Thai Airways Boeing 747s For Sale

Ref.
DT/CI/AESC-088/2015
7th September 2015
Subject :
An Invitation to Participate in Bidding of Outright Purchase of 2 (two) Boeing

B747-400BCF Used Aircraft
Dear Sir/Madam;
We, Thai Airways International Public Company Limited (THAI) are pleased to invite you (the Bidder)
to submit a bid (the Proposal) for the outright purchase of 2 (two) Boeing B747-400BCF Used Aircraft.
The term Used Aircraft means and includes all or each, as the context may require, of the used Boeing
B747-400BCF aircraft specified in the attachments to this Letter of Invitation.
It is the intention of THAI that all 2 (two) Boeing B747-400BCF Used Aircraft shall be sold together at
the same time provided that the offer is to be separately made for each individual.
However, a proposal for a purchase of only one aircraft is acceptable to consider.
Together with this Letter of Invitation, please find the following information/data with terms and
conditions serving and applicable as basic terms for the Bid.
1)
2)
3)
4)
5)
6)
7)
8)
9)
10)
Exhibit 1
Exhibit 2
Exhibit 3
Exhibit 4
Exhibit 5
Exhibit 6
Exhibit 7
Exhibit 8
Exhibit 9
Exhibit 10
:
:
:
:
:
:
:
:
:
:
Terms of Reference (TOR)

Aircraft Specification and Additional Information (Exhibit 2-1 and 2-2)
Non-Disclosure Agreement (NDA)
Notification of National Anti-Corruption Commission
Draft of Memorandum of Understanding (MOU)
Draft of Used Aircraft Purchase Agreement (UAPA) (Exhibit 6-1 and 6-2)
Form of Standby Letter of Credit
Form of Proposal (Exhibit 8-1 and 8-2)
B747-400BCF Sale Timeline and Activity
Technical Documentation for Aircraft Inspection
The interested bidder is invited for submission of a proposal for purchase of the Used Aircraft
(Proposal) in accordance with the Terms of Reference and all the conditions and/statements as
described in the Letter of Invitation as well as all the Exhibits being attached herewith.
For further information and details, please access website: www.thaiaircrafttrading.com.
Thank you in advance for the attention and participation.
Sincerely Yours,
Flg. Off. Chalermpon Intarawong

Executive Vice President
Technical Department
Thai Airways International Public Company Limited
Chairman of Aircraft Sale & Lease and Engine Sale Committee
EXHIBIT 1
TERMS OF REFERENCE (TOR)
1.
Objectives:
Thai Airways International Public Company Limited (THAI) are pleased to invite you
(Bidder) for participation to a bid of the outright purchase of 2 (two) Boeing B747-400BCF
Used Aircraft (the Bid).
The interested Bidder is invited for submitting an offer for the outright purchase (Proposal)
according to the terms and conditions stated in this TOR and attached Exhibits.
2.
Aircraft Specification and Additional Information:

Specification of Used Aircraft together with additional information as well as overdue
maintenance is described in Exhibit 2-1 and 2-2 (Aircraft Specification and Additional
Information) being attached herewith the Invitation Letter.
All the Used Aircraft are offered for sale on an As-Is, Where-Is condition. Only long term
storage maintenance package was performed after the Aircraft has been grounded and the
Engine has been removed.
Based on the information given in Exhibit 2-1 and 2-2 if the Bidder requires for any maintenance
or activities to be performed by THAI, such is subject to charge separately under mutually agreed
terms and conditions. In this regard, the Bidder is required for stating clear such the
requirement in the Form of Proposal, Exhibit 8-1 and 8-2.
3.
Qualification of Bidder:
3.1
3.2
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
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.
E1 TERMS OF REFERENCE / B747-400BCF HS-TGH, HS-TGJ / 07 SEP 15
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EXHIBIT 1
4.
Bindings:
4.1
Proprietary Information: Terms and conditions including information, data and

documents as herein provided by THAI to the interested Bidder or hereafter are only for
the purpose of submitting a Proposal and considered property of THAI. It is prohibited
that the interested Bidder or any receiver of such further forward or make a copy of THAI
proprietary information, data or documents to any third party for any other purpose without
a prior written consent by THAI. Failing to comply of which may consider disqualification
of the Bid and may be subject to legal proceedings in accordance with applicable law.
4.2
Non-Disclosure Agreement (NDA): The Bidder shall execute the NDA as described in
Exhibit 3 being attached with the Invitation Letter and send the signed Agreement to THAI
at the time of submission of the Proposal.
4.3
Notification of National Anti-Corruption Commission: If the awarded Bidder is a Thai

national person or has the agent situated in Thailand, the awarded Bidder is required to
follow to the Notification of National Anti-Corruption Commission as appeared in Exhibit
4 being attached with the Invitation Letter.
4.4
Execution of Documents: The awarded Bidder is required for signing a Memorandum of

Understanding (MOU) on the terms and conditions described in Exhibit 5 and a Used
Aircraft Purchase Agreement (UAPA) on the terms and conditions as described in Exhibit
6 being attached to the Invitation Letter. Any terms or conditions neither acceptable nor
agreeable by the Bidder must be raised at the time of submitting a Proposal. Failing
of which, it is considered that all the terms and conditions in the drafts as shown in
Exhibit 5 and 6 are acceptable by the Bidder. THAI reserves a right to accept or reject
such the amendments and/or revisions.
4.5
Acceptance of the Used Aircraft: There will be 2 (two) phases of the acceptance; i.e.
1)
Technical Acceptance which is to be performed after execution of the UAPA and

prior to the agreed Delivery Date and the title transfer, and
2)
Acceptance of the Delivery of the Used Aircraft which is to be performed within 30

(thirty) calendar days after execution of the UAPA by the awarded Bidder or any
timeframe as otherwise, mutually agreed upon in writing. The awarded Bidder shall
accept delivery of the Used Aircraft and title thereto transferred from THAI under the
terms and conditions of the signed UAPA. In no event the Used Aircraft will be
delivered to the awarded Bidder prior to the complete settlement by the awarded
Bidder of all due payments according to the terms and conditions in the UAPA.
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EXHIBIT 1
4.6
Fly Away/Export: The awarded Bidder shall irrevocably and unconditionally undertakes
to physically export the Used Aircraft outside of Thailand and obtain customs clearance
thereof within 30 (thirty) calendar days of the Delivery Date. If not, the awarded Bidder
shall pay to THAI immediately upon demand, Value Added Tax (VAT) in addition to
the Purchase Price for such Used Aircraft, sufficient to discharge the value added tax
liability arising as a result of the sale by THAI and purchase by the awarded Bidder of such
Used Aircraft. The awarded Bidder shall provide an indemnity in favor of THAI in respect
of such tax liability.
The Bidder is well aware that THAI does not offer dismantlement/part out service.
However, there is no objection if the awarded bidder will do the dismantlement in Thailand
provided that proper action must be taken by the awarded Bidder according to all
applicable rules/regulations and laws with the total responsibility and liability of the
awarded bidder. If so performed, it is a must that the awarded Bidder 1) pay all applicable
taxes including Value Added Tax (VAT) for all parts removed and remained and/or
disposed in Thailand and 2) remove THAI logo as well as any of THAI property
signs/marks appearing on the Used Aircraft and parts prior to the dismantlement with the
awarded Bidder own costs and expenses.
4.7
Costs and Expenses: Any costs, expenses, fees and including Value Added Tax (VAT),
(currently) incurred as of and after the transfer of title of the Used Aircraft to the awarded
Bidder will be at the sole responsibility of the awarded Bidder. Applicable fee for the
process of Letter of Credit shall be borne by Bidder.
4.8
Aircraft Inspection and Documentation Review: The Bidder is well aware that the
Bidder is welcome to perform an inspection on the Used Aircraft as well as documentation
review prior to submission of the Proposal. The advance notification must be made to
THAI in compliance with the stated timeline and according to the terms on guarantee stated
in below article 5. and 7.2 of this TOR. By entering into the Bid, the Bidder totally
accepts that in case of neither inspection nor documentation review, once the Proposal
is submitted, there will be no such the demand from the Bidder. After the Award,
inspection and documentation review will be allowed to the awarded Bidder only after
the Memorandum of Understanding is signed by the awarded Bidder with a Deposit
paid and received.
4.9
Payment:
4.9.1
Deposit: Proposal must indicate the amount that a Bidder intends to pay as a
deposit (Deposit). The Deposit shall be at least 20% (twenty percent) of the
purchase price of each Used Aircraft. The Deposit is an important factor to
THAI in considering the Proposal.
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EXHIBIT 1
4.9.2
Balance: To proceed with a title transfer and delivery of the Used Aircraft, the
awarded Bidder shall pay the balance of the purchase price for each Used Aircraft
to THAIs bank account by telegraphic transfer in a cleared and immediately
available fund on or before the delivery date and the transfer of title of the relevant
Used Aircraft. In all event, term of payment for the balance must be no later
than 30 (thirty) calendar days after execution of the UAPA, if not otherwise
mutually agreed in writing.
The balance of the purchase price for each Used Aircraft shall mean the purchase price
subtracted by the amount equivalent to the percentage of the Deposit on that Used Aircraft
Price (Balance).
5.
Aircraft Inspection, Guarantee on Aircraft Inspection and Bid Bond:

5.1
THAI is open for the interested Bidder to perform a physical inspection of the Used
Aircraft as well as documentation review prior to submission of the Proposal.
5.2
To be entitled for the Aircraft Inspection and Document Review, any interested Bidder who
requires for performing an inspection of the Used Aircraft and/or documents review at
THAIs facility shall provide cash or an irrevocable standby letter of credit (Aircraft
Inspection Guarantee), which shall be issued or confirmed by an international commercial
bank acceptable to THAI in the Form of Standby Letter of Credit under Exhibit 7 being
attached to the Invitation Letter. The Inspection Guarantee shall be at the amount of USD
50,000 (Fifty Thousand United States Dollars) per Proposal.
THAI will accept the Aircraft Inspection Guarantee in United States Dollars (USD)
only.
The Aircraft Inspection Guarantee will turn into a Bid Bond once a Proposal is submitted
to THAI. In so case, the Bid Bond shall have a validity term of 120 (one hundred and
twenty) calendar days.
The Aircraft Inspection Guarantee will be returned to the interested Bidder in case such the
party decides not to submit a Proposal.
5.3
In case of no Aircraft Inspection Guarantee provided, a Bidder is required to provide

together with a Proposal, an irrevocable standby letter of credit or cash (Bid Bond),
which shall be issued or confirmed by an international commercial bank acceptable to
THAI in the Form of Standby Letter of Credit under Exhibit 7 being attached to the
Invitation Letter. The Bid Bond shall be at the amount of USD 50,000 (Fifty Thousand
United States Dollars) per Proposal.
THAI will accept the Bid Bond in United States Dollars (USD) only.
5.4
Wherever used in this letter and the Bid, the terms USD and United States Dollars
mean the lawful currency for the time being of the United States of America.
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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
5.7
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.
If there are no queries or questions during the inspection of the Used Aircraft and
Document Review, it is considered that the interested Bidder agrees to accept the Used
Aircraft and/or Spare Engines and supporting documents as per the conditions, format and
information given by the time of such inspection and review.
By entering into the Bid, the Bidder must be well aware and agree that the Used
Aircraft and/or Spare Engines are hereby offered for sale on an As Is Where Is
condition. Technical record and maintenance data will be provided up to the standard
of aviation as being the airlines operators. THAI will not be obligated to provide any
data beyond the requirements of standard practice of airlines operation. Subject to
the availability of record and data, THAI, up to the best effort will provide
traceability back to birth record and to the limit based on the information as
described herein. Technical Data in favor of commercial purpose is on the absolute
account of the Bidder only and will not be taken into consideration of the Used
Aircraft and/or Spare Engine value.
6.
Conditions on Submitting the Proposal:

6.1
Submission:
6.1.1
The Proposal must be received by THAI no later than 9th October 2015,
1600 hours, local time, referring to Hydrographic Time Navy Department,
Thailand. Open Bid through e-mail will not be accepted.
6.1.2
The Proposal must be submitted in a package of two sealed envelopes separating

between;
1)
Price Proposal - One Hard Copy Only:

