight hours 104297


Effective Date 31AUG2015

Landing Gear Status:

NLG LH BLG RH BLG LH WLG RH WLG

Serial Number R2002-31823 R2002-31825 R2002-31827 R2002-31830 R2002-31832

Cycle Between Overhauls - - - - -

Time Between Overhauls 10 YEARS 10 YEARS 10 YEARS 10 YEARS 10 YEARS

Cycle Since Overhaul - - - - -

Cycle To Next Overhaul - - - - -

Last Overhaul Date 15APR2012 15APR2012 15APR2012 15APR2012 15APR2012

Next Overhaul Date 13APR2022 13APR2022 13APR2022 13APR2022 13APR2022

Maintenance Program:

FH/FC Years Light Maintenance 1,000 -

Heavy Maintenance - 24

Structure Inspection - 84

Schedule Maintenance:

Schedule Interval Last Accomplished FH/FC Next Schedule Next Due

A09-CHECK 03JAN2015 103797 A10-CHECK 11JAN2017

C18-CHECK 28MAR2014 101990 C19-CHECK 27MAR2016

D4+C18-CHECK 28MAR2014 101990 D05-CHECK 26MAR2020

Seating Configuration:

Type (Class) Quantity Manufacturer Model

Royal First Class - - -

Royal Executive Class 8 RECARO SEAT 4210 609

Premium Class - - -

Economy Class - - -

Total 8 - - Technical Reliability Division (BKKTE-R) Issued Date: 31AUG2015

EXHIBIT 2-1



Additional Information

1. Condition of Aircraft:

1.1 Used Aircraft offered for sale are all to be delivered to the selected Bidder on an As-Is, Where-Is condition. Only long term storage maintenance package was

performed after the Aircraft has been grounded.

1.2 If the Bidder requires any maintenance or activities including overdue maintenance to be performed by THAI, such is subject to charge separately under mutually agreed terms and

conditions.

1.3 Ref. TII-MO-1104179 dated March 31, 2011, the B747-400SF aircraft, HS-TGH, MSN 24458 / RT691 has been converted to B747-400BCF by BOEING (TAIKOO (XIAMEN)

AIRCRAFT ENGINEERING CO., LTD.) and redelivery since March, 2012.

2. General Information:

2.1 During aircraft operation, the Used Aircraft has been maintained in accordance with THAIs maintenance program as approved by the Department of Civil Aviation of the

Ministry of Transport of the Kingdom of Thailand (Thai DCA).

2.2 All installed equipment, components and systems functioning have been maintained in accordance with applicable THAIs Minimum Equipment List as approved by Thai DCA

as well as Aircraft Maintenance Manual and Component Maintenance Manuals as related.

2.3 All engines and Auxiliary Power Unit (APU) installed thereon are in a serviceable condition and be in the modification level as described in the history/data provided, see

details in the table above.

2.4 Landing gears installed thereon are in an As-Is, Where-Is condition and be in the modification level as described in the history/data provided, see details in the Aircraft

Inspection above.

2.5 All Airworthiness Directives (ADs) and Service Bulletins (SBs) are as per stated in given documents at the time of Document Review scheduled in the Timeline. ADs and SBs have

not been performed since aircraft parking.

2.6 THAI has obtained a certain waiver or deviation from Thai DCA and/or regulatory authority regarding compliance with some mandatory orders, directives. Details of which

can be requested from THAI.

2.7 Engine borescope inspection report will be available on the www.thaiaircrafttrading.com website. Video borescope inspection will be provided prior to the scheduled submission of

the Proposal as per request during aircraft inspection. Any additional borescope required by the interested Bidder shall be raised for consideration at the time of submitting a

Proposal. Such requirement shall be performed after execution of the UAPA with

additional cost to be responsible by the awarded Bidder.

2.8 There will be no borescope inspection on APU.

EXHIBIT 2-1



3. Delivery and Acceptance:

3.1 Point of Delivery: Don Mueang (DMK) or Suvarnabhumi (BKK) or U-Tapao (UTP) International Airport as aircraft currently located

3.2 Documentation: Export Certificate of Airworthiness if requested by the awarded Bidder will be handled by THAI. The requirement to be addressed in a Form

of Proposal. Any other necessary paper for the export of the sold Used

Aircraft will be responsible by the awarded Bidder.

3.3 Ferry Flight: Ferry Flight will be handled by THAI if requested. The requirement to be addressed in a Form of Proposal. THAI will provide necessary

support for a ferry flight depending on the condition of the aircraft as

requested. However, the total responsibility and liability will be of the

Buyer. The service will be subject to the possibility and availability of

THAIs resource. A quotation will be made and agreed upon prior to

the execution of UAPA.

4. Awareness:

If there are no queries or questions during the inspection of the Used Aircraft and

Document Review, it is considered that the interested Bidder agrees to accept the Aircraft

and Documents as per the conditions, format and information given by the time of such

inspection and review.

5. Information of Estimation of Cost for Optional Maintenance Requirement:

For information only, actual cost will be subject to further negotiation.

A/C Type Registration Maintenance Type - Status Maintenance

Requirement

Estimated

Cost/USD

B747-400BCF HS-TGH AD Note - Overdue Complete AD Note until

end of Q1/2016 by TG TBA

EXHIBIT 2-2


E2-2 AIRCRAFT SPECIFICATION AND ADDITIONAL INFORMATION / B747-400BCF HS-TGJ / 07 SEP 15 1 of 4


Registration HS-TGJ Total Flight hours 100853


Effective Date 31AUG2015 Aircraft Identification:

Aircraft Model B747-400SF Current Operator THAI AIRWAYS INTERNATIONAL PUBLIC

Engine Type CF6-80C2B1F Country of Registration Thailand

Manufacturing Delivery Date 22MAR1990 A/C Current Status Stored since 31 March 2015

Operating Limitation:

Maximum Take Off Weight (MTOW)

Maximum Take Off Weight (MTOW) 868175 lbs. 394625 kg.

Maximum Landing Weight (MLW) 650632 lbs. 295742 kg.

Maximum Zero Fuel Weight (MZFW) 608720 lbs. 276691 kg. Operating Empty Weight (OEW) 364100 lbs 165500 kg.

