b) TECHNICAL SPECIFICATIONS : ( Aircraft / Engines / APU )

The technical details / relevant specification of the Aircraft, Engines and APU are as attached in following Annexures with their current status :

> AIRCRAFT ( Fly Away condition ) with Engines Lot “A1”:

·                Annexure “I” – A310-300 ‘EQS’ Aircraft Specifications

·                Annexure “II” – Life Sheet of Engine Sr.# 695318

·                Annexure “III” – Module Data of Engine Sr.# 695318

·                Annexure “IV” – Life Sheet of Engine Sr.# 690143

·                Annexure “V” – Module Data of Engine Sr.# 690143

Lot “A2”

·                Annexure “VI” – A310-300 ‘EQT’Aircraft Specifications

·                Annexure “VII” – Life Sheet of Engine Sr.# 695-103 A2

·                Annexure “VIII” – Module Data of Engine Sr.#695-103 A2

·                Annexure “IX” - Life Sheet of Engine Sr.#690276

·                Annexure “X” – Module Data of Engine Sr.# 690276

> ENGINES : “ As is where is condition” Lot “B1”:

·                Annexure “XI” – Life Sheet of Engine Sr.# 695102

·                Annexure “XII” – Module Data of Engine Sr.# 695102

Lot “B2” – “ unserviceable engine in “ as is where is condition”

·                Annexure “XIII” – Life Sheet of Engine Sr.# 690140

·                Annexure “XIV” – Module Data of Engine Sr.# 690140

> APU (Serviceable) – Lot “C”

·                Annexure “XV” – Life Sheet of APU Sr.# P-1 176

The insurance of respective aircraft is valid and NACIL will be responsible to provide the insurance coverage till the time of delivery of aircraft or up to 30 days of sale agreement whichever is earlier . Beyond this the separate / extended coverage , if required, will be buyer’s responsibility.

For clarification on the technical specifications, may contact :

1. A.GopiKrishna , GM-Engg ( MPD ) Email: A.Gopikrishna@airindia.in  Tel No : 009 1-22- 26263787

Fax NO: 009 1-22-026157046

a)        Online bidding will be done in USD only for foreign as well as Indian bidders. If successful , the Indian bidders can remit the sale proceed in INR. Please note the exchange rate / conversion factor for the comparative purpose will be as per the prevailing IATA exchange rates on date of e-auction which will de declared prior to commencement of the e-auction.

b)        The rates quoted should be Net rate, exclusive of all statutory charges, duties, levies clearing ! forwarding ! transportation charges and taxes such as Sales Tax,! VAT, Turnover tax, Work contract Tax , Service charges! Taxes , Income tax, etc. and it will be buyer’s responsibility to pay ! bear such cost, charges, taxes & levies. In other words, all taxes, levies, duties, etc. as may be applicable at the time of sale, shall be borne by the buyers, and would be payable in addition to the quoted sale amount. Also, all costs related to the transfer of the title would need to be borne by the successful bidder(s).

c)           Requests, if any, for deferred payment in the form of Letter of Credit, or through the IATA Clearing House would not be accepted.

d)           NACIL will not be responsible for documents if lost in transit or not received in time including on account of postal or courier delay.

e)           Conditional offers would not be accepted.

f)             Amendment to the offers would not be permitted after the submissions of bids ! e-auction.

g)           NACIL will not make or participate in any financing agreement in favour of any of the prospective buyers.

h)           The expenses incurred with regard to remitting payment through Demand Draft ! Banker’s Cheque, or for wire transfer will be borne by the buyers.

i) For clarification on commercial matters ! bid process, etc., you may contact: 1. Mr. P.S. Negi, .G.M. – Materials Management

Email : PS.Negi@airindia.in Tel. No.: 0091-22-26265542 Fax No.: 009 1-22-26157033

IV. PARTICIPATION IN E-AUCTION:

a) Eligibility to participate in Online E-Auction

·                                                             Registration with MSTC (in accordance with clause(b) below). (In case already registered with MSTC and if the registration is valid – no fresh registration is required)

·                                                             Payment of EMD (in accordance with clause V (8) below).

·                                                             Receipt of letter of Acceptance of Terms and Conditions (in accordance with Annexure “XVI”).