One Sealed Envelope consists of only a completed Form of Proposal as in
the format shown in Exhibit 8 being attached to the Invitation Letter.
Bidder is welcome to propose for a single Used Aircraft/Engine or the
total fleet offered. Each Form for each offered Used Aircraft/Engine.
No package price for the fleet.
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EXHIBIT 1
2)
General Information Proposal - 11 sets of Hard Copy and One Soft Copy:
One Sealed Envelope consists of at least the following documents and
information.
2.1) Company Profile
2.2) Written evidence of the lawful Company Registration
2.3) Written evidence of the authorization given to the person who signs a
Proposal and the statement of absolute Power of Attorney
2.4) Signed Non-Disclosure Agreement (NDA)
2.5) Bid Bond, if not earlier provided as Aircraft Inspection Guarantee
2.6) Evidence Proof of Source of Fund
Missing of the above stated documents in Item 2.1) - 2.6) may cause
disqualification.
Any other information/documents considered favorable for the evaluation on
awarding is also acceptable.
6.1.3
The Proposal Package shall be addressed to the following person:

Flg. Off. Suwatchai Suwanmaitree
Director of Engineering Department (BKKTE)

Technical Department (ACM), Suvarnabhumi Airport
333/2 Moo 1, Nong Prue, Bangphli, Sumut Prakarn 10540
THAILAND
Telephone: +66 (0) 2137-6200
Mobile:
+66 (0) 8 9519-1285
6.2
Form of Proposal: The Proposal for Price must be in the form as described in Exhibit 8
being attached to the Invitation Letter.
Any erasure or overwriting or correction must be duly initialed by the authorized person
who signs the Proposal.
THAI reserves a right to request for further information and or documents to support the
evaluation of the Bid.
6.3
Method of Presentation: It is a must that each Sealed Envelope shall be clearly identified of
Bidders Name
Registration of the Used Aircraft on Bid
Date
Identification of either Price Proposal or General Information Proposal
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EXHIBIT 1
6.4
Minimum Terms of the Proposal:

6.4.1
Price: Proposal must contain full details of the purchase price in United States
Dollars for any of each Used Aircraft (Purchase Price) and/or all of 2 (two)
B747-400BCF Used Aircraft (s) (Total Purchase Price).
The price shall be in both figures and words. In case of discrepancies/
inconsistencies, the words in writing shall govern.
THAI will not accept the Proposal in a lump sum amount of the total 5 (five)
aircraft.
7.
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.
Procedures and Criteria/Basis:

The sale of the Used Aircraft /Engine shall proceed as follows:
7.1
Sale Timeline and Activity: A process of sale will be followed to the B747-400BCF Sale
Timeline and Activity as described in Exhibit 9 being attached to the Invitation Letter.
THAI reserves a right to adjust or amend the Sale Timeline from time to time without
giving a prior notification.
7.2
Aircraft Inspection and Maintenance Data Review:
The Bidder is welcome for performing an inspection of the Used Aircraft and
Maintenance Data review. However, such the inspection and review will be subject to
THAIs discretion how far and how much in details that THAI will offer.
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EXHIBIT 1
7.3
8.
The Bidder is required for giving a notification of requirement in advance for proper
arrangement provided that the notification is to be in line with the Sale Timeline given
by THAI.
In order to be entitled for such the inspection, the interested Bidder is to make an
advance notice together with a placement of Aircraft Inspection Guarantee.
Criteria:
The award will be based on a Proposal for each individual Used Aircraft.
THAI reserves a right to sell the Used Aircraft one by one, not the package.
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
9.
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.
Right to Cancel the Bid:

By entering into the Bid, the Bidder agrees that THAI may cancel the Bid without any further
liability or responsibility due to either of the following circumstances:
9.1
the awarded Bidder fails to sign the MOU within 10 (ten) Business Days after receiving a
notification of the award; or
9.2
the awarded Bidder fails to transfer the Deposit to THAI at the total amount committed in
the Proposal within 5 (five) Business Days after execution of the MOU; or
9.3
the awarded Bidder fails to sign the UAPA within 10 (ten) Business Days after execution
of the MOU or within the time frame as mutually agreed at the time of signing MOU.
In case of cancellation under the above circumstance(s), the awarded Bidder further agrees
that THAI shall have the absolute right to draw upon the Bid Bond and/or Deposit and to
keep and retain the Bid Bond and/or Deposit for THAIs own account and benefit the funds
represented by the Bid Bond.
Additionally, the awarded Bidder shall be responsible for all costs and expenses incurred
due to its failure to perform the obligations under this TOR.
Business Day(s) means a Day(s), other than a Saturday and Sunday which banks are open for business in Bangkok and Singapore .
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EXHIBIT 1
10. Unfair Competition:

Each entity submitting a Proposal will not have any mutual interest with any other entity
submitting a Proposal in relation to the purchase of the Used Aircraft or commit any act that will
constitute obstruction of fair competition. If it appears to or comes to the attention of THAI that
any Bidder or Bidders have committed an act which obstructs fair competition, such Bidder or
Bidders will be disqualified and may be subject to legal proceedings in accordance with
applicable law.
11. Enquiry and Clarification and Focal Point:

11.1 The following person and address is only a focal point:
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:
suwatchai.s@thaiairways.com
11.2 THAI will respond to the enquirer only. There will be no further copy to any other Bidders.
11.3 Any contact or enquiry to any person other than the above address will not be accepted or
responded.
12. Obligations: By entering into the Bid, the Bidder agrees and accepts that all the terms and
conditions in this TOR and in all Exhibits being attached to the Invitation Letter are fully
understood and accepted.
Any refusal or additional conditions must be addressed and made known to THAI in writing
at the time of submission of the Proposal in the Form of Proposal.
Bidder agrees to hold harmless THAI for any claim against liability by entering into the Bid.
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EXHIBIT 2-1
AIRCRAFT SPECIFICATION AND ADDITIONAL INFORMATION
Aircraft Specification
Registration
HS-TGH
Total Flight hours
104297
Serial Number
24458
Total Flight Cycle
16598
Effective Date
31AUG2015
Aircraft Identification:
Aircraft Model
B747-400SF
Current Operator
THAI AIRWAYS INTERNATIONAL PUBLIC
Engine Type
CF6-80C2B1F
Country of
Registration
Thailand
Manufacturing Delivery Date
22FEB1990
A/C Current Status
Stored since 31 March 2015
Operating Limitation:
Maximum Take Off Weight (MTOW)
868175 lbs.
394625 kg.
Maximum Landing Weight (MLW)
650632 lbs.
295742 kg.
Maximum Zero Fuel Weight (MZFW)
609314 lbs.
276961 kg.
Operating Empty Weight (OEW)
364100 lbs
165500 kg.
Maximum Fuel Capacity
358732 lbs.
163060 kg.
45000 ft.
13720 m.
57800 lbs.
26273 kg.
Maximum Operating Altitude

Engine Thrust
Engine and APU Status:

Engine No. 1
Engine No. 2
Engine No. 3
Engine No. 4
APU
Serial Number
702239
704797
704308
706305
PCE-900637
Installed Date
30JUL2015
05MAY2015
21APR2015
03MAY2015
05OCT2014
Total Time Since New
102858
69398
81548
60904
13399
Total Cycle Since New
16506
10263
12593
9444
14979
Hours Since Last Perf. Resto.
21891
4974
4226
20699
73
Cycle Since Last Perf. Resto.
3391
753
611
3454
75
Cycle To LLP Limiter
275
292
366
345
15021
Remark
1 kg.
1 m.
= 2.2 lbs.
= 3.28 ft.
Technical Reliability Division (BKKTE-R)
Issued Date: 31AUG2015
E2-1 AIRCRAFT SPECIFICATION AND ADDITIONAL INFORMATION / B747-400BCF/ HS-TGH / 07 SEP 15
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EXHIBIT 2-1
Registration
HS-TGH
Total Flight hours
104297
Serial Number
24458
Total Flight Cycle
16598
Effective Date
31AUG2015
Landing Gear Status:

NLG
LH BLG
RH BLG
LH WLG
RH WLG
R2002-31823
R2002-31825
R2002-31827
R2002-31830
R2002-31832
Cycle Between Overhauls
Time Between Overhauls
10 YEARS
10 YEARS
10 YEARS
10 YEARS
10 YEARS
Cycle Since Overhaul
Cycle To Next Overhaul
Last Overhaul Date
15APR2012
15APR2012
15APR2012
15APR2012
15APR2012
Next Overhaul Date
13APR2022
13APR2022
13APR2022
13APR2022
13APR2022
Serial Number
Maintenance Program:
FH/FC
Years
1,000
Heavy Maintenance
24
Structure Inspection
84
Light Maintenance
Schedule Maintenance:
Schedule Interval
Last Accomplished
FH/FC
Next Schedule
Next Due
A09-CHECK
03JAN2015
103797
A10-CHECK
11JAN2017
C18-CHECK
28MAR2014
101990
C19-CHECK
27MAR2016
D4+C18-CHECK
28MAR2014
101990
D05-CHECK
26MAR2020
Seating Configuration:
Type (Class)
Quantity
Manufacturer
Model
Royal First Class
Royal Executive Class
RECARO SEAT 4210
609
Premium Class
Economy Class
Total

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EXHIBIT 2-1
Additional Information
1.
2.
Condition of Aircraft:
1.1
Used Aircraft offered for sale are all to be delivered to the selected Bidder on
an As-Is, Where-Is condition. Only long term storage maintenance package was
performed after the Aircraft has been grounded.
1.2
If the Bidder requires any maintenance or activities including overdue maintenance to be

performed by THAI, such is subject to charge separately under mutually agreed terms and
conditions.
1.3
Ref. TII-MO-1104179 dated March 31, 2011, the B747-400SF aircraft, HS-TGH, MSN
24458 / RT691 has been converted to B747-400BCF by BOEING (TAIKOO (XIAMEN)
AIRCRAFT ENGINEERING CO., LTD.) and redelivery since March, 2012.
General Information:
2.1
During aircraft operation, the Used Aircraft has been maintained in accordance with
THAIs maintenance program as approved by the Department of Civil Aviation of the
Ministry of Transport of the Kingdom of Thailand (Thai DCA).
2.2
All installed equipment, components and systems functioning have been maintained in
accordance with applicable THAIs Minimum Equipment List as approved by Thai DCA
as well as Aircraft Maintenance Manual and Component Maintenance Manuals as related.
2.3
All engines and Auxiliary Power Unit (APU) installed thereon are in a serviceable
condition and be in the modification level as described in the history/data provided, see
details in the table above.
2.4
Landing gears installed thereon are in an As-Is, Where-Is condition and be in the
modification level as described in the history/data provided, see details in the Aircraft
Inspection above.
2.5
All Airworthiness Directives (ADs) and Service Bulletins (SBs) are as per stated in given
documents at the time of Document Review scheduled in the Timeline. ADs and SBs have
not been performed since aircraft parking.
2.6
THAI has obtained a certain waiver or deviation from Thai DCA and/or regulatory
authority regarding compliance with some mandatory orders, directives. Details of which
can be requested from THAI.
2.7
Engine borescope inspection report will be available on the www.thaiaircrafttrading.com

website. Video borescope inspection will be provided prior to the scheduled submission of
the Proposal as per request during aircraft inspection. Any additional borescope required
by the interested Bidder shall be raised for consideration at the time of submitting a
Proposal. Such requirement shall be performed after execution of the UAPA with
additional cost to be responsible by the awarded Bidder.
2.8
There will be no borescope inspection on APU.
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EXHIBIT 2-1
3.
4.
Delivery and Acceptance:

3.1
Point of Delivery: Don Mueang (DMK) or Suvarnabhumi (BKK) or U-Tapao (UTP)

International Airport as aircraft currently located
3.2
Documentation:
Export Certificate of Airworthiness if requested by the awarded Bidder

will be handled by THAI. The requirement to be addressed in a Form
of Proposal. Any other necessary paper for the export of the sold Used
Aircraft will be responsible by the awarded Bidder.
3.3
Ferry Flight:
Ferry Flight will be handled by THAI if requested. The requirement to

be addressed in a Form of Proposal. THAI will provide necessary
support for a ferry flight depending on the condition of the aircraft as
requested. However, the total responsibility and liability will be of the
Buyer. The service will be subject to the possibility and availability of
THAIs resource. A quotation will be made and agreed upon prior to
the execution of UAPA.
Awareness:
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
B747-400BCF
Registration Maintenance Type - Status
HS-TGH
AD Note - Overdue
Maintenance
Requirement
Complete AD Note until
end of Q1/2016 by TG
Estimated
Cost/USD
TBA
4 of 4
EXHIBIT 2-2
Registration
HS-TGJ
Total Flight hours
100853
Serial Number
24459
Total Flight Cycle
16117
Effective Date
31AUG2015
Aircraft Identification:
Aircraft Model
B747-400SF
Current Operator
Engine Type
CF6-80C2B1F
Country of
Registration
Thailand
Manufacturing Delivery Date
22MAR1990
A/C Current Status
Stored since 31 March 2015
Operating Limitation:
868175 lbs.
394625 kg.
Maximum Landing Weight (MLW)
650632 lbs.
295742 kg.
Maximum Zero Fuel Weight (MZFW)
608720 lbs.
276691 kg.
Operating Empty Weight (OEW)
364100 lbs
165500 kg.
Maximum Fuel Capacity
358732 lbs.
163060 kg.
45000 ft.
13720 m.
57800 lbs.
26273 kg.
Maximum Operating Altitude