Maximum Fuel Capacity 358732 lbs. 163060 kg. Maximum Operating Altitude 45000 ft. 13720 m. Engine Thrust 57800 lbs. 26273 kg. Engine and APU Status:

Engine No. 1 Engine No. 2 Engine No. 3 Engine No. 4 APU

Serial Number 704442 702960 702788 704441 PCE-900643

Installed Date 04MAY2015 06MAY2015 05APR2012 21NOV2011 22APR2015

Total Time Since New 74948 89695 90446 68112 11779

Total Cycle Since New 11632 14549 14020 10373 11763

Hours Since Last Perf. Resto. 20671 17548 5792 13549 4928

Cycle Since Last Perf. Resto. 3609 3066 824 1917 5300

Cycle To LLP Limiter 421 735 3226 455 18237

Remark 1 kg. = 2.2 lbs. 1 m. = 3.28 ft.

Technical Reliability Division (BKKTE-R) Issued Date: 31AUG2015

EXHIBIT 2-2




Registration HS-TGJ Total Flight hours 100853


Effective Date 31AUG2015

Landing Gear Status:

NLG LH BLG RH BLG LH WLG RH WLG

Serial Number 0231 BFG5063 2497 5778 BFG-3048

Cycle Between Overhauls - - - - -

Time Between Overhauls 10 YEARS 10 YEARS 10 YEARS 10 YEARS 10 YEARS

Cycle Since Overhaul - - - - -

Cycle To Next Overhaul - - - - -

Last Overhaul Date 15MAR2012 15MAR2012 15MAR2012 15MAR2012 15MAR2012

Next Overhaul Date 13MAR2022 13MAR2022 13MAR2022 13MAR2022 13MAR2022

Maintenance Program:

FH/FC Years Light Maintenance 1,000 -

Heavy Maintenance - 24

Structure Inspection - 84

Schedule Maintenance:

Schedule Interval Last Accomplished FH/FC Next Schedule Next Due

A12-CHECK 16OCT2014 100102 A01-CHECK 05MAY2016

C18-CHECK 17JUN2014 99303 C19-CHECK 16JUN2016

D04+C18-CHECK 17JUN2014 99303 D05-CHECK 15JUN2020

Seating Configuration:

Type (Class) Quantity Manufacturer Model

Royal First Class - - -

Royal Executive Class 8 RECARO SEAT 4210 609

Premium Class - - -

Economy Class - - -

Total 8 - - Technical Reliability Division (BKKTE-R) Issued Date: 31AUG2015

EXHIBIT 2-2



Additional Information

1. Condition of Aircraft:

1.1 Used Aircraft offered for sale are all to be delivered to the selected Bidder on an As-Is, Where-Is condition. Only long term storage maintenance package was

performed after the Aircraft has been grounded.

1.2 If the Bidder requires any maintenance or activities including overdue maintenance to be performed by THAI, such is subject to charge separately under mutually agreed terms and

conditions.

1.3 Ref. TII-MO-1104179 dated March 31, 2011, the B747-400SF aircraft, HS-TGJ, MSN 24459 / RT692 has been converted to B747-400BCF by BOEING (TAIKOO (XIAMEN)

AIRCRAFT ENGINEERING CO., LTD.) and redelivery since April, 2012.

2. General Information:

2.1 During aircraft operation, the Used Aircraft has been maintained in accordance with THAIs maintenance program as approved by the Department of Civil Aviation of the

Ministry of Transport of the Kingdom of Thailand (Thai DCA).

2.2 All installed equipment, components and systems functioning have been maintained in accordance with applicable THAIs Minimum Equipment List as approved by Thai DCA

as well as Aircraft Maintenance Manual and Component Maintenance Manuals as related.

2.3 All engines and Auxiliary Power Unit (APU) installed thereon are in a serviceable condition and be in the modification level as described in the history/data provided, see

details in the table above.

2.4 Landing gears installed thereon are in an As-Is, Where-Is condition and be in the modification level as described in the history/data provided, see details in the Aircraft

Inspection above.

2.5 All Airworthiness Directives (ADs) and Service Bulletins (SBs) are as per stated in given documents at the time of Document Review scheduled in the Timeline. ADs and SBs have

not been performed since aircraft parking.

2.6 THAI has obtained a certain waiver or deviation from Thai DCA and/or regulatory authority regarding compliance with some mandatory orders, directives. Details of which

can be requested from THAI.

2.7 Engine borescope inspection report will be available on the www.thaiaircrafttrading.com website. Video borescope inspection will be provided prior to the scheduled submission of

the Proposal as per request during aircraft inspection. Any additional borescope required by the interested Bidder shall be raised for consideration at the time of submitting a

Proposal. Such requirement shall be performed after execution of the UAPA with

additional cost to be responsible by the awarded Bidder.

2.8 There will be no borescope inspection on APU.

EXHIBIT 2-2



3. Delivery and Acceptance:

3.1 Point of Delivery: Don Mueang (DMK) or Suvarnabhumi (BKK) or U-Tapao (UTP) International Airport as aircraft currently located

3.2 Documentation: Export Certificate of Airworthiness if requested by the awarded Bidder will be handled by THAI. The requirement to be addressed in a Form

of Proposal. Any other necessary paper for the export of the sold Used

Aircraft will be responsible by the awarded Bidder.

3.3 Ferry Flight: Ferry Flight will be handled by THAI if requested. The requirement to be addressed in a Form of Proposal. THAI will provide necessary

support for a ferry flight depending on the condition of the aircraft as

requested. However, the total responsibility and liability will be of the

Buyer. The service will be subject to the possibility and availability of

THAIs resource. A quotation will be made and agreed upon prior to

the execution of UAPA.

4. Awareness:

If there are no queries or questions during the inspection of the Used Aircraft and

Document Review, it is considered that the interested Bidder agrees to accept the Aircraft

and Documents as per the conditions, format and information given by the time of such

inspection and review.

5. Information of Estimation of Cost for Optional Maintenance Requirement:

For information only, actual cost will be subject to further negotiation.

A/C Type Registration Maintenance Type - Status Maintenance

Requirement

Estimated

Cost/USD

B747-400BCF HS-TGJ AD Note - Overdue Complete AD Note until

end of Q1/2016 by TG TBA

EXHIBIT 3 To be completed and signed by Bidder

E3 NON-DISCLOSURE AGREEMENT / B747-400BCF HS-TGH, -TGJ / 07 SEP 15 1 of 3

Date __________________

THAI AIRWAYS INTERNATIONAL PUBLIC COMPANY LIMITED 89 Vibhavadi Rangsit Road Jompol, Chatujak Bangkok 10900 THAILAND

NON-DISCLOSURE AGREEMENT (NDA)

Ladies and Gentlemen:

In connection with the potential sale of 2 (two) Boeing B747-400BCF THAI aircraft registration, HS-TGH and HS-TGJ and bearing aircraft Manufacturer's Serial Number (MSN) 24458 and 24459 respectively ("Aircraft"), Thai Airways International Public Company Limited ("THAI") having its registered office at 89 Vibhavadi Rangsit Road, Bangkok 10900, Thailand will be providing to ________________________ (the "Bidder") having its registered office at ______________________________________________ for review, after the date hereof, certain confidential technical information or any other information regarding the Aircraft (such information, whether in written or electronic form, if marked "Confidential", collectively, the "Confidential Information").

