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Ref. DT/CI/AESC-071/2015

July 20, 2015

Subject : An Invitation to Participate in Bidding of Outright Purchase of 2 (two) ATR72-201

Used Aircraft and 2 (two) Spare Engines

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) ATR72-201 Used Aircraft and 2 (two)

Spare Engines.

The term “Used Aircraft” means and includes all or each, as the context may require, of the used 2 (two)

ATR72-201 aircraft specified in the attachments to this Letter of Invitation.

It is the intention of THAI that all 2 (two) ATR72-201 Used Aircraft and 2 spare engines shall be sold

and a proposal for the purchase of all 2 (two) ATR72-201 Used Aircraft and 2 spare engines will be

preferred. However, a separate proposal for each individual aircraft and each spare engine 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/Engine Specification and Additional Information

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)

7) Exhibit 7 : Form of Standby Letter of Credit

8) Exhibit 8 : Form of Proposal

9) Exhibit 9 : Sale Timeline and Activity

10) Exhibit 10 : Technical Documentation for Aircraft Inspection

The interested bidder is invited for submission of a Proposal in accordance with the terms, conditions

and statements as described in the Letter of Invitation as well as all stated above Exhibits of which the

contents are 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 / ATR72-201 HS-TRA, HS-TRB / PW124B SPARE ENGINES / 20 JUL 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) ATR72-201 Used

Aircraft and 2 (two) Spare Engines (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/Engine Specification and Additional Information:

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

maintenance is described in Exhibit 2-1, 2-2, 2-3 and 2-4 (“Aircraft/Engine Specification and

Additional Information”) being attached herewith the Invitation Letter.

All the Used Aircraft/Engine 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, 2-2, 2.3 and 2.4 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, 8-2, 8-3 and 8-4.

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/Engine 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/Engine: 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/Engine 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/Engine and title thereto transferred from

THAI under the terms and conditions of the signed UAPA. In no event the Used

Aircraft/Engine 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/Engine 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/Engine, 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/Engine. 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/Engine 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/Engine 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.

Aircraft/Engine Inspection and Documentation Review : The Bidder is well aware that

the Bidder is welcome to perform an inspection on the Used Aircraft/Engine 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.

4.8 Payment:

4.8.1 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/Engine. The Deposit is an important factor

to THAI in considering the Proposal.

EXHIBIT 1



4.8.2 Balance: To proceed with a title transfer and delivery of the Used

Aircraft/Engine, the awarded Bidder shall pay the balance of the purchase price for

each Used Aircraft/Engine to THAI’s 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/Engine. 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/Engine shall mean the purchase

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

Aircraft/Engine Price (“Balance”).

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

5.1 THAI is open for the interested Bidder to perform a physical inspection of the Used

Aircraft/Engine as well as documentation review prior to submission of the Proposal.

5.2 To be entitled for the Aircraft/Engine Inspection and Document Review, any interested

Bidder who requires for performing an inspection of the Used Aircraft/Engine and/or

documents review at THAI’s facility shall provide cash or an irrevocable standby letter of

credit (“Aircraft/Engine 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/Engine Inspection Guarantee in United States Dollars

(USD) only.

The Aircraft/Engine 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/Engine 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/Engine 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. Traceability

back to birth record will be provided 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 September 4th

, 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/Engine 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

Bidder’s Name

Registration of the Used Aircraft/Engine 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/Engine (“Purchase Price”) and/or all of

2 (two) ATR72-201 Used Aircraft/Engine (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 2 (two)

aircraft and spare engines.

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: A process of sale will be followed to the ATR72-201 Sale Timeline 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/Engine Inspection and Maintenance Data Review:

The Bidder is welcome for performing an inspection of the Used Aircraft/Engine and

Maintenance Data review. However, such the inspection and review will be subject to

THAI’s 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/Engine Inspection Guarantee.

7.3 Criteria: The award will be based on a Proposal for each individual Used Aircraft/

Engine. THAI reserves a right to sell the Used Aircraft/Engine 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 THAI’s 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/Engine 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:




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/ENGINE SPECIFICATION AND ADDITIONAL INFORMATION

E2-1 AIRCRAFT/ENGINE SPECIFICATION AND ADDITIONAL INFORMATION / ATR72-200 / HS-TRA / 20 JUL 15 1 of 4

Aircraft Specification

Registration HS-TRA Total Flight hours 23892

Serial Number 164 Total Flight Cycle 35314

Effective Date 07APR2015

Aircraft Identification:

Aircraft Model ATR72-201 Current Operator THAI AIRWAYS INTERNATIONAL PUBLIC

Engine Type PW 124 Country of Registration Thailand

Manufacturing Delivery Date 23FEB1990 A/C Current Status Stored since 30 April 2013

Operating Limitation:

Maximum Take Off Weight (MTOW) 47300 lbs. 21500 kg.

Maximum Landing Weight (MLW) 46970 lbs. 21350 kg.

Maximum Zero Fuel Weight (MZFW) 43340 lbs. 19700 kg. Operating Empty Weight (OEW) 27940 lbs. 12700 kg.

Maximum Fuel Capacity 11000 lbs. 5000 kg. Maximum Operating Altitude 25000 ft. 7622 m.

Engine Thrust 2400 SHP (Shaft Horse Power) Engine and APU Status:

Engine No. 1 Engine No. 2 -

Serial Number 124272 124456 -

Installed Date 10JAN2012 27MAY2012 -

Total Time Since New 12315 17336 -

Total Cycle Since New 19588 25266 -

Hours Since Last Perf. Resto. 2527 1717 -

Cycle Since Last Perf. Resto. 2284 1552 -

Cycle To LLP Limiter 4407 3581 -

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

Technical Reliability Division (BKKTE-R) Issued Date: 07 April 2015

EXHIBIT 2-1




Registration HS-TRA Total Flight hours 23892



Landing Gear Status:

NLG LH MLG RH MLG

Serial Number B480 MN319 MN321

Cycle Between Overhauls 15000 15000 15000

Time Between Overhauls 8 YEARS 8 YEARS 8 YEARS

Cycle Since Overhaul - - -

Cycle To Next Overhaul - - -

Last Overhaul Date 20JUN2005 20JUN2005 20JUN2005

Next Overhaul Date 18JUN2013 18JUN2013 18JUN2013

Maintenance Program:

FH/FC Years Light Maintenance 500 FH -

Heavy Maintenance - 2

Structure Inspection 18000 FC -

Schedule Maintenance:

Schedule Interval Last Accomplished FH/FC Next Schedule Next Due

A01-CHECK 23APR2013 23838 A02-CHECK 22JUL2013

C13-CHECK 03JAN2013 23189 C14-CHECK 02JAN2014

D2-CHECK 02NOV2010 31398 FC D3-CHECK 49398 FC

Seating Configuration:

Type (Class) Quantity Manufacturer Model

Royal First Class - - -

Royal Executive Class - - -

Premium Class - - -

Economy Class 66 ZODIAC-SICMA 7438

Total 66 - - Technical Reliability Division (BKKTE-R) Issued Date: 07 April 2015

EXHIBIT 2-1



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.

2. General Information:

2.1 During aircraft operation, the Used Aircraft has been maintained in accordance with

THAI’s 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 THAI’s Minimum Equipment List as approved by Thai DCA

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

2.3 All engines 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.

EXHIBIT 2-1



3. Delivery and Acceptance:

3.1 Point of Delivery: Don Mueang (DMK) 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.

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

ATR72-200 HS-TRA AD Note - Overdue Complete AD Note until

end of Q4/2015 18,956

C14 Check - Overdue since

02 Jan 2014 Complete C14 Check 672,045

All Landing Gear –

Overdue OVH Interval

since 18 JUN 2013

Complete All Landing

Gear overhaul 499,630

EXHIBIT 2-2


E2-2 AIRCRAFT/ENGINE SPECIFICATION AND ADDITIONAL INFORMATION / ATR72-200 / HS-TRB / 20 JUL 15 1 of 4


Registration HS-TRB Total Flight hours 24269



Aircraft Identification:

Aircraft Model ATR72-201 Current Operator THAI AIRWAYS INTERNATIONAL PUBLIC

Engine Type PW 124 Country of Registration Thailand

Manufacturing Delivery Date 10APR1990 A/C Current Status Stored since 30 April 2013

Operating Limitation:

Maximum Take Off Weight (MTOW) 47300 lbs. 21500 kg.

Maximum Landing Weight (MLW) 46970 lbs. 21350 kg.

Maximum Zero Fuel Weight (MZFW) 43340 lbs. 19700 kg. Operating Empty Weight (OEW) 27940 lbs. 12700 kg.

Maximum Fuel Capacity 11000 lbs. 5000 kg. Maximum Operating Altitude 25000 ft. 7622 m.

Engine Thrust 2400 SHP (Shaft Horse Power) Engine and APU Status:

Engine No. 1 Engine No. 2 -

Serial Number 124371 124269 -

Installed Date 12OCT2012 02MAR2012 -

Total Time Since New 16442 16055 -

Total Cycle Since New 16442 24557 -

Hours Since Last Perf. Resto. 1557 4233 -

Cycle Since Last Perf. Resto. 1491 4352 -

Cycle To LLP Limiter 8721 8419 -

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

Technical Reliability Division (BKKTE-R) Issued Date: 07 April 2015

EXHIBIT 2-2




Registration HS-TRB Total Flight hours 24269


Effective Date 07APR2015 Landing Gear Status:

NLG LH MLG RH MLG

Serial Number U16 MN120 MN120

Cycle Between Overhauls 15000 15000 15000

Time Between Overhauls 8 YEARS 8 YEARS 8 YEARS

Cycle Since Overhaul - - -

Cycle To Next Overhaul - - -

Last Overhaul Date 05AUG2013 05AUG2013 05AUG2013

Next Overhaul Date 03AUG2021 03AUG2021 03AUG2021 Maintenance Program:

FH/FC Years Light Maintenance 500 FH -

Heavy Maintenance - 2

Structure Inspection 18000 FC - Schedule Maintenance:

Schedule Interval Last Accomplished FH/FC Next Schedule Next Due

A04-CHECK 01MAR2013 23848 A05-CHECK 30MAY2013

C13-CHECK 15JUN2012 22321 C14-CHECK 15JUN2014

D2-CHECK 15JUL2010 34985 FC D03-CHECK 52985 FC Seating Configuration:

Type (Class) Quantity Manufacturer Model

Royal First Class - - -

Royal Executive Class - - -

Premium Class - - -

Economy Class 66 ZODIAC-SICMA 7438

Total 66 - -

Technical Reliability Division (BKKTE-R)

EXHIBIT 2-2



Issued Date: 07 April 2015

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.



conditions.


2.1 During aircraft operation, the Used Aircraft has been maintained in accordance with

THAI’s 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 THAI’s Minimum Equipment List as approved by Thai DCA

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

2.3 All engines 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.



not been performed since aircraft parking.






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


EXHIBIT 2-2




3.1 Point of Delivery: Don Mueang (DMK) International Airport as aircraft currently

located.





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


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

ATR72-201 HS-TRB AD Note - Overdue Complete AD Note until

end of Q4/2015 21,743

C14 Check - Overdue since

15 Jun 2014 Complete C14 Check 672,045

EXHIBIT 2-3

ENGINE SPECIFICATION AND ADDITIONAL INFORMATION

E2-3 SPARE ENGINE SPECIFICATION AND ADDITIONAL INFORMATION / PW124B / PCE-124268 / 20 JUL 15 1 of 2

PW124B Spare Engine Specification

1. Condition of Engine:

1.1 Spare Engines offered for sale are all to be delivered to the selected Bidder on

an “As-Is, Where-Is” condition.



conditions.

Engine Serial PCE-124268

Engine Model Pratt & Whitney PW124B

Engine Thrust 2,400 SHP

TSN / CSN 17,911 / 30,227

TSO / CSO 4,011 / 6,050

TSR / CSR 4,011 / 6,050

Reduction Gearbox (RGB) TSN / CSN 17,911 / 30,227

Turbo Machinery (TMM ) TSN / CSN 17,911 / 30,227

Last Shop Visit Work Scope Hot Section Inspection and BSI on RGB

Engine Repair Shop Pratt & Whitney Canada

Engine Current Status Serviceable

Cycle to LLP Limiter 8,950

EXHIBIT 2-3




2.1 The spare engine has been maintained in accordance with THAI’s maintenance program as

approved by the Department of Civil Aviation of the Ministry of Transport of the Kingdom

of Thailand (“Thai DCA”).

2.2 2.2 The spare engine is in serviceable condition and be in the modification level as

described in the history/data provided.



not been performed since the spare engine has been storage.






the Proposal as per request during the spare engine 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



3.1 Point of Delivery: Suvarnabhumi (BKK) International Airport as currently located.





4. Awareness:

If there are no queries or questions during the inspection of the spare engine and Document

Review, it is considered that the interested Bidder agrees to accept the spare engine and

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


EXHIBIT 2-4



PW124B Spare Engine Specification

1. Condition of Engine:

1.1 Spare Engines offered for sale are all to be delivered to the selected Bidder on

an “As-Is, Where-Is” condition.



conditions.

Engine Serial PCE-124289

Engine Model Pratt & Whitney PW124B

Engine Thrust 2,400 SHP

TSN / CSN 15,970 / 25,644

TSO / CSO 2,420 / 2,410

TSR / CSR 2,420 / 2,410

Reduction Gearbox (RGB) TSN / CSN 15,970 / 25,644

Turbo Machinery (TMM) TSN / CSN 15,970 / 25,644

Last Shop Visit Work Scope Light Overhaul and BSI on RGB

Engine Repair Shop Lufthansa Technik AERO Alzey

Engine Current Status Unserviceable

Cycle to LLP Limiter 5,564

EXHIBIT 2-4




2.1 The spare engines have been maintained in accordance with THAI’s maintenance program

as approved by the Department of Civil Aviation of the Ministry of Transport of the

Kingdom of Thailand (“Thai DCA”).

2.2 The spare engine is in unserviceable condition and be in the modification level as described

in the history/data provided.



not been performed since the spare engine has been storage.






the Proposal as per request during the spare engine 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



3.1 Point of Delivery: Suvarnabhumi (BKK) International Airport as engine currently

located.





4. Awareness:

If there are no queries or questions during the inspection of the Spare Engine and

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

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

such inspection and review.

EXHIBIT 3

To be completed and signed by Bidder

E3 NON-DISCLOSURE AGREEMENT / ATR72-200 HS-TRA, HS-TRB / PW124B SPARE ENGINES / 20 JUL 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) ATR72-201 THAI aircraft registration,

HS-TRA, HS-TRB and bearing aircraft Manufacturer's Serial Number (MSN) 164 and 167

respectively ("Aircraft") and 2 (two) Spare Engines of Pratt & Whitney PW124B, Engine Serial

Number (ESN) PCE-124268 and PCE-124289 (“Spare Engines”), 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 and Spare Engines (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 and Spare Engines for the possible purchase by the Bidder (or

its affiliate) and marketing the Aircraft and Spare Engines to potential purchasers of the Aircraft

and Spare Engines (such purposes, collectively, the "Purposes"); the Bidder agrees it will use the

Confidential Information only for the Purposes.

EXHIBIT 3



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 Bidder’s 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/Engines.

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: _______________________________

EXHIBIT 3



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 / ATR72-201 HS-TRA, TRB / PW124B SPARE ENGINES / 20 JUL 15 1 of 1

By entering into a Bid Program for the purchase of 2 (two) ATR72-201 HS-TRA and HS-TRB Used

Aircraft and/or 2 (two) PW124B Spare Engines, PCE-124268 and PCE-124289 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




(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




(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 and Spare Engine 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) 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 / ATR72-201 HS-TRA, HS-TRB / 20 JUL 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) ATR72-201 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) ATR72-201 Used Aircraft with SELLER aircraft registration, HS-TRA and

HS-TRB and bearing Manufacturer’s Serial Number (“MSN”) 164 and 167 respectively

(ii) the 2 (two) PW124B engines equipped with each of 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-TRA

HS-TRB

164

167

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 SELLER’s 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-TRA

HS-TRB

164

167

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 SELLER’s 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 30 (thirty) calendar 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 SELLER’s 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 SELLER’s 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, SELLER’s 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 manufacturer’s, supplier’s, repairer’s

and maintenance contractor’s 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 SELLER’s 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 BUYER’s 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 30 (thirty)

calendar 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 SELLER’s 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 BUYER’s 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:



Technical Department

Telephone: +66 (0) 2137-6200

Mobile: +66 (0) 8 9519-1285

Facsimile: +66 (0) 2137-6940


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 30 (thirty) calendar 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. 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. 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. 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


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: _____________________________

( )


BUYER

By: ___________________________________

( )

Witnessed: _____________________________

( )

Witnessed: _____________________________

( )

Notification: In case Spare Engine(s) are awarded, this MOU will also accordingly be

modified to incorporate applicable terms and conditions as related

accordingly.