Engine Thrust
Engine and APU Status:

Engine No. 1
Engine No. 2
Engine No. 3
Engine No. 4
APU
Serial Number
704442
702960
702788
704441
PCE-900643
Installed Date
04MAY2015
06MAY2015
05APR2012
21NOV2011
22APR2015
Total Time Since New
74948
89695
90446
68112
11779
Total Cycle Since New
11632
14549
14020
10373
11763
Hours Since Last Perf. Resto.
20671
17548
5792
13549
4928
Cycle Since Last Perf. Resto.
3609
3066
824
1917
5300
Cycle To LLP Limiter
421
735
3226
455
18237
Remark
1 kg.
1 m.
= 2.2 lbs.
= 3.28 ft.
E2-2 AIRCRAFT SPECIFICATION AND ADDITIONAL INFORMATION / B747-400BCF HS-TGJ / 07 SEP 15
1 of 4
EXHIBIT 2-2
Registration
HS-TGJ
Total Flight hours
100853
Serial Number
24459
Total Flight Cycle
16117
Effective Date
31AUG2015
Landing Gear Status:

NLG
LH BLG
RH BLG
LH WLG
RH WLG
0231
BFG5063
2497
5778
BFG-3048
Cycle Between Overhauls
Time Between Overhauls
10 YEARS
10 YEARS
10 YEARS
10 YEARS
10 YEARS
Cycle Since Overhaul
Cycle To Next Overhaul
Last Overhaul Date
15MAR2012
15MAR2012
15MAR2012
15MAR2012
15MAR2012
Next Overhaul Date
13MAR2022
13MAR2022
13MAR2022
13MAR2022
13MAR2022
Serial Number
Maintenance Program:
FH/FC
Years
1,000
Heavy Maintenance
24
Structure Inspection
84
Light Maintenance
Schedule Maintenance:
Schedule Interval
Last Accomplished
FH/FC
Next Schedule
Next Due
A12-CHECK
16OCT2014
100102
A01-CHECK
05MAY2016
C18-CHECK
17JUN2014
99303
C19-CHECK
16JUN2016
D04+C18-CHECK
17JUN2014
99303
D05-CHECK
15JUN2020
Seating Configuration:
Type (Class)
Quantity
Manufacturer
Model
Royal First Class
Royal Executive Class
RECARO SEAT 4210
609
Premium Class
Economy Class
Total

2 of 4
EXHIBIT 2-2
Additional Information
1.
2.
Condition of Aircraft:
1.1
Used Aircraft offered for sale are all to be delivered to the selected Bidder on
an As-Is, Where-Is condition. Only long term storage maintenance package was
performed after the Aircraft has been grounded.
1.2
If the Bidder requires any maintenance or activities including overdue maintenance to be

performed by THAI, such is subject to charge separately under mutually agreed terms and
conditions.
1.3
Ref. TII-MO-1104179 dated March 31, 2011, the B747-400SF aircraft, HS-TGJ, MSN
24459 / RT692 has been converted to B747-400BCF by BOEING (TAIKOO (XIAMEN)
AIRCRAFT ENGINEERING CO., LTD.) and redelivery since April, 2012.
General Information:
2.1
During aircraft operation, the Used Aircraft has been maintained in accordance with
THAIs maintenance program as approved by the Department of Civil Aviation of the
Ministry of Transport of the Kingdom of Thailand (Thai DCA).
2.2
All installed equipment, components and systems functioning have been maintained in
accordance with applicable THAIs Minimum Equipment List as approved by Thai DCA
as well as Aircraft Maintenance Manual and Component Maintenance Manuals as related.
2.3
All engines and Auxiliary Power Unit (APU) installed thereon are in a serviceable
condition and be in the modification level as described in the history/data provided, see
details in the table above.
2.4
Landing gears installed thereon are in an As-Is, Where-Is condition and be in the
modification level as described in the history/data provided, see details in the Aircraft
Inspection above.
2.5
All Airworthiness Directives (ADs) and Service Bulletins (SBs) are as per stated in given
documents at the time of Document Review scheduled in the Timeline. ADs and SBs have
not been performed since aircraft parking.
2.6
THAI has obtained a certain waiver or deviation from Thai DCA and/or regulatory
authority regarding compliance with some mandatory orders, directives. Details of which
can be requested from THAI.
2.7
Engine borescope inspection report will be available on the www.thaiaircrafttrading.com

website. Video borescope inspection will be provided prior to the scheduled submission of
the Proposal as per request during aircraft inspection. Any additional borescope required
by the interested Bidder shall be raised for consideration at the time of submitting a
Proposal. Such requirement shall be performed after execution of the UAPA with
additional cost to be responsible by the awarded Bidder.
2.8
There will be no borescope inspection on APU.
3 of 4
EXHIBIT 2-2
3.
4.
Delivery and Acceptance:

3.1
Point of Delivery: Don Mueang (DMK) or Suvarnabhumi (BKK) or U-Tapao (UTP)

International Airport as aircraft currently located
3.2
Documentation:
Export Certificate of Airworthiness if requested by the awarded Bidder

will be handled by THAI. The requirement to be addressed in a Form
of Proposal. Any other necessary paper for the export of the sold Used
Aircraft will be responsible by the awarded Bidder.
3.3
Ferry Flight:
Ferry Flight will be handled by THAI if requested. The requirement to

be addressed in a Form of Proposal. THAI will provide necessary
support for a ferry flight depending on the condition of the aircraft as
requested. However, the total responsibility and liability will be of the
Buyer. The service will be subject to the possibility and availability of
THAIs resource. A quotation will be made and agreed upon prior to
the execution of UAPA.
Awareness:
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
B747-400BCF
Registration Maintenance Type - Status
HS-TGJ
AD Note - Overdue
Maintenance
Requirement
Complete AD Note until
end of Q1/2016 by TG
Estimated
Cost/USD
TBA
4 of 4
EXHIBIT 3
To be completed and signed by Bidder

Date __________________
THAI AIRWAYS INTERNATIONAL
PUBLIC COMPANY LIMITED
89 Vibhavadi Rangsit Road
Jompol, Chatujak
Bangkok 10900
THAILAND
NON-DISCLOSURE AGREEMENT (NDA)
Ladies and Gentlemen:

In connection with the potential sale of 2 (two) Boeing B747-400BCF THAI aircraft
registration, HS-TGH and HS-TGJ and bearing aircraft Manufacturer's Serial Number
(MSN) 24458 and 24459 respectively ("Aircraft"), Thai Airways International Public
Company Limited ("THAI") having its registered office at 89 Vibhavadi Rangsit Road,
Bangkok
10900,
Thailand
will
be
providing
to
________________________
(the "Bidder") having its registered office at ______________________________________________ for
review, after the date hereof, certain confidential technical information or any other information
regarding the Aircraft (such information, whether in written or electronic form, if marked
"Confidential", collectively, the "Confidential Information").
The term "Confidential Information" will also include all summaries prepared by the Bidder
containing or based in whole or in part on any other Confidential Information. The term "Confidential
Information" does not include information which (i) is or becomes generally available to the public
other than as a result of a breach by the Bidder of this agreement ("Agreement"), (ii) was in the
possession of, or known to, the Bidder or any of its directors, members, managers, officers,
employees, agents, affiliates, consultants or representatives (collectively, "Representatives") prior to
its disclosure to the Bidder by THAI, (iii) becomes known or available to the Bidder or any of its
Representatives from a source other than THAI, provided, however, that such source is not known by
the Bidder to be bound by a confidentiality obligation to THAI with respect to such information, (iv) is
independently acquired or developed by the Bidder or its Representatives without the use of any
Confidential Information, (v) is not marked "Confidential", or (vi) is required by law, regulation,
government authority or court order to be disclosed but only for the purpose of such disclosure and to
the extent so required to be disclosed (as contemplated below in this Agreement).
The Bidder shall keep confidential the Confidential Information, and shall not, except as hereinafter
provided, disclose such information without Thai Airway's prior written consent. THAI agrees that the
Confidential Information may be used by the Bidder (directly or through its Representatives) for the
purposes of evaluating the Aircraft for the possible purchase by the Bidder (or its affiliate) and
marketing the Aircraft to potential purchasers of the Aircraft (such purposes, collectively, the
"Purposes"); the Bidder agrees it will use the Confidential Information only for the Purposes.
E3 NON-DISCLOSURE AGREEMENT / B747-400BCF HS-TGH, -TGJ / 07 SEP 15
1 of 3
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 Bidders Representatives and professional
advisors who need to know such information for or in connection with the Purposes, and (ii) if the
Bidder or any of its representative(s) is requested or required by applicable law, regulation or court
order (including, without limitation, by deposition, interrogatories, requests for information or
documents in legal proceedings, subpoena, civil investigative demand or other similar process) to
disclose any of the Confidential Information.
It is understood and agreed that no failure or delay by THAI in exercising any right, power or privilege
hereunder shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude
any other or further exercise thereof or the exercise of any right, power or privilege hereunder. The
Bidder acknowledges any breach of this Agreement may cause THAI to suffer irreparable harm, and
that money damages may not be an adequate remedy for such breach. Also, it is agreed that THAI
shall be entitled to equitable relief, including, without limitation, injunction and specific performance,
without bond or other security being required, in the event of any breach of the provisions of this
Agreement.
The terms and conditions of this Agreement shall automatically terminate on the later of the date
which is one (1) year following the date first set forth above, or (ii) the date the Bidder (or its affiliate)
executes a purchase agreement relating to the purchase of the Aircraft.
This Agreement (i) shall be governed by and construed in accordance with the laws of England. In
case of dispute arising out of this Agreement, both parties shall agree to submit the case to the
competent court of Jurisdiction in England, and (ii) may be executed in one or more counterparts, all
of which together shall constitute one and the same agreement. Delivery of an executed counterpart of
this Agreement by facsimile or e-mail will be deemed as effective as delivery of an originally executed
counterpart. Any party delivering an executed counterpart of this Agreement by facsimile or e-mail
will also deliver an originally executed counterpart, but the failure of any party to so deliver an
originally executed counterpart will not affect the validity or effectiveness of this Agreement.
In witness thereof, both parties have executed this Agreement.
Very truly yours,

For and on behalf of Bidder
By: _____________________________
Name: ______________________________
Title: _______________________________
2 of 3
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
3 of 3
EXHIBIT 4
NOTIFICATION OF NATIONAL ANTI-CORRUPTION COMMISSION
By entering into a Bid Program for the purchase of 2 (two) Boeing B747-400BCF Used Aircraft
subject to an Invitation letter received from Thai Airways International Public Company Limited
(THAI), the Bidder agrees to the following Notifications.
A Bidder will comply with the Notification of National Anti-Corruption Commission Concerning
Principles and Methods of Preparing Revenue and Expense Accounts of Project between
Individual/Company and Government Agencies B.E. 2554 (A.D.2011), the amendment (No. 2) B.E.
2554 (A.D.2011), the amendment (No. 3) B.E. 2555 (A.D.2012), the amendment (No. 4) B.E. 2556
(A.D.2013) and the amendment (No. 5) B.E. 2557 (A.D.2014) as defined below.
A Bidder must not be on the blacklist for non-submission or deliberate/intentional incorrect and/or
uncompleted declaration of an essential part of the Revenue and Expense Accounts to the Revenue
Department pursuant to the Notification of National Anti-Corruption Commission Concerning
(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 that THAI has with such a person
or juristic person, being named in the blacklist for non-submission or deliberate/intentional incorrect
and/or uncompleted declaration of an essential part of the Revenue and Expense Accounts pursuant to
the Notification of National Anti-Corruption Commission Concerning Principles and Methods of
Preparing Revenue and Expense Accounts of Project between Individual/ Company and Government
Agencies B.E. 2554 (A.D.2011), the amendment (No. 2) 2554 (A.D.2011), the amendment (No. 2)
B.E. 2554 (A.D.2011), the amendment (No. 3) B.E. 2555 (A.D.2012), the amendment (No. 4) B.E.
2556 (A.D.2013) and the amendment (No. 5) B.E. 2557 (A.D.2014) unless such person or juristic
person has declared that it has submitted the Revenue and Expense Accounts or re-submitted the
revised accounts or it has been removed from aforementioned blacklist.
E4 Notification of National Anti-Corruption Commission / B747-400BCF HS-TGH, -TGJ / 07 SEP 15
1 of 1
-DRAFT FOR INFORMATION ONLY, DO NOT FILL IN ANY BLANK-
EXHIBIT 5
MEMORANDUM OF UNDERSTANDING
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

, with its registered office at
(hereinafter referred to as BUYER);
of
(hereinafter collectively referred to as the Parties each a Party).