The term "Confidential Information" will also include all summaries prepared by the Bidder containing or based in whole or in part on any other Confidential Information. The term "Confidential Information" does not include information which (i) is or becomes generally available to the public other than as a result of a breach by the Bidder of this agreement ("Agreement"), (ii) was in the possession of, or known to, the Bidder or any of its directors, members, managers, officers, employees, agents, affiliates, consultants or representatives (collectively, "Representatives") prior to its disclosure to the Bidder by THAI, (iii) becomes known or available to the Bidder or any of its Representatives from a source other than THAI, provided, however, that such source is not known by the Bidder to be bound by a confidentiality obligation to THAI with respect to such information, (iv) is independently acquired or developed by the Bidder or its Representatives without the use of any Confidential Information, (v) is not marked "Confidential", or (vi) is required by law, regulation, government authority or court order to be disclosed but only for the purpose of such disclosure and to the extent so required to be disclosed (as contemplated below in this Agreement).

The Bidder shall keep confidential the Confidential Information, and shall not, except as hereinafter provided, disclose such information without Thai Airway's prior written consent. THAI agrees that the Confidential Information may be used by the Bidder (directly or through its Representatives) for the purposes of evaluating the Aircraft for the possible purchase by the Bidder (or its affiliate) and marketing the Aircraft to potential purchasers of the Aircraft (such purposes, collectively, the "Purposes"); the Bidder agrees it will use the Confidential Information only for the Purposes.



THAI agrees that the Bidder and its Representatives may disclose some or all of the Confidential Information without THAI' consent: (i) to those of the Bidders Representatives and professional advisors who need to know such information for or in connection with the Purposes, and (ii) if the Bidder or any of its representative(s) is requested or required by applicable law, regulation or court order (including, without limitation, by deposition, interrogatories, requests for information or documents in legal proceedings, subpoena, civil investigative demand or other similar process) to disclose any of the Confidential Information.

It is understood and agreed that no failure or delay by THAI in exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any right, power or privilege hereunder. The Bidder acknowledges any breach of this Agreement may cause THAI to suffer irreparable harm, and that money damages may not be an adequate remedy for such breach. Also, it is agreed that THAI shall be entitled to equitable relief, including, without limitation, injunction and specific performance, without bond or other security being required, in the event of any breach of the provisions of this Agreement.

The terms and conditions of this Agreement shall automatically terminate on the later of the date which is one (1) year following the date first set forth above, or (ii) the date the Bidder (or its affiliate) executes a purchase agreement relating to the purchase of the Aircraft.

This Agreement (i) shall be governed by and construed in accordance with the laws of England. In case of dispute arising out of this Agreement, both parties shall agree to submit the case to the competent court of Jurisdiction in England, and (ii) may be executed in one or more counterparts, all of which together shall constitute one and the same agreement. Delivery of an executed counterpart of this Agreement by facsimile or e-mail will be deemed as effective as delivery of an originally executed counterpart. Any party delivering an executed counterpart of this Agreement by facsimile or e-mail will also deliver an originally executed counterpart, but the failure of any party to so deliver an originally executed counterpart will not affect the validity or effectiveness of this Agreement.

In witness thereof, both parties have executed this Agreement.

Very truly yours,

For and on behalf of Bidder

By: _____________________________

Name: ______________________________

Title: _______________________________



Acknowledged and agreed to as of the date first above written by:

For and on behalf of

THAI AIRWAYS INTERNATIONAL PUBLIC COMPANY LIMITED

By: Flg. Off. ___________________________

(Chalermpon Intarawong) Executive Vice President, Technical Department

EXHIBIT 4

NOTIFICATION OF NATIONAL ANTI-CORRUPTION COMMISSION

E4 Notification of National Anti-Corruption Commission / B747-400BCF HS-TGH, -TGJ / 07 SEP 15 1 of 1

By entering into a Bid Program for the purchase of 2 (two) Boeing B747-400BCF Used Aircraft subject to an Invitation letter received from Thai Airways International Public Company Limited (THAI), the Bidder agrees to the following Notifications.

A Bidder will comply with the Notification of National Anti-Corruption Commission Concerning Principles and Methods of Preparing Revenue and Expense Accounts of Project between Individual/Company and Government Agencies B.E. 2554 (A.D.2011), the amendment (No. 2) B.E. 2554 (A.D.2011), the amendment (No. 3) B.E. 2555 (A.D.2012), the amendment (No. 4) B.E. 2556 (A.D.2013) and the amendment (No. 5) B.E. 2557 (A.D.2014) as defined below.

A Bidder must not be on the blacklist for non-submission or deliberate/intentional incorrect and/or uncompleted declaration of an essential part of the Revenue and Expense Accounts to the Revenue Department pursuant to the Notification of National Anti-Corruption Commission Concerning Principles and Methods of Preparing Revenue and Expense Accounts of Project between Individual/Company and Government Agencies B.E. 2554 (A.D.2011), the amendment (No. 2) B.E. 2554 (A.D.2011), the amendment (No. 3) B.E. 2555 (A.D.2012), the amendment (No. 4) B.E. 2556 (A.D.2013) and the amendment (No. 5) B.E. 2557 (A.D.2014) unless such person or juristic person has declared that it has submitted the Revenue and Expense Accounts or re-submitted the revised accounts, and it has been removed from aforementioned blacklist.

The awarded Bidder with the total contract value exceeding Baht 2,000,000.00 has to receive and make payments for the project fee via a bank account. If the value of each receipt or payment does not exceed Baht 30,000.00, the receipts or payments shall be made in cash. The Bidder is required to prepare and submit the Revenue and Expense Accounts to the Revenue Department and perform any obligations pursuant to the Notification of National Anti-Corruption Commission Concerning Principles and Methods of Preparing Revenue and Expense Accounts of Project between Individual/Company and Government Agencies B.E. 2554 (A.D.2011), the amendment (No. 2) B.E. 2554 (A.D.2011), the amendment (No. 3) B.E. 2555 (A.D.2012), the amendment (No. 4) B.E. 2556 (A.D.2013) and the amendment (No. 5) B.E. 2557 (A.D.2014). In each calendar year or fiscal year, the Bidder shall separate and prepare one revenue and expense account per one project. In addition, all supporting documents shall be kept for at least five years from the end of contract, or until the completion of an investigation or examination of the National Anti-Corruption Commission as per details provided in the following website, www.nacc.go.th.