The prospective bidder/s are to submit the financial offers through on line e-auction on MSTC India website http://www.mstcecommerce.com/ on 19^th January 2010, commencing at IST 1100hrs hrs. , the e-auction will be open for 12 hours i.e. upto 2300 hrs IST. For this purpose, the buyer will have to register with M/s. MSTC (The Registration Form is available on Website http://www.mstcecommerce.com/)

b) Registration with MSTC:

>        The prospective bidder/s are required to register online with MSTC through http://www.mstcecommerce.com/

>        Registration charges for foreign bidder/s are USD 500/- + Service Tax @ 10.3%, ( or as applicable ) payable to MSTC (please refer Annexure “XVIII”: Bank / Contact details )

>        Registration charges for Indian bidders are Rupees 10,000/- + Service Tax @ 10.3% ( or as applicable ) payable to MSTC (please refer Annexure “XVIII” : Bank / Contact details)

>        The prospective bidders have to ensure submission of the following documents directly to MSTC (please refer Annexure “XVIII”: Bank / Contact Details)

·                                                 Letter of introduction from the local Chamber of Commerce to be sent to MSTC directly by the issuing authority.

·                                                 Details of bank account of the bidder along with the solvency certificate from the bank directly to MSTC.

·                                                 Two Passport size photographs of the authorized signatory, who is the employee of the Company will have to be sent to MSTC for the purpose of issuing the ID card to be presented at the time of inspection.

V. PLEASE MAKE NOTE OF FOLLOWING ADDITIONAL POINTS / TERMS

AND CONDITIONS:

1.         LOCATION OF AIRCRAFT, ENGINES AND APU

The aircraft and related assets will be available at / located at Air India facility, Old Airport, Santacruz, Mumbai for purpose of inspection and taking of delivery.

2.         TITLE TRANSFER / POINT OF SALE :

a.         The successful bidder/s would be required to sign an Agreement for Sale with NACIL, prior to taking delivery of the aircraft, engines and APUs for which he / they may have qualified against this tender.

b.      Title of the aircraft, engines and APUs will be transferred to the buyer on receipt of full and final payments as per the terms of sale agreement entered into with the buyer(s) concerned. It is clearly understood that any taxes, duties or levies (central or state) applicable as per India laws or elsewhere will be to the buyer’s account. If applicable, the prospective buyers will be required to deposit the tax element along with sales price before transfer of title is effected.

c. If the sale is concluded outside India, and the delivery of the aircraft, engines and APUs thereof is required to be effected outside India , same will be at buyer’s responsibility / at buyers cost .. The agreement signing and the payment formalities can be effected overseas as mutually agreed.

3.         ACCEPTANCE OF THE AIRCRAFT / ASSETS OFFERED :

Once the offer has been submitted by the bidder/s, it is construed that the bidder/s is / are satisfied with the contents & status of the Aircraft, engines and APUs as quoted for. No rejection under any pretext will be allowed at the time of delivery, or at a later date.

4.         RIGHT OF WITHDRAWAL:

NACIL reserves the right to withdraw the aircraft, engines and APUs from sale without assigning any reason whatsoever. Should such a withdrawal occur after submission of bid, the EMD would be returned to the bidders.

5. AGREEMENT FINALISATION:

If required, the successful bidder/s, at their own expense, shall visit Mumbai for execution of the Sale / Agreement.

6. INSPECTION:

After completing the Registration formalities with MSTC, the prospective bidders if so wish, are welcomed to inspect the aircraft, engines and APUs and related documents at Mumbai, with advance intimation at their own cost prior to submission of the offer. Inspection will not include running of the engine / aircraft/components. The inspection will not include aircraft test flight, engine ground run up or component test.

The Aircraft, engines & APUs offered for sale may be inspected during working hours / days of NACIL at their site with prior permission and by observing Security Regulations of NACIL. The prospective bidders may contact following officials, with advance intimation and with their MSTC registration ID #, to facilitate such inspection through NACIL Engineering

1. Mr A.GopiKrishna , GM-Engg ( MPD ) Email: A.Gopikrishna@airindia.in  Tel No : 009 1-22- 26263787

Fax NO: 009 1-22-026157046

1.               DELIVERY OF AIRCRAFT, ENGINES AND APU:

a)             Aircraft will be delivered in fly away / serviceable conditions subject to receipt of full and final payment as per the sale agreement and meeting of all regulatory requirement including the security / DGCA related formalities and clearances. All associated costs with regard to delivery of the aircraft, engines and APUs will have to be borne by the buyer and NACIL will provide the relevant documentation and assistance for Export related formalities.