WHEREAS:
1.
SELLER
defined);
is the owner of
2 (two) Boeing B747-400BCF Used Aircraft (as hereinafter
2.
SELLER invited interested parties for the bid to purchase the Used Aircraft and BUYER was
interested in purchasing and submitted to SELLER a Proposal dated ________, 2015 which
was accepted by SELLER; and
3.
SELLER is willing to sell the Used Aircraft and BUYER is willing to purchase the Used
Aircraft on the basis of and in accordance with the terms and conditions of this MOU.
IT IS HEREBY AGREED AS FOLLOWS:
1.
USED AIRCRAFT
The term Used Aircraft means and includes all or any or each, as the context may require, of the
Used Aircraft specified hereunder:
(i)
the 2 (two) Boeing B747-400BCF Used Aircraft with SELLER aircraft registration,
HS-TGH, and HS-TGJ and bearing Manufacturers Serial Number (MSN)
24458 and 24459 respectively
(ii)
the 4 (four) GE CF6-80C2 B1F engines equipped with

(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).
E5 MEMORANDUM OF UNDERSTANDING / B747-400BCF HS-TGH, -TGJ / 07 SEP 15
each of the Used Aircraft
1 of 12
EXHIBIT 5
2.
PURCHASE PRICE
The purchase price (Purchase Price) of each Used Aircraft is set out as follows:
Registration
MSN
Purchase Price
(United States Dollars)
HS-TGH
24458
USD__________________
HS-TGJ
24459
USD__________________
The total purchase price for the Used Aircraft is USD _____________________________
(
United States Dollars) (Total Purchase Price).
3.
TERMS OF PAYMENT
3.1
Payment of the Total Purchase Price for the Used Aircraft shall be as follows:
3.1.1
Within 5 (five) Business Days upon the execution of this MOU, BUYER shall pay
the Deposit to SELLER at 20 percent (twenty percent) of the Total Purchase Price, as
specified in the Proposal equal to an amount of USD
(
United States Dollars). The Deposit shall be made separately per
each Used Aircraft equal to an amount of USD
(
United States Dollars), which shall serve as a deposit for the
purchase of each Used Aircraft (Deposit). Upon receipt of the total amount of the
Deposit in SELLERs account, SELLER shall return the Bid Bond to BUYER.
3.1.2
The remaining balance of the Purchase Price will be paid by BUYER prior to or
immediately prior to the delivery and the Transfer of Title (ToT) of the Used
Aircraft.
3.1.3
Payment shall be described as below:

Registration
3.1.4
MSN
Deposit
Balance Payment
20% of Purchase Price

at ToT/Delivery
HS-TGH
24458
USD_____________
USD_____________
HS-TGJ
24459
USD_____________
USD_____________
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.
2 of 12
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
3.1.5
ACCOUNT No.:
0-010964-032
ACCOUNT NAME:

COMPANY LIMITED
TELEX:
RS 24584 CITIBANK SIN
SWIFT CODE:
CITISGSG
PHONE:
(65) 6224-2622
FACSIMILE:
(65) 6657-5775
All bank charges, expenses and any other administrative costs arising in relation to
the telegraphic transfer shall be borne by BUYER.
3.2
If BUYER elects to pay the Deposit and the remaining balance in Thai Baht, SELLER may
agree to accept such payment at SELLERs discretion. If SELLER, however, accepts the
payment in Thai Baht, the rate of exchange for calculation shall be the Average Interbank
Selling Rate of the Bank of Thailand two (2) Days prior to the date of payment.
3.3
Notwithstanding anything in this MOU to the contrary, SELLER shall be under no obligation
whatsoever and howsoever to comply with any obligations under this MOU until the Deposit
has been transferred in full in accordance with Clause 3.1.1, to the bank account of SELLER
specified in Clause 3.1.4 hereof. Additionally, SELLER shall be under no obligation
whatsoever and howsoever to deliver or transfer title to the Used Aircraft to BUYER until the
Payment of the remaining balance for the Used Aircraft has been transferred in full in
accordance with Clauses 3.1.2, 3.1.3 and 3.1.5, to the bank account of SELLER as specified
in Clause 3.1.4.
3.4
The payment in full by BUYER of all payments due and payable pursuant to this MOU and
the Used Aircraft Purchase Agreements (as hereinafter defined), shall be made on their
respective due dates and the timely payment thereof shall be of the essence. BUYER shall
not be entitled to seek any extension of time or enlargement of the period specified for the
respective payments for any reason whatsoever.
3 of 12
EXHIBIT 5
4.
COMPLETION
SELLER and BUYER shall, within 10 (ten) Business Days after the execution of this MOU use
their best efforts in good faith to duly execute and enter into a definitive used aircraft purchase
agreement for each Used Aircraft for the sale by SELLER and purchase by BUYER of such Used
Aircraft (collectively the Used Aircraft Purchase Agreement or UAPA). Such UAPA shall
be substantially based upon the provisions of this MOU and shall not significantly vary the terms
and conditions of this MOU, including without limitation the conditions specified in Clause 6. For
the avoidance of doubt, it is agreed that any amendments or revisions to the delivery condition of the
Used Aircraft as set out in Clause 6 hereof shall only be considered if in SELLERs sole discretion,
such amendments or revisions are (a) minor; (b) for the purpose of clarification only; (c) do not in
any way change or alter the value, status or utility of the Used Aircraft, Engines or Parts, and (d) do
not materially increase SELLERs costs, duties or obligations with respect thereto.
5.
DELIVERY
5.1
After receiving a Deposit from BUYER, SELLER will be prepared for delivery of the Used
Aircraft. The date of delivery will be notified to BUYER at least 7 (seven) Days in advance
in order that BUYER shall be properly prepared for payment of the remaining balance of the
Purchase Price and the acceptance of the Used Aircraft accordingly.
5.2
If not otherwise stated in writing by SELLER, SELLER will deliver the Used Aircraft and
BUYER will accept the Used Aircraft within 30 (thirty) Days after execution of the UAPA
(Delivery Date).
5.3
The delivery of the Used Aircraft and transfer of title thereto shall take place at the used
aircraft parking location, SELLERs facility at Don Mueang (DMK) or Suvarnabhumi (BKK)
or U-Tapao (UTP) International Airport as is mutually agreed upon in writing by the Parties
(Delivery Location).
5.4
At the Delivery Location, SELLER shall deliver the Used Aircraft and transfer title thereto to
BUYER under the terms and conditions of the UAPA in the condition specified in Clause 6
hereof, which delivery shall be evidenced by a bill of sale.
5.5
At the Delivery Location, BUYER shall accept delivery of the Used Aircraft and title thereto
from SELLER under the terms and conditions of the UAPA in the condition specified in
Clause 6 hereof, which acceptance shall be evidenced by a certificate of acceptance.
5.6
Title and risk of loss to each Used Aircraft shall pass from SELLER to BUYER upon receipt
by SELLER of all Payments for each Used Aircraft and delivery of such Used Aircraft to
BUYER as specified in Clause 5.4 and Clause 5.5 hereof, at which time SELLER will convey
good title to the Used Aircraft free and clear of all liens and encumbrances.
4 of 12
EXHIBIT 5
5.7
6.
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.
CONDITION OF THE USED AIRCRAFT

The Used Aircraft will be delivered in As-Is, Where-Is conditions according to Terms of Reference
(Exhibit 1) and Aircraft Specification and Additional Information (Exhibit 2-1 and 2-2) being
attached to the Invitation Letter.
BUYER may request for any services in order to upgrade or adjust or modify the Used Aircraft
purchased. The provision of such services will be subject to mutual agreement with a separate
charge under agreed terms and conditions as quoted by SELLER.
Not earlier than 14 (fourteen) Days and not later than 10 (ten) Days prior to the Delivery Date for
the Used Aircraft, on a date specified by SELLER, BUYER shall commence an inspection of the
Used Aircraft for technical acceptance at the location of parking. The inspection will be performed
in accordance with the Aircraft Maintenance Manual (AMM).
In case of any defect or deficiency found inconsistent with the specification and data given by
SELLER, SELLER agrees to perform corrections and adjustments. Maintenance manuals/written
instructions from manufacturer as related will be as reference. Time consumed for the correction(s)
of any defects or deficiencies including but not limited to the time period for repaired and/or
replacement of unserviceable component(s)/part(s) and inspection shall not consider being any
causes of delayed delivery of the Used Aircraft. The parties will mutually consider in good faith to
conclude and specify the delivery date for the Used Aircraft accordingly.
7.
WARRANTIES; DISCLAIMER AND RELEASE; INDEMNITIES

7.1
SELLER shall for the Used Aircraft assign to BUYER with effect from the Transfer of Title
(ToT) of such Used Aircraft to BUYER all applicable manufacturers, suppliers, repairers
and maintenance contractors warranties which have been given or assigned to SELLER or to
the benefit of which SELLER is otherwise entitled, to the extent that such are existing in
respect of such Used Aircraft or any part thereof and which are capable of being assigned,
upon the transfer of title of such Used Aircraft to BUYER.
5 of 12
EXHIBIT 5
8.
7.2
Except as otherwise provided in Clause 6 hereof, the Used Aircraft, related Documentation
and/or other items delivered by SELLER to BUYER under the UAPA are sold to BUYER on
an As-Is, Where-Is basis and the warranty of title set forth in Clause 5.6 hereof is exclusive
of and in substitution for, and BUYER hereby waives, releases and renounces: (i) any and all
other warranties, obligations and liabilities of SELLER, express or implied, arising by law or
otherwise, with respect to the Used Aircraft, related Documentation and/or other items
delivered by SELLER to BUYER under the UAPA; and (ii) any and all rights, claims and
remedies of BUYER against SELLER, express or implied, arising by law or otherwise, with
respect to any nonconformance or defect in any Used Aircraft, related Documentation and/or
any other items delivered by SELLER to BUYER under the UAPA, and with respect to any
other matter arising under or by virtue of the UAPA.
7.3
Upon and subsequent to delivery of the Used Aircraft and at all times thereafter, as the case
may be, BUYER agrees to assume liability for, defend, pay and indemnify, and hold harmless
SELLER and SELLERs successors and assigns, subsidiaries, affiliates, agents, directors,
officers and employees (SELLER Indemnitees) from and against any and all claims,
liabilities, suits, damages, losses, judgments, penalties, fines, or indemnity payments of
whatsoever kind and nature, including costs and expenses incident thereto, which may be
asserted against, suffered by, charged to or recoverable from the SELLER Indemnitees by
reason of injury to or death of any person, or loss of or damage to any property of any person,
party or entity, arising out of or in any way connected with BUYERs ownership, possession,
use, maintenance, repair, sale, lease, license, transfer or any grant of physical control or
custody to any person, party or entity of the Used Aircraft, Used Aircraft Documentation
and/or any other items delivered by SELLER to BUYER under the UAPA, whether or not
arising in tort or occasioned in whole or in part by the fault or negligence of the SELLER
Indemnitees.
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.
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EXHIBIT 5
9.
TERM AND TERMINATION