THAI is entitled to terminate the Used Aircraft Purchase Agreement that THAI has with such a person or juristic person, being named in the blacklist for non-submission or deliberate/intentional incorrect and/or uncompleted declaration of an essential part of the Revenue and Expense Accounts pursuant to the Notification of National Anti-Corruption Commission Concerning Principles and Methods of Preparing Revenue and Expense Accounts of Project between Individual/ Company and Government Agencies B.E. 2554 (A.D.2011), the amendment (No. 2) 2554 (A.D.2011), the amendment (No. 2) B.E. 2554 (A.D.2011), the amendment (No. 3) B.E. 2555 (A.D.2012), the amendment (No. 4) B.E. 2556 (A.D.2013) and the amendment (No. 5) B.E. 2557 (A.D.2014) unless such person or juristic person has declared that it has submitted the Revenue and Expense Accounts or re-submitted the revised accounts or it has been removed from aforementioned blacklist.

EXHIBIT 5

MEMORANDUM OF UNDERSTANDING

E5 MEMORANDUM OF UNDERSTANDING / B747-400BCF HS-TGH, -TGJ / 07 SEP 15 1 of 12

-DRAFT FOR INFORMATION ONLY, DO NOT FILL IN ANY BLANK-

THIS MEMORANDUM OF UNDERSTANDING (MOU) is made this xx day of _______, 2015.

BETWEEN:

A. THAI AIRWAYS INTERNATIONAL PUBLIC COMPANY LIMITED, a public limited company organized and existing under the laws of Thailand, with its registered office at 89 Vibhavadi Rangsit Road, Bangkok 10900, Thailand (hereinafter referred to as SELLER); and

B. , a company organized and existing under the laws of , with its registered office at (hereinafter referred to as BUYER);

(hereinafter collectively referred to as the Parties each a Party).

WHEREAS:

1. SELLER is the owner of 2 (two) Boeing B747-400BCF Used Aircraft (as hereinafter defined);

2. SELLER invited interested parties for the bid to purchase the Used Aircraft and BUYER was interested in purchasing and submitted to SELLER a Proposal dated ________, 2015 which was accepted by SELLER; and

3. SELLER is willing to sell the Used Aircraft and BUYER is willing to purchase the Used Aircraft on the basis of and in accordance with the terms and conditions of this MOU.

IT IS HEREBY AGREED AS FOLLOWS:

1. USED AIRCRAFT

The term Used Aircraft means and includes all or any or each, as the context may require, of the Used Aircraft specified hereunder:

(i) the 2 (two) Boeing B747-400BCF Used Aircraft with SELLER aircraft registration, HS-TGH, and HS-TGJ and bearing Manufacturers Serial Number (MSN) 24458 and 24459 respectively

(ii) the 4 (four) GE CF6-80C2 B1F engines equipped with each of the Used Aircraft (Engines) at the Delivery Date (as hereinafter defined);

(iii) all equipment, accessories, parts and other properties installed on the Used Aircraft accordingly to aircraft component list (Parts) and;

(iv) the manuals, records, logs, technical data and other materials and documents relating to the Used Aircraft as maintained by SELLER (Aircraft Documentation).

EXHIBIT 5




2. PURCHASE PRICE

The purchase price (Purchase Price) of each Used Aircraft is set out as follows:

Registration MSN Purchase Price (United States Dollars)

HS-TGH HS-TGJ

24458 24459

USD__________________ USD__________________

The total purchase price for the Used Aircraft is USD _____________________________ ( United States Dollars) (Total Purchase Price).

3. TERMS OF PAYMENT

3.1 Payment of the Total Purchase Price for the Used Aircraft shall be as follows:

3.1.1 Within 5 (five) Business Days upon the execution of this MOU, BUYER shall pay the Deposit to SELLER at 20 percent (twenty percent) of the Total Purchase Price, as specified in the Proposal equal to an amount of USD ( United States Dollars). The Deposit shall be made separately per each Used Aircraft equal to an amount of USD ( United States Dollars), which shall serve as a deposit for the purchase of each Used Aircraft (Deposit). Upon receipt of the total amount of the Deposit in SELLERs account, SELLER shall return the Bid Bond to BUYER.

3.1.2 The remaining balance of the Purchase Price will be paid by BUYER prior to or immediately prior to the delivery and the Transfer of Title (ToT) of the Used Aircraft.

3.1.3 Payment shall be described as below:

Registration MSN Deposit 20% of Purchase Price (United States Dollars)

Balance Payment at ToT/Delivery

(United States Dollars) HS-TGH

HS-TGJ

24458 24459

USD_____________

USD_____________

USD_____________

USD_____________

3.1.4 BUYER agrees and accepts that prior to Delivery of each Used Aircraft payment of

the Deposit and payment of the remaining balance shall be made in full without any deduction or withholding (whether in respect of set-off, counterclaim, duties, taxes,

Business Day(s) means a Day(s), other than a Saturday and Sunday which banks are open for business in Bangkok and Singapore.

EXHIBIT 5




charges or otherwise whatsoever and howsoever arising) by telegraphic transfer in cleared and immediately available funds to the bank account of SELLER. If not, otherwise stated by SELLER in writing, the details of bank account are as follows:

BANK NAME: CITIBANK, N.A. / SINGAPORE BRANCH BANK ADDRESS: 8 MARINA VIEW # 16-01

ASIASQUARE TOWER 1 SINGAPORE 018960

ACCOUNT No.: 0-010964-032 ACCOUNT NAME: THAI AIRWAYS INTERNATIONAL PUBLIC

COMPANY LIMITED TELEX: RS 24584 CITIBANK SIN SWIFT CODE: CITISGSG PHONE: (65) 6224-2622 FACSIMILE: (65) 6657-5775

3.1.5 All bank charges, expenses and any other administrative costs arising in relation to the telegraphic transfer shall be borne by BUYER.

3.2 If BUYER elects to pay the Deposit and the remaining balance in Thai Baht, SELLER may agree to accept such payment at SELLERs discretion. If SELLER, however, accepts the payment in Thai Baht, the rate of exchange for calculation shall be the Average Interbank Selling Rate of the Bank of Thailand two (2) Days prior to the date of payment.