EXHIBIT 6-1

USED AIRCRAFT PURCHASE AGREEMENT (HS-TRA)

E6-1 USED AIRCRAFT PURCHASE AGREEMENT / ATR72-201 HS-TRA / 20 JUL 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 ATR72-201 with THAI aircraft registration, HS-TRA and bearing

Manufacturer’s Serial Number 164 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 “Seller’s 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 Buyer’s 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, association, Governmental Entity or organization or association of which any thereof is a member or participant and in each case whether having distinct legal personality or not;

“Purchase Price” shall mean the purchase price agreed to be paid by Buyer and agreed to accept by Seller for the purchase of the Used Aircraft Package which is specified in Clause 6;

“Seller’s Account” shall mean Seller’s bank account specified in Clause 7.2;

“Technical Acceptance” shall mean the Buyer’s issuance of acceptance of the Used Aircraft Package pursuant to Clause 4 hereof;

EXHIBIT 6-1



- DRAFT -

“Technical Acceptance Date”

shall mean the date on or before the Delivery Date, or another date (a) to which Technical Acceptance is rescheduled as a result of Other Reasons as contemplated by Clause 5.8 or of Force Majeure as contemplated by Clause 5.9 or (b) as is mutually agreed upon in writing by the Parties;

“Technical Acceptance Location”

shall mean the Seller’s facility at Don Mueang (DMK) or Suvarnabhumi (BKK) or U-Tapao (UTP) International Airport, Thailand where Seller parked the Aircraft for Delivery;

“Thai Taxes” shall mean all taxes, duties, levies, imposts, fees, assessments and charges levied, imposed, assessed or charged by the Kingdom of Thailand or any political subdivision thereof;

“Used Aircraft” shall mean that certain used aircraft identified in Clause 2 and Appendix A including the Engines and Parts;

“Used Aircraft Documents”

shall mean the items identified in Clause 2.2. and Appendix C;

“Used Aircraft Package” shall mean the Used Aircraft and its Used Aircraft Documents;

“Year(s)” shall mean any period (s) of 12 (twelve) consecutive Months.

1.2 Interpretation

Except where the context otherwise requires, references in this Agreement to:

(a) Clause, paragraphs, sub-paragraphs or Appendices are, unless otherwise specified,

references to clauses, paragraphs and sub-paragraphs of, and Appendices to, this

Agreement;

(b) Any statute or other legislative provision shall be read to include any statutory or

legislative modification or re-enactment thereof, or any substitution therefore;

(c) “Seller” includes any successor in title or any permitted assignee or transferee;

(d) “Buyer” includes any successor in title or any permitted assignee or transferee; and

(e) The masculine gender shall include the feminine and neuter and the singular

number shall include the plural and vice versa.

1.3 Headings

Clause and other headings contained in this Agreement are for ease of reference only and

shall not be taken into account in the construction or interpretation of any provision to

which they refer.

2. SUBJECT MATTER OF SALE

2.1 Seller shall sell and deliver to Buyer, and Buyer shall purchase from Seller that certain

Used Aircraft with THAI aircraft registration and bearing Manufacturer’s Serial Number

as follows:

EXHIBIT 6-1



- DRAFT -

THAI aircraft registration: HS-TRA

Manufacturer’s Serial Number: 164

2.2 Together with the Used Aircraft Package shall include the following:

2.2.1 2 (two) PW124B engines bearing Manufacturer’s Serial Numbers 124272 and

124456 respectively and all equipment, accessories, parts and other properties

installed on or appurtenant to such engines (together, the “Engines”);

2.2.2 All equipment, accessories, parts and other properties installed on the Used

Aircraft according to aircraft component list (“Parts”); but not including

remaining jet fuel on board and;

2.2.3 Technical Documentation as specified in Appendix C.

3. REPRESENTATIONS AND WARRANTIES

3.1 Representations and Warranties of Seller

Seller acknowledges that Buyer has entered into this Agreement in full reliance on

representations made by Seller on the following terms and Seller now covenants,

represents and warrants to Buyer that the following statements are at the date hereof, and

on the Delivery Date will be true and accurate:

3.1.1 Seller is organized and existing as a public limited company with limited liability

under the laws of the Kingdom of Thailand and has power to conduct its business

as presently conducted, to own its assets, and to enter into and perform its

obligations under this Agreement;

3.1.2 the Memorandum and Articles of Association and other constitutional documents

of Seller incorporate provisions which authorize, and all necessary corporate

action has been taken and all necessary governmental and other necessary

approvals have been obtained to authorize Seller to sign and deliver this

Agreement and to perform and comply with its obligations hereunder, and neither

the execution and delivery of this Agreement nor will the performance of the

transactions contemplated hereby nor compliance by Seller with any of the terms

and provisions hereof contravene any Law by which Seller is bound or subject or

contravene the constitutional documents of the Seller;

3.1.3 this Agreement has been duly entered into and delivered by Seller and constitutes

the valid, legal and binding obligations of Seller enforceable in accordance with

its terms;

3.1.4 Seller is subject to the laws of the Kingdom of Thailand and is not entitled to

immunity form suit, legal or other proceedings as a result of sovereign immunity

and Seller’s choice of English law and submission to the jurisdiction of the

English courts is valid and binding upon it and will be recognized and enforced

by the courts of Thailand;

EXHIBIT 6-1



- DRAFT -

3.1.5 Seller is and on Delivery Date will be the legal and beneficial owner of the Used

Aircraft Package free of all Liens and as at Delivery, Seller will have full right,

title and authority to transfer such title to the Used Aircraft Package to Buyer

with full title guarantee; and

3.1.6 the officer executing this Agreement has the authority to execute this Agreement

and bind Seller.

3.2 Representations and Warranties of Buyer

Buyer acknowledges that Seller has entered into this Agreement in full reliance on

representations made by Buyer on the following terms and Buyer now covenants,

represents and warrants to Seller that the following statements are at the date hereof, and

on the Delivery Date will be, true and accurate:

3.2.1 Buyer is a limited liability company duly organized in accordance with the laws

of the ________________ and has the corporate power and authority to carry on

its business as presently conducted and to perform its obligations under this

Agreement;

3.2.2 the documents which contain or establish Buyer’s constitution incorporate

provisions which authorize, and all necessary corporate action on the part of

Buyer has been taken and all necessary governmental and other necessary

approvals have been obtained to authorize Buyer to sign and deliver this

Agreement and to perform its obligations hereunder, and neither the execution

and delivery of this Agreement nor the performance of the transactions

contemplated hereby nor compliance by Buyer with any of the terms and

provisions hereof will contravene any Law by which Buyer is bound or subject;

3.2.3 this Agreement has been duly entered into and delivered by Buyer and constitutes

the valid, legal and binding obligations of Buyer enforceable in accordance with

its terms; and


and bind Buyer.

EXHIBIT 6-1



- DRAFT -

4. TECHNICAL ACCEPTANCE AND DELIVERY

Technical Acceptance

4.1 Not earlier than 14 (fourteen) Days and not later than 10 (ten) Days prior to the Delivery

Date for the Used Aircraft, Buyer shall commence an inspection of the Used Aircraft for

Technical Acceptance at the Delivery Location.

The inspection will cover:

- Aircraft Inspection without engines and APU run

- Documentation Review

The inspection will be performed in accordance with the Aircraft Maintenance Manual

(“AMM”).

Seller will correct any defects or deficiencies made apparent during the ground inspection

due to the inconsistency with which defect or deficiency is inconsistent with the condition

of the Aircraft specified in Clause 8. 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 default on delay in delivery of the Used Aircraft. The Parties will

negotiate in good faith to conclude and specify the delivery date for the Used Aircraft.

Any other requirements will be subject to mutual agreement and additional charge.

4.2 Upon the completion of that required by Clauses 4.1 hereof, Buyer shall indicate and

confirm its unconditional and irrevocable written acceptance of the physical, technical

condition of the Used Aircraft Package as in conformity for purchase under this

Agreement without any reservation by execution and delivery to Seller at the Technical

Acceptance Location of the Technical Acceptance Certificate substantially in the form set

out in Appendix D-1 (“Technical Acceptance Certificate”).

4.3 All risk of defect or deficiency in the Used Aircraft Package and of damage to the Used

Aircraft Package arising from any defect or deficiency (other than as may be covered by

Seller’s insurance) will pass from Seller to Buyer upon Technical Acceptance. Upon and

subsequent to Technical Acceptance and at all times thereafter: (a) Seller shall not in any

way whatsoever or howsoever arising be liable for, and shall have no obligation to

remedy or correct, any defect or deficiency in the Used Aircraft Package or any damage

to the Used Aircraft Package arising from any defect or deficiency (other than as may be

covered by Seller’s insurance), and (b) Buyer shall not have any recourse whatsoever or

howsoever arising against Seller for any defect or deficiency in the Used Aircraft Package

or any damage to the Used Aircraft Package arising from any defect or deficiency.

Days mean calendar days.

EXHIBIT 6-1



- DRAFT -

5. Delivery

5.1 Title to and possession of the Used Aircraft Package shall be delivered by Seller and

accepted by Buyer for the purposes of this Agreement on the Delivery Date at the

Delivery Location.

5.2 Each of Seller’s obligation hereunder (including without limitation, to sell the Used

Aircraft Package and to transfer title thereto on the Delivery Date), shall be subject to the

fulfillment of the conditions precedent specified in Appendix E-1, in each case in a form

and substance reasonably acceptable to Seller (“Seller’s Conditions Precedent”). Each of

Buyer’s obligations hereunder (including without limitation to purchase the Used Aircraft

Package) shall be subject to the fulfillment of the conditions precedent specified in

Appendix E-2 each in a form and substance reasonably acceptable to Buyer (“Buyer’s

Conditions Precedent”).

5.3 Subject to the fulfillment of Seller’s Conditions Precedent, Buyer shall remit the Purchase

Price Balance to the Seller. Upon Seller’s receipt of the notice of transfer of funds from

the Buyer, Seller shall release a duly executed Bill of Sale substantially in the form of

Appendix B (“Warranty Bill of Sale”)

5.4 Subject to the fulfillment of Buyer's Conditions Precedent, on or prior to the Delivery

Date and contemporaneous with payment of the Purchase Price Balance, Buyer shall

indicate and confirm its unconditional and irrevocable acceptance of title to the Used

Aircraft Package under this Agreement without any reservation by execution and delivery

to Seller at the Delivery Location of the Delivery Acceptance Certificate substantially in

the form set out in Appendix D-2. Buyer shall, if not otherwise agreed by Seller in

writing, accept delivery of the Used Aircraft and title thereto from Seller within 30

(thirty) Days of the execution of this UAPA.

5.5 Title to and risk of loss to the Used Aircraft Package will pass from Seller to Buyer after

the fulfillment of those conditions set forth in Clause 5.2 and upon receipt by Seller of all

payment for the Used Aircraft and the delivery by Seller to Buyer of the Warranty Bill of

Sale of the said aircraft, as specified in Clause 5.4.

5.6 Seller shall require the DCA to de-register Seller as owner of the Used Aircraft and Buyer

shall be responsible for the Aircraft to be registered simultaneously. Seller will neither be

liable for any deferment nor delay by Buyer.

5.7 In the event that this UAPA is terminated for any reason whatsoever, Buyer shall have no

right or any vested interest of whatsoever nature or however 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.

EXHIBIT 6-1



- DRAFT -

Delay in Delivery - Other Reasons

5.8 Any delay by Seller in delivering the Used Aircraft Package to Buyer not more than 10

(ten) Days from the issuance of the Technical Acceptance Certificate for Other Reasons

shall not constitute Default by Seller.

Delay in Delivery - Force Majeure

5.9 Seller shall have no responsibility or liability for any failure to comply with any of its

obligations under this Agreement including to transfer title to the Used Aircraft Package

or any part thereof on the initially scheduled Delivery Date due to the occurrence of an

event of Force Majeure. Upon the occurrence of an event of Force Majeure, Seller shall

promptly notify Buyer of the circumstances thereof and shall use its reasonable endeavors

to avoid the consequences of such event of Force Majeure. Save as is otherwise provided

in this Agreement, Buyer shall not be entitled to terminate this Agreement or refuse to

accept the transfer of title to the Used Aircraft Package or any part thereof when tendered

by Seller as a consequence of any delay due to the occurrence of an event of

Force Majeure. If, however, as a result of Force Majeure Seller is unable to comply with

any of its obligations under this Agreement including to transfer title to the Used Aircraft

Package or any part thereof to Buyer within 30 (thirty) Days of the initially scheduled

Delivery Date, Buyer shall be entitled, by notice in writing to Seller, to terminate its

obligation to purchase the Used Aircraft Package from Seller. Any right to terminate its

obligations to purchase the Used Aircraft Package under this Clause 5.9 shall constitute

Buyer's sole right in the event of any failure of Seller to comply with any of its

obligations under this Agreement including but not limited to transferring title to the Used

Aircraft as a result of the consequences of Force Majeure, provided that in the event of

such termination pursuant to this Clause 5.9 Seller shall return the Deposit to Buyer

without interest.

Default in Delivery

5.10 Subject to the provisions of this Clause 5, if Buyer (a) fails to comply with any of Buyer’s

obligations under this Agreement, including the execution and delivery of the Technical

Acceptance Certificate to the Seller on the Technical Acceptance Date at the Technical

Acceptance Location and the Used Aircraft is presented for acceptance in the condition

specified in Clause 8 (or as may have been modified in accordance with Clause 4.1), or

(b) fails to accept Delivery of the Used Aircraft Package or any part thereof when

tendered for delivery by Seller according to the agreed Delivery Date or (c) fails to

deliver those items specified in Appendix E-1 on the due date for delivery thereof, any

one or more of such shall constitute a Default.

Subject to the provisions of this Clause 5, if Seller fails to (aa) fulfill any of its

obligations under this Agreement, and (bb) transfer title to the Used Aircraft Package or

any part thereof in accordance with the terms of this Agreement, and (cc) comply with all

of the conditions specified in Appendix E-2 on the due date for delivery or waiver by

Buyer thereof, such shall constitute a Default.

EXHIBIT 6-1



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5.11 If Seller terminates this Agreement due to Default by Buyer, Buyer shall have no right

nor any vested interest of whatsoever nature and howsoever arising to claim title,

ownership or Lien of or to the Used Aircraft Package or any part thereof unless and until

title to the Used Aircraft Package has been transferred to Buyer, provided that Buyer shall

retain the right to take action against the Seller for any Default on the part of Seller.

6. PURCHASE PRICE

The Purchase Price for the Used Aircraft Package to be paid to Seller by Buyer is

USD ____________ (____________ United States Dollars).

7. PAYMENT CONDITIONS

7.1 Payment of the Purchase Price shall be made in accordance with the following:

7.1.1 Buyer has paid to Seller by money transfer, the amount of USD ____________

(____________ United States Dollars) as a deposit (“the Deposit”) for the

purchase of the Used Aircraft Package; and

7.1.2 On the Delivery Date immediately prior to Delivery and the transfer of title to the

Used Aircraft Package, (but only after Technical Acceptance), Buyer shall pay or

remit in cleared funds to Seller's Account, the amount of USD ____________

(____________ United States Dollars) being the remaining balance of the

Purchase Price ("Purchase Price Balance")

7.2 Payment of the Purchase Price (comprising the Deposit and Purchase Price Balance)

above constitutes the full price without any deduction or withholding whether in respect

of set-off, counterclaim duties, taxes charges or otherwise whatsoever and howsoever

arising (other than Thai Taxes) including but not limited to duties, taxes or any other

charges imposed by any Governmental Entity or any other Person and shall therefore be

made in full without any reduction whatsoever in the agreed Purchase Price.

The details of Seller's Account are as follows:



ASIASQUARE TOWER 1

SINGAPORE 018960

ACCOUNT No.: 0-010964-032


COMPANY LIMITED



PHONE: (65) 6224-2622

FACSIMILE: (65) 6657-5775

EXHIBIT 6-1



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Or other accounts as stipulated by Seller in writing. All bank charges, expenses and any

other administrative costs arising in relation to the telegraphic transfer shall be borne by

Buyer.

7.3 The payment in full by Buyer of all payments due and payable pursuant to this

Agreement including but not limited to the Purchase Price (comprising the Deposit and

the Purchase Price Balance), shall be made on their respective due dates and the timely

payment thereof shall be considered of the essence in this Agreement. 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 otherwise than with the consent of Seller

or any Default attributable to Seller. Other than in the instance of Default attributable to

Seller, in the event that payment of the Purchase Price (comprising the Deposit and the

Purchase Price Balance) specified in Clause 7.1, is not paid upon the due date for

payment in full, such shall constitute Default on the part of Buyer whereupon this

Agreement shall automatically terminate unless Seller issues a notice in writing to Buyer

specifying otherwise.

In case of delay payment for which the cause is not due to Force Majeure, Buyer agrees

to compensate to Seller due to such a failure on actual cost basis and interest fee upon

demand on the portion of deficit amount until full payment is paid.

7.4 All prices and payments specified in this Agreement, including but not limited to the

Purchase Price (comprising the Deposit and the Purchase Price Balance) are in United

States Dollars. Buyer shall comply with all applicable monetary and exchange control

regulations and shall obtain any necessary authority from any Governmental Entity or

other Person administering such regulations (other than applicable monetary or exchange

control regulations, and any necessary authority from and Governmental Entity or other

person administering such regulations within the Kingdom of Thailand) in order to enable

Buyer to make payments at the time and place and in the manner specified herein.

In the event that Buyer is prevented by reason of Force Majeure from performing its

obligations pursuant to this Agreement, Buyer shall promptly notify Seller of the

circumstances thereof and shall use its best endeavors to avoid the consequences of such

event of Force Majeure. If Buyer fails to perform its obligations under this Agreement for

a period exceeding 30 (thirty) Days by reason of Force Majeure, Seller shall be entitled

by notice in writing to Buyer, to terminate this Agreement. In the event of such

termination pursuant to this Clause 7.4, Seller shall return the Deposit to Buyer without

interest, and such termination will discharge all obligations and liabilities of Seller and

Buyer with respect to this Agreement.

