Proposal for Services Aircraft Sales - PDF - PDF

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					                     REQUEST FOR PROPOSALS (RFP)
SALE OF ONE LOT OF 17 UNITS OF B737- 400 AIRCRAFT WITH LEASES ATTACHED


1.         INTRODUCTION

           Penerbangan Malaysia Berhad (PMB), a Malaysian Government owned Company is
           soliciting offers from interested parties to purchase seventeen (17) units of B737-400
           passenger aircraft with leases attached. All the seventeen (17) aircraft are currently
           leased to Malaysia Airlines (MAS) and will be leased by the Buyer to MAS under
           identical individual market-standard operating lease agreements, commencing on the
           purchase date. The Aircraft will be sold in one (1) lot.


2.         DETAILS OF THE AIRCRAFT

           The list of aircraft to be sold and the lease expiry dates are shown in Attachment 1.

           The specifications, cabin interior layout, galley arrangements and the current condition
           of the Aircraft, Engines, Engine Life Limited Parts, Landing Gears and the Auxiliary
           Power Unit are given in Attachments 2 to 4.

           Attachment 2: Aircraft Specification inclusive of cabin interior layout and galley
           arrangements.

           Attachment 3: Aircraft Maintenance Status as of 30 April 2008.

           Attachment 4: Engine Status as of 15th May 2008.

3.         SALIENT POINTS OF THE LEASE AGREEMENTS

           See Attachment 5, which contains a summary of the salient points of the pro-forma
           lease agreement. This summary is for information only, and the detailed pro-forma
           lease agreement will be made available to shortlisted candidates in due course. An
           individual lease agreement will be entered into in relation to each Aircraft, in the form of
           the pro-forma lease agreement.


4.         SPECIFIC CONDITIONS OF THE SALE

     i.    Leasing of aircraft to MAS

           The sale of the aircraft is conditional upon the Buyer agreeing to lease all the seventeen
           (17) aircraft back to MAS under individual lease agreements in the form of the pro-forma
           lease agreement, so MAS will have uninterrupted possession of the aircraft.

     ii.   Currency of Offer Prices

           Offer Prices shall be quoted in United States Dollars.

     iii. Delivery Conditions To Buyer

           Ownership of the aircraft shall be transferred to the Buyer with the aircraft in an “As Is,
           Where Is” condition.

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     iv. Engines

            At the point of sale, the engines identified may or may not be the engines currently
            installed on the specific airframes but shall be the engines at redelivery at the end of the
            individual lease, unless mutually agreed otherwise. PMB reserves the right to change
            these engines that are identified herewith in the attachments and such changes will be
            notified prior to closing of the sale.

     v.     Labuan Based Entity

            The Buyer shall purchase the aircraft through a Labuan based entity which shall be the
            registered owner and lessor of the aircraft. Alternatively, a headlease / sublease
            structure may be used where a Labuan based entity is the intermediate lessor to MAS.

     vi. No Brokers

            Neither the Buyer nor PMB shall engage the services of a broker or similar
            representative agent for the purposes of this transaction. Each party shall represent to
            the other the absence of such brokers or representative agents and indemnify the other
            with respect to any breach of such representation.


5.          GENERAL CONDITIONS OF SALE AND DEPOSIT PAYMENTS

            See Attachment 6, which contains the general conditions of the sale process and
            deposit payments.


6.          OTHER TERMS

     i.     PMB shall not be responsible for any fees, charges and/or expenses howsoever
            incurred by potential Buyers in respect of the offers.

     ii.    PMB reserves the right, at all times to modify, waive, or amend any terms and conditions
            of this RFP including but not limited to the Indicative Timeline.

     iii.   PMB shall have its sole and full discretion to determine the successful Buyer/s, and shall
            be free to consider, accept or reject (with or without conditions) any offer received.

     iv. PMB and Buyer shall bear their own costs and expenses associated with the
         preparation and signing of the transaction documents.

     v.     This RFP constitutes an invitation to submit an offer only. This RFP is not an
            offer and does not give rise to an obligation to enter into any contractual
            obligations. Neither PMB nor MAS will be bound by the terms of any offer
            received in response to this RFP, nor by any statement made by PMB or MAS
            made in connection with this RFP.

     vi. The terms contained in this RFP will prevail over any conflicting terms which are
         contained in any offer submitted in response to this RFP (unless expressly
         agreed to by PMB in writing).




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      vii. The recipient of this RFP (and/or any potential Buyer which makes an offer) will not be
           entitled to reclaim any of its costs or any other liability associated with its (or any third
           party’s) involvement in the RFP process and neither PMB nor MAS will incur any liability
           to such person (or third parties) whatsoever in relation to this RFP.


7.         INSTRUCTIONS TO BIDDERS

      i.   Processing Fee

           Candidates wishing to make an offer are required to make a payment in clear funds, a
           non-refundable Processing Fee of USD3,000.00.
           Payment shall be made by 2nd June 2008 to the following account:

                   Receiving Bank: Standard Chartered Bank, New York
                   Receiving Bank’s Swift Code: SCBLUS33
                   Account name: Penerbangan Malaysia Berhad
                   Beneficiary’s Bank: Standard Chartered Bank Malaysia Berhad
                   Beneficiary’s Bank Account No: 3582-088502-001
                   Beneficiary’s Bank Swift Code: SCBLMYKXXXX
                   For Credit to Beneficiary Account: Penerbangan Malaysia Berhad
                   Beneficiary’s Account No.: 312 1700 2119 8

           A copy of the remittance statement is to be forwarded to:

                   Head
                   Finance Division
                   Penerbangan Malaysia Berhad
                   E - mail: lohwy@pmb.com.my
                   Fax No.: 603 – 2240 0888

ii.        Submission of Offers

           Offers, together with company profile and lastest audited financial statement, may be
           submitted by electronic mail or through normal mail in sealed envelops to the following
           address:

           E-mail address: 734@pmb.com.my

           Postal Address: Penerbangan Malaysia Berhad
                          Level 39, Menara TM
                          Jalan Pantai Baharu
                          59200 Kuala Lumpur
                          Malaysia


      iii. Closing Time and Date

           All offers must be submitted to PMB at either of the above addresses (e-mail or postal)
           by 5.00 p.m. Malaysian time on 2nd June 2008.




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     iv. Enquiries

        All enquiries shall be addressed to:

        Arifin Ismail
        Head
        Aircraft Technical Services
        Penerbangan Malaysia Berhad
        e-mail: arifin@pmb.com.my
        Fax No.: 603 2240 7000


8.      INDICATIVE TIMELINE

        Invitation to submit offers: 22nd May 2008
        Clarifications: 26th May to 30th May 2008
        Closing Date: 2nd June 2008
        Documentation & Closing: From 19th June to 30th June 2008


9.      CONFIDENTIALITY

        All information provided by PMB to the recipients of this RFP (or to any party in
        connection with this RFP) is strictly confidential and is not to be disclosed to unrelated
        parties without the express permission of PMB. Shortlisted candidates will be required
        to enter into appropriate confidentiality agreements.


10.     GOVERNING LAW

        This RFP and all related documentation (including the individual lease agreements) will
        be governed by and construed in accordance with English law.



Issued By:              PMB Tenders Committee
Date of Issue:          22nd May 2008




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