3.3 Notwithstanding anything in this MOU to the contrary, SELLER shall be under no obligation whatsoever and howsoever to comply with any obligations under this MOU until the Deposit has been transferred in full in accordance with Clause 3.1.1, to the bank account of SELLER specified in Clause 3.1.4 hereof. Additionally, SELLER shall be under no obligation whatsoever and howsoever to deliver or transfer title to the Used Aircraft to BUYER until the Payment of the remaining balance for the Used Aircraft has been transferred in full in accordance with Clauses 3.1.2, 3.1.3 and 3.1.5, to the bank account of SELLER as specified in Clause 3.1.4.

3.4 The payment in full by BUYER of all payments due and payable pursuant to this MOU and the Used Aircraft Purchase Agreements (as hereinafter defined), shall be made on their respective due dates and the timely payment thereof shall be of the essence. BUYER shall not be entitled to seek any extension of time or enlargement of the period specified for the respective payments for any reason whatsoever.

EXHIBIT 5




4. COMPLETION

SELLER and BUYER shall, within 10 (ten) Business Days after the execution of this MOU use their best efforts in good faith to duly execute and enter into a definitive used aircraft purchase agreement for each Used Aircraft for the sale by SELLER and purchase by BUYER of such Used Aircraft (collectively the Used Aircraft Purchase Agreement or UAPA). Such UAPA shall be substantially based upon the provisions of this MOU and shall not significantly vary the terms and conditions of this MOU, including without limitation the conditions specified in Clause 6. For the avoidance of doubt, it is agreed that any amendments or revisions to the delivery condition of the Used Aircraft as set out in Clause 6 hereof shall only be considered if in SELLERs sole discretion, such amendments or revisions are (a) minor; (b) for the purpose of clarification only; (c) do not in any way change or alter the value, status or utility of the Used Aircraft, Engines or Parts, and (d) do not materially increase SELLERs costs, duties or obligations with respect thereto.

5. DELIVERY

5.1 After receiving a Deposit from BUYER, SELLER will be prepared for delivery of the Used Aircraft. The date of delivery will be notified to BUYER at least 7 (seven) Days in advance in order that BUYER shall be properly prepared for payment of the remaining balance of the Purchase Price and the acceptance of the Used Aircraft accordingly.

5.2 If not otherwise stated in writing by SELLER, SELLER will deliver the Used Aircraft and BUYER will accept the Used Aircraft within 30 (thirty) Days after execution of the UAPA (Delivery Date).

5.3 The delivery of the Used Aircraft and transfer of title thereto shall take place at the used aircraft parking location, SELLERs facility at Don Mueang (DMK) or Suvarnabhumi (BKK) or U-Tapao (UTP) International Airport as is mutually agreed upon in writing by the Parties (Delivery Location).

5.4 At the Delivery Location, SELLER shall deliver the Used Aircraft and transfer title thereto to BUYER under the terms and conditions of the UAPA in the condition specified in Clause 6 hereof, which delivery shall be evidenced by a bill of sale.

5.5 At the Delivery Location, BUYER shall accept delivery of the Used Aircraft and title thereto from SELLER under the terms and conditions of the UAPA in the condition specified in Clause 6 hereof, which acceptance shall be evidenced by a certificate of acceptance.

5.6 Title and risk of loss to each Used Aircraft shall pass from SELLER to BUYER upon receipt by SELLER of all Payments for each Used Aircraft and delivery of such Used Aircraft to BUYER as specified in Clause 5.4 and Clause 5.5 hereof, at which time SELLER will convey good title to the Used Aircraft free and clear of all liens and encumbrances.

EXHIBIT 5




5.7 In the event that this MOU is terminated for any reason whatsoever, BUYER shall have no right or any vested interest of whatsoever nature and howsoever arising to claim title, ownership or lien of or to the Used Aircraft or any part thereof. Until such time as legal title to each Used Aircraft has been transferred to BUYER, SELLER shall have authority to retain and/or operate all or any part thereof.

6. CONDITION OF THE USED AIRCRAFT

The Used Aircraft will be delivered in As-Is, Where-Is conditions according to Terms of Reference (Exhibit 1) and Aircraft Specification and Additional Information (Exhibit 2-1 and 2-2) being attached to the Invitation Letter.

BUYER may request for any services in order to upgrade or adjust or modify the Used Aircraft purchased. The provision of such services will be subject to mutual agreement with a separate charge under agreed terms and conditions as quoted by SELLER.

Not earlier than 14 (fourteen) Days and not later than 10 (ten) Days prior to the Delivery Date for the Used Aircraft, on a date specified by SELLER, BUYER shall commence an inspection of the Used Aircraft for technical acceptance at the location of parking. The inspection will be performed in accordance with the Aircraft Maintenance Manual (AMM). In case of any defect or deficiency found inconsistent with the specification and data given by SELLER, SELLER agrees to perform corrections and adjustments. Maintenance manuals/written instructions from manufacturer as related will be as reference. Time consumed for the correction(s) of any defects or deficiencies including but not limited to the time period for repaired and/or replacement of unserviceable component(s)/part(s) and inspection shall not consider being any causes of delayed delivery of the Used Aircraft. The parties will mutually consider in good faith to conclude and specify the delivery date for the Used Aircraft accordingly.

7. WARRANTIES; DISCLAIMER AND RELEASE; INDEMNITIES

7.1 SELLER shall for the Used Aircraft assign to BUYER with effect from the Transfer of Title (ToT) of such Used Aircraft to BUYER all applicable manufacturers, suppliers, repairers and maintenance contractors warranties which have been given or assigned to SELLER or to the benefit of which SELLER is otherwise entitled, to the extent that such are existing in respect of such Used Aircraft or any part thereof and which are capable of being assigned, upon the transfer of title of such Used Aircraft to BUYER.

EXHIBIT 5




7.2 Except as otherwise provided in Clause 6 hereof, the Used Aircraft, related Documentation and/or other items delivered by SELLER to BUYER under the UAPA are sold to BUYER on an As-Is, Where-Is basis and the warranty of title set forth in Clause 5.6 hereof is exclusive of and in substitution for, and BUYER hereby waives, releases and renounces: (i) any and all other warranties, obligations and liabilities of SELLER, express or implied, arising by law or otherwise, with respect to the Used Aircraft, related Documentation and/or other items delivered by SELLER to BUYER under the UAPA; and (ii) any and all rights, claims and remedies of BUYER against SELLER, express or implied, arising by law or otherwise, with respect to any nonconformance or defect in any Used Aircraft, related Documentation and/or any other items delivered by SELLER to BUYER under the UAPA, and with respect to any other matter arising under or by virtue of the UAPA.