9.1
This MOU shall become effective and binding upon the date of execution hereof, and shall
continue in full force and effect until terminated in accordance with the terms hereof or
superseded by the UAPA.
9.2
This MOU may be terminated at any time by the mutual written agreement of SELLER and
BUYER whereupon SELLER shall return the Deposit to BUYER without interest. If BUYER
unilaterally terminates this MOU, SELLER shall have the right to keep the full amount of the
Deposit.
9.3
In the event that the Parties fail to execute and enter into the UAPA within 10 (ten) Business
Days after the execution of this MOU, this MOU shall terminate automatically and, if such
failure to execute is attributable to a material default of this MOU by BUYER which is not
cured by BUYER within 5 (five) calendar days after notification by SELLER, SELLER shall
be entitled to keep the full amount of the Deposit at its own account and benefit.
9.4
If BUYER defaults pursuant to the provisions of Clause 3 and/or Clause 5.5 hereof, SELLER
shall have the right to terminate this MOU or the UAPA subsequently signed, and SELLER
shall be unconditionally and irrevocably entitled to keep the full amount of the Deposit for its
own account and benefit.
9.5
If SELLER defaults pursuant to the provisions of Clause 5.4 hereof, BUYER shall have the
right to terminate this MOU or the UAPA subsequently signed and SELLER shall return the
Deposit to BUYER without interest.
9.6
If BUYER defaults pursuant to the provisions of Clause 5.5 hereof and this MOU or the
UAPA subsequently signed has not been terminated by SELLER, SELLER shall be
unconditionally and irrevocably entitled to keep the full amount of the Deposit for its own
account and benefit. In addition to the above, BUYER agrees to reimburse or compensate
SELLER of all costs and expenses for loss and/or damages incurred to SELLER for such late
acceptance delivery of the Used Aircraft and/or late taking of the Used Aircraft by BUYER
including but not limited to parking fee, maintenance costs, preservation costs, aircraft storage
costs and/or other expenses.
9.7
Following the occurrence of an default of BUYER which is continuing under any of the other
agreement(s) signed between SELLER and BUYER, in addition to all rights and remedies of
SELLER elsewhere in the UAPA or under Law, SELLER may immediately or at any time
thereafter, without notice to BUYER use, apply or retain the total amount of the Deposit in or
towards the payment or discharge of any matured obligation owed by BUYER under the
UAPA or any other Agreement(s), in such order as SELLER sees fit, and/or exercise any of
the rights of set-off against all or part of the Deposit.
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EXHIBIT 5
9.8
In case the Used Aircraft does not meet the conditions as agreed upon at the time of bidding
process due to causes beyond SELLERs controls and/or the restoration of the Used Aircraft
to the serviceable conditions is not viable for SELLER, SELLER reserves the right to
terminate MOU and/or the UAPA subsequently signed with no liabilities. A Deposit will be
returned to BUYER without interest.
10. EXPENSES AND TAXATION

10.1 Except as otherwise provided in this MOU and/or the UAPA, each Party hereto shall be
responsible for and shall pay any costs and expenses incurred by such Party in connection
with or as a consequence of any transaction pursuant hereto or contemplated by this MOU
and/or the UAPA including but not limited to legal costs and expenses.
10.2 The Parties agree to use their best efforts to minimize any tax liability in respect of any
transaction pursuant hereto or contemplated by this MOU and the UAPA. Each Party hereto
shall be responsible for and shall pay all taxes, duties, levies, imposts, fees, assessments and
charges of any nature, levied, imposed, assessed or charged by any governmental authority,
agency or body imposed upon such Party in connection with or as a consequence of any
transaction pursuant hereto or contemplated by this MOU and the UAPA. If BUYER is a
SELLER national person, BUYER shall have to pay together with the Purchase Price the
applicable value added tax.
10.3 BUYER irrevocably and unconditionally undertakes to physically export the Used Aircraft
outside of SELLER and obtain customs clearance thereof within 30 (thirty) calendar days of
the Delivery Date. In the event that BUYER fails to physically export any Used Aircraft
outside of SELLER and obtain customs clearance thereof within 30 (thirty) calendar days of
the Delivery Date, SELLER shall collect from BUYER and BUYER shall pay to SELLER
immediately upon demand, value added tax in addition to the Purchase Price for such
Used Aircraft, sufficient to discharge the value added tax liability arising as a result of the
sale by SELLER and purchase by BUYER of such Used Aircraft. BUYER shall provide an
indemnity in favor of SELLER in respect of such tax liability in the UAPA.
10.4 BUYER shall have to pay to SELLER prior to delivery of the Used Aircraft all additional
costs and expenses incurred by SELLER arising from or in connection with the request by
BUYER on the Used Aircraft which are not contemplated or beyond the scope under this
MOU.
11. ASSIGNMENT
Neither the rights nor the obligations of any Party under this MOU or the UAPA may be assigned,
novated, delegated or transferred in whole or in part without the prior written consent of the other
Party.
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EXHIBIT 5
12. GOVERNING LAW

This MOU, the Aircraft Purchase Agreements and all related documents delivered thereunder shall
be governed by and interpreted in accordance with the laws of England. The Parties agree that the
courts of England have non-exclusive jurisdiction to settle any dispute in connection with this
MOU. If the BUYERs principal office is registered and situated in Thailand, the UAPA and all
related documents delivered thereunder shall be governed by and interpreted in accordance with the
laws of Thailand. The courts of Thailand shall have non exclusive jurisdiction to settle any
dispute in connection with this MOU.
13. NOTICES
All notices and other communications hereunder shall be in writing and in the English language and
shall be deemed to have been duly received: when delivered by courier or messenger during normal
business hours of the recipient; or when sent, if transmitted by facsimile transmission (receipt
confirmed) during normal business hours of the recipient, in each case addressed as follows:
If to SELLER:
Thai Airways International Public Company Limited,

89 Vibhavadi Rangsit Road,
Bangkok 10900,
Thailand
Attention:

Telephone:
Mobile:
Facsimile:
E-mail:
If to BUYER:
+66 (0) 2137-6200

+66 (0) 8 9519-1285
+66 (0) 2137-6940
_________________________
_________________________
_________________________
_________________________
_________________________
Attention: ________________________
Telephone: _______________________
Mobile: __________________________
Facsimile: ________________________
E-mail: _________________________
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EXHIBIT 5
14. USED AIRCRAFT PURCHASE AGREEMENTS (UAPA)

BUYER hereby agrees and acknowledges that the UAPA shall be based substantially upon the
provisions of this MOU and unless expressly agreed to in writing by SELLER shall not be
inconsistent with the provisions hereof. BUYER undertakes to use its best efforts in good faith to
duly execute and enter into the UAPA within 10 (ten) Business Days after execution of the MOU.
15. BINDING MOU
It is the intention of the Parties and accordingly it is hereby agreed that this MOU shall be legally
binding upon both SELLER and BUYER.
16. APPROVAL OF SELLING THE USED AIRCRAFT
SELLER is required by relevant rules and regulations to obtain approval from SELLER Board of
Directors and from the Minister of the Ministry of Transportation for all transactions involving the
buying or selling of any aircraft. BUYER hereby agrees and acknowledges that SELLER shall not
be required to deliver the Used Aircraft until the final approval has been obtained. SELLER shall
push its best efforts to obtain such approval.
17. COMPLIANCE WITH THE NOTIFICATION OF NATIONAL ANTI-CORRUPTION
COMMISSION
BUYER covenants to SELLER that it will comply with the Notification of National Anti-Corruption
Commission Concerning Principles and Methods of Preparing Revenue and Expense Accounts of
Project between Individual/Company and Government Agencies B.E. 2554 (A.D.2011), the
amendment (No. 2) B.E. 2554 (A.D.2011), the amendment (No. 3) B.E. 2555 (A.D.2012), the
amendment (No. 4) B.E. 2556 (A.D.2013) and the amendment (No. 5) B.E. 2557 (A.D.2014), as set
out below.
17.1 BUYER is not on the blacklist for non-submission or deliberate/intentional incorrect and/or
uncompleted declaration of an essential part of the Revenue and Expense Accounts to the
Revenue Department pursuant to the Notification of National Anti-Corruption Commission
Concerning Principles and Methods of Preparing Revenue and Expense Accounts of Project
between Individual/Company and Government Agencies B.E. 2554 (A.D.2011), the
amendment (No. 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.
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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.
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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: _____________________________
(
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USED AIRCRAFT PURCHASE AGREEMENT (HS-TGH)
THIS USED AIRCRAFT PURCHASE AGREEMENT is made this __________, 2015 BY and
BETWEEN:
(1)
THAI AIRWAYS INTERNATIONAL PUBLIC COMPANY LIMITED, a public limited

company organized and existing under the laws of Thailand, whose registered office is located
at 89 Vibhavadi Rangsit Road, Bangkok 10900, Thailand (hereinafter referred to as Seller);
and
(2)
_____________, a company incorporated under the laws of _____________and having a

place of business located at _______________ (hereinafter referred to as Buyer).
The Seller and the Buyer hereinafter collective referred to as the Parties or each a Party.
WHEREAS:
A. Seller is the owner of Boeing B747-400BCF with THAI aircraft registration, HS-TGH and
bearing Manufacturers Serial Number 24458 being a used aircraft (Used Aircraft); and
B.
Seller and Buyer have entered into that certain Memorandum of Understanding dated
__________, 2015 (MOU) relating to the purchase by Buyer and the sale by Seller of the
Used Aircraft; and
C.
Seller as the owner of the Used Aircraft has the right to sell the Used Aircraft and Buyer has
the right to purchase the Used Aircraft; and
D.
Seller is willing to sell and Buyer desires to purchase the Used Aircraft on and subject to the
terms and conditions set out in this Agreement.
IT IS HEREBY AGREED as follows:

1.
DEFINITIONS AND INTERPRETATION

1.1
Definitions
In this Agreement (including the Recitals and Appendices), the following expressions
shall have, except where the context otherwise requires, the respective meanings show
opposite them:
Agreement or UAPA shall mean this Used Aircraft Purchase Agreement together with
all Appendices hereto as originally executed and as varied,
amended, supplemented or modified from time to time;
Aircraft
shall mean the Used Aircraft including without limitation the

Parts and the Aircraft Documentation but not including the
remaining jet fuel on board;
E6-1 USED AIRCRAFT PURCHASE AGREEMENT / B747-400BCF HS-TGH / 07 SEP 15
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EXHIBIT 6-1
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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 deregistration 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;
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EXHIBIT 6-1
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Law

(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 shall mean the maintenance program to which the Used Aircraft
or Sellers Maintenance has been subject during its ownership or operation by Seller;
Program
Memorandum of
Understanding
shall mean that certain Memorandum of Understanding dated

__________, 2015, between Seller and Buyer;
Month(s)
shall mean successive periods of 30 (thirty) Days;
Other Reasons
shall mean reasons other than Force Majeure relating to, arising
from or in connection with the correction of technical defects or
deficiencies in the condition of the Used Aircraft and/or
operational problems with the Used Aircraft as specified in
writing by Buyer resulting from Buyers Technical Inspection;
Parties
shall mean Seller and Buyer collectively;
Parts
shall mean the parts specified in Clause 2.2.2;
Party
shall mean Seller or Buyer;
Person
shall mean and include any individual, corporation, partnership,

firm, joint venture, trust, unincorporated organization, 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;
Sellers Account
shall mean Sellers bank account specified in Clause 7.2;
Technical Acceptance
shall mean the Buyers issuance of acceptance of the Used

Aircraft Package pursuant to Clause 4 hereof;
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EXHIBIT 6-1
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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;
Location
shall mean the Sellers facility at Don Mueang (DMK) or

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:
1.3
(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.
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 Manufacturers Serial Number
as follows:
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EXHIBIT 6-1
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2.2
3.
THAI aircraft registration:
HS-TGH
Manufacturers Serial Number:
24458
Together with the Used Aircraft Package shall include the following:
2.2.1
4 (four) CF6-80C2B1F engines bearing Manufacturers Serial Numbers 702239,

704797, 704308 and 706306 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.
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 Sellers 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;
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3.2
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.
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 Buyers 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
3.2.4
and bind Buyer.
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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
Sellers 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 Sellers 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.
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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 Sellers 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 (Sellers Conditions Precedent). Each of
Buyers 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 (Buyers
Conditions Precedent).
5.3
Subject to the fulfillment of Sellers Conditions Precedent, Buyer shall remit the Purchase
Price Balance to the Seller. Upon Sellers 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.
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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 Buyers
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.
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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
7.2
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")
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:
BANK NAME:
BANK ADDRESS:
ACCOUNT No.:
ACCOUNT NAME:
TELEX:
SWIFT CODE:
PHONE:
FACSIMILE:

ASIASQUARE TOWER 1
SINGAPORE 018960
0-010964-032
COMPANY LIMITED
CITISGSG
(65) 6224-2622
(65) 6657-5775
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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
Sellers 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 Buyers ownership, possession, use,
maintenance, repair, sale, lease, license, transfer or any grant of physical control or
custody to any Person, party or entity of the Used Aircraft 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.
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10.
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 Sellers obligations under this Agreement.
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 Buyers 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.
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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 Sellers 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 Sellers 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 Sellers
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.
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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.
MANUFACTURERS AND SUPPLIERS 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 manufacturers, suppliers, repairers and maintenance
contractors 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, Buyers
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:

Bangkok 10900,
Thailand
Attention:

Telephone: +66 (0) 2137-6200
Mobile:
+66 (0) 8 9519-1285
Facsimile: +66 (0) 2137-6940
E-mail:
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, Sellers warranty of title to be given in
the Warranty Bill of Sale will extend to Buyers 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 Partys 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
Buyers 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.
27.
APPROVAL OF SELLING THE USED AIRCRAFT

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: _____________________________
(
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APPENDIX A-1
Boeing B747-400BCF Used Aircraft Purchase Agreement
TERMS OF REFERENCE
As attached
APPENDIX A-1 / B747-400BCF / HS-TGH / 07 SEP 15
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APPENDIX A-2
As attached
APPENDIX A-2 / B747-400BCF / HS-TGH / 07 SEP 15
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APPENDIX B
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
Manufacturers
Model No.
Aircraft
Registration
Markings
Aircraft
Manufacturers
Serial No.
Engine
Manufacturers
Model No.
Boeing
B747-400SF
HS-TGH
24458
CF6-80C2B1F
Engine Manufacturers
Serial No.
702239
704797
704308
706305
APU Manufacturers Model Number: PW901A

APU Serial Number: PCE-900637
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.
APPENDIX B / B747-400BCF / HS-TGH / 07 SEP 15
1 of 2
APPENDIX C
B747-400BCF Used Aircraft Purchase Agreement
TECHNICAL DOCUMENTATION
All documents listed below will be provided in English.
Type A
Type B
means that only one copy shall be provided with the first Aircraft or applicable Aircraft.
means that a single copy will be delivered with each Aircraft or Engine.
ITEM
AIRCRAFT CERTIFICATES
TYPE
Certificate of Airworthiness
Certificate of Registration
Special Flight Permits (if required for ferry flight)
Noise Certificate
Radio Station License
AFM weight limitations ad operating limitations pages
ITEM
LEGAL DOCUMENTS (COMMERCIAL TRACE)
A
TYPE
Bill of Sale between Manufacturer and Owner
Lease Return - Technical Acceptance Certificates (if available)
Utilization reports from previous lessees (if available)
10
Aircraft status reports generated at each lease start or lease end
ITEM
AIRCRAFT STATUS
TYPE
11
Aircraft Non-Incident Statement (NIS) or Information Statement
12
Statement of Aircraft/Engines/APU Oils & Fluids
13
Aircraft Maintenance Check Status (Phase or Block A, C, D) and Forecast
14
Aircraft Maintenance release to service certificate (last A, C and D Checks)
15
Aircraft Airworthiness Directive Status
16
Aircraft Service Bulletin Status
17
Aircraft Engineering Order Status (TO - Technical Order)
18
Aircraft Modification by Supplemental Type Certificates (STC) (if applicable)
19
Aircraft Structural Damage Report and External Repair (if available)
20
Non-SRM / FAA 8110-3/ FAA 337 Approval for Structural Repairs
21
Aircraft Inventory List of Hard Time Components
22
Inventory List of On-Condition / Condition Monitored Components
23
Aircraft Hours & Cycles Utilization Report (last year)
24
Aircraft List of Deferred Maintenance Items
25
Aircraft Preservation/Reactivation (short/long term) Supporting Data
ITEM
MAINTENANCE RECORDS
TYPE
26
Aircraft Log Book
27
Technical Log (minimum 2 years)
28
A-Checks accomplished Work Packages (since last C-Check)
29
C-Checks accomplished Work Packages (last C-Check)
30
D-Checks accomplished Work Packages [SSI / SSID / or equivalent] (last D-Check)
31
Periodic Task Cards
APPENDIX C / B747-400BCF / HS-TGH / 07 SEP 15
1 of 3
APPENDIX C
ITEM
MAINTENANCE RECORDS
TYPE
32
Dirty Fingerprints for Airworthiness Directives
33
Last Weighing Report including Schedule
34
Last Test Flight Report (if available)
35
Last Compass Swing Card
36
Last Digital Flight Data Recorder Read-Out (Soft copy)
ITEM
AIRCRAFT CONFIGURATION STATUS
TYPE
37
Layout of Passenger Arrangement Drawing - LOPA
38
Emergency Equipment Layout / Drawing
39
Inventory List of Avionic Components
40
Inventory List of Loose Cabin Equipment
41
Burns Certification IAW FAR / JAR Part 25
42
Seat Dress/Cover Materials Certs
43
Carpets Certs
44
Curtains Certs
45
Flight Attendant Seats Certs
ITEM
AIRCRAFT MANUFACTURER'S DELIVERY DOCUMENTS
TYPE
46
Manufacturer's AD Report
47
Manufacturers Initial Equipment List / Readiness Log
48
Manufacturer's Service Bulletin report
49
Aircraft Historical Log [miscellaneous log]
50
Manufacturer's Weighing Report (from delivery)
ITEM
ENGINE RECORDS
TYPE
51
Engine Maintenance History status (HRS & CYCLS)
52
Bill of Sale between Manufacturer and Owner (if available)
53
Engine Log Book
54
56
Engine Current Life Limited Parts Status

Engine records for all life Limited Parts to include all on log/off log Disk Sheets
(Installation/Removal) (last shop visit)
Engine Non Incident Statement or Information Statement
57
Statement of Engine Oil used
58
Statement of Power Thrust Rating Operation/usage
59
Engine Operator AD Compliance report & sign offs
60
Engine Operator Modification, EO and/or SB status report (last shop visit)
61
Engine Borescope Written Reports and Videos
62
Engine Last On -Wing / MPA Run Report
63
64
Engine Manufacturer's AD status report
65
Engine Manufacturer's Modification & SB status report (TBD)
66
Complete copies of all shop including CRS, AD, SB status
67
Engine Test Cell Run Report
55
B
B
2 of 3
APPENDIX C
ITEM
APU RECORDS
TYPE
68
APU Maintenance History status (HRS & CYCLS)
69
APU Log Book
70
APU Current Life Limited Parts Status (if available)
71
APU Manufacturer's AD status report
72
APU Manufacturer's Modification & SB status report (TBD)
ITEM
73
ITEM
74
COMPONENT RECORDS
EASA FORM 1 or FAA8130-3 or Thai DCA FORM ONE for Hard Time components
IAW item # 23 (last shop visit)
LANDING GEAR RECORDS
TYPE
B
TYPE
75
Landing Gear hours & Cycles Maintenance History Status (last shop visit)
Life Limited Parts status from operator
76
Certificate of Release to Service for Landing Gear Assembly
77
Last Overhaul Shop Records, including LLP and SB Status
ITEM
MANDATORY MANUALS
TYPE
78
Airplane Flight Manual
79
Airline Flight Crew Operating Manual (FCOM)
A
A
80
Manufacturer Flight Crew Operating Manual (FCOM)
81
Quick Reference Handbook
82
Weight and Balance Manual
83
MMEL & Dispatch Deviation Procedures Guide
84
Aircraft Maintenance Manual
85
Supplemental Type Certificate Data (if available)
86
Aircraft Illustrated Parts Catalogue
87
Aircraft Wiring Diagram Manual
88
Wire List & Hook -Up Charts
89
Aircraft Structural Repair Manual
90
Engine Maintenance Manual
91
Engine Illustrated Parts Catalog
92
Maintenance Planning Document [MPD]
93
Aircraft Schematic Manual
ITEM
NON-MANDATORY MANUALS
TYPE
94
Overhaul Manuals
95
Supplementary Tooling Documentation (if available)
96
System Test Equipment Document (if available)
97
NDT Manual
ITEM
MISCELLANEOUS
A
TYPE
98
Copy of operators maintenance program and maintenance schedule (MRGL)
99
Cross reference of operator against manufacturer's MPD card numbers
100
Air Operator's Certificate
101
EASA / FAA 145 Repair Station Certificate
3 of 3
APPENDIX D-1
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) Boeing B747-400BCF Aircraft
bearing Thai Registration Number HS-TGH and with Manufacturers Serial Number 24458.
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
Buyers 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:
Manufacturers Serial No.: 24458

Total hours
:
104297
Total cycles
:
16598
(b)
Engines:
4 (four) CF6-80C2B1F
Engine No. 1
Serial No.
Total hours
Total cycles
:
:
:
702239
102858
16506
Engine No. 2
Serial No.
Total hours
Total cycles
:
:
:
704797
69398
10263
Engine No. 3
Serial No.
Total hours
Total cycles
:
:
:
704308
81548
12593
APPENDIX D-1 / B747-400BCF / HS-TGH / 07 SEP 15
1 of 2
APPENDIX D-1
Engine No. 4
Serial No.
Total hours
Total cycles
:
:
:
706305
60904
9444
(c)
APU: Auxiliary Power Unit

Model No. PW901A bearing Manufacturers Serial No. PCE-900637
(d)
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;
(e)
The Aircraft Documentation set forth in Appendix C of the Agreement.
(ii)
Buyers 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:
____________________________
(
)
____________________________
(
)
____________________________
(
)
2 of 2
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.
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)
(ii)
Airframe:
Engines:
(iii)
APU:
(iv)
Parts:
(v)
Manufacturers Serial No. 24458;

4 (four) CF6-80C2B1F engines bearing respectively, Engine Serial Nos.
702239, 704797, 704308 and 706305;
Auxiliary Power Unit Model No. PW901A bearing Manufacturers Serial
No. PCE-900637;
all appliances, parts, furnishings, instruments, accessories, and other
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:
____________________________
(
)
1 of 1
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 Boeing B747-400BCF Purchase Agreement dated [__________], 2015, between
the parties hereto, of one (1) Boeing B747-400BCF Model Aircraft;
Registration Markings
HS-TGH
Manufacturers Serial Number 24458
With 2 (two) installed PW 4164 model engines bearing, Manufacturers Serial Numbers:
Position (1)
Position (2)
Position (3)
Position (4)
702239
704797
704308
706305
With one (1) installed Auxiliary Power Unit:

Manufacturers Model Number: PW901A
Manufacturers Serial Number : PCE-900637
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)
By __________________________
Its __________________________
______________________________
Thai Airways International
Public Company Limited (Seller)
______________________________
______________________________
1 of 1
APPENDIX E-1
SELLERS CONDITIONS PRECEDENT
The Sellers Conditions Precedent are for the exclusive benefit of Seller, and Seller may in its
sole discretion (a) waive in writing any of the Sellers 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.
2.
3.
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 Buyers 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 Buyers certificate of formation, Articles

of Organization and/or other constitutional documents;
(iii)
True, accurate and up to date copies of resolutions of Buyers 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
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.
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-1 / B747-400BCF / HS-TGH / 07 SEP 15
1 of 1
APPENDIX E-2
BUYERS CONDITIONS PRECEDENT

The Buyers Conditions Precedent are for the exclusive benefit of Buyer, and Buyer may in its
sole discretion (a) waive in writing any of the Buyers 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 Sellers behalf and any notice or document pursuant hereto;
(ii)
True, accurate and up to date copies of Sellers 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 Sellers 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 E-2 / B747-400BCF / HS-TGH / 07 SEP 15
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APPENDIX F
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 Boeing B747-400BCF aircraft with Thai Registration Number HS-TGH and bearing
Manufacturers Serial Number 24458 (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.
____________________________
(
)
Attorney-in-Fact
Witness: ____________________________
(
)
APPENDIX F / B747-400BCF / HS-TGH / 07 SEP 15
1 of 1
EXHIBIT 6-2
DRAFT -
USED AIRCRAFT PURCHASE AGREEMENT (HS-TGJ)
THIS USED AIRCRAFT PURCHASE AGREEMENT is made this __________, 2015 BY and
BETWEEN:
(1)
THAI AIRWAYS INTERNATIONAL PUBLIC COMPANY LIMITED, a public limited

company organized and existing under the laws of Thailand, whose registered office is located
at 89 Vibhavadi Rangsit Road, Bangkok 10900, Thailand (hereinafter referred to as Seller);
and
(2)
_____________, a company incorporated under the laws of _____________and having a

place of business located at _______________ (hereinafter referred to as Buyer).
The Seller and the Buyer hereinafter collective referred to as the Parties or each a Party.
WHEREAS:
A. Seller is the owner of Boeing B747-400BCF with THAI aircraft registration, HS-TGJ and
bearing Manufacturers Serial Number 24459 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;
E6-2 USED AIRCRAFT PURCHASE AGREEMENT / B747-400BCF HS-TGJ / 07 SEP 15
1 of 21
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 deregistration 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

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

(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;
2 of 21
EXHIBIT 6-2
DRAFT -
Law

(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 shall mean the maintenance program to which the Used Aircraft
or Sellers Maintenance has been subject during its ownership or operation by Seller;
Program
Memorandum of
Understanding
shall mean that certain Memorandum of Understanding dated