b)             The buyer must endeavor to take delivery of Aircraft, engines and APUs within 30 days of signing of sale agreement (15 days of full and final payment). For the unreasonable delay in taking delivery, NACIL reserves the right to impose / charge penal rate / ground and parking charges for the delayed period at its sole discretion – read with Para (h) below.

c)                Delivery of the Aircraft, engines and APUs covered in this tender will be made only after signing of the Sale Agreement & realization of the sale price in full.

d)               The buyer will have to make his own arrangements for transporting the Aircraft, engines and APUs covered in this tender from Mumbai.

e)             Expenses, if any, incurred by NACIL associated with transportation of Aircraft, engines and APUs as covered in this tender after the transfer of title, shall be reimbursed by the buyer. Such assistance will be provided by NACIL only on having expressly agreed to the same and the cost associated with transportation, etc. will have to be borne by the buyer.

f)               After acceptance of the offer, and until receipt of clearances from the Board of Directors of NACIL and The Government of India, there would be normal wear and tear of the Aircraft, engines and APUs. These would be delivered in “as is where is” condition without any additional obligation or responsibility on part of NACIL.

g)             The Aircraft, engines and APUs as covered in this tender shall remain in the custody of NACIL, at the risk of the buyer, until delivery has been taken by the buyer following receipt of full payment & fulfillment of all contractual obligations as per the terms of this tender.

h)             In case of failure to remove / take delivery of the Aircraft, engines and APUs as specified in this tender within the stipulated time, demurrage charges @5% of the sale price will be charges for every 30 days of delay or part thereof at discretion of NACIL. This is, however, without prejudice to the rights of NACIL to forfeit any or all payments made by the buyer, and to automatically revoke the sale, and to re-sell such item(s) at the cost and risk of the buyer.

i)                  Buyer will not be permitted to sell / effect sub-sale of any kind to the Third Party within the NACIL premises.

j)                 Buyer shall take delivery of the aircraft, engines and APUs thereof notwithstanding the faults and flaws, if any, in the description / otherwise and irrespective of whether they were actually inspected or not.

k)      Buyer will have to fulfill relevant provisions of safety and security as
applicable including the statutory and regulatory provisions prevailing and

as applicable to them or their representatives while transacting the above sale deed or taking delivery of the aircraft, engines and APUs.

l) If required, buyer will have to take the Insurance coverage as deem suitable for the delivery and transportation. In the event buyer fails to take such suitable / extended insurance, buyer will be fully responsible for the consequences including all risks such as theft, pilferage, demurrage, loss of any portion of the aircraft, engines and APUs.

2.             PREBID EARNEST MONEY DEPOSIT (EMD):

The Offer should be submitted together with interest free EMD as per details given below .

EMD by Indian Bidders must be paid in INR only by Demand Draft / Pay Order / Banker’s Cheque in favour of .. NACIL and payable at Mumbai. Please note EMD by cheques are NOT acceptable.

Foreign Bidders should remit EMD in USD through wire transfer through their respective as per Bank details in MSTC A/C – refer clause 1-b of Annexure “XVIII”.

No other mode of payment, other than that mentioned above, for Indian and Foreign bidders is acceptable.

The offer received without EMD will not be considered. The Bidder’s Offer will be considered only for the Lot for which the EMD has been paid.

EMD will be refunded to all the bidders except the successful bidder. EMD of successful bidder will be refunded upon the finalization of the contract / sale agreement and receipt of Security Deposit amount thereof.

Alternatively, EMD of the successful bidder(s) will be adjusted against the payment to be made by the successful bidder(s)

In case a bidder/s withdraws his bid after e-auction / opening of the bids, or fails or refuses to honour his offer, or defaults in any manner in the fulfillment of his obligations under this tender, the EMD / Security deposit would be forfeited.

3. SECURITY DEPOSIT / POST BID EMD:

The Security Deposit amount equivalent to 10% of the sale price will have to be deposited by the successful bidder / buyer within 10 days of intimation / issue of Letter of Intent and the balance payment will follow upon finalization of sale agreement. In the event of failure to conclude the sale agreement or take delivery of aircraft/engines / APU, the security deposit will not be refundable but will be forfeited /adjusted to the over all sale price realization

4. PAYMENTS :

The Payment will have to be made in currency USD. The full and final payment must be made within 30 days of finalization of sale agreement or such extended time as permitted by NACIL at its sole and absolute discretion. Payment can be made vide wire transfer to the Bank Account, Name and Address as indicated above in EMD Clause # VI. 8 or as advised at the time of sale of Aircraft, engines and APUs

Payments schedule will be:

A-         Within 10 days of intimation of acceptance of offer i.e equivalent to

10 % of sale price as security deposit.