7.3 Upon and subsequent to delivery of the Used Aircraft and at all times thereafter, as the case may be, BUYER agrees to assume liability for, defend, pay and indemnify, and hold harmless SELLER and SELLERs successors and assigns, subsidiaries, affiliates, agents, directors, officers and employees (SELLER Indemnitees) from and against any and all claims, liabilities, suits, damages, losses, judgments, penalties, fines, or indemnity payments of whatsoever kind and nature, including costs and expenses incident thereto, which may be asserted against, suffered by, charged to or recoverable from the SELLER Indemnitees by reason of injury to or death of any person, or loss of or damage to any property of any person, party or entity, arising out of or in any way connected with BUYERs ownership, possession, use, maintenance, repair, sale, lease, license, transfer or any grant of physical control or custody to any person, party or entity of the Used Aircraft, Used Aircraft Documentation and/or any other items delivered by SELLER to BUYER under the UAPA, whether or not arising in tort or occasioned in whole or in part by the fault or negligence of the SELLER Indemnitees.

8. RESTRICTIVE COVENANT

8.1 BUYER hereby represents, warrants, and undertakes not to sell, lease, license or grant physical control or custody of the Used Aircraft, Engines, Parts, Used Aircraft Documentation and/or any other items delivered by SELLER to BUYER under the UAPA, in violation of any import/export or transfer of technology restrictions imposed by any laws and regulations by which SELLER is legally bound.

8.2 SELLER shall assume no liability whatsoever for any sale, lease, licensing or granting of physical control or custody of the Used Aircraft, Engines, Parts, Used Aircraft Documentation and/or any other items delivered by SELLER to BUYER under the UAPA, in violation of any import/export or transfer of technology restrictions imposed by any laws and regulations by which SELLER is legally bound, and BUYER hereby agrees to assume liability for, defend, pay and indemnify, and hold harmless SELLER from and against any breach of the negative covenant in Clause 8.1 hereof.

EXHIBIT 5




9. TERM AND TERMINATION

9.1 This MOU shall become effective and binding upon the date of execution hereof, and shall continue in full force and effect until terminated in accordance with the terms hereof or superseded by the UAPA.

9.2 This MOU may be terminated at any time by the mutual written agreement of SELLER and BUYER whereupon SELLER shall return the Deposit to BUYER without interest. If BUYER unilaterally terminates this MOU, SELLER shall have the right to keep the full amount of the Deposit.

9.3 In the event that the Parties fail to execute and enter into the UAPA within 10 (ten) Business Days after the execution of this MOU, this MOU shall terminate automatically and, if such failure to execute is attributable to a material default of this MOU by BUYER which is not cured by BUYER within 5 (five) calendar days after notification by SELLER, SELLER shall be entitled to keep the full amount of the Deposit at its own account and benefit.

9.4 If BUYER defaults pursuant to the provisions of Clause 3 and/or Clause 5.5 hereof, SELLER shall have the right to terminate this MOU or the UAPA subsequently signed, and SELLER shall be unconditionally and irrevocably entitled to keep the full amount of the Deposit for its own account and benefit.

9.5 If SELLER defaults pursuant to the provisions of Clause 5.4 hereof, BUYER shall have the right to terminate this MOU or the UAPA subsequently signed and SELLER shall return the Deposit to BUYER without interest.

9.6 If BUYER defaults pursuant to the provisions of Clause 5.5 hereof and this MOU or the UAPA subsequently signed has not been terminated by SELLER, SELLER shall be unconditionally and irrevocably entitled to keep the full amount of the Deposit for its own account and benefit. In addition to the above, BUYER agrees to reimburse or compensate SELLER of all costs and expenses for loss and/or damages incurred to SELLER for such late acceptance delivery of the Used Aircraft and/or late taking of the Used Aircraft by BUYER including but not limited to parking fee, maintenance costs, preservation costs, aircraft storage costs and/or other expenses.

9.7 Following the occurrence of an default of BUYER which is continuing under any of the other agreement(s) signed between SELLER and BUYER, in addition to all rights and remedies of SELLER elsewhere in the UAPA or under Law, SELLER may immediately or at any time thereafter, without notice to BUYER use, apply or retain the total amount of the Deposit in or towards the payment or discharge of any matured obligation owed by BUYER under the UAPA or any other Agreement(s), in such order as SELLER sees fit, and/or exercise any of the rights of set-off against all or part of the Deposit.

EXHIBIT 5




9.8 In case the Used Aircraft does not meet the conditions as agreed upon at the time of bidding process due to causes beyond SELLERs controls and/or the restoration of the Used Aircraft to the serviceable conditions is not viable for SELLER, SELLER reserves the right to terminate MOU and/or the UAPA subsequently signed with no liabilities. A Deposit will be returned to BUYER without interest.

10. EXPENSES AND TAXATION

10.1 Except as otherwise provided in this MOU and/or the UAPA, each Party hereto shall be responsible for and shall pay any costs and expenses incurred by such Party in connection with or as a consequence of any transaction pursuant hereto or contemplated by this MOU and/or the UAPA including but not limited to legal costs and expenses.

10.2 The Parties agree to use their best efforts to minimize any tax liability in respect of any transaction pursuant hereto or contemplated by this MOU and the UAPA. Each Party hereto shall be responsible for and shall pay all taxes, duties, levies, imposts, fees, assessments and charges of any nature, levied, imposed, assessed or charged by any governmental authority, agency or body imposed upon such Party in connection with or as a consequence of any transaction pursuant hereto or contemplated by this MOU and the UAPA. If BUYER is a SELLER national person, BUYER shall have to pay together with the Purchase Price the applicable value added tax.

10.3 BUYER irrevocably and unconditionally undertakes to physically export the Used Aircraft outside of SELLER and obtain customs clearance thereof within 30 (thirty) calendar days of the Delivery Date. In the event that BUYER fails to physically export any Used Aircraft outside of SELLER and obtain customs clearance thereof within 30 (thirty) calendar days of the Delivery Date, SELLER shall collect from BUYER and BUYER shall pay to SELLER immediately upon demand, value added tax in addition to the Purchase Price for such Used Aircraft, sufficient to discharge the value added tax liability arising as a result of the sale by SELLER and purchase by BUYER of such Used Aircraft. BUYER shall provide an indemnity in favor of SELLER in respect of such tax liability in the UAPA.