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8. DELIVERY CONDITION

At the time of Delivery to Buyer, Used Aircraft will be in the conditions as per Terms of

Reference and Aircraft Specification and Additional Information as attached in Appendix A.

In case of any requirement by Buyer to have the Aircraft be delivered in the condition or under

the terms other than described and agreed upon under this UAPA which include but not be

limited to maintenance work, ferry flight or de-registration, Buyer will address such the

requirement no later than the agreed Delivery Date. Buyer agrees that Seller is neither obligated

to perform such the services nor serve for the required deviation, and if so agreed, there will be

a separate terms and conditions. A written document will be executed after a quotation from

Seller is accepted by Buyer.

9. WARRANTY; DISCLAIMER; RELEASE; INDEMNITIES

9.1 Seller warrants to Buyer that it has good title to the Used Aircraft Package and that such

is free and clear of all Liens whatsoever as of the Delivery Date.

9.2 Except as otherwise expressly provided in Clause 8 hereof, the Used Aircraft Package,

including the Engines, Parts, Used Aircraft Documents and/or other items delivered by

Seller to Buyer under this Agreement are sold to Buyer on an “As-Is, Where-Is”

condition and the warranty of title set forth in Clause 9.1 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 Package including the Engine, Parts, Used

Aircraft Documents and/or other items delivered by Seller to Buyer under this

Agreement; 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 the Used Aircraft Package, including the Engines, Parts, Used Aircraft

Documents and/or any other items delivered by Seller to Buyer under this Agreement,

and with respect to any other matter arising under or by virtue of this Agreement.

9.3 Upon and subsequent to Delivery 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

Seller’s successors and assigns, subsidiaries, affiliates, agents, directors, offices 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 Buyer’s 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 Package, including the

Engines, Parts, Used Aircraft Documents and/or any other items delivered by Seller to

Buyer under this Agreement, whether or not arising in tort or occasioned in whole or in

part by the fault or negligence of the Seller Indemnitees.

EXHIBIT 6-1



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9.4 The Used Aircraft Package will be delivered to Buyer at the Delivery Location in

whatever condition it is in subject to the provisions of Clause 8 (or as may have been

modified in accordance with Clause 4.1) on the Delivery Date.

9.5 The Delivery of Used Aircraft Package to Buyer in accordance with the terms of this

Agreement shall fully discharge Seller’s obligations under this Agreement.

10. TERMINATION

This Agreement may be terminated in the circumstances set out below:

10.1 Mutual Agreement:

Upon the mutual written agreement of the Parties hereto, this Agreement may be

terminated at any time.

10.2 Default by Buyer:

10.2.1 Except in the event of Buyer’s Default with respect to the payment of the Deposit

or the Purchase Price Balance as specified in Clause 7.3 or any payment by Buyer

to Seller under this Agreement in which case this Agreement shall automatically

terminate, if Buyer defaults pursuant to the provisions of this Agreement, Seller

may at its option terminate this Agreement by delivery of a notice in writing to

Buyer; and

10.2.2 If prior to Delivery, Buyer defaults pursuant to Clause 10.2.1 and/or Clause 7.3 of

any other UAPA, Seller may at its option terminate this Agreement by the

delivery of a notice in writing to Buyer.

10.2.3 If Buyer defaults pursuant to Clause 5.10 and this Agreement 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 Package and/or late taking of the Used Aircraft

Package by Buyer including but not limited to parking fee, maintenance costs,

preservation costs, aircraft storage costs and/or other expenses.

10.2.4 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 (s) or under Law, Seller may

immediately or at any time thereafter, without notice to Buyer use, apply or retain

all or part 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 6-1



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10.3 Default By Seller:

If Seller defaults pursuant to the provisions of this UAPA, Buyer may at its option

terminate this Agreement by delivery of a notice in writing to Seller; and

10.4 Force Majeure:

If either Party is prevented by reason of Force Majeure from performing its obligations

pursuant to this Agreement for a period exceeding 30 (thirty) Days, the non-affected

Party may at its option, terminate this Agreement by delivery of a notice in writing to the

affected Party.

10.5 Other Reasons:

If Seller is prevented by Other Reasons from delivering the Used Aircraft Package to

Buyer not more than 10 (ten) Days from the issuance of the Technical Acceptance

Certificate, Buyer may at its option, terminate this UAPA by delivery of a notice in

writing to Seller.

In case the Used Aircraft does not meet the conditions described in this UAPA during the

delivery process due to causes beyond Seller’s controls, Seller reserves the right to

terminate this UAPA with no liabilities.

10.6 Used Aircraft Package Lost or Destroyed:

If prior to Delivery, the Used Aircraft Package is lost or destroyed due to any cause, this

UAPA shall automatically terminate.

11. EFFECT OF TERMINATION

11.1 In the event that this UAPA is terminated pursuant to Clause 10.1, Clause 10.4, Clause

10.5 or Clause 10.6, Seller shall return the Deposit to Buyer without interest. Such

termination will discharge all obligations and liabilities of the Parties with respect to this

Agreement.

11.2 In the event that this UAPA is terminated pursuant to Clause 10.2, Seller shall be entitled

to keep the Deposit for its own account and benefit. Seller shall be entitled to any and all

remedies available to it at law or in equity, including the remedy of injunctive relief and

specific performance.

11.3 In the event that this UAPA is terminated pursuant to Clause 10.3, Buyer shall be entitled

to any and all remedies available to it at law or in equity, including the return of its

Deposit and Letter of Credit (if any) and the remedy of injunctive relief and specific

performance.

11.4 Any termination of this UAPA howsoever caused shall not affect any rights or liabilities

of Seller or Buyer which have accrued prior to the date of termination.

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12. TAXES AND CUSTOMS DUTIES

12.1 Buyer shall be responsible for and shall pay, and shall indemnify and hold Seller harmless

from, all taxes, duties, levies, imposts, fees, assessments and charges of any nature,

levied, imposed, assessed or charged by any Governmental Entity in the countries other

than Thailand, imposed upon Seller as a consequence of the Purchase Price Balance being

paid to Seller’s Account other than taxes imposed upon the net income of Seller.

12.2 Subject to Clause 12.3, Buyer 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 Entity, imposed upon Buyer as a consequence of any

transaction pursuant hereto or contemplated by this Agreement other than Thai Taxes.

12.3 Except for any event of Force Majeure, Buyer irrevocably and unconditionally undertakes

to physically export the Used Aircraft or any of the Used Aircraft components and/or

parts and/or the disposal outside of Thailand and obtain customs clearance therefore

within 30 (thirty) Days of the Delivery Date. In the event that Buyer fails to physically

export any Used Aircraft or any of the Used Aircraft components and/or parts and/or the

disposal outside of Thailand and obtain customs clearance thereof within 30 (thirty) Days

of the Delivery Date. Seller shall collect from Buyer and Buyer shall pay to Seller

immediately upon demand, in addition to the Purchase Price for such Used Aircraft, the

Value Added Tax (VAT) in an amount equal to the currently imposed rate of 7% (seven

percent) of that portion of the Purchase Price allocated in this Agreement to the goods

remaining within Thailand. It is further agreed that should the VAT rate be changed, still

Buyer will pay for the total amount of VAT as accordingly applicable.



levied, imposed, assessed or charged by any Governmental Entity in Thailand imposed

upon Seller as a consequence of the Purchase Price Balance being paid to Seller’s

Account other than taxes imposed upon the net income of Seller.

12.5 Seller shall be responsible for and shall pay, and shall indemnify and hold Buyer harmless

from, all levies, imposts, fees, assessments, claims and charges of any nature, levied,

imposed, assessed or charged by any Person authorized to collect such landing and

navigation fees or charges on the Used Aircraft arising prior to Delivery.

12.6 Buyer agrees that all amounts payable to Seller under this Agreement shall be made free

and clear of and without deduction for any and all taxes, levies, imposts, duties, charges,

withholdings or deductions of any kind whatsoever. If Buyer is required by any

Governmental Entity to deduct or withhold any sums from any of the amount payable to

Seller hereunder, the amount payable shall be increased by such amount so that the net

amount received by Seller after the required deduction or withholding would equal the

amount Seller would have received had no such deduction or withholding been made.

EXHIBIT 6-1



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transaction pursuant hereto or contemplated by this Agreement. 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 Agreement.

12.8 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 of this UAPA.

13. RESTRICTIVE COVENANTS

13.1 Buyer hereby represents, warrants, undertakes and covenants not to sell, lease, license or

grant physical control or custody of the Used Aircraft, Engines, Parts, Used Aircraft

Documents or any other item sold, delivered or provided by Seller to Buyer pursuant to

this Agreement, in violation of any import/export or transfer of technology restrictions

imposed by any Laws and or regulations by which Seller is legally bound of which Buyer

has been notified by Seller or of which Buyer should otherwise reasonably be aware.

13.2 Seller shall assume no liability whatsoever for any sale, leased, licensing or granting of

physical control or custody of the Used Aircraft, Engines, Parts, Used Aircraft

Documents and / or any other items sold, delivered or provided by Seller to Buyer

pursuant to this Agreements in violation of any import/export of transfer of technology

restrictions imposed by any Laws or regulations by which Seller is legally bound of

which Buyer has been notified by Seller or of which Buyer should otherwise reasonably

be aware, and Buyer agrees to assume liability for, defend, pay and indemnify, and hold

harmless Seller from and against breach of the negative covenant set out in Clause 13.1

hereof.

14. MANUFACTURER’S AND SUPPLIER’S WARRANTIES

Seller hereby assigns and agrees to assign absolutely and with full title guarantee to Buyer with

effect from the time title to the Used Aircraft Package is transferred from Seller to Buyer

pursuant to this Agreement all applicable manufacturer’s, supplier’s, repairer’s and maintenance

contractor’s warranties which have been given or assigned to Seller or the benefit of which

Seller is otherwise entitled, to the extent that such are existing in respect of the Used Aircraft

Package or any part thereof at the time title to the Used Aircraft Package is transferred from

Seller to Buyer and which are capable of being assigned. For the avoidance of doubt, Buyer’s

rights under this Clause 14 may be assigned. Seller shall give Buyer reasonable aid and

assistance in enforcing the rights of Buyer arising under such warranties and any such

warranties held by Seller that are not assigned to Buyer because they are non-assignable;

provided, that Buyer shall reimburse Seller for any reasonable and verified expenses actually

incurred and paid by Seller in rendering such aid and assistance; and from time to time, upon the

request of Buyer, Seller shall notify any such manufacturers and maintenance and overhaul

agencies of the assignment of such warranties to Buyer.

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15. NOTICES

All notices and other communications hereunder shall be in writing and in the English language

and shall be deemed to have been duly given: when delivered by courier or messenger during

normal business hours of the recipient; when sent, if transmitted by facsimile transmission

(receipt confirmed) during normal business hours of the recipient; or on the seventh day

following mailing, if mailed by certified or registered airmail, in each case addressed as follows:

If to Seller: Thai Airways International Public Company Limited,


Bangkok 10900,

Thailand

Attention:



Technical Department Telephone: +66 (0) 2137-6200

Mobile: +66 (0) 8 9519-1285

Facsimile: +66 (0) 2137-6940


If to Buyer: ………………………………………………

………………………………………………

………………………………………………

………………………………………………

Attention:

………………………………………………

………………………………………………

Telephone: …………………………………

Mobile: …………………………………

Facsimile: …………………………………

E-mail: …………………………………

Each Party shall be obliged to send a communication to the other Party hereto in accordance

with this Clause 15 notifying of any changes in the relevant details set out in this Clause 15,

which details shall then be deemed to have been amended accordingly. Such communication

notifying of the changes shall be issued within 7 (seven) Days of such change.

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16. NO THIRD PARTY BENEFICIARIES

This Agreement will inure to the exclusive benefit of and be binding upon the Parties hereto and

their respective successors and permitted assigns. Nothing in this Agreement, express or

implied is intended to confer on any Person other than the Parties hereto and their respective

successors and permitted assigns, any right, remedies, obligations or liabilities under or by

reason of this Agreement. For the avoidance of doubt, Seller’s warranty of title to be given in

the Warranty Bill of Sale will extend to Buyer’s successors or assigns.

17. ASSIGNMENT

This Agreement will inure to the benefit and be binding upon each of the Parties hereto and

their respective successors and permitted assigns. The rights and the obligations of any Party

under this Agreement may be assigned, novated, delegated or transferred in whole or in part

with the prior written consent of the other Party which consent shall not be unreasonably

withheld.

18. CUMULATIVE RIGHTS AND NON WAIVER

The rights of the Parties under this Agreement are cumulative and may be exercised as the

Parties consider appropriate and are in addition to their respective rights under the Governing

Law.

The failure of any Party hereto, at any time, to require performance by the other Party of any

provision of this Agreement shall not be construed as a waiver of any right under this

Agreement unless such waiver is expressly given in writing.

19. SEVERABILITY

If any provision (or provisions) of this Agreement is deemed illegal, invalid or unenforceable,

such illegality, invalidity, or unenforceability shall not affect the legality, validity and

enforceability of any part of this Agreement, which shall be construed as if such illegal, invalid

or unenforceable provision (or provisions) had not been inserted in this Agreement, unless the

severability of such illegal, invalid or unenforceable provision would destroy the underlying

business purposes of this Agreement in which case the Parties shall negotiate in good faith to

substitute such illegal, invalid or unenforceable provision (or provisions) with a legal, valid and

enforceable provision (or provisions) which carries out the original intent of the Parties.

20. COSTS AND EXPENSES

Except as otherwise expressly provided in this Agreement, 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 to this Agreement or contemplated by this

Agreement, including but not limited to legal costs and expenses.

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21. GOVERNING LAW

This Agreement shall be governed by and construed and interpreted in accordance with the

Governing Law.

22. DISPUTES

22.1 The Parties hereby submit to the non-exclusive jurisdiction of the courts of England as

regards any dispute, claim or matter arising under this Agreement.

22.2 Seller hereby designates and appoints General Manager, London, whose office is located

at 41 Albemarle Street, London W1S 4BF as its authorized agent for service of process in

England in respect of any suit or proceeding with respect to this Agreement.

22.3 Buyer hereby designates and appoints ______________________________________

______________________________________________________________________

______________________________________________________________________

______________________________________________________________________

as its authorized agent for service of process in England in respect of any suit or

proceeding with respect to this Agreement.

22.4 Seller and Buyer shall be obliged to send a communication to Seller in accordance with

Clause 15 notifying of any changes in the relevant details set out in Clauses 22.2 or 22.3

as the case may be, which details shall then be deemed to have been amended

accordingly. Such communication notifying of the changes shall be issued not less than

21 (twenty one) Days prior to such change.

23. CONFIDENTIALITY

The Parties agree to use commercially reasonable efforts to maintain strict confidentiality with

respect to this Agreement (including the Purchase Price) and not to discuss it with any other

party or make any public announcement with respect to it without the other Party’s prior written

consent, except to the extent: (a) required by Law; (b) required by existing contractual

obligations; (c) reported to any securities exchange, regulatory agency, or other Governmental

Entity to which any of the Parties is subject or submits, wherever situated, including, without

limitation, the DCA, Stock Exchange of Thailand and the Securities and Exchange Commission

of Thailand; (d) disclosed to the legal counsel, independent accountants and other professional

advisers of each Party who are under an obligation to keep such information confidential except

to the extent permitted under this Agreement; (e) required by either Party to enforce against the

other Party its rights and remedies under this Agreement; (f) at the time of disclosure is or has

become available in the public domain from a source other than the Parties; and (g) disclosed to

Buyer’s successors or assigns. The Parties’ obligation pursuant to this Clause 23 shall survive

the performance of the terms of this Agreement, its rescission, or other termination.

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24. ENTIRE AGREEMENT

This Agreement contains all of the terms and conditions agreed by the Parties regarding the

subject matter of this Agreement and supersedes any prior agreements, understandings or

arrangements between them, whether oral or in writing. No representation, undertaking or

promise shall be taken to have been given, or be implied, from anything said or written in

negotiations between the Parties prior to this Agreement, except as set out in this Agreement.

25. COUNTERPARTS

This Agreement may be executed in more than one counterpart, each of which shall be deemed

to constitute an original, and shall become effective when one or more counterparts have been

signed by both Parties hereto and such a counterpart (so signed) has been delivered to each of

the Parties hereto.

26. FURTHER ASSURANCES

Buyer and Seller shall take all such action and do all such things including execution of all such

documents as may be reasonably necessary or desirable in order to effect the transaction

contemplated by this Agreement.


THAI is required by relevant rules and regulations to obtain approval from THAI 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 THAI shall

not be required to deliver the Used Aircraft until the final approval has been obtained. THAI

shall push its best efforts to obtain such approval

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IN WITNESS WHEREOF the Parties hereto have executed this Agreement by their duly authorized




By: ___________________________________

( )

Witnessed: _____________________________

( )

Witnessed: _____________________________

( )


BUYER

By: ___________________________________

( )

Witnessed: _____________________________

( )

Witnessed: _____________________________

( )



accordingly.