B-         Within 30 days of finalization / signing of sale agreement i.e balance full and final payment of agreed sale price.

5. VALIDITY OF OFFER :

The offers made by the bidders shall be valid for a period of 120 days (one hundred and twenty days) from the date of e-auction.

6.         INTEGRITY PACT :

The bidder/s should agree to sign / execute an Integrity Pact (Refer the website www.airindia.in) with NACIL,.

Click Here For INTEGRITY PACT

The signed copy of the Integrity Pact on behalf of NACIL is attached – as also uploaded on our website - same may be returned duly signed with the Pre Qualification Bid.

7.         TENDER SCHEDULE :

Any amendments to tender document/ changes to closing / opening / e-auction date / timings date will be displayed on our website, www.airindia.in  and no separate communication will be sent in this regard.

8. MODE AND MANNER OF SUBMISSION OF QUOTES The offer is to be made in 2 bid system as below :

>          Pre Qualification Offer –

a)        This offer will include the bidders profile along with relevant set of documentation and credentials.

b)        Proof of EMD i.e. receipt of wire transfer details or Demand Draft for the EMD – you may provide details / breakup of Lot wise EMD.

c)        Copy of Annexure “XVI” towards acceptance of all terms and conditions of this tender.

d)        The signed copy of integrity Pact..

e) The registration documents / ref # with MSTC

The relevant documents may be placed in a closed envelope superscribed with the Tender # MM/A310-300/2009 Sale, ____________________________________ and indicating the
name of the bidder at the bottom of the envelope for identification purpose.

The Pre Qualification Offer along with the EMD must reach the following address of MSTC latest by 14.01.2010

M/s MSTC Ltd.,

607-608, Raheja Centre, Nariman Point Mumbai – 400 021, India

Ph : +91 22 22040698, Fax : +91 22 22845130

Attn : Mrs S. Subrahmanyam / Mr Saikat Paul ( Regional Manager – Western Region )

We also recommend you to advise the courier / dispatch details by email to :

ssubrahmanyam@mstcindia.co.in

mstcwro@mstcindia.co.in

PS.Negi@airindia.in.

> PRICE OFFER

The prospective bidder/s are to submit the financial offers through on line e-auction on MSTC India website http://www.mstcecommerce.com/. Please refer clause IV & V of this tender for more details.

9.           AGREEMENT FINALISATION:

The successful bidders may be required to visit our office to finalise the sale agreement at their own expense. It is also clarified that NACIL will not undertake or participate in any financing agreement for / on behalf of the prospective buyer.

10.       TAXES AND LEVIES

All applicable taxes, levies, duties , customs clearing forwarding and transportation charges will have to be borne by the buyer. In other words, the rate quoted will be net, exclusive of all taxes, levies, duties, Octroi( if applicable), other charges including Sundry and incidental Expenses, if any..

11. GOVERNING LAWS, JURISDICTION AND ARBITRATION

In the event the sale is concluded in India, the Indian laws will be applicable. The contract / sale agreement will thus be subject to jurisdiction of Indian courts at Mumbai./ India.

All disputes and differences arising out of this tender shall be subject to the jurisdiction of the Courts of Mumbai, India.

Any dispute or deference arising out of this tender / sale contract which cannot be settled with mutual discussion, will be referred for arbitration at Mumbai or at any of the Indian Stations where the actual sale has taken place and provisions of Indian arbitration law will apply. Any dispute or difference whatsoever arising between the parties out of or in relation to the interpretation, application, scope, operation or effect of the Sale Agreement, or the validity or the breach thereof, shall be settled by arbitration in accordance with the Rules of Arbitration of the ‘SCOPE FORUM OF CONCILIATION AND ARBITRATION’ (website: www.scopeonline.in) and the award made in pursuance thereof shall be binding on the parties. In the event the sale is concluded outside India, applicable laws, jurisdiction and arbitration will be as mutually agreed and acceptable.

VI RESERVED RIGHTS & INDEMNIFICATION :

NACIL is not bound to accept the highest or any or all of the bids received. Further NACIL reserves the right to accept or reject any or all offers in part or in full or withdraw their aircraft / Spares inventory alter terms of sale during the tender process or prior to finalization of the Sale Agreement at its sole discretion, without assigning any reason whatsoever and as decided by ED-Material Management, and no correspondence or complaints of any nature will be entertained in this regard.