10.4 BUYER shall have to pay to SELLER prior to delivery of the Used Aircraft all additional costs and expenses incurred by SELLER arising from or in connection with the request by BUYER on the Used Aircraft which are not contemplated or beyond the scope under this MOU.

11. ASSIGNMENT

Neither the rights nor the obligations of any Party under this MOU or the UAPA may be assigned, novated, delegated or transferred in whole or in part without the prior written consent of the other Party.

EXHIBIT 5




12. GOVERNING LAW

This MOU, the Aircraft Purchase Agreements and all related documents delivered thereunder shall be governed by and interpreted in accordance with the laws of England. The Parties agree that the courts of England have non-exclusive jurisdiction to settle any dispute in connection with this MOU. If the BUYERs principal office is registered and situated in Thailand, the UAPA and all related documents delivered thereunder shall be governed by and interpreted in accordance with the laws of Thailand. The courts of Thailand shall have non exclusive jurisdiction to settle any dispute in connection with this MOU.

13. NOTICES

All notices and other communications hereunder shall be in writing and in the English language and shall be deemed to have been duly received: when delivered by courier or messenger during normal business hours of the recipient; or when sent, if transmitted by facsimile transmission (receipt confirmed) during normal business hours of the recipient, in each case addressed as follows:

If to SELLER: Thai Airways International Public Company Limited, 89 Vibhavadi Rangsit Road, Bangkok 10900, Thailand

Attention: Flg. Off. Suwatchai Suwanmaitree Director of Engineering Department (BKKTE) Technical Department Telephone: +66 (0) 2137-6200 Mobile: +66 (0) 8 9519-1285 Facsimile: +66 (0) 2137-6940 E-mail: [email protected]

If to BUYER: _________________________ _________________________ _________________________ _________________________ _________________________

Attention: ________________________ Telephone: _______________________ Mobile: __________________________ Facsimile: ________________________ E-mail: _________________________

EXHIBIT 5




14. USED AIRCRAFT PURCHASE AGREEMENTS (UAPA)

BUYER hereby agrees and acknowledges that the UAPA shall be based substantially upon the provisions of this MOU and unless expressly agreed to in writing by SELLER shall not be inconsistent with the provisions hereof. BUYER undertakes to use its best efforts in good faith to duly execute and enter into the UAPA within 10 (ten) Business Days after execution of the MOU.

15. BINDING MOU

It is the intention of the Parties and accordingly it is hereby agreed that this MOU shall be legally binding upon both SELLER and BUYER.

16. APPROVAL OF SELLING THE USED AIRCRAFT

SELLER is required by relevant rules and regulations to obtain approval from SELLER Board of Directors and from the Minister of the Ministry of Transportation for all transactions involving the buying or selling of any aircraft. BUYER hereby agrees and acknowledges that SELLER shall not be required to deliver the Used Aircraft until the final approval has been obtained. SELLER shall push its best efforts to obtain such approval.

17. COMPLIANCE WITH THE NOTIFICATION OF NATIONAL ANTI-CORRUPTION COMMISSION

BUYER covenants to SELLER that it will comply with the Notification of National Anti-Corruption Commission Concerning Principles and Methods of Preparing Revenue and Expense Accounts of Project between Individual/Company and Government Agencies B.E. 2554 (A.D.2011), the amendment (No. 2) B.E. 2554 (A.D.2011), the amendment (No. 3) B.E. 2555 (A.D.2012), the amendment (No. 4) B.E. 2556 (A.D.2013) and the amendment (No. 5) B.E. 2557 (A.D.2014), as set out below.

17.1 BUYER is not on the blacklist for non-submission or deliberate/intentional incorrect and/or uncompleted declaration of an essential part of the Revenue and Expense Accounts to the Revenue Department pursuant to the Notification of National Anti-Corruption Commission Concerning Principles and Methods of Preparing Revenue and Expense Accounts of Project between Individual/Company and Government Agencies B.E. 2554 (A.D.2011), the amendment (No. 2) B.E. 2554 (A.D.2011), the amendment (No. 3) B.E. 2555 (A.D.2012), the amendment (No. 4) B.E. 2556 (A.D.2013) and the amendment (No. 5) B.E. 2557 (A.D.2014) unless such person or juristic person has declared that it has submitted the Revenue and Expense Accounts or resubmitted the revised accounts, and it has been removed from aforementioned blacklist.

EXHIBIT 5




17.2 The receipts and payments with the total contract value exceeding Baht 2,000,000 for the project fee have to be made via a bank account. Unless the value of each receipt or payment not exceeds Baht 30,000, the receipts or payments can be made in cash. BUYER is required to prepare and submit the Revenue and Expense Accounts to the Revenue Department and perform any obligations pursuant to the Notification of National Anti-Corruption Commission Concerning Principles and Methods of Preparing Revenue and Expense Accounts of Project between Individual/Company and Government Agencies B.E. 2554 (A.D.2011), the amendment (No. 2) B.E. 2554 (A.D.2011), the amendment (No. 3) B.E. 2555 (A.D.2012), the amendment (No. 4) B.E. 2556 (A.D.2013) and the amendment (No. 5) B.E. 2557 (A.D.2014). In each calendar year or fiscal year, BUYER shall separate and prepare one revenue and expense account per one project. In addition, all supporting documents shall be kept for at least five years from the end of contract, or until the completion of an investigation or examination of the National Anti-Corruption Commission as per details provided in the following website, www.nacc.go.th.

SELLER is entitled to terminate this Agreement if SELLER finds that BUYER is named in the blacklist for non-submission or deliberate/intentional incorrect and/or uncompleted declaration of an essential part of the Revenue and Expense Accounts pursuant to the Notification of National Anti-Corruption Commission Concerning

Principles and Methods of Preparing Revenue and Expense Accounts of Project between Individual/Company and Government Agencies B.E. 2554 (A.D.2011), the amendment (No. 2) B.E. 2554 (A.D.2011), the amendment (No. 3) B.E. 2555 (A.D.2012), the amendment (No. 4) B.E. 2556 (A.D.2013) and the amendment (No. 5) B.E. 2557 (A.D.2014) unless BUYER has declared that it has submitted the Revenue and Expense Accounts or re-submitted the revised accounts or it has been removed from aforementioned blacklist.

EXHIBIT 5




IN WITNESS WHEREOF the Parties hereto hereby execute this MOU by their duly authorized representatives as of the day and year first herein written.