__________, 2015, between Seller and Buyer;
Month(s)
shall mean successive periods of 30 (thirty) Days;
Other Reasons
shall mean reasons other than Force Majeure relating to, arising
from or in connection with the correction of technical defects or
deficiencies in the condition of the Used Aircraft and/or
operational problems with the Used Aircraft as specified in
writing by Buyer resulting from Buyers Technical Inspection;
Parties
shall mean Seller and Buyer collectively;
Parts
shall mean the parts specified in Clause 2.2.2;
Party
shall mean Seller or Buyer;
Person
shall mean and include any individual, corporation, partnership,

firm, joint venture, trust, unincorporated organization, 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;
Sellers Account
shall mean Sellers bank account specified in Clause 7.2;
shall mean the Buyers issuance of acceptance of the Used

Aircraft Package pursuant to Clause 4 hereof;
3 of 21
EXHIBIT 6-2
DRAFT -
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;
Location
shall mean the Sellers facility at Don Mueang (DMK) or

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:
1.3
(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.
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 Manufacturers Serial Number
as follows:
4 of 21
EXHIBIT 6-2
DRAFT -
2.2
3.
THAI aircraft registration:
HS-TGJ
24459
Together with the Used Aircraft Package shall include the following:
2.2.1
4 (four) CF6-80C2B1F engines bearing Manufacturers Serial Numbers 704442,

702960, 702788 and 704441 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.
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 Sellers 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;
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3.2
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
and bind Seller.
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 Buyers 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
3.2.4
and bind Buyer.
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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
Sellers 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 Sellers 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.
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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 Sellers 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 (Sellers Conditions Precedent). Each of
Buyers 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 (Buyers
Conditions Precedent).
5.3
Subject to the fulfillment of Sellers Conditions Precedent, Buyer shall remit the Purchase
Price Balance to the Seller. Upon Sellers 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.
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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 Buyers
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.
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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
7.2
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")
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:
BANK NAME:
BANK ADDRESS:
ACCOUNT No.:
ACCOUNT NAME:
TELEX:
SWIFT CODE:
PHONE:
FACSIMILE:

ASIASQUARE TOWER 1
SINGAPORE 018960
0-010964-032
COMPANY LIMITED
CITISGSG
(65) 6224-2622
(65) 6657-5775
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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
Sellers 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 Buyers ownership, possession, use,
maintenance, repair, sale, lease, license, transfer or any grant of physical control or
custody to any Person, party or entity of the Used Aircraft 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.
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10.
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 Sellers obligations under this Agreement.
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 Buyers 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.
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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 Sellers 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

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 Sellers 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 Sellers
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.
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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.
MANUFACTURERS AND SUPPLIERS 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 manufacturers, suppliers, repairers and maintenance
contractors 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, Buyers
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:

Bangkok 10900,
Thailand
Attention:

Telephone: +66 (0) 2137-6200
Mobile:
+66 (0) 8 9519-1285
Facsimile: +66 (0) 2137-6940
E-mail:
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.
17 of 21
EXHIBIT 6-2
DRAFT -
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, Sellers warranty of title to be given in
the Warranty Bill of Sale will extend to Buyers 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.
18 of 21
EXHIBIT 6-2
DRAFT -
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 Partys 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
Buyers 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.
19 of 21
EXHIBIT 6-2
DRAFT -
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.
27.
APPROVAL OF SELLING THE USED AIRCRAFT

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
20 of 21
EXHIBIT 6-2
DRAFT -
IN WITNESS WHEREOF the Parties hereto have executed this Agreement by their duly authorized

By: ___________________________________
(
Witnessed: _____________________________
(
Witnessed: _____________________________
(

BUYER
By: ___________________________________
(
Witnessed: _____________________________
(
Witnessed: _____________________________
(
21 of 21
APPENDIX A-1
TERMS OF REFERENCE
As attached
APPENDIX A-1 / B747-400BCF / HS-TGJ / 07 SEP 15
1 of 1
APPENDIX A-2
As attached
APPENDIX A-2 / B747-400BCF / HS-TGJ / 07 SEP 15
1 of 1
APPENDIX B
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
Manufacturers
Model No.
Aircraft
Registration
Markings
Aircraft
Manufacturers
Serial No.
Engine
Manufacturers
Model No.
Boeing B747400SF
HS-TGJ
24459
CF6-80C2B1F
Engine Manufacturers
Serial No.
704442
702960
702788
704441
APU Manufacturers Model Number: PW901A

APU Serial Number: PCE-900643
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.
APPENDIX B / B747-400BCF / HS-TGJ / 07 SEP 15
1 of 2
APPENDIX B
Public Company Limited (SELLER)
By:
_________________________
Title: _________________________
APPENDIX B / B747-400BCF / HS-TGJ / 07 SEP 15
2 of 2
APPENDIX C
All documents listed below will be provided in English.
Type A
Type B
means that only one copy shall be provided with the first Aircraft or applicable Aircraft.
means that a single copy will be delivered with each Aircraft or Engine.
ITEM
TYPE
Certificate of Airworthiness
Certificate of Registration
Special Flight Permits (if required for ferry flight)
Noise Certificate
Radio Station License
AFM weight limitations ad operating limitations pages
ITEM
LEGAL DOCUMENTS (COMMERCIAL TRACE)
A
TYPE
Bill of Sale between Manufacturer and Owner
Lease Return - Technical Acceptance Certificates (if available)
Utilization reports from previous lessees (if available)
10
Aircraft status reports generated at each lease start or lease end
ITEM
AIRCRAFT STATUS
TYPE
11
Aircraft Non-Incident Statement (NIS) or Information Statement
12
Statement of Aircraft/Engines/APU Oils & Fluids
13
Aircraft Maintenance Check Status (Phase or Block A, C, D) and Forecast
14
Aircraft Maintenance release to service certificate (last A, C and D Checks)
15
Aircraft Airworthiness Directive Status
16
Aircraft Service Bulletin Status
17
Aircraft Engineering Order Status (TO - Technical Order)
18
Aircraft Modification by Supplemental Type Certificates (STC) (if applicable)
19
Aircraft Structural Damage Report and External Repair (if available)
20
Non-SRM / FAA 8110-3/ FAA 337 Approval for Structural Repairs
21
Aircraft Inventory List of Hard Time Components
22
Inventory List of On-Condition / Condition Monitored Components
23
Aircraft Hours & Cycles Utilization Report (last year)
24
Aircraft List of Deferred Maintenance Items
25
Aircraft Preservation/Reactivation (short/long term) Supporting Data
ITEM
MAINTENANCE RECORDS
TYPE
26
Aircraft Log Book
27
Technical Log (minimum 2 years)
28
A-Checks accomplished Work Packages (since last C-Check)
29
C-Checks accomplished Work Packages (last C-Check)
30
D-Checks accomplished Work Packages [SSI / SSID / or equivalent] (last D-Check)
31
Periodic Task Cards
APPENDIX C / B747-400BCF / HS-TGJ / 07 SEP 15
1 of 3
APPENDIX C
ITEM
MAINTENANCE RECORDS
TYPE
32
Dirty Fingerprints for Airworthiness Directives
33
Last Weighing Report including Schedule
34
Last Test Flight Report (if available)
35
Last Compass Swing Card
36
Last Digital Flight Data Recorder Read-Out (Soft copy)
ITEM
AIRCRAFT CONFIGURATION STATUS
TYPE
37
Layout of Passenger Arrangement Drawing - LOPA
38
Emergency Equipment Layout / Drawing
39
Inventory List of Avionic Components
40
Inventory List of Loose Cabin Equipment
41
Burns Certification IAW FAR / JAR Part 25
42
Seat Dress/Cover Materials Certs
43
Carpets Certs
44
Curtains Certs
45
Flight Attendant Seats Certs
ITEM
AIRCRAFT MANUFACTURER'S DELIVERY DOCUMENTS
TYPE
46
Manufacturer's AD Report
47
Manufacturers Initial Equipment List / Readiness Log
48
Manufacturer's Service Bulletin report
49
Aircraft Historical Log [miscellaneous log]
50
Manufacturer's Weighing Report (from delivery)
ITEM
ENGINE RECORDS
TYPE
51
Engine Maintenance History status (HRS & CYCLS)
52
Bill of Sale between Manufacturer and Owner (if available)
53
Engine Log Book
54
56
Engine Current Life Limited Parts Status

Engine records for all life Limited Parts to include all on log/off log Disk Sheets
(Installation/Removal) (last shop visit)
Engine Non Incident Statement or Information Statement
57
Statement of Engine Oil used
58
Statement of Power Thrust Rating Operation/usage
59
Engine Operator AD Compliance report & sign offs
60
Engine Operator Modification, EO and/or SB status report (last shop visit)
61
62
Engine Last On -Wing / MPA Run Report
63
64
Engine Manufacturer's AD status report
65
Engine Manufacturer's Modification & SB status report (TBD)
66
Complete copies of all shop including CRS, AD, SB status
67
Engine Test Cell Run Report
55
B
B
2 of 3
APPENDIX C
ITEM
APU RECORDS
TYPE
68
APU Maintenance History status (HRS & CYCLS)
69
APU Log Book
70
APU Current Life Limited Parts Status (if available)
71
APU Manufacturer's AD status report
72
APU Manufacturer's Modification & SB status report (TBD)
ITEM
73
ITEM
74
COMPONENT RECORDS
EASA FORM 1 or FAA8130-3 or Thai DCA FORM ONE for Hard Time components
IAW item # 23 (last shop visit)
LANDING GEAR RECORDS
TYPE
B
TYPE
75
Landing Gear hours & Cycles Maintenance History Status (last shop visit)
Life Limited Parts status from operator
76
Certificate of Release to Service for Landing Gear Assembly
77
Last Overhaul Shop Records, including LLP and SB Status
ITEM
MANDATORY MANUALS
TYPE
78
Airplane Flight Manual
79
Airline Flight Crew Operating Manual (FCOM)
A
A
80
Manufacturer Flight Crew Operating Manual (FCOM)
81
Quick Reference Handbook
82
Weight and Balance Manual
83
MMEL & Dispatch Deviation Procedures Guide
84
Aircraft Maintenance Manual
85
Supplemental Type Certificate Data (if available)
86
Aircraft Illustrated Parts Catalogue
87
Aircraft Wiring Diagram Manual
88
Wire List & Hook -Up Charts
89
Aircraft Structural Repair Manual
90
Engine Maintenance Manual
91
Engine Illustrated Parts Catalog
92
Maintenance Planning Document [MPD]
93
Aircraft Schematic Manual
ITEM
NON-MANDATORY MANUALS
TYPE
94
Overhaul Manuals
95
Supplementary Tooling Documentation (if available)
96
System Test Equipment Document (if available)
97
NDT Manual
ITEM
MISCELLANEOUS
A
TYPE
98
Copy of operators maintenance program and maintenance schedule (MRGL)
99
Cross reference of operator against manufacturer's MPD card numbers
100
Air Operator's Certificate
101
EASA / FAA 145 Repair Station Certificate
3 of 3
APPENDIX D-1
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.
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) Boeing B747-400BCF Aircraft
bearing Thai Registration Number HS-TGJ and with Manufacturers Serial Number 24459.
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
Buyers 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:
Manufacturers Serial No.: 24459

Total hours
:
100853
Total cycles
:
16117
(b)
Engines:
4 (four) CF6-80C2B1F
Engine No. 1
Serial No.
Total hours
Total cycles
:
:
:
704442
74948
11632
Engine No. 2
Serial No.
Total hours
Total cycles
:
:
:
702960
89695
14549
Engine No. 3
Serial No.
Total hours
Total cycles
:
:
:
702788
90446
14020
APPENDIX D-1 / B747-400BCF / HS-TGJ / 07 SEP 15
1 of 2
APPENDIX D-1
Engine No. 4
Serial No.
Total hours
Total cycles
:
:
:
704441
68112
10373
(c)
APU: Auxiliary Power Unit

Model No. PW901A bearing Manufacturers Serial No. PCE-900643
(d)
Parts: all appliances, parts, furnishings, instruments, accessories, and other

(e)
The Aircraft Documentation set forth in Appendix C of the Agreement.
(ii)
Buyers 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:
____________________________
(
)
____________________________
(
)
____________________________
(
)
2 of 2
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.
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)
(ii)
Airframe:
Engines:
(iii)
APU:
(iv)
Parts:
(v)
Manufacturers Serial No. 24459;