NACIL shall not be liable for any consequential damages arising out of sale of this aircraft. NACIL confirms at the time of sale, this aircraft, engines and APU will be free from any external lien or third party claims.

The buyer shall defend, protect and indemnify and hold NACIL harmless for any and all claims arising out of sale / purchase of these Aircrafts, Engines and APU as a consequence of buyers non fulfillment of their obligations and against any and all liability of any nature whatsoever arising out of the transaction.

The Agreement for sale between NACIL and the successful bidder/s, and delivery of the item/s as covered in this tender would be subject to the clearances from Board of Directors of NACIL, and The Government of India.

VII. PARTICIPATION / INTIMATION:

The tender document is available for down load on our website – www.airindia.in and carry no tender fee and you are invited to bid against same.

After downloading the document, we suggest, you may communicate to us indicating your Name , Address , Email / Fax / Tel etc. with a view to facilitate the communication as and when required at a later date.

We look forward to your participation in the tender process as above and will appreciate confirmation on your intention to participate or regret by email to Anil.Sondhi@airindia.in or PS.Negi@airindia.in or Fax: 0091-22-26157033.

Anil Sondhi

Executive Director – Materials Management

ANNEXURE “XVI” – ACCEPTANCE OF TERMS AND CONDITIONS

(On Tenderer’s letter head – to be submitted with EMD (proof) along with Pre – Qualification Offer latest by____________________________ prior to participation in e-auction)

To:

Executive Director - Material Mgmt NACIL ( Air India )

Materials Management Dept.

Old Airport, Kalina

Santacruz (E), Mumbai – 400 029 India.

Sir,

This is to confirm that we have studied and understood the terms and conditions of Tender Enquiry No. MM/A310-300/2009 Sale for sale of A310-300 (Freighter) aircraft, Engines & APU and we herewith agree to abide by the same unconditionally AND agree for no deviation to tender terms / clauses.

We herewith also confirm that there is no hidden cost to NACIL for this bid/ sale transaction and the price quoted by us is Nett, exclusive of all taxes, levies, duties and clearing, forwarding, transportation and other miscellaneous charges and no commission is paid to any intermediate agents for this transaction.

We herewith confirm that our Bid is for the Lot# ________________ and for the same EMD of

USD_______________ / INR_________________ has been submitted and details / proof of
EMD submission is attached.

Thanking you.

AUTHORISED SIGNATORY
COMPANY SEAL

NNEXURE “XVII” : BANK / CONTACT DETAILS

I. For the payment of :

a.      Registration Fees, (for Indian & Foreign Bidders), in favour of MSTC Ltd.:

b.      Bank Details for submitting Pre-Bid EMD & Post-Bid EMD/Balance Payment:

Prospective bidders may remit Pre-Bid EMD to Bank of India, New York Branch (SWIFT BKID US33) for credit to RFC account of Mumbai Overseas Branch with Cayman Island for ultimate credit to Account No. 404820210000002 of MSTC Ltd. with Bank of India, Kolkata Overseas Branch (SWIFT BKID IN BBCOS).

Indian Bidders may submit Pre-Bid EMD by DD/PO in favour of “NACIL”

Last Date of submission of Pre-Bid EMD : 14^Th January 2010 , till 1600 HRS. (NO PAYMENT WILL BE ACCEPTED AFTER STIPULATED TIME) Bidders have to submit Duly filled Annexure “XVI” along with PRE-BID EMD

Please indicate the breakup of the amount remitted against each Lot No. The payment advise may be scanned and sent to the following mail ids:

ssubrahmanyam@mstcindia.co.in  mstcwro@mstcindia.co.in

Contact Details :

MSTC Ltd.,

607-608, Raheja Centre, Nariman Point

Mumbai – 400 021, India

Ph : +91 22 22040698, Fax : +91 22 22845130

E-mail : mstcwro@mstcindia.co. in, www.mstcecommerce.com

DETAILS FOR PAYMENT / WIRE TRANSFER TO NACIL ACCOUNT

POST BID PAYMENTS

Name and address for the bank :         Citibank, Newyork

111, Wall Street

6th Floor/ 6 New York – 10043

36872986 NACIL

CITIUS33 021000089

MM/A31 0-300/2009 Sale