APPENDIX A-1

ATR72-201 Used Aircraft Purchase Agreement

APPENDIX A-1 / ATR72-201 / HS-TRA / 20 JUL 15 1 of 1

TERMS OF REFERENCE

As attached

APPENDIX A-2


APPENDIX A-2 / ATR72-201 / HS-TRA / 20 JUL 15 1 of 1

AIRCRAFT SPECIFICATION AND ADDITIONAL INFORMATION

As attached

APPENDIX B


APPENDIX B / ATR72-201 / HS-TRA / 20 JUL 15 1 of 1

WARRANTY BILL OF SALE

Thai Airways International Public Company Limited (Seller), a public limited company

organized and existing under the laws of Thailand, in consideration of One Dollar and other good and

valuable considerations, receipt of which is hereby acknowledged, does hereby grant, bargain, sell and

assign with full title guarantee to [________________], a corporation incorporated under the laws of

the [________________] (Buyer), its successors ,and assigns all rights, title and interests in and to the

following described property (including appliances, parts, instruments, appurtenances, accessories,

furnishings, or other equipment or property installed on or attached to said Aircraft and engines:

Aircraft

Manufacturer’s

Model No.

Aircraft

Registration

Markings

Aircraft

Manufacturer’s

Serial No.

Engine

Manufacturer’s

Model No.

Engine Manufacturer’s

Serial No.

ATR72-201 HS-TRA 164 PW 124 124272

124456

Manufacturer’s Model Number ……………

TO HAVE AND TO HOLD said property to the Buyer, its successors and assigns, to its

and their own use forever.

The interest of the Seller in said property, and the interest transferred by this bill of Sale, is

that of absolute ownership.

That Seller hereby warrants to Buyer, its successors and assigns, that there is hereby

conveyed to Buyer on the date hereof, good title to the aforesaid aircraft, engines, appliances, parts,

instruments, appurtenances, accessories, furnishings and/or other equipment or property, free and clear

of all liens, encumbrances and rights of others, and that it will warrant and defend such title forever

against all claims and demands whatsoever.

This Bill of Sale will be governed by the laws of [___________] and will be deemed

executed and delivered at ____________, _____________, regardless of where executed counterparts

hereof may be delivered for convenience of closing.

IN WITNESS WHEREOF, SELLER has caused its corporate name to be subscribed hereto

by its duly authorized representative this _________ day of _________________, 2015.

Thai Airways International

Public Company Limited (SELLER)

By: _________________________

Title: _________________________

APPENDIX C


TECHNICAL DOCUMENTATION

APPENDIX C / ATR72-2000 / HS-TRA 1 of 3

All documents listed below will be provided in English.

Type A means that only one copy shall be provided with the first Aircraft or applicable Aircraft.

Type B means that a single copy will be delivered with each Aircraft or Engine.

ITEM AIRCRAFT CERTIFICATES TYPE

1 Certificate of Airworthiness B

2 Certificate of Registration B

3 Special Flight Permits B

4 Noise Certificate or AFM Noise Certification B

5 Radio Station License and BRNAV approval B

6 AFM weight limitations ad operating limitations pages A

ITEM LEGAL DOCUMENTS (COMMERCIAL TRACE) TYPE

7 Bill of Sale between Manufacturer and Owner B

8 Bill of Sale from previous owners (if available) B

9 Lease Return - Technical Acceptance Certificates (if available) B

10 Utilization reports from previous owners or management companies (if available) B

11 Aircraft status reports generated at each lease start or lease end B

ITEM AIRCRAFT STATUS TYPE

12 Ferry Flight Statements of Aircraft/Engines/APU B

13 Aircraft Non-Incident (NIS) / Accident Statement B

14 Statement of Aircraft/Engines/APU Oils & Fluids B

15 Aircraft Maintenance Check Status (Phase or Block A, C, D) and Forecast B

16 Aircraft Maintenance release to service certificate (last A, C and D Checks) B

17 Aircraft Airworthiness Directive Status B

18 Aircraft Service Bulletin Status B

19 Aircraft Engineering Order Status (TO - Technical Order) B

20 Aircraft Modification by Supplemental Type Certificates (STC) A

21 Aircraft Structural Damage Report and External Repair (if available) B

22 Non-SRM / FAA 8110-3/ FAA 337 Approval for Structural Repairs B

23 Aircraft Inventory List of Hard Time Components B

24 Inventory List of On-Condition / Condition Monitored Components B

25 Aircraft Hours & Cycles Utilization Report (since new) B

26 Aircraft out of Phase Checks Status B

27 Aircraft List of Deferred Maintenance Items B

28 Aircraft Preservation/Reactivation (short/long term) Supporting Data B

ITEM MAINTENANCE RECORDS TYPE

29 Aircraft Log Book [English Language] B

30 Technical Log (minimum 2 years) B

31 A Checks Work Packages B

APPENDIX C





32 C Checks Work Packages B

33 D Checks Work Packages [SSI / SSID / or equivalent] B

34 Periodic Task Cards A

35 Dirty Fingerprints for Airworthiness Directives B

36 Last Weighing Report including Schedule B

37 Last Test Flight Report (if available) B

38 Last Compass Swing Card B

39 Last Digital Flight Data Recorder Read-Out (Soft copy) B

ITEM AIRCRAFT CONFIGURATION STATUS TYPE

40 Layout of Passenger Arrangement Drawing - LOPA B

41 Emergency Equipment Layout / Drawing B

42 Inventory List of Avionic Components B

43 Inventory List of Loose Cabin Equipment B

44 Burns Certification IAW FAR / JAR Part 25 B

45 Seat Dress/Cover Materials Certs B

46 Carpets Certs B

47 Curtains Certs B

48 Flight Attendant Seats Certs B

ITEM AIRCRAFT MANUFACTURER'S DELIVERY DOCUMENTS TYPE

49 Manufacturer’s Initial Equipment List / Readiness Log B

50 Manufacturer's Service Bulletin report A

51 Aircraft Historical Log [miscellaneous log] B

52 Manufacturer's Weighing Report (from delivery) B

ITEM ENGINE RECORDS TYPE

53 Engine Maintenance History status (HRS & CYCLS) B


55 Engine Log Book B

56 Engine Current Life Limited Parts Status B

57 Engine traceability Back to Birth for all life Limited Components to include all on

log/off log Disk Sheets (Installation/Removal) B

58 Engine Non Incident Statement / Certification Statement B

59 Statement of Engine Oil used A

60 Statement of Power Thrust Rating Operation/usage A

61 Engine Operator AD Compliance report & sign offs B

62 Engine Operator Modification, EO and/or SB status report (last shop visit) B

63 Engine Borescope Written Reports and Videos B

64 Engine Manufacturer's AD status report B

65 Engine Manufacturer's Modification & SB status report (TBD) B

66 Complete copies of all shop visit and field repair mini packages, including CRS, AD, SB

status B

67 Engine Test Cell Run Report B

APPENDIX C




ITEM COMPONENT RECORDS TYPE

68 EASA FORM 1 or FAA8130-3 or Thai DCA FORM ONE for Hard Time components

IAW item # 23 (last shop visit) B

ITEM LANDING GEAR TYPE

69 Landing Gear hours & Cycles Maintenance History Status (last shop visit) B

70 Life Limited Parts status from operator B

71 Certificate of Release to Service for Landing Gear Assembly B

72 Last Overhaul Shop Records, including LLP and SB Status B

ITEM MANDATORY MANUALS TYPE

73 Aircraft Flight Manual A

74 Airline Aircraft Operation Manual A

75 Quick Reference Handbook A

76 Weight and Balance Manual A

77 MMEL & Dispatch Deviation Procedures Guide A

78 Aircraft Maintenance Manual A

79 Supplemental Type Certificate Data (if available) A

80 Aircraft Illustrated Parts Catalogue A

81 Aircraft Wiring Diagram Manual A

82 Aircraft Structural Repair Manual A

83 Engine Maintenance Manual A

84 Engine Illustrated Parts Catalog A

85 Maintenance Planning Document [MPD] A

86 Aircraft Schematic Manual A

ITEM NON-MANDATORY MANUALS TYPE

87 Overhaul Manuals A

88 Supplementary Tooling Documentation (if available) A

89 System Test Equipment Document (if available) A

ITEM MISCELLANEOUS TYPE

90 Copy of operators maintenance program and maintenance schedule (MRGL) A

91 Cross reference of operator against manufacturer's MPD card numbers A

92 Air Operator's Certificate A

93 EASA / FAA 145 Repair Station Certificate A

APPENDIX D-1


APPENDIX D-1 / ATR72-201 / HS-TRA / 20 JUL 15 1 of 2

AIRCRAFT TECHNICAL ACCEPTANCE CERTIFICATE

This Technical Acceptance Certificate is delivered, on and as of the date set forth below by

[ ____________ ] (“Buyer”), to Thai Airways International Public Company Limited, (“Seller”),

pursuant to that Used Aircraft Purchase Agreement dated [____________] between Seller and Buyer

(“the Agreement”). The terms used in this Technical Acceptance Certificate shall have the meaning

given to such terms in the Agreement between Buyer and Seller dated [ ____________ ] unless

otherwise specified herein.

1. Details of Acceptance

Buyer hereby indicates and confirms to Seller, that Buyer has at ______ hours on this

[______________], at Bangkok, unconditionally and irrevocably accepted the physical, technical and

operational condition of the Used Aircraft Package as in conformity for purchase under the Agreement

without any reservation, such Used Aircraft Package being One (1) ATR72-201 Aircraft bearing Thai

Registration Number HS-TRA and with Manufacturer’s Serial Number 164.

2. Confirmation of Undertakings

Buyer confirms that as at _________ hours (Bangkok time) today, being the Technical

Acceptance Date that:

(i) The physical, technical and operational condition of the Used Aircraft Package was duly

accepted by Buyer in accordance with and subject to the provisions of the Agreement,

and the execution and delivery of this Technical Acceptance Certificate further confirms

Buyer’s unconditional and irrevocable acceptance of the physical, technical and

operational condition of the Aircraft as in conformity for purchase under the Agreement

without any reservation unless otherwise noted in the Commitment Letter attached

hereto. The Aircraft consists of the following components:

(a) Airframe: Manufacturer’s Serial No.: 164

Total hours : 23892

Total cycles : 35314

(b) Engines: 2 (two) PW 124

Engine No. 1 Serial No. : 124272

Total hours : 12315



Total hours : 17336


(c) Parts: all appliances, parts, furnishings, instruments, accessories, and other

equipment of whatever nature whatsoever (other than complete Engines or

APPENDIX D-1



engines and cargo and baggage carriers) which may from time to time be

incorporated in or installed on or attached to the Airframe or any Engine;

(d) The Aircraft Documentation set forth in Appendix C of the Agreement.

(ii) Buyer’s duly appointed and authorized technical experts have inspected the Used

Aircraft Package to ensure that the Used Aircraft Package conforms to requirements of

the Agreement, and the Aircraft is in the condition required by the Agreement with the

exception of the discrepancies (if any) set out in the Commitment Letter attached to this

Technical Acceptance Certificate; and

(iii) Buyer unconditionally and irrevocably assumes all risk of defect or deficiency in the

Aircraft and of damage to the Aircraft.

This Technical Acceptance Certificate is executed by Buyer in the original.

IN WITNESS WHEREOF, Buyer has caused this Technical Acceptance Certificate to be executed in

its name, by its duly authorized officer(s) or representative(s), pursuant to due corporate authority, all

as of the date written in Paragraph 1 above.

For and on behalf of [________]

By: ____________________________

( )

Witness: ____________________________

( )

Witness: ____________________________

( )

APPENDIX D-2



DELIVERY ACCEPTANCE CERTIFICATE

This Delivery Acceptance Certificate is delivered, on and as of the date set forth below by

[___________] (“Buyer”), to Thai Airways International Public Company Limited, (“Seller”), pursuant

to that Used Aircraft Purchase Agreement dated [________] between Seller and Buyer (“the

Agreement”). The terms used in this Delivery Acceptance Certificate shall have the meaning given to

such terms in the Agreement between Buyer and Seller dated [________] unless otherwise specified

herein.

Details of Acceptance

Buyer hereby indicates and confirms to Seller, that Buyer has at ___________ hours (GMT) on this

___________ day of ________, 2015, at the Delivery Location accepted from Seller title to and

possession of the Used Aircraft Package consisting of the following components :

(i) Airframe: Manufacturer’s Serial No. 164;

(ii) Engines: 2 (two) PW 124 engines bearing respectively, Engine Serial Nos. 124272

and 124456;

(iii) Parts: all appliances, parts, furnishings, instruments, accessories, and other




(iv) The Used Aircraft Documents set forth in Appendix C of the Agreement.

This Delivery Acceptance Certificate is executed by Buyer in the original.

IN WITNESS WHEREOF, Buyer has caused this Delivery Acceptance Certificate to be executed in


as of the ______ day of ____________, 2015.

For and on behalf of [ ]

By: ____________________________

( )

Witness: ____________________________

( )

APPENDIX D-3



AIRCRAFT AND TECHNICAL DOCUMENTATION

DELIVERY RECEIPT

BUYER (BUYER) hereby accepts and acknowledges receipt from Seller, in accordance with the terms

and conditions of the ATR72-201 Purchase Agreement dated [__________], 2015, between the parties

hereto, of one (1) ATR72-201 Model Aircraft;

Registration Markings HS-TRA

Manufacturer’s Serial Number 164

With 2 (two) installed PW 124 model engines bearing, Manufacturer’s Serial Numbers:

Position (1) 124272

Position (2) 124456

Together with the Technical Documentation applicable to the Aircraft as described on Attachment 1

hereto and with the operating times and cycles as accumulated on the Aircraft up to the time of Delivery

as described on Attachment 2 hereto in -----------, on ----------, at + /a.m./ /p.m./ .

_____________________________ ______________________________

[ ] (Buyer) Thai Airways International

Public Company Limited (Seller)

By __________________________ ______________________________

Its __________________________ ______________________________

APPENDIX E-1


APPENDIX E-1 / ATR72-201 / HS-TRA / 20 JUL 15 1 of 1

SELLER’S CONDITIONS PRECEDENT

The Seller’s Conditions Precedent are for the exclusive benefit of Seller, and Seller may in its

sole discretion (a) waive in writing any of the Seller’s Conditions Precedent in whole or in part

and/or (b) grant in writing extensions of time to Buyer in order to cure the defects in any

documents not in a form and substance acceptable to Seller.

1. The receipt by Seller from Buyer on or before Technical Acceptance Date of the

following:

(i) A copy of a power of attorney executed by a duly authorised officer of Buyer

setting out the name of the Person or Persons authorised to sign this Agreement

on Buyer’s behalf and any notice or document pursuant hereto unless executed

by the then current President and Chief Executive officer.

(ii) True, accurate and up to date copies of Buyer’s certificate of formation, Articles

of Organization and/or other constitutional documents;

(iii) True, accurate and up to date copies of resolutions of Buyer’s board of directors

authorising Buyer to enter into and perform this Agreement and the transactions

contemplated hereby;

(iv) Copies of a power or powers of attorney in favour of such Person or Persons

whom Buyer authorises to accept physical, technical and operational delivery of

the Used Aircraft Package, execute and deliver the Technical Acceptance

Certificate, accept delivery of the Used Aircraft Package, the Warranty Bill of

Sale and execute and deliver the Delivery Acceptance Certificate; and

2. The receipt by Seller from Buyer on the Technical Acceptance Date of the following:

(i) Payment of the Purchase Price Balance; and

(ii) Technical Acceptance Certificate substantially in the form set out in Appendix

D-1.

3. The receipt by Seller from Buyer on the Delivery Date and contemporaneous with

Delivery of the Used Aircraft Package of the Delivery Acceptance Certificate executed

by Buyer substantially in the form set out in Appendix D-2.

APPENDIX E-2


APPENDIX E-2 / ATR72-201 / HS-TRA / 20 JUL 15 1 of 1

BUYER’S CONDITIONS PRECEDENT

The Buyer’s Conditions Precedent are for the exclusive benefit of Buyer, and Buyer may in its

sole discretion (a) waive in writing any of the Buyer’s Conditions Precedent in whole or in part

and/or (b) grant in writing extensions of time to Seller in order to cure the defects in any

documents not in a form and substance acceptable to Buyer.

1. The receipt of Buyer from Seller on or before Delivery Acceptance of the following:

(i) A copy of a power of attorney executed by a duly authorised officer of Seller

setting out the name of the person or persons authorised to sign this Agreement

on Seller’s behalf and any notice or document pursuant hereto;

(ii) True, accurate and up to date copies of Seller’s certificate of incorporation,

memorandum and articles of association and/or other constitutional documents;

(iii) Copies of a power or powers of attorney in favour of such person or persons

whom Seller authorises to accept the Technical Acceptance Certificate and

execute the Warranty Bill of Sale, and to deliver the Used Aircraft Package and

accept the Delivery Acceptance Certificate;

(iv) Summary of the material terms of Seller’s insurance policies covering the Used

Aircraft to be prepared by Seller.

2. The delivery of the Used Aircraft Package to the Delivery Location.

3. The receipt by Buyer from Seller before the Delivery Date of an agreed form of

deregistration statement from the DCA.

4. The receipt by Buyer from Seller on the Delivery Date the Warranty Bill of Sale. The

receipt by Buyer of all of the material required by Appendix C hereto.

5. The receipt by Buyer of fully executed transaction documents.

APPENDIX F


APPENDIX F / ATR72-201 / HS-TRA / 20 JUL 15 1 of 1

DEREGISTRATION POWER OF ATTORNEY

THIS POWER OF ATTORNEY is made this _________day of ______________, 2015 AT THAI

AIRWAYS INTERNATIONAL PUBLIC COMPANY LIMITED.