4 (four) CF6-80C2B1F engines bearing respectively, Engine Serial Nos.
704442, 702960, 702788 and 704441;
Auxiliary Power Unit Model No. PW901A bearing Manufacturers Serial
No. PCE-900643;
all appliances, parts, furnishings, instruments, accessories, and other
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:
____________________________
(
)
1 of 1
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 Boeing B747-400BCF Purchase Agreement dated [__________], 2015, between
the parties hereto, of one (1) Boeing B747-400BCF Model Aircraft;
Registration Markings
HS-TGJ
Manufacturers Serial Number 24459
With 2 (two) installed PW 4164 model engines bearing, Manufacturers Serial Numbers:
Position (1)
Position (2)
Position (3)
Position (4)
704442
702960
700788
704441
With one (1) installed Auxiliary Power Unit:

Manufacturers Model Number:
PW901A
PCE-900643
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)
By __________________________
Its __________________________
______________________________
Public Company Limited (Seller)
______________________________
______________________________
1 of 1
APPENDIX E-1
SELLERS CONDITIONS PRECEDENT
The Sellers Conditions Precedent are for the exclusive benefit of Seller, and Seller may in its
sole discretion (a) waive in writing any of the Sellers 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.
2.
3.
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 Buyers 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 Buyers certificate of formation, Articles

of Organization and/or other constitutional documents;
(iii)
True, accurate and up to date copies of resolutions of Buyers 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
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.
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-1 / B747-400BCF / HS-TGJ / 07 SEP 15
1 of 1
APPENDIX E-2
BUYERS CONDITIONS PRECEDENT

The Buyers Conditions Precedent are for the exclusive benefit of Buyer, and Buyer may in its
sole discretion (a) waive in writing any of the Buyers 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 Sellers behalf and any notice or document pursuant hereto;
(ii)
True, accurate and up to date copies of Sellers 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 Sellers 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 E-2 / B747-400BCF / HS-TGJ / 07 SEP 15
1 of 1
APPENDIX F
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 Boeing B747-400BCF aircraft with Thai Registration Number HS-TGJ and bearing
Manufacturers Serial Number 24459 (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.
____________________________
(
)
Attorney-in-Fact
Witness: ____________________________
(
)
APPENDIX F / B747-400BCF / HS-TGJ / 07 SEP 15
1 of 1
EXHIBIT 7
FORM OF STANDBY LETTER OF CREDIT
[ ________ ], 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) Boeing B747-400BCF 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 Buyers 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]
E7 FORM OF STANDBY LETTER OF CREDIT / B747-400BCF HS-TGH, -TGJ / 07 SEP 15
1 of 1
EXHIBIT 8-1
PROPOSAL FOR PURCHASE OF USED AIRCRAFT
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:
Boeing B747-400BCF
Aircraft Registration:
HS-TGH
Manufacturer Serial Number:
24458
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
E8-1 PROPOSAL FOR PURCHASE OF USED AIRCRAFT / B747-400 HS-TGH / 07 SEP 15
1 of 2
EXHIBIT 8-1
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:
Yes
No
If Yes, please specify required item(s).
Following items will not be provided.
Medical Kit
First Aid Kit
Oxygen Bottle
Fire Extinguisher
Life Vest
Galley Insert
Wheel Chair
Mega Phone
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 ____________________________
E8-1 PROPOSAL FOR PURCHASE OF USED AIRCRAFT / B747-400 HS-TGH / 07 SEP 15
2 of 2
EXHIBIT 8-2
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:
Boeing B747-400BCF
Aircraft Registration:
HS-TGJ
Manufacturer Serial Number:
24459
Finance Information
Agency:
Yes
No
If Yes, please describe and specify cost.
Price Offered:
Deposit:
Purpose of Purchase :
Continue Operation
Part Out
E8-2 PROPOSAL FOR PURCHASE OF USED AIRCRAFT / B747-400 HS-TGJ / 07 SEP 15
1 of 2
EXHIBIT 8-2
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:
Yes
No
If Yes, please specify required item(s).
Following items will not be provided.
Medical Kit
First Aid Kit
Oxygen Bottle
Fire Extinguisher
Life Vest
Galley Insert
Wheel Chair
Mega Phone
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 ____________________________
E8-2 PROPOSAL FOR PURCHASE OF USED AIRCRAFT / B747-400 HS-TGJ / 07 SEP 15
2 of 2
EXHIBIT 9
B747-400BCF SALE TIMELINE AND ACTIVITY
7 SEP 7 OCT 15
Invitation Launch
12 - 16 OCT 15
AESC Open Bid
THAI
28 OCT 15
Award Conclusion
19 - 27 OCT 15
Negotiation
21 SEP 2 OCT 15
Aircraft & Documents

Inspection
within 9 OCT 15
Proposal Submission
(Bid Bond: 50,000 USD per Proposal)
Submit Inspection Guarantee *

50,000 USD within 24 SEP 15
Tentative
AWARD APPROVAL
Delivery outside Thailand
Delivery in Thailand
MOU Execution
(10 business days after awarded)
& Deposit Payment

Bidder
(Ferry Flight)
Borescope Inspection &

Pre-Document Review
(to be performed no later than
30 calendar days
after Award Announcement)
MOU Execution
(10 business days after awarded)
& Deposit Payment

days
Final Document Review
Final Document Review
Activated Ferry Flight

Payment of Maintenance Service
UAPA Execution
(within 30 calendar days

after execution of MOU)

after execution of UAPA)
UAPA & Side Letter

Execution
(within 30 calendar days)
Payment of Ferry Flight Fee
Balance Payment,
Delivery & Title Transfer
after execution of UAPA)
Ferry Flight, Balance

Payment & Title Transfer
Tax Declared
Logo wiped off
* Require number of Inspectors and colored copies of their passports
E9 SALE TIMELINE AND ACTIVITY / B747-400BCF HS-TGH, HS-THJ / 07 SEP 15
1 of 1
EXHIBIT 10
TECHNICAL DOCUMENTATION FOR AIRCRAFT INSPECTION
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
LIST OF TECHNICAL ORDER
LAST C-CHECKS WORK PACKAGE. JOB CARDS WOULD BE USED FOR BUYER'S
MAINTENANCE PROGRAM BRIDGING PURPOSES ONLY (MRGL)
LAST D-CHECKS WORK PACKAGE. JOB CARDS WOULD BE USED FOR BUYER'S
MAINTENANCE PROGRAM BRIDGING PURPOSES ONLY (MRGL)
AIRCRAFT' AIRWORTHINESS DIRECTIVE (AD) STATUS
AIRCRAFT' MANUFACTURER'S MODIFICATION & SERVICE BULLETINS (SB) STATUS
LIST OF MAJOR MODIFICATION BY SUPPLEMENTAL TYPE CERTIFICATE (STC'S)
UTILIZATION LOG (CURRENT LOG) FOR LAST 2(TWO) YEARS PERIOD ONLY
LIST OF MAJOR REPAIRS ACCOMPLISHED ON THE AIRFRAME
ITEMS
1
ENGINE MAINTENANCE RECORDS

ENGINE RELEASE CERTIFICATE FROM THE LAST SHOP VISIT
INCLUDING CURRENT ENGINE HOURS AND CYCLES
ENGINE LAST SHOP VISIT REPORT
ENGINE LIFE LIMITED PARTS STATUS
ENGINE AIRWORTHINESS DIRECTIVE (AD) STATUS
ENGINE MANUFACTURER'S MODIFICATION & SERVICE BULLETINS (SB) STATUS
ENGINE LAST BORESCOPE INSPECTION REPORT
ENGINE VIDEO BORESCOPE INSPECTION
ENGINE TREND MONITORING
ENGINE MAX POWER ASSURANCE (IF ENGINE TREND MONITORING NOT AVAILABLE)
ITEM
APU MAINTENANCE RECORDS
APU HOURS & CYCLES STATUS
APU LAST SHOP VISIT REPORT
APU LIFE LIMITED PARTS STATUS
APU AIRWORTHINESS DIRECTIVE (AD) STATUS
APU MANUFACTURER'S MODIFICATION & SERVICE BULLETINS (SB) STATUS
E10 TECHNICAL DOCUMENTATION FOR AIRCRAFT INSPECTION / B747-400BCF HS-TGH, -TGJ / 07 SEP 15
1 of 2
EXHIBIT 10
TECHNICAL DOCUMENTATION FOR AIRCRAFT INSPECTION
ITEM
LANDING GEAR MAINTENANCE RECORDS
LANDING GEAR HOURS & CYCLES STATUS
LANDING GEAR LAST OVERHAUL SHOP VISIT REPORT
LANDING GEAR LIFE LIMITED PARTS STATUS
LANDING GEAR AIRWORTHINESS DIRECTIVE (AD) STATUS
LANDING GEAR MANUFACTURER'S MODIFICATION & SERVICE BULLETINS (SB) STATUS
ITEM
COMPONENTS
LIST OF AVIONCS COMPONENTS
LIST OF HARD TIME COMPONENTS
LIST OF "OC" AND "CM" COMPONENTS
LIST OF LOOSE CABIN EQUIPMENTS
ITEM
CERTIFICATES OF REGISTRATION
CERTTIFICATE OF AIRWORTHINESS
EXPORT CERTTIFICATE OF AIRWORTHINESS (IF REQUIRED BY BUYER)
RADIO LICENSES
NOISE CERTIFICATE
INSURANCE CERTIFICATE
AIR OPERATOR'S CERTIFICATE
ITEM
1
LETTER/STATEMENTS
LETTER STATING THAT THE AIRCRAFT HAS NO LOANED OR LEASED
EQUIPMENT
LETTER STATING THAT THE AIRCRAFT HAS BEEN OPERATED AND

MAINTAINED UNDER AN APPROVED MAINTENANCE PROGRAM
AIRCRAFT NON INCIDENT/ACCIDENT STATEMENT (NIS)

IF INVOLVED IN AN ACCIDENT, REPAIR DATA I.A.W MANUFACTURER'S
REPAIR RECOMMENDATIONS WILL BE PROVIDED.
STATEMENT OF NON-MILITARY USE OF SUCH AIRCRAFT,ENGINE,APU OR

COMPONENTS
STATEMENT OF NO NON-APPROVED FAA OR EASA PARTS
E10 TECHNICAL DOCUMENTATION FOR AIRCRAFT INSPECTION / B747-400BCF HS-TGH, -TGJ / 07 SEP 15
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An Invitation to Participate in Bidding of Outright Purchase of 2 (two) Boeing

Terms of Reference (TOR)

Flg. Off. Chalermpon Intarawong

TERMS OF REFERENCE (TOR)

Aircraft Specification and Additional Information:

Be a legal entity with evidence of Company Registration/Affidavit

Not ever been declared on blacklist by THAI

Have a proof of reliable fund

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

TERMS OF REFERENCE (TOR)

Proprietary Information: Terms and conditions including information, data and

Notification of National Anti-Corruption Commission: If the awarded Bidder is a Thai

Execution of Documents: The awarded Bidder is required for signing a Memorandum of

Technical Acceptance which is to be performed after execution of the UAPA and

Acceptance of the Delivery of the Used Aircraft which is to be performed within 30

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

TERMS OF REFERENCE (TOR)

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

TERMS OF REFERENCE (TOR)

Aircraft Inspection, Guarantee on Aircraft Inspection and Bid Bond:

In case of no Aircraft Inspection Guarantee provided, a Bidder is required to provide

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

TERMS OF REFERENCE (TOR)

Conditions on Submitting the Proposal:

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

Price Proposal - One Hard Copy Only:

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

TERMS OF REFERENCE (TOR)

The Proposal Package shall be addressed to the following person:

Director of Engineering Department (BKKTE)

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

TERMS OF REFERENCE (TOR)

Minimum Terms of the Proposal:

Language: The Proposal as well as all accompanying documents must be in

Cost of Bid Preparation and Submission:

Deviation: If the Bidder desires to amend or revise terms or conditions stated in

Procedures and Criteria/Basis:

Aircraft Inspection and Maintenance Data Review:

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

TERMS OF REFERENCE (TOR)

Right to Accept or Reject the Proposal:

Right to Cancel the Bid:

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

TERMS OF REFERENCE (TOR)

10. Unfair Competition:

11. Enquiry and Clarification and Focal Point:

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

Total Flight hours

Total Flight Cycle

THAI AIRWAYS INTERNATIONAL PUBLIC

Manufacturing Delivery Date

A/C Current Status

Stored since 31 March 2015

Maximum Landing Weight (MLW)

Maximum Zero Fuel Weight (MZFW)

Operating Empty Weight (OEW)

Maximum Fuel Capacity

Maximum Operating Altitude

Engine and APU Status:

Total Time Since New

Total Cycle Since New

Hours Since Last Perf. Resto.