Signed for and on behalf of

SELLER, THAI AIRWAYS INTERNATIONAL PUBLIC COMPANY LIMTED

By: Flg. Off. ______________________________

(Chalermpon Intarawong) Executive Vice President, Technical Department

Witnessed: _____________________________

( )

Witnessed: _____________________________

( )

Signed for and on behalf of

BUYER

By: ___________________________________

( )

Witnessed: _____________________________

( )

Witnessed: _____________________________

( )

EXHIBIT 6-1

USED AIRCRAFT PURCHASE AGREEMENT (HS-TGH)

E6-1 USED AIRCRAFT PURCHASE AGREEMENT / B747-400BCF HS-TGH / 07 SEP 15 1 of 21

- DRAFT -

THIS USED AIRCRAFT PURCHASE AGREEMENT is made this __________, 2015 BY and BETWEEN:

(1) THAI AIRWAYS INTERNATIONAL PUBLIC COMPANY LIMITED, a public limited company organized and existing under the laws of Thailand, whose registered office is located at 89 Vibhavadi Rangsit Road, Bangkok 10900, Thailand (hereinafter referred to as Seller); and

(2) _____________, a company incorporated under the laws of _____________and having a place of business located at _______________ (hereinafter referred to as Buyer).

The Seller and the Buyer hereinafter collective referred to as the Parties or each a Party.

WHEREAS:

A. Seller is the owner of Boeing B747-400BCF with THAI aircraft registration, HS-TGH and bearing Manufacturers Serial Number 24458 being a used aircraft (Used Aircraft); and

B. Seller and Buyer have entered into that certain Memorandum of Understanding dated __________, 2015 (MOU) relating to the purchase by Buyer and the sale by Seller of the Used Aircraft; and

C. Seller as the owner of the Used Aircraft has the right to sell the Used Aircraft and Buyer has the right to purchase the Used Aircraft; and

D. Seller is willing to sell and Buyer desires to purchase the Used Aircraft on and subject to the terms and conditions set out in this Agreement.

IT IS HEREBY AGREED as follows:

1. DEFINITIONS AND INTERPRETATION

1.1 Definitions

In this Agreement (including the Recitals and Appendices), the following expressions shall have, except where the context otherwise requires, the respective meanings show opposite them:

Agreement or UAPA shall mean this Used Aircraft Purchase Agreement together with all Appendices hereto as originally executed and as varied, amended, supplemented or modified from time to time;

Aircraft shall mean the Used Aircraft including without limitation the Parts and the Aircraft Documentation but not including the remaining jet fuel on board;

EXHIBIT 6-1



- DRAFT -

Aircraft Documentation

shall mean aircraft documents as specified in Appendix C;

Business Day(s) shall mean a Day(s), other than a Saturday and Sunday which banks are open for business in Bangkok and Singapore;

Day(s) shall mean calendar day(s);

Default shall mean the material breach or non-compliance with any provision of this Agreement;

Delivery shall mean the delivery of the title to and possession of the Used Aircraft Package by Seller to Buyer at the Delivery Location in accordance with the provisions of this Agreement;

Delivery Date shall mean day of or the date on which Delivery takes place or another date which is rescheduled as a result of Force Majeure as contemplated by Clause 5.9, provided that such date (a) is not a Saturday or Sunday or other day on which banking institutions in Bangkok and Singapore, are authorized or required by Law to be closed and (b) is a Day on which the DCA is open for de-registration of the Used Aircraft upon Delivery by Seller to Buyer at the Delivery Location;

Delivery Location shall mean the aircraft facility at Don Mueang (DMK) or Suvarnabhumi (BKK) or U-Tapao (UTP) International Airport, Thailand;

DCA shall mean the Department of Civil Aviation of the Ministry of Transport of the Kingdom of Thailand and any successor thereto under the laws of the Kingdom of Thailand;

EASA shall mean the European Aviation Safety Agency;

Engines shall mean the engines installed on the Used Aircraft on the Delivery Date and which are identified in Clause 2.2.1 and Appendix A;

Eurocontrol shall mean the Central Route Charges Office of the Eurocontrol Organisation;

FAA means the Federal Aviation Administration of the United States;

Force Majeure shall mean acts of God or public enemy, civil war, insurrection or riots, fire, flood, explosion, earthquake, accident, epidemic, quarantine restriction, any act of government, governmental priority, allocation, regulation or order affecting the Used Aircraft Package, strike or labour dispute causing cessation, slow down or interruption of work or any other cause to the extent that such cause is beyond the reasonable control of Seller or Buyer whether mentioned above or not;

Governing Law shall mean the laws of England;

Governmental Entity shall mean and include: (a) Any state or territory or political sub-division thereof; and (b) Any authority, board, commission, department, division,

organization, institution, court, tribunal or agency of any of those entities specified in paragraph (a) above;

EXHIBIT 6-1



- DRAFT -

Law shall mean and include: (a) Any common or customary law; (b) Any statute, decree, constitution, judicial decision,

legislation, ordinance, regulation, order , or other legislative measure of any Governmental Entity;

(c) Any present or future directive, regulation, request or requirement (in each case, whether or not having the force of law) the non-compliance with which would have a material adverse effect on the Parties ability to perform their obligations hereunder; and

(d) Any treaty, pact, compact or other agreement to which any Governmental Entity is a party;

Lien shall mean any mortgage, pledge, duties, taxes, bankruptcies, lien, security interest, lease or other charge, claim or encumbrance including liens of any airport, hanger keeper, mechanic, material man, carrier or employee, claims or charges relating to landing fees or any other services provided by airport or air traffic control authorities such as Eurocontrol, or other similar lien arising in the ordinary course of business;

Maintenance Program or Sellers Maintenance Program

shall mean the maintenance program to which the Used Aircraft has been subject during its ownership or operation by Seller;

Memorandum of Understanding

shall mean that certain Memorandum of Understanding dated __________, 2015, between Seller and Buyer;

Month(s) shall mean successive periods of 30 (thirty) Days;

Other Reasons shall mean reasons other than Force Majeure relating to, arising from or in connection with the correction of technical defects or deficiencies in the condition of the Used Aircraft and/or operational problems with the Used Aircraft as specified in writing by Buyer resulting from Buyers Technical Inspection;

Parties shall mean Seller and Buyer collectively;

Parts shall mean the parts specified in Clause 2.2.2;

Party shall mean Seller or Buyer;

Person shall mean and include any individual, corporation, partnership, firm, joint venture, trust, unincorporated organization, ass