The undersigned, Thai Airways International Public Company Limited (“Seller”) refers to the Used

Aircraft Purchase Agreement dated the __________, 2015 between _________ (“Buyer”) and Seller in

respect of one ATR72-201 aircraft with Thai Registration Number HS-TRA and bearing Manufacturer’s

Serial Number 164 (the “Agreement”). The terms used in this Power of Attorney shall have the meaning

given to such terms in the Agreement unless otherwise specified herein.

Seller hereby appoints Buyer (in its capacity as buyer of the Used Aircraft), as its true and lawful

attorney to execute and deliver any documents, instruments or certificates with such amendments hereto

(if any) and to do and perform any acts or things (in each case, upon its behalf and in its name) which

are required to obtain deregistration of the Used Aircraft from the register of aircraft maintained by the

Department of Civil Aviation of the Kingdom of Thailand (“DCA”)

This Power of Attorney shall become effective upon (i) the contemporaneous payment of the Purchase

Price Balance by Buyer to Seller and Delivery of the Used Aircraft Package by Seller to Buyer in

accordance with the terms of the Agreement and (ii) Seller failing to deregister the Used Aircraft from

the register of aircraft maintenance by the DCA immediately upon Delivery in compliance with Clause

4.13 of the Agreement and shall expire immediately upon the deregistration of the Used Aircraft from

the register of aircraft maintained by the DCA.

This Power of Attorney shall be governed by and construed in accordance with the laws of the Kingdom

of Thailand.

IN WITNESS whereof, this Power of Attorney has been duly executed the day and year first above

written.


THAI AIRWAYS INTERNATIONAL

PUBLIC COMPANY LIMITED

____________________________

( )

Attorney-in-Fact

Witness: ____________________________

( )

EXHIBIT 6-2

USED AIRCRAFT PURCHASE AGREEMENT (HS-TRB)

E6-2 USED AIRCRAFT PURCHASE AGREEMENT / ATR72-201 HS-TRB / 20 JUL 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 ATR72-201 with THAI aircraft registration, HS-TRB and bearing

Manufacturer’s Serial Number 167 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 6-2



- 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 6-2



- 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 “Seller’s 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 Buyer’s 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, association, Governmental Entity or organization or association of which any thereof is a member or participant and in each case whether having distinct legal personality or not;

“Purchase Price” shall mean the purchase price agreed to be paid by Buyer and agreed to accept by Seller for the purchase of the Used Aircraft Package which is specified in Clause 6;

“Seller’s Account” shall mean Seller’s bank account specified in Clause 7.2;

“Technical Acceptance” shall mean the Buyer’s issuance of acceptance of the Used Aircraft Package pursuant to Clause 4 hereof;

EXHIBIT 6-2



- DRAFT -

“Technical Acceptance Date”

shall mean the date on or before the Delivery Date, or another date (a) to which Technical Acceptance is rescheduled as a result of Other Reasons as contemplated by Clause 5.8 or of Force Majeure as contemplated by Clause 5.9 or (b) as is mutually agreed upon in writing by the Parties;

“Technical Acceptance Location”

shall mean the Seller’s facility at Don Mueang (DMK) or Suvarnabhumi (BKK) or U-Tapao (UTP) International Airport, Thailand where Seller parked the Aircraft for Delivery;

“Thai Taxes” shall mean all taxes, duties, levies, imposts, fees, assessments and charges levied, imposed, assessed or charged by the Kingdom of Thailand or any political subdivision thereof;

“Used Aircraft” shall mean that certain used aircraft identified in Clause 2 and Appendix A including the Engines and Parts;

“Used Aircraft Documents”

shall mean the items identified in Clause 2.2. and Appendix C;

“Used Aircraft Package” shall mean the Used Aircraft and its Used Aircraft Documents;

“Year(s)” shall mean any period (s) of 12 (twelve) consecutive Months.

1.2 Interpretation

Except where the context otherwise requires, references in this Agreement to:

(a) Clause, paragraphs, sub-paragraphs or Appendices are, unless otherwise specified,

references to clauses, paragraphs and sub-paragraphs of, and Appendices to, this

Agreement;

(b) Any statute or other legislative provision shall be read to include any statutory or

legislative modification or re-enactment thereof, or any substitution therefore;

(c) “Seller” includes any successor in title or any permitted assignee or transferee;

(d) “Buyer” includes any successor in title or any permitted assignee or transferee; and

(e) The masculine gender shall include the feminine and neuter and the singular

number shall include the plural and vice versa.

1.3 Headings

Clause and other headings contained in this Agreement are for ease of reference only and

shall not be taken into account in the construction or interpretation of any provision to

which they refer.

2. SUBJECT MATTER OF SALE

2.1 Seller shall sell and deliver to Buyer, and Buyer shall purchase from Seller that certain

Used Aircraft with THAI aircraft registration and bearing Manufacturer’s Serial Number

as follows:

EXHIBIT 6-2



- DRAFT -

THAI aircraft registration: HS-TRB

Manufacturer’s Serial Number: 167

2.2 Together with the Used Aircraft Package shall include the following:

2.2.1 2 (two) PW124B engines bearing Manufacturer’s Serial Numbers 124371 and

124269 respectively and all equipment, accessories, parts and other properties

installed on or appurtenant to such engines (together, the “Engines”);

2.2.2 All equipment, accessories, parts and other properties installed on the Used

Aircraft according to aircraft component list (“Parts”); but not including

remaining jet fuel on board and;

2.2.3 Aircraft Documentation as specified in Appendix C.

3. REPRESENTATIONS AND WARRANTIES

3.1 Representations and Warranties of Seller

Seller acknowledges that Buyer has entered into this Agreement in full reliance on

representations made by Seller on the following terms and Seller now covenants,

represents and warrants to Buyer that the following statements are at the date hereof, and

on the Delivery Date will be true and accurate:

3.1.1 Seller is organized and existing as a public limited company with limited liability

under the laws of the Kingdom of Thailand and has power to conduct its business

as presently conducted, to own its assets, and to enter into and perform its

obligations under this Agreement;

3.1.2 the Memorandum and Articles of Association and other constitutional documents

of Seller incorporate provisions which authorize, and all necessary corporate

action has been taken and all necessary governmental and other necessary

approvals have been obtained to authorize Seller to sign and deliver this

Agreement and to perform and comply with its obligations hereunder, and neither

the execution and delivery of this Agreement nor will the performance of the

transactions contemplated hereby nor compliance by Seller with any of the terms

and provisions hereof contravene any Law by which Seller is bound or subject or

contravene the constitutional documents of the Seller;

3.1.3 this Agreement has been duly entered into and delivered by Seller and constitutes

the valid, legal and binding obligations of Seller enforceable in accordance with

its terms;

3.1.4 Seller is subject to the laws of the Kingdom of Thailand and is not entitled to

immunity form suit, legal or other proceedings as a result of sovereign immunity

and Seller’s choice of English law and submission to the jurisdiction of the

English courts is valid and binding upon it and will be recognized and enforced

by the courts of Thailand;

EXHIBIT 6-2



- DRAFT -

3.1.5 Seller is and on Delivery Date will be the legal and beneficial owner of the Used

Aircraft Package free of all Liens and as at Delivery, Seller will have full right,

title and authority to transfer such title to the Used Aircraft Package to Buyer

with full title guarantee; and


and bind Seller.

3.2 Representations and Warranties of Buyer

Buyer acknowledges that Seller has entered into this Agreement in full reliance on

representations made by Buyer on the following terms and Buyer now covenants,

represents and warrants to Seller that the following statements are at the date hereof, and

on the Delivery Date will be, true and accurate:

3.2.1 Buyer is a limited liability company duly organized in accordance with the laws

of the ________________ and has the corporate power and authority to carry on

its business as presently conducted and to perform its obligations under this

Agreement;

3.2.2 the documents which contain or establish Buyer’s constitution incorporate

provisions which authorize, and all necessary corporate action on the part of

Buyer has been taken and all necessary governmental and other necessary

approvals have been obtained to authorize Buyer to sign and deliver this

Agreement and to perform its obligations hereunder, and neither the execution

and delivery of this Agreement nor the performance of the transactions

contemplated hereby nor compliance by Buyer with any of the terms and

provisions hereof will contravene any Law by which Buyer is bound or subject;

3.2.3 this Agreement has been duly entered into and delivered by Buyer and constitutes

the valid, legal and binding obligations of Buyer enforceable in accordance with

its terms; and


and bind Buyer.

EXHIBIT 6-2



- DRAFT -

4. TECHNICAL ACCEPTANCE AND DELIVERY


4.1 Not earlier than 14 (fourteen) Days and not later than 10 (ten) Days prior to the Delivery

Date for the Used Aircraft, Buyer shall commence an inspection of the Used Aircraft for

Technical Acceptance at the Delivery Location.

The inspection will cover:

- Aircraft Inspection without engines and APU run

- Documentation Review

The inspection will be performed in accordance with the Aircraft Maintenance Manual

(“AMM”).

Seller will correct any defects or deficiencies made apparent during the ground inspection

due to the inconsistency with which defect or deficiency is inconsistent with the condition

of the Aircraft specified in Clause 8. 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 default on delay in delivery of the Used Aircraft. The Parties will

negotiate in good faith to conclude and specify the delivery date for the Used Aircraft.

Any other requirements will be subject to mutual agreement and additional charge.

4.2 Upon the completion of that required by Clauses 4.1 hereof, Buyer shall indicate and

confirm its unconditional and irrevocable written acceptance of the physical, technical

condition of the Used Aircraft Package as in conformity for purchase under this

Agreement without any reservation by execution and delivery to Seller at the Technical

Acceptance Location of the Technical Acceptance Certificate substantially in the form set

out in Appendix D-1 (“Technical Acceptance Certificate”).

4.3 All risk of defect or deficiency in the Used Aircraft Package and of damage to the Used

Aircraft Package arising from any defect or deficiency (other than as may be covered by

Seller’s insurance) will pass from Seller to Buyer upon Technical Acceptance. Upon and

subsequent to Technical Acceptance and at all times thereafter: (a) Seller shall not in any

way whatsoever or howsoever arising be liable for, and shall have no obligation to

remedy or correct, any defect or deficiency in the Used Aircraft Package or any damage

to the Used Aircraft Package arising from any defect or deficiency (other than as may be

covered by Seller’s insurance), and (b) Buyer shall not have any recourse whatsoever or

howsoever arising against Seller for any defect or deficiency in the Used Aircraft Package

or any damage to the Used Aircraft Package arising from any defect or deficiency.

Days mean calendar days.

EXHIBIT 6-2



- DRAFT -

5. Delivery

5.1 Title to and possession of the Used Aircraft Package shall be delivered by Seller and

accepted by Buyer for the purposes of this Agreement on the Delivery Date at the

Delivery Location.

5.2 Each of Seller’s obligation hereunder (including without limitation, to sell the Used

Aircraft Package and to transfer title thereto on the Delivery Date), shall be subject to the

fulfillment of the conditions precedent specified in Appendix E-1, in each case in a form

and substance reasonably acceptable to Seller (“Seller’s Conditions Precedent”). Each of

Buyer’s obligations hereunder (including without limitation to purchase the Used Aircraft

Package) shall be subject to the fulfillment of the conditions precedent specified in

Appendix E-2 each in a form and substance reasonably acceptable to Buyer (“Buyer’s

Conditions Precedent”).

5.3 Subject to the fulfillment of Seller’s Conditions Precedent, Buyer shall remit the Purchase

Price Balance to the Seller. Upon Seller’s receipt of the notice of transfer of funds from

the Buyer, Seller shall release a duly executed Bill of Sale substantially in the form of

Appendix B (“Warranty Bill of Sale”)

5.4 Subject to the fulfillment of Buyer's Conditions Precedent, on or prior to the Delivery

Date and contemporaneous with payment of the Purchase Price Balance, Buyer shall

indicate and confirm its unconditional and irrevocable acceptance of title to the Used

Aircraft Package under this Agreement without any reservation by execution and delivery

to Seller at the Delivery Location of the Delivery Acceptance Certificate substantially in

the form set out in Appendix D-2. Buyer shall, if not otherwise agreed by Seller in

writing, accept delivery of the Used Aircraft and title thereto from Seller within 30

(thirty) Days of the execution of this UAPA.

5.5 Title to and risk of loss to the Used Aircraft Package will pass from Seller to Buyer after

the fulfillment of those conditions set forth in Clause 5.2 and upon receipt by Seller of all

payment for the Used Aircraft and the delivery by Seller to Buyer of the Warranty Bill of

Sale of the said aircraft, as specified in Clause 5.4.

5.6 Seller shall require the DCA to de-register Seller as owner of the Used Aircraft and Buyer

shall be responsible for the Aircraft to be registered simultaneously. Seller will neither be

liable for any deferment nor delay by Buyer.

5.7 In the event that this UAPA is terminated for any reason whatsoever, Buyer shall have no

right or any vested interest of whatsoever nature or however 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.

EXHIBIT 6-2



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Delay in Delivery - Other Reasons

5.8 Any delay by Seller in delivering the Used Aircraft Package to Buyer not more than 10

(ten) Days from the issuance of the Technical Acceptance Certificate for Other Reasons

shall not constitute Default by Seller.

Delay in Delivery - Force Majeure

5.9 Seller shall have no responsibility or liability for any failure to comply with any of its

obligations under this Agreement including to transfer title to the Used Aircraft Package

or any part thereof on the initially scheduled Delivery Date due to the occurrence of an

event of Force Majeure. Upon the occurrence of an event of Force Majeure, Seller shall

promptly notify Buyer of the circumstances thereof and shall use its reasonable endeavors

to avoid the consequences of such event of Force Majeure. Save as is otherwise provided

in this Agreement, Buyer shall not be entitled to terminate this Agreement or refuse to

accept the transfer of title to the Used Aircraft Package or any part thereof when tendered

by Seller as a consequence of any delay due to the occurrence of an event of

Force Majeure. If, however, as a result of Force Majeure Seller is unable to comply with

any of its obligations under this Agreement including to transfer title to the Used Aircraft

Package or any part thereof to Buyer within 30 (thirty) Days of the initially scheduled

Delivery Date, Buyer shall be entitled, by notice in writing to Seller, to terminate its

obligation to purchase the Used Aircraft Package from Seller. Any right to terminate its

obligations to purchase the Used Aircraft Package under this Clause 5.9 shall constitute

Buyer's sole right in the event of any failure of Seller to comply with any of its

obligations under this Agreement including but not limited to transferring title to the Used

Aircraft as a result of the consequences of Force Majeure, provided that in the event of

such termination pursuant to this Clause 5.9 Seller shall return the Deposit to Buyer

without interest.

Default in Delivery

5.10 Subject to the provisions of this Clause 5, if Buyer (a) fails to comply with any of Buyer’s

obligations under this Agreement, including the execution and delivery of the Technical

Acceptance Certificate to the Seller on the Technical Acceptance Date at the Technical

Acceptance Location and the Used Aircraft is presented for acceptance in the condition

specified in Clause 8 (or as may have been modified in accordance with Clause 4.1), or

(b) fails to accept Delivery of the Used Aircraft Package or any part thereof when

tendered for delivery by Seller according to the agreed Delivery Date or (c) fails to

deliver those items specified in Appendix E-1 on the due date for delivery thereof, any

one or more of such shall constitute a Default.

Subject to the provisions of this Clause 5, if Seller fails to (aa) fulfill any of its

obligations under this Agreement, and (bb) transfer title to the Used Aircraft Package or

any part thereof in accordance with the terms of this Agreement, and (cc) comply with all

of the conditions specified in Appendix E-2 on the due date for delivery or waiver by

Buyer thereof, such shall constitute a Default.

EXHIBIT 6-2



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5.11 If Seller terminates this Agreement due to Default by Buyer, Buyer shall have no right

nor any vested interest of whatsoever nature and howsoever arising to claim title,

ownership or Lien of or to the Used Aircraft Package or any part thereof unless and until

title to the Used Aircraft Package has been transferred to Buyer, provided that Buyer shall

retain the right to take action against the Seller for any Default on the part of Seller.

6. PURCHASE PRICE

The Purchase Price for the Used Aircraft Package to be paid to Seller by Buyer is

USD ____________ (____________ United States Dollars).

7. PAYMENT CONDITIONS

7.1 Payment of the Purchase Price shall be made in accordance with the following:

7.1.1 Buyer has paid to Seller by money transfer, the amount of USD ____________

(____________ United States Dollars) as a deposit (“the Deposit”) for the

purchase of the Used Aircraft Package; and

7.1.2 On the Delivery Date immediately prior to Delivery and the transfer of title to the

Used Aircraft Package, (but only after Technical Acceptance), Buyer shall pay or

remit in cleared funds to Seller's Account, the amount of USD ____________

(____________ United States Dollars) being the remaining balance of the

Purchase Price ("Purchase Price Balance")

7.2 Payment of the Purchase Price (comprising the Deposit and Purchase Price Balance)

above constitutes the full price without any deduction or withholding whether in respect

of set-off, counterclaim duties, taxes charges or otherwise whatsoever and howsoever

arising (other than Thai Taxes) including but not limited to duties, taxes or any other

charges imposed by any Governmental Entity or any other Person and shall therefore be

made in full without any reduction whatsoever in the agreed Purchase Price.

The details of Seller's Account are as follows:



ASIASQUARE TOWER 1

SINGAPORE 018960

ACCOUNT No.: 0-010964-032


COMPANY LIMITED



PHONE: (65) 6224-2622

FACSIMILE: (65) 6657-5775

EXHIBIT 6-2



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Or other accounts as stipulated by Seller in writing. All bank charges, expenses and any

other administrative costs arising in relation to the telegraphic transfer shall be borne by

Buyer.

7.3 The payment in full by Buyer of all payments due and payable pursuant to this

Agreement including but not limited to the Purchase Price (comprising the Deposit and

the Purchase Price Balance), shall be made on their respective due dates and the timely

payment thereof shall be considered of the essence in this Agreement. 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 otherwise than with the consent of Seller

or any Default attributable to Seller. Other than in the instance of Default attributable to

Seller, in the event that payment of the Purchase Price (comprising the Deposit and the

Purchase Price Balance) specified in Clause 7.1, is not paid upon the due date for

payment in full, such shall constitute Default on the part of Buyer whereupon this

Agreement shall automatically terminate unless Seller issues a notice in writing to Buyer

specifying otherwise.

In case of delay payment for which the cause is not due to Force Majeure, Buyer agrees

to compensate to Seller due to such a failure on actual cost basis and interest fee upon

demand on the portion of deficit amount until full payment is paid.

7.4 All prices and payments specified in this Agreement, including but not limited to the

Purchase Price (comprising the Deposit and the Purchase Price Balance) are in United

States Dollars. Buyer shall comply with all applicable monetary and exchange control

regulations and shall obtain any necessary authority from any Governmental Entity or

other Person administering such regulations (other than applicable monetary or exchange

control regulations, and any necessary authority from and Governmental Entity or other

person administering such regulations within the Kingdom of Thailand) in order to enable

Buyer to make payments at the time and place and in the manner specified herein.

In the event that Buyer is prevented by reason of Force Majeure from performing its

obligations pursuant to this Agreement, Buyer shall promptly notify Seller of the

circumstances thereof and shall use its best endeavors to avoid the consequences of such

event of Force Majeure. If Buyer fails to perform its obligations under this Agreement for

a period exceeding 30 (thirty) Days by reason of Force Majeure, Seller shall be entitled

by notice in writing to Buyer, to terminate this Agreement. In the event of such

termination pursuant to this Clause 7.4, Seller shall return the Deposit to Buyer without

interest, and such termination will discharge all obligations and liabilities of Seller and

Buyer with respect to this Agreement.

EXHIBIT 6-2



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8. DELIVERY CONDITION

At the time of Delivery to Buyer, Used Aircraft will be in the conditions as per Terms of

Reference and Aircraft Specification and Additional Information as attached in Appendix A.

In case of any requirement by Buyer to have the Aircraft be delivered in the condition or under

the terms other than described and agreed upon under this UAPA which include but not be

limited to maintenance work, ferry flight or de-registration, Buyer will address such the

requirement no later than the agreed Delivery Date. Buyer agrees that Seller is neither obligated

to perform such the services nor serve for the required deviation, and if so agreed, there will be

a separate terms and conditions. A written document will be executed after a quotation from

Seller is accepted by Buyer.

9. WARRANTY; DISCLAIMER; RELEASE; INDEMNITIES

9.1 Seller warrants to Buyer that it has good title to the Used Aircraft Package and that such

is free and clear of all Liens whatsoever as of the Delivery Date.

9.2 Except as otherwise expressly provided in Clause 8 hereof, the Used Aircraft Package,

including the Engines, Parts, Used Aircraft Documents and/or other items delivered by

Seller to Buyer under this Agreement are sold to Buyer on an “As-Is, Where-Is”

condition and the warranty of title set forth in Clause 9.1 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 Package including the Engine, Parts, Used

Aircraft Documents and/or other items delivered by Seller to Buyer under this

Agreement; 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 the Used Aircraft Package, including the Engines, Parts, Used Aircraft

Documents and/or any other items delivered by Seller to Buyer under this Agreement,

and with respect to any other matter arising under or by virtue of this Agreement.

9.3 Upon and subsequent to Delivery 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

Seller’s successors and assigns, subsidiaries, affiliates, agents, directors, offices 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 Buyer’s 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 Package, including the

Engines, Parts, Used Aircraft Documents and/or any other items delivered by Seller to

Buyer under this Agreement, whether or not arising in tort or occasioned in whole or in

part by the fault or negligence of the Seller Indemnitees.

EXHIBIT 6-2



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9.4 The Used Aircraft Package will be delivered to Buyer at the Delivery Location in

whatever condition it is in subject to the provisions of Clause 8 (or as may have been

modified in accordance with Clause 4.1) on the Delivery Date.

9.5 The Delivery of Used Aircraft Package to Buyer in accordance with the terms of this

Agreement shall fully discharge Seller’s obligations under this Agreement.

10. TERMINATION

This Agreement may be terminated in the circumstances set out below:

10.1 Mutual Agreement:

Upon the mutual written agreement of the Parties hereto, this Agreement may be

terminated at any time.

10.2 Default by Buyer:

10.2.1 Except in the event of Buyer’s Default with respect to the payment of the Deposit

or the Purchase Price Balance as specified in Clause 7.3 or any payment by Buyer

to Seller under this Agreement in which case this Agreement shall automatically

terminate, if Buyer defaults pursuant to the provisions of this Agreement, Seller

may at its option terminate this Agreement by delivery of a notice in writing to

Buyer; and

10.2.2 If prior to Delivery, Buyer defaults pursuant to Clause 10.2.1 and/or Clause 7.3 of

any other UAPA, Seller may at its option terminate this Agreement by the

delivery of a notice in writing to Buyer.

10.2.3 If Buyer defaults pursuant to Clause 5.10 and this Agreement 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 Package and/or late taking of the Used Aircraft

Package by Buyer including but not limited to parking fee, maintenance costs,

preservation costs, aircraft storage costs and/or other expenses.

10.2.4 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 (s) or under Law, Seller may

immediately or at any time thereafter, without notice to Buyer use, apply or retain

all or part 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 6-2



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10.3 Default By Seller:

If Seller defaults pursuant to the provisions of this UAPA, Buyer may at its option

terminate this Agreement by delivery of a notice in writing to Seller; and

10.4 Force Majeure:

If either Party is prevented by reason of Force Majeure from performing its obligations

pursuant to this Agreement for a period exceeding 30 (thirty) Days, the non-affected

Party may at its option, terminate this Agreement by delivery of a notice in writing to the

affected Party.

10.5 Other Reasons:

If Seller is prevented by Other Reasons from delivering the Used Aircraft Package to

Buyer not more than 10 (ten) Days from the issuance of the Technical Acceptance

Certificate, Buyer may at its option, terminate this UAPA by delivery of a notice in

writing to Seller.

In case the Used Aircraft does not meet the conditions described in this UAPA during the

delivery process due to causes beyond Seller’s controls, Seller reserves the right to

terminate this UAPA with no liabilities.

10.6 Used Aircraft Package Lost or Destroyed:

If prior to Delivery, the Used Aircraft Package is lost or destroyed due to any cause, this

UAPA shall automatically terminate.

11. EFFECT OF TERMINATION

11.1 In the event that this UAPA is terminated pursuant to Clause 10.1, Clause 10.4, Clause

10.5 or Clause 10.6, Seller shall return the Deposit to Buyer without interest. Such

termination will discharge all obligations and liabilities of the Parties with respect to this

Agreement.

11.2 In the event that this UAPA is terminated pursuant to Clause 10.2, Seller shall be entitled

to keep the Deposit for its own account and benefit. Seller shall be entitled to any and all

remedies available to it at law or in equity, including the remedy of injunctive relief and

specific performance.

11.3 In the event that this UAPA is terminated pursuant to Clause 10.3, Buyer shall be entitled

to any and all remedies available to it at law or in equity, including the return of its

Deposit and Letter of Credit (if any) and the remedy of injunctive relief and specific

performance.

11.4 Any termination of this UAPA howsoever caused shall not affect any rights or liabilities

of Seller or Buyer which have accrued prior to the date of termination.

EXHIBIT 6-2



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12. TAXES AND CUSTOMS DUTIES



levied, imposed, assessed or charged by any Governmental Entity in the countries other

than Thailand, imposed upon Seller as a consequence of the Purchase Price Balance being

paid to Seller’s Account other than taxes imposed upon the net income of Seller.

12.2 Subject to Clause 12.3, Buyer 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 Entity, imposed upon Buyer as a consequence of any

transaction pursuant hereto or contemplated by this Agreement other than Thai Taxes.

12.3 Except for any event of Force Majeure, Buyer irrevocably and unconditionally undertakes

to physically export the Used Aircraft or any of the Used Aircraft components and/or

parts and/or the disposal outside of Thailand and obtain customs clearance therefore

within 30 (thirty) Days of the Delivery Date. In the event that Buyer fails to physically

export any Used Aircraft or any of the Used Aircraft components and/or parts and/or the

disposal outside of Thailand and obtain customs clearance thereof within 30 (thirty) Days

of the Delivery Date. Seller shall collect from Buyer and Buyer shall pay to Seller

immediately upon demand, in addition to the Purchase Price for such Used Aircraft, the

Value Added Tax (VAT) in an amount equal to the currently imposed rate of 7% (seven

percent) of that portion of the Purchase Price allocated in this Agreement to the goods

remaining within Thailand. It is further agreed that should the VAT rate be changed, still

Buyer will pay for the total amount of VAT as accordingly applicable.



levied, imposed, assessed or charged by any Governmental Entity in Thailand imposed

upon Seller as a consequence of the Purchase Price Balance being paid to Seller’s

Account other than taxes imposed upon the net income of Seller.

12.5 Seller shall be responsible for and shall pay, and shall indemnify and hold Buyer harmless

from, all levies, imposts, fees, assessments, claims and charges of any nature, levied,

imposed, assessed or charged by any Person authorized to collect such landing and

navigation fees or charges on the Used Aircraft arising prior to Delivery.

12.6 Buyer agrees that all amounts payable to Seller under this Agreement shall be made free

and clear of and without deduction for any and all taxes, levies, imposts, duties, charges,

withholdings or deductions of any kind whatsoever. If Buyer is required by any

Governmental Entity to deduct or withhold any sums from any of the amount payable to

Seller hereunder, the amount payable shall be increased by such amount so that the net

amount received by Seller after the required deduction or withholding would equal the

amount Seller would have received had no such deduction or withholding been made.

EXHIBIT 6-2



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transaction pursuant hereto or contemplated by this Agreement. 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 Agreement.

12.8 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 of this UAPA.

13. RESTRICTIVE COVENANTS

13.1 Buyer hereby represents, warrants, undertakes and covenants not to sell, lease, license or

grant physical control or custody of the Used Aircraft, Engines, Parts, Used Aircraft

Documents or any other item sold, delivered or provided by Seller to Buyer pursuant to

this Agreement, in violation of any import/export or transfer of technology restrictions

imposed by any Laws and or regulations by which Seller is legally bound of which Buyer

has been notified by Seller or of which Buyer should otherwise reasonably be aware.

13.2 Seller shall assume no liability whatsoever for any sale, leased, licensing or granting of

physical control or custody of the Used Aircraft, Engines, Parts, Used Aircraft

Documents and / or any other items sold, delivered or provided by Seller to Buyer

pursuant to this Agreements in violation of any import/export of transfer of technology

restrictions imposed by any Laws or regulations by which Seller is legally bound of

which Buyer has been notified by Seller or of which Buyer should otherwise reasonably

be aware, and Buyer agrees to assume liability for, defend, pay and indemnify, and hold

harmless Seller from and against breach of the negative covenant set out in Clause 13.1

hereof.

14. MANUFACTURER’S AND SUPPLIER’S WARRANTIES

Seller hereby assigns and agrees to assign absolutely and with full title guarantee to Buyer with

effect from the time title to the Used Aircraft Package is transferred from Seller to Buyer

pursuant to this Agreement all applicable manufacturer’s, supplier’s, repairer’s and maintenance

contractor’s warranties which have been given or assigned to Seller or the benefit of which

Seller is otherwise entitled, to the extent that such are existing in respect of the Used Aircraft

Package or any part thereof at the time title to the Used Aircraft Package is transferred from

Seller to Buyer and which are capable of being assigned. For the avoidance of doubt, Buyer’s

rights under this Clause 14 may be assigned. Seller shall give Buyer reasonable aid and

assistance in enforcing the rights of Buyer arising under such warranties and any such

warranties held by Seller that are not assigned to Buyer because they are non-assignable;

provided, that Buyer shall reimburse Seller for any reasonable and verified expenses actually

incurred and paid by Seller in rendering such aid and assistance; and from time to time, upon the

request of Buyer, Seller shall notify any such manufacturers and maintenance and overhaul

agencies of the assignment of such warranties to Buyer.

EXHIBIT 6-2



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15. NOTICES

All notices and other communications hereunder shall be in writing and in the English language

and shall be deemed to have been duly given: when delivered by courier or messenger during

normal business hours of the recipient; when sent, if transmitted by facsimile transmission

(receipt confirmed) during normal business hours of the recipient; or on the seventh day

following mailing, if mailed by certified or registered airmail, in each case addressed as follows:

If to Seller: Thai Airways International Public Company Limited,


Bangkok 10900,

Thailand

Attention:



Technical Department Telephone: +66 (0) 2137-6200

Mobile: +66 (0) 8 9519-1285

Facsimile: +66 (0) 2137-6940


If to Buyer: ………………………………………………

………………………………………………

………………………………………………

………………………………………………

Attention:

……………………………………………… ……………………………………………… Telephone: …………………………………

Mobile: …………………………………

Facsimile: …………………………………

E-mail: …………………………………

Each Party shall be obliged to send a communication to the other Party hereto in accordance

with this Clause 15 notifying of any changes in the relevant details set out in this Clause 15,

which details shall then be deemed to have been amended accordingly. Such communication

notifying of the changes shall be issued within 7 (seven) Days of such change.

EXHIBIT 6-2



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16. NO THIRD PARTY BENEFICIARIES

This Agreement will inure to the exclusive benefit of and be binding upon the Parties hereto and

their respective successors and permitted assigns. Nothing in this Agreement, express or

implied is intended to confer on any Person other than the Parties hereto and their respective

successors and permitted assigns, any right, remedies, obligations or liabilities under or by

reason of this Agreement. For the avoidance of doubt, Seller’s warranty of title to be given in

the Warranty Bill of Sale will extend to Buyer’s successors or assigns.

17. ASSIGNMENT

This Agreement will inure to the benefit and be binding upon each of the Parties hereto and

their respective successors and permitted assigns. The rights and the obligations of any Party

under this Agreement may be assigned, novated, delegated or transferred in whole or in part

with the prior written consent of the other Party which consent shall not be unreasonably

withheld.

18. CUMULATIVE RIGHTS AND NON WAIVER

The rights of the Parties under this Agreement are cumulative and may be exercised as the

Parties consider appropriate and are in addition to their respective rights under the Governing

Law.

The failure of any Party hereto, at any time, to require performance by the other Party of any

provision of this Agreement shall not be construed as a waiver of any right under this

Agreement unless such waiver is expressly given in writing.

19. SEVERABILITY

If any provision (or provisions) of this Agreement is deemed illegal, invalid or unenforceable,

such illegality, invalidity, or unenforceability shall not affect the legality, validity and

enforceability of any part of this Agreement, which shall be construed as if such illegal, invalid

or unenforceable provision (or provisions) had not been inserted in this Agreement, unless the

severability of such illegal, invalid or unenforceable provision would destroy the underlying

business purposes of this Agreement in which case the Parties shall negotiate in good faith to

substitute such illegal, invalid or unenforceable provision (or provisions) with a legal, valid and

enforceable provision (or provisions) which carries out the original intent of the Parties.

20. COSTS AND EXPENSES

Except as otherwise expressly provided in this Agreement, 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 to this Agreement or contemplated by this

Agreement, including but not limited to legal costs and expenses.

EXHIBIT 6-2



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21. GOVERNING LAW

This Agreement shall be governed by and construed and interpreted in accordance with the

Governing Law.

22. DISPUTES

22.1 The Parties hereby submit to the non-exclusive jurisdiction of the courts of England as

regards any dispute, claim or matter arising under this Agreement.

22.2 Seller hereby designates and appoints General Manager, London, whose office is located

at 41 Albemarle Street, London W1S 4BF as its authorized agent for service of process in

England in respect of any suit or proceeding with respect to this Agreement.

22.3 Buyer hereby designates and appoints ______________________________________

______________________________________________________________________

______________________________________________________________________

______________________________________________________________________

as its authorized agent for service of process in England in respect of any suit or

proceeding with respect to this Agreement.

22.4 Seller and Buyer shall be obliged to send a communication to Seller in accordance with

Clause 15 notifying of any changes in the relevant details set out in Clauses 22.2 or 22.3

as the case may be, which details shall then be deemed to have been amended

accordingly. Such communication notifying of the changes shall be issued not less than

21 (twenty one) Days prior to such change.

23. CONFIDENTIALITY

The Parties agree to use commercially reasonable efforts to maintain strict confidentiality with

respect to this Agreement (including the Purchase Price) and not to discuss it with any other

party or make any public announcement with respect to it without the other Party’s prior written

consent, except to the extent: (a) required by Law; (b) required by existing contractual

obligations; (c) reported to any securities exchange, regulatory agency, or other Governmental

Entity to which any of the Parties is subject or submits, wherever situated, including, without

limitation, the DCA, Stock Exchange of Thailand and the Securities and Exchange Commission

of Thailand; (d) disclosed to the legal counsel, independent accountants and other professional

advisers of each Party who are under an obligation to keep such information confidential except

to the extent permitted under this Agreement; (e) required by either Party to enforce against the

other Party its rights and remedies under this Agreement; (f) at the time of disclosure is or has

become available in the public domain from a source other than the Parties; and (g) disclosed to

Buyer’s successors or assigns. The Parties’ obligation pursuant to this Clause 23 shall survive

the performance of the terms of this Agreement, its rescission, or other termination.

EXHIBIT 6-2



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24. ENTIRE AGREEMENT

This Agreement contains all of the terms and conditions agreed by the Parties regarding the

subject matter of this Agreement and supersedes any prior agreements, understandings or

arrangements between them, whether oral or in writing. No representation, undertaking or

promise shall be taken to have been given, or be implied, from anything said or written in

negotiations between the Parties prior to this Agreement, except as set out in this Agreement.

25. COUNTERPARTS

This Agreement may be executed in more than one counterpart, each of which shall be deemed

to constitute an original, and shall become effective when one or more counterparts have been

signed by both Parties hereto and such a counterpart (so signed) has been delivered to each of

the Parties hereto.

26. FURTHER ASSURANCES

Buyer and Seller shall take all such action and do all such things including execution of all such

documents as may be reasonably necessary or desirable in order to effect the transaction

contemplated by this Agreement.


THAI is required by relevant rules and regulations to obtain approval from THAI 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 THAI shall

not be required to deliver the Used Aircraft until the final approval has been obtained. THAI

shall push its best efforts to obtain such approval

EXHIBIT 6-2



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IN WITNESS WHEREOF the Parties hereto have executed this Agreement by their duly authorized




By: ___________________________________

( )

Witnessed: _____________________________

( )

Witnessed: _____________________________

( )


BUYER

By: ___________________________________

( )

Witnessed: _____________________________

( )

Witnessed: _____________________________

( )



accordingly.

APPENDIX A-1


APPENDIX A-1 / ATR72-201 / HS-TRB / 20 JUL 15 1 of 1

TERMS OF REFERENCE

As attached

APPENDIX A-2


APPENDIX A-2 / ATR72-201 / HS-TRB / 20 JUL 15 1 of 1

AIRCRAFT SPECIFICATION AND ADDITIONAL INFORMATION

As attached

APPENDIX B


APPENDIX B / ATR72-201 / HS-TRB / 20 JUL 15 1 of 1

WARRANTY BILL OF SALE

Thai Airways International Public Company Limited (Seller), a public limited company

organized and existing under the laws of Thailand, in consideration of One Dollar and other good and

valuable considerations, receipt of which is hereby acknowledged, does hereby grant, bargain, sell and

assign with full title guarantee to [________________], a corporation incorporated under the laws of

the [________________] (Buyer), its successors ,and assigns all rights, title and interests in and to the

following described property (including appliances, parts, instruments, appurtenances, accessories,

furnishings, or other equipment or property installed on or attached to said Aircraft and engines:

Aircraft

Manufacturer’s

Model No.

Aircraft

Registration

Markings

Aircraft

Manufacturer’s

Serial No.

Engine

Manufacturer’s

Model No.

Engine Manufacturer’s

Serial No.

ATR72-201 HS-TRB 167 PW 124 124371

124269

Manufacturer’s Model Number ……………..

TO HAVE AND TO HOLD said property to the Buyer, its successors and assigns, to its

and their own use forever.

The interest of the Seller in said property, and the interest transferred by this bill of Sale, is

that of absolute ownership.

That Seller hereby warrants to Buyer, its successors and assigns, that there is hereby

conveyed to Buyer on the date hereof, good title to the aforesaid aircraft, engines, appliances, parts,

instruments, appurtenances, accessories, furnishings and/or other equipment or property, free and clear

of all liens, encumbrances and rights of others, and that it will warrant and defend such title forever

against all claims and demands whatsoever.

This Bill of Sale will be governed by the laws of [___________] and will be deemed

executed and delivered at ____________, _____________, regardless of where executed counterparts

hereof may be delivered for convenience of closing.

IN WITNESS WHEREOF, SELLER has caused its corporate name to be subscribed hereto

by its duly authorized representative this _________ day of _________________, 2015.

Thai Airways International

Public Company Limited (SELLER)

By: _________________________

Title: _________________________

APPENDIX C



APPENDIX C / ATR72-2000 / HS-TRB 1 of 3

All documents listed below will be provided in English.

Type A means that only one copy shall be provided with the first Aircraft or applicable Aircraft.

Type B means that a single copy will be delivered with each Aircraft or Engine.

ITEM AIRCRAFT CERTIFICATES TYPE

1 Certificate of Airworthiness B

2 Certificate of Registration B

3 Special Flight Permits B

4 Noise Certificate or AFM Noise Certification B

5 Radio Station License and BRNAV approval B

6 AFM weight limitations ad operating limitations pages A

ITEM LEGAL DOCUMENTS (COMMERCIAL TRACE) TYPE


8 Bill of Sale from previous owners (if available) B

9 Lease Return - Technical Acceptance Certificates (if available) B

10 Utilization reports from previous owners or management companies (if available) B

11 Aircraft status reports generated at each lease start or lease end B

ITEM AIRCRAFT STATUS TYPE

12 Ferry Flight Statements of Aircraft/Engines/APU B

13 Aircraft Non-Incident (NIS) / Accident Statement B

14 Statement of Aircraft/Engines/APU Oils & Fluids B

15 Aircraft Maintenance Check Status (Phase or Block A, C, D) and Forecast B

16 Aircraft Maintenance release to service certificate (last A, C and D Checks) B

17 Aircraft Airworthiness Directive Status B

18 Aircraft Service Bulletin Status B

19 Aircraft Engineering Order Status (TO - Technical Order) B

20 Aircraft Modification by Supplemental Type Certificates (STC) A

21 Aircraft Structural Damage Report and External Repair (if available) B

22 Non-SRM / FAA 8110-3/ FAA 337 Approval for Structural Repairs B

23 Aircraft Inventory List of Hard Time Components B

24 Inventory List of On-Condition / Condition Monitored Components B

25 Aircraft Hours & Cycles Utilization Report (since new) B

26 Aircraft out of Phase Checks Status B

27 Aircraft List of Deferred Maintenance Items B

28 Aircraft Preservation/Reactivation (short/long term) Supporting Data B


29 Aircraft Log Book [English Language] B

30 Technical Log (minimum 2 years) B

31 A Checks Work Packages B

APPENDIX C





32 C Checks Work Packages B

33 D Checks Work Packages [SSI / SSID / or equivalent] B

34 Periodic Task Cards A

35 Dirty Fingerprints for Airworthiness Directives B

36 Last Weighing Report including Schedule B

37 Last Test Flight Report (if available) B

38 Last Compass Swing Card B

39 Last Digital Flight Data Recorder Read-Out (Soft copy) B

ITEM AIRCRAFT CONFIGURATION STATUS TYPE

40 Layout of Passenger Arrangement Drawing - LOPA B

41 Emergency Equipment Layout / Drawing B

42 Inventory List of Avionic Components B

43 Inventory List of Loose Cabin Equipment B

44 Burns Certification IAW FAR / JAR Part 25 B

45 Seat Dress/Cover Materials Certs B

46 Carpets Certs B

47 Curtains Certs B

48 Flight Attendant Seats Certs B

ITEM AIRCRAFT MANUFACTURER'S DELIVERY DOCUMENTS TYPE

49 Manufacturer’s Initial Equipment List / Readiness Log B

50 Manufacturer's Service Bulletin report A

51 Aircraft Historical Log [miscellaneous log] B

52 Manufacturer's Weighing Report (from delivery) B

ITEM ENGINE RECORDS TYPE

53 Engine Maintenance History status (HRS & CYCLS) B


55 Engine Log Book B

56 Engine Current Life Limited Parts Status B

57 Engine traceability Back to Birth for all life Limited Components to include all on

log/off log Disk Sheets (Installation/Removal) B

58 Engine Non Incident Statement / Certification Statement B

59 Statement of Engine Oil used A

60 Statement of Power Thrust Rating Operation/usage A

61 Engine Operator AD Compliance report & sign offs B

62 Engine Operator Modification, EO and/or SB status report (last shop visit) B

63 Engine Borescope Written Reports and Videos B

64 Engine Manufacturer's AD status report B

65 Engine Manufacturer's Modification & SB status report (TBD) B

66 Complete copies of all shop visit and field repair mini packages, including CRS, AD, SB

status B

67 Engine Test Cell Run Report B

APPENDIX C




ITEM COMPONENT RECORDS TYPE

68 EASA FORM 1 or FAA8130-3 or Thai DCA FORM ONE for Hard Time components

IAW item # 23 (last shop visit) B

ITEM LANDING GEAR TYPE

69 Landing Gear hours & Cycles Maintenance History Status (last shop visit) B

70 Life Limited Parts status from operator B

71 Certificate of Release to Service for Landing Gear Assembly B

72 Last Overhaul Shop Records, including LLP and SB Status B

ITEM MANDATORY MANUALS TYPE

73 Aircraft Flight Manual A

74 Airline Aircraft Operation Manual A

75 Quick Reference Handbook A

76 Weight and Balance Manual A

77 MMEL & Dispatch Deviation Procedures Guide A

78 Aircraft Maintenance Manual A

79 Supplemental Type Certificate Data (if available) A

80 Aircraft Illustrated Parts Catalogue A

81 Aircraft Wiring Diagram Manual A

82 Aircraft Structural Repair Manual A

83 Engine Maintenance Manual A

84 Engine Illustrated Parts Catalog A

85 Maintenance Planning Document [MPD] A

86 Aircraft Schematic Manual A

ITEM NON-MANDATORY MANUALS TYPE

87 Overhaul Manuals A

88 Supplementary Tooling Documentation (if available) A

89 System Test Equipment Document (if available) A

ITEM MISCELLANEOUS TYPE

90 Copy of operators maintenance program and maintenance schedule (MRGL) A

91 Cross reference of operator against manufacturer's MPD card numbers A

92 Air Operator's Certificate A

93 EASA / FAA 145 Repair Station Certificate A

APPENDIX D-1


APPENDIX D-1 / ATR72-201 / HS-TRB / 20 JUL 15 1 of 2

AIRCRAFT TECHNICAL ACCEPTANCE CERTIFICATE

This Technical Acceptance Certificate is delivered, on and as of the date set forth below by

[ ____________ ] (“Buyer”), to Thai Airways International Public Company Limited, (“Seller”),

pursuant to that Used Aircraft Purchase Agreement dated [____________] between Seller and Buyer

(“the Agreement”). The terms used in this Technical Acceptance Certificate shall have the meaning

given to such terms in the Agreement between Buyer and Seller dated [ ____________ ] unless

otherwise specified herein.

1. Details of Acceptance

Buyer hereby indicates and confirms to Seller, that Buyer has at ______ hours on this

[______________], at Bangkok, unconditionally and irrevocably accepted the physical, technical and

operational condition of the Used Aircraft Package as in conformity for purchase under the Agreement

without any reservation, such Used Aircraft Package being One (1) ATR72-201 Aircraft bearing Thai

Registration Number HS-TRB and with Manufacturer’s Serial Number 167.

2. Confirmation of Undertakings

Buyer confirms that as at _________ hours (Bangkok time) today, being the Technical

Acceptance Date that:

(i) The physical, technical and operational condition of the Used Aircraft Package was duly

accepted by Buyer in accordance with and subject to the provisions of the Agreement,

and the execution and delivery of this Technical Acceptance Certificate further confirms

Buyer’s unconditional and irrevocable acceptance of the physical, technical and

operational condition of the Aircraft as in conformity for purchase under the Agreement

without any reservation unless otherwise noted in the Commitment Letter attached

hereto. The Aircraft consists of the following components:

(a) Airframe: Manufacturer’s Serial No.: 167

Total hours : 24269


(b) Engines: 2 (two) PW 124


Total hours : 16442



Total hours : 16055


APPENDIX D-1



(c) Parts: all appliances, parts, furnishings, instruments, accessories, and other

equipment of whatever nature whatsoever (other than complete Engines

or engines and cargo and baggage carriers) which may from time to

time be incorporated in or installed on or attached to the Airframe or

any Engine;

(d) The Aircraft Documentation set forth in Appendix C of the Agreement.

(ii) Buyer’s duly appointed and authorized technical experts have inspected the Used

Aircraft Package to ensure that the Used Aircraft Package conforms to requirements of

the Agreement, and the Aircraft is in the condition required by the Agreement with the

exception of the discrepancies (if any) set out in the Commitment Letter attached to this

Technical Acceptance Certificate; and

(iii) Buyer unconditionally and irrevocably assumes all risk of defect or deficiency in the

Aircraft and of damage to the Aircraft.

This Technical Acceptance Certificate is executed by Buyer in the original.

IN WITNESS WHEREOF, Buyer has caused this Technical Acceptance Certificate to be executed in


as of the date written in Paragraph 1 above.

For and on behalf of [________]

By: ____________________________

( )

Witness: ____________________________

( )

Witness: ____________________________

( )

APPENDIX D-2



DELIVERY ACCEPTANCE CERTIFICATE

This Delivery Acceptance Certificate is delivered, on and as of the date set forth below by

[___________] (“Buyer”), to Thai Airways International Public Company Limited, (“Seller”), pursuant

to that Used Aircraft Purchase Agreement dated [________] between Seller and Buyer (“the

Agreement”). The terms used in this Delivery Acceptance Certificate shall have the meaning given to

such terms in the Agreement between Buyer and Seller dated [________] unless otherwise specified

herein.

Details of Acceptance

Buyer hereby indicates and confirms to Seller, that Buyer has at ___________ hours (GMT) on this

___________ day of ________, 2015, at the Delivery Location accepted from Seller title to and

possession of the Used Aircraft Package consisting of the following components :

(i) Airframe: Manufacturer’s Serial No. 167;

(ii) Engines: 2 (two) PW 124 engines bearing respectively, Engine Serial Nos. 124371

and 124269;

(iii) Parts: all appliances, parts, furnishings, instruments, accessories, and other




(iv) The Used Aircraft Documents set forth in Appendix C of the Agreement.

This Delivery Acceptance Certificate is executed by Buyer in the original.

IN WITNESS WHEREOF, Buyer has caused this Delivery Acceptance Certificate to be executed in


as of the ______ day of ____________, 2015.

For and on behalf of [ ]

By: ____________________________

( )

Witness: ____________________________

( )

APPENDIX D-3



AIRCRAFT AND TECHNICAL DOCUMENTATION

DELIVERY RECEIPT

BUYER (BUYER) hereby accepts and acknowledges receipt from Seller, in accordance with the terms

and conditions of the ATR72-201 Purchase Agreement dated [__________], 2015, between the parties

hereto, of one (1) ATR72-201 Model Aircraft;

Registration Markings HS-TRB

Manufacturer’s Serial Number 167

With 2 (two) installed PW 124 model engines bearing, Manufacturer’s Serial Numbers:

Position (1) 124371

Position (2) 124269

Together with the Technical Documentation applicable to the Aircraft as described on Attachment 1

hereto and with the operating times and cycles as accumulated on the Aircraft up to the time of Delivery

as described on Attachment 2 hereto in -----------, on ----------, at + /a.m./ /p.m./ .

_____________________________ ______________________________

[ ] (Buyer) Thai Airways International

Public Company Limited (Seller)

By __________________________ ______________________________

Its __________________________ ______________________________

APPENDIX E-1


APPENDIX E-1 / ATR72-201 / HS-TRB / 20 JUL 15 1 of 1

SELLER’S CONDITIONS PRECEDENT

The Seller’s Conditions Precedent are for the exclusive benefit of Seller, and Seller may in its

sole discretion (a) waive in writing any of the Seller’s Conditions Precedent in whole or in part

and/or (b) grant in writing extensions of time to Buyer in order to cure the defects in any

documents not in a form and substance acceptable to Seller.

1. The receipt by Seller from Buyer on or before Technical Acceptance Date of the

following:

(i) A copy of a power of attorney executed by a duly authorised officer of Buyer

setting out the name of the Person or Persons authorised to sign this Agreement

on Buyer’s behalf and any notice or document pursuant hereto unless executed

by the then current President and Chief Executive officer.

(ii) True, accurate and up to date copies of Buyer’s certificate of formation, Articles

of Organization and/or other constitutional documents;

(iii) True, accurate and up to date copies of resolutions of Buyer’s board of directors

authorising Buyer to enter into and perform this Agreement and the transactions

contemplated hereby;

(iv) Copies of a power or powers of attorney in favour of such Person or Persons

whom Buyer authorises to accept physical, technical and operational delivery of

the Used Aircraft Package, execute and deliver the Technical Acceptance

Certificate, accept delivery of the Used Aircraft Package, the Warranty Bill of

Sale and execute and deliver the Delivery Acceptance Certificate; and

2. The receipt by Seller from Buyer on the Technical Acceptance Date of the following:

(i) Payment of the Purchase Price Balance; and

(ii) Technical Acceptance Certificate substantially in the form set out in Appendix

D-1.

3. The receipt by Seller from Buyer on the Delivery Date and contemporaneous with

Delivery of the Used Aircraft Package of the Delivery Acceptance Certificate executed

by Buyer substantially in the form set out in Appendix D-2.

APPENDIX E-2


APPENDIX E-2 / ATR72-201 / HS-TRB / 20 JUL 15 1 of 1

BUYER’S CONDITIONS PRECEDENT

The Buyer’s Conditions Precedent are for the exclusive benefit of Buyer, and Buyer may in its

sole discretion (a) waive in writing any of the Buyer’s Conditions Precedent in whole or in part

and/or (b) grant in writing extensions of time to Seller in order to cure the defects in any

documents not in a form and substance acceptable to Buyer.

1. The receipt of Buyer from Seller on or before Delivery Acceptance of the following:

(i) A copy of a power of attorney executed by a duly authorised officer of Seller

setting out the name of the person or persons authorised to sign this Agreement

on Seller’s behalf and any notice or document pursuant hereto;

(ii) True, accurate and up to date copies of Seller’s certificate of incorporation,

memorandum and articles of association and/or other constitutional documents;

(iii) Copies of a power or powers of attorney in favour of such person or persons

whom Seller authorises to accept the Technical Acceptance Certificate and

execute the Warranty Bill of Sale, and to deliver the Used Aircraft Package and

accept the Delivery Acceptance Certificate;

(iv) Summary of the material terms of Seller’s insurance policies covering the Used

Aircraft to be prepared by Seller.

2. The delivery of the Used Aircraft Package to the Delivery Location.

3. The receipt by Buyer from Seller before the Delivery Date of an agreed form of

deregistration statement from the DCA.

4. The receipt by Buyer from Seller on the Delivery Date the Warranty Bill of Sale. The

receipt by Buyer of all of the material required by Appendix C hereto.

5. The receipt by Buyer of fully executed transaction documents.

APPENDIX F


APPENDIX F / ATR72-201 / HS-TRB / 20 JUL 15 1 of 1

DEREGISTRATION POWER OF ATTORNEY

THIS POWER OF ATTORNEY is made this _________day of ______________, 2015 AT THAI

AIRWAYS INTERNATIONAL PUBLIC COMPANY LIMITED.

The undersigned, Thai Airways International Public Company Limited (“Seller”) refers to the Used

Aircraft Purchase Agreement dated the __________, 2015 between _________ (“Buyer”) and Seller in

respect of one ATR72-201 aircraft with Thai Registration Number HS-TRB and bearing Manufacturer’s

Serial Number 167 (the “Agreement”). The terms used in this Power of Attorney shall have the meaning

given to such terms in the Agreement unless otherwise specified herein.

Seller hereby appoints Buyer (in its capacity as buyer of the Used Aircraft), as its true and lawful

attorney to execute and deliver any documents, instruments or certificates with such amendments hereto

(if any) and to do and perform any acts or things (in each case, upon its behalf and in its name) which

are required to obtain deregistration of the Used Aircraft from the register of aircraft maintained by the

Department of Civil Aviation of the Kingdom of Thailand (“DCA”)

This Power of Attorney shall become effective upon (i) the contemporaneous payment of the Purchase

Price Balance by Buyer to Seller and Delivery of the Used Aircraft Package by Seller to Buyer in

accordance with the terms of the Agreement and (ii) Seller failing to deregister the Used Aircraft from

the register of aircraft maintenance by the DCA immediately upon Delivery in compliance with Clause

4.13 of the Agreement and shall expire immediately upon the deregistration of the Used Aircraft from

the register of aircraft maintained by the DCA.

This Power of Attorney shall be governed by and construed in accordance with the laws of the Kingdom

of Thailand.

IN WITNESS whereof, this Power of Attorney has been duly executed the day and year first above

written.


THAI AIRWAYS INTERNATIONAL

PUBLIC COMPANY LIMITED

____________________________

( )

Attorney-in-Fact

Witness: ____________________________

( )

EXHIBIT 7

FORM OF STANDBY LETTER OF CREDIT

E7 FORM OF STANDBY LETTER OF CREDIT / ATR72-201 / PW124B SPARE ENGINES / 20 JUL15 1 of 1

[ ________ ], 2015

To: THAI AIRWAYS INTERNATIONAL PUBLIC COMPANY LIMITED (“Beneficiary”);

From: [name of issuing Bank (“Bank”)]

Re: Request for Proposal for the Sale of the lot of 2 (two) ATR72-201 Used Aircraft dated [

_________ ], 2015

We, [name of Bank], at the request and for the account of [name of Buyer] (“Buyer”) hereby issue this

irrevocable Standby Letter of Credit (“Guarantee”) No.[ ___________ ] in favour of Beneficiary in

the amount of USD 50,000 (Fifty Thousand United States Dollars) per Proposal (the “Amount”).

Funds under this Standby Letter of Credit shall be made available to you against your written demand

for payment in the form of a signed letter from you addressed to Bank which must:

(a) state that the demand relates to this irrevocable Standby Letter of Credit No.[ _________ ];

(b) certify that Buyer has either (i) withdraw his Bid during the bidding process or (ii) failed to

enter into a binding memorandum of understanding with Beneficiary in respect of the sale or

purchase of the Aircraft within the time period as stipulated by the Beneficiary or (iii) failed

to pay when due to Beneficiary the deposit due in respect of Buyer’s successful bid to

purchase the Aircraft; and

(c) state the bank account where payment hereunder is to be credited.

We hereby irrevocably undertake to you that documents presented at this office at any time before

expiry of this Standby Letter of Credit in compliance with the terms and conditions of this Standby

Letter of Credit shall be duly honoured and upon receipt of such documents we shall credit the

Amount in full without deduction for or on account of, any present or future taxes, duties, changes,

fees, deductions or withholdings of any nature and by whomsoever imposed in United States Dollars

according to your instruction.

This Standby Letter of Credit shall become effective on and from the date hereof and will expire at

close of business in Bangkok on _____________, (at least 120 calendar days from the date of Proposal

Submission)

Wherever used in this Standby Letter of Credit, the terms “USD” and “United States Dollars” mean

the lawful currency for the time being of the United States of America.

This Standby Letter of Credit is governed by and shall be construed in accordance with the laws of

England provided that the UCP (Uniform Customs and Practice for Documentary Credits) shall

prevail in the case of conflict between the UCP and such law.

Kind regards,

[name of Bank]

EXHIBIT 8-1

PROPOSAL FOR PURCHASE OF USED AIRCRAFT

E8-1 PROPOSAL FOR PURCHASE OF USED AIRCRAFT / ATR72-201 HS-TRA / 20 JUL 15 1 of 2

This form is to be completed for each individual aircraft and submitted in a sealed envelope with clear

identification of

1) Name of Bidder

2) Aircraft Type

3) “Proposal for Purchase of Used Aircraft”

Contact Information

Company Name:

Registered Address:

Governing Country:

Contact Point:

Mailing Address and e-Mail:

Aircraft Information

Aircraft Type: ATR72-201

Aircraft Registration: HS-TRA

Manufacturer Serial Number:

Finance Information

Agency:

☐ Yes ☐ No If Yes, please describe and specify cost.

Price Offered:

USD in figures (in words)

Deposit: (at least 20% of purchase price)


Purpose of Purchase :

☐ Continue Operation

☐ Part Out

EXHIBIT 8-1


E8-1 PROPOSAL FOR PURCHASE OF USED AIRCRAFT / ATR72-201 HS-TRA / 20 JUL 15 2 of 2

Flight Operation Information

Ferry Flight: ☐ Yes ☐ No

If Yes, please specify destination and condition required.

Maintenance Information

Additional Requirement of

Maintenance Services : ☐ Yes ☐ No If Yes, please identify.

Engine Borescope Inspection:

(after awarded) ☐ Yes ☐ No

Any Loose Cabin Equipment

Required: Following items will not be provided.

Medical Kit

First Aid Kit

Oxygen Bottle

Fire Extinguisher

Life Vest

Galley Insert

Wheel Chair

Mega Phone

☐ Yes ☐ No If Yes, please specify required item(s).

Technical Documentation

needed other than listed in

Appendix C to UAPA:

☐ Yes ☐ No If Yes, please specify.

Additional Terms and

Conditions other than stated in

Terms of Reference (TOR),

Memorandum of Understanding

(MOU) and Used Aircraft

Purchase Agreement (UAPA):

Others:

Signed by authorized signatory ____________________________

( )

Date ____________________________

EXHIBIT 8-2


E8-2 PROPOSAL FOR PURCHASE OF USED AIRCRAFT / ATR72-201 HS-TRB / 20 JUL 15 1 of 2


identification of

1) Name of Bidder

2) Aircraft Type

3) “Proposal for Purchase of Used Aircraft”

Contact Information

Company Name:

Registered Address:

Governing Country:

Contact Point:



Aircraft Type: ATR72-201

Aircraft Registration: HS-TRB

Manufacturer Serial Number: 167

Finance Information

Agency:


Price Offered:






☐ Part Out

EXHIBIT 8-2


E8-2 PROPOSAL FOR PURCHASE OF USED AIRCRAFT / ATR72-201 HS-TRB / 20 JUL 15 2 of 2


Ferry Flight: ☐ Yes ☐ No







Any Loose Cabin Equipment

Required: Following items will not be provided.

Medical Kit

First Aid Kit

Oxygen Bottle

Fire Extinguisher

Life Vest

Galley Insert

Wheel Chair

Mega Phone

☐ Yes ☐ No If Yes, please specify required item(s).



Appendix C to UAPA:








Others:


( )

Date ____________________________

EXHIBIT 8-3

PROPOSAL FOR PURCHASE OF USED ENGINE

E8-3 PROPOSAL FOR PURCHASE OF USED ENGINE / PW124B PCE-124268 / 20 JUL 15 1 of 2


identification of

1) Name of Bidder

2) Aircraft Type

3) “Proposal for Purchase of Used Engine”

Contact Information

Company Name:

Registered Address:

Governing Country:

Contact Point:



Engine Model: Pratt & Whitney PW124B

Engine Registration: PCE-124268

Finance Information

Agency:


Price Offered:






☐ Part Out

EXHIBIT 8-3




Engine Delivery : ☐ Yes ☐ No









Appendix C to UAPA:








Others:


( )

Date ____________________________

EXHIBIT 8-4




identification of

1) Name of Bidder

2) Aircraft Type

3) “Proposal for Purchase of Used Engine”

Contact Information

Company Name:

Registered Address:

Governing Country:

Contact Point:



Engine Model: Pratt & Whitney PW124B

Engine Registration: PCE-124289

Finance Information

Agency:


Price Offered:






☐ Part Out

EXHIBIT 8-4




Engine Delivery : ☐ Yes ☐ No









Appendix C to UAPA:








Others:


( )

Date ____________________________

EXHIBIT 9

ATR72-201 AND PW124B SALE TIMELINE AND ACTIVITY

E9 SALE TIMELINE AND ACTIVITY / ATR72-201 HS-TRA, HS-TRB / PW124B SPARE ENGINES / R1_09 AUG 15 1 of 1

MOU Execution (10 business days after awarded)

& Deposit Payment (at least 20% of purchase price)

AWARD APPROVAL

MOU Execution (10 business days after awarded)

& Deposit Payment (at least 20% of purchase price)

Borescope Inspection &Pre‐Document Review

(to be performed no later than 30 calendar days

after Award Announcement)

Delivery in Thailand

UAPA & Side Letter Execution

(within 30 calendar days)

Submit Inspection Guarantee * 50,000 USD within 20 AUG 15

21 SEP 15

7 ‐ 11 SEP 15

Award Conclusion

Proposal Submission (Bid Bond: 50,000 USD per Proposal)

AESC Open Bid

within 4 SEP 15

14 ‐ 18 SEP 15

UAPA Execution


Final Document Review

Balance Payment, Delivery & Title Transfer

(within 30 calendar days after execution of UAPA)

Tax Declared Logo wiped off

• Activated Ferry Flight • Payment of Maintenance Service

Payment of Ferry Flight Fee

Ferry Flight, Balance Payment & Title Transfer

Delivery outside Thailand (Ferry Flight)

* Require number of Inspectors and colored copies of their passports

Invitation Launch

Aircraft & Documents Inspection

20 JUL – 1 SEP 15

THAI

Negotiation

Bidder

Tentative

17 ‐ 28 AUG 15

(within 30 calendar days after execution of MOU)

(within 14 calendar days after execution of UAPA) Technical Acceptance

Final Document Review

EXHIBIT 10

TECHNICAL DOCUMENTATION FOR AIRCRAFT INSPECTION

E10 TECHNICAL DOCUMENTATION FOR AIRCRAFT INSPECTION / ATR72-201 / PW124B SPARE ENGINES / 20 JUL 15 1 of 2

The Technical Documentation hereinafter will be provided to the interested Bidder for Aircraft and

Documents Inspection only. All items will be provided in English.

The complete documentation for Aircraft Release and Delivery as listed in Appendix C attached with

the Used Aircraft Purchase Agreement (UAPA) will be provided to the awarded Bidder after UAPA

execution.

ITEMS AIRCRAFT MAINTENANCE RECORDS

1 LIST OF TECHNICAL ORDER

2 LAST C-CHECKS WORK PACKAGE. JOB CARDS WOULD BE USED FOR BUYER'S

MAINTENANCE PROGRAM BRIDGING PURPOSES ONLY (MRGL)

3 LAST D-CHECKS WORK PACKAGE. JOB CARDS WOULD BE USED FOR BUYER'S

MAINTENANCE PROGRAM BRIDGING PURPOSES ONLY (MRGL)

4 AIRCRAFT' AIRWORTHINESS DIRECTIVE (AD) STATUS

5 AIRCRAFT' MANUFACTURER'S MODIFICATION & SERVICE BULLETINS (SB) STATUS

6 LIST OF MAJOR MODIFICATION AND/OR SUPPLEMENTAL TYPE CERTIFICATE (STC'S)

7 UTILIZATION LOG (CURRENT LOG) FOR LAST 2(TWO) YEARS PERIOD ONLY

8 LIST OF MAJOR REPAIRS ACCOMPLISHED ON THE AIRFRAME.

ITEMS ENGINE MAINTENANCE RECORDS

1 ENGINE RELEASE CERTIFICATE FROM THE LAST SHOP VISIT

INCLUDING CURRENT ENGINE HOURS AND CYCLES

2 ENGINE LAST SHOP VISIT REPORT

3 ENGINE LIFE LIMITED PARTS STATUS

4 ENGINE AIRWORTHINESS DIRECTIVE (AD) STATUS

5 ENGINE MANUFACTURER'S MODIFICATION & SERVICE BULLETINS (SB) STATUS

6 ENGINE LAST BORESCOPE INSPECTION REPORT

7 ENGINE VIDEO BORESCOPE INSPECTION

8 ENGINE TREND MONITORING

9 ENGINE MAX POWER ASSURANCE (IF ENGINE TREND MONITORING NOT AVAILABLE)

ITEM APU MAINTENANCE RECORDS

1 APU HOURS & CYCLES STATUS

2 APU LAST SHOP VISIT REPORT

3 APU LIFE LIMITED PARTS STATUS

4 APU AIRWORTHINESS DIRECTIVE (AD) STATUS

5 APU MANUFACTURER'S MODIFICATION & SERVICE BULLETINS (SB) STATUS

EXHIBIT 10

TECHNICAL DOCUMENTATION FOR AIRCRAFT INSPECTION

E10 TECHNICAL DOCUMENTATION FOR AIRCRAFT INSPECTION / ATR72-201 / PW124B SPARE ENGINES / 20 JUL 15 2 of 2

ITEM LANDING GEAR MAINTENANCE RECORDS

1 LANDING GEAR HOURS & CYCLES STATUS

2 LANDING GEAR LAST OVERHAUL SHOP VISIT REPORT

3 LANDING GEAR LIFE LIMITED PARTS STATUS

4 LANDING GEAR AIRWORTHINESS DIRECTIVE (AD) STATUS

5 LANDING GEAR MANUFACTURER'S MODIFICATION & SERVICE BULLETINS (SB) STATUS

ITEM COMPONENTS

1 LIST OF AVIONCS COMPONENTS

2 LIST OF HARD TIME COMPONENTS

3 LIST OF "OC" AND "CM" COMPONENTS

4 LIST OF LOOSE CABIN EQUIPMENTS

ITEM AIRCRAFT CERTIFICATES

1 CERTIFICATES OF REGISTRATION

2 CERTTIFICATE OF AIRWORTHINESS

3 EXPORT CERTTIFICATE OF AIRWORTHINESS (IF REQUIRED BY BUYER)

4 RADIO LICENSES

5 NOISE CERTIFICATE OR AFM NOISE CERTIFICATION

6 INSURANCE CERTIFICATE

7 AIR OPERATOR'S CERTIFICATE

ITEM LETTER/STATEMENTS

1 LETTER STATING THAT THE AIRCRAFT HAS NO LOANED OR LEASED

EQUIPMENT

2 LETTER STATING THAT THE AIRCRAFT HAS BEEN OPERATED AND

MAINTAINED UNDER AN APPROVED MAINTENANCE PROGRAM

3 AIRCRAFT NON INCIDENT/ACCIDENT STATEMENT (NIS)

IF INVOLVED IN AN ACCIDENT, REPAIR DATA I.A.W MANUFACTURER'S

REPAIR RECOMMENDATIONS WILL BE PROVIDED.

4 STATEMENT OF NON-MILITARY USE OF SUCH AIRCRAFT,ENGINE, OR COMPONENTS

5 STATEMENT OF NO NON-APPROVED FAA OR EASA